Radiant Logistics, Inc. Minimum Offering: $4,400,000 of Common Stock Maximum Offering: $6,600,000 of Common Stock $.44 per Share

   
FORWARD LOOKING STATEMENTS

This Memorandum (together with any amendment and supplements and any other information that may be furnished to you by the Company or Placement Agent) contains 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.  All statements other than statements of historical facts included or incorporated by reference in this Memorandum, 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 some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions.

We have based these forward-looking statements on our current expectations and projections about future events.  These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and our business plan, that 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. Many of these factors are set forth and discussed in this Memorandum in the section captioned "Risks Factors."  In connection with our proposed acquisition of our initial platform company, we have made certain assumptions that, if not realized, could cause actual results or events to differ materially from our expectations   Factors that might cause or contribute to such a material difference include, but are not limited to: (i) our ability to complete the pending acquisition on terms similar to those set forth in the letter of intent or otherwise, with the recognition that closing is subject to customary closing conditions, certain of which may be beyond our control; (ii) our ability to secure the necessary level of financing to complete the acquisition; (iii) our assumption that the audited financial statements of the platform company (that will be completed prior to closing) will not differ materially from the unaudited financial statements reviewed by us; (iv) our assumption that the post-closing level of operations will be consistent with the level of historic operations; and (v) our belief that the pending acquisition is an appropriate platform acquisition under our business strategy.

Should any of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.  You should not place undue reliance on these forward-looking statements, which speak only as of the date made, and we assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

Exhibits

A.                  Subscription Agreement

B.                   Registration Rights Provisions

This summary highlights some basic information from this Memorandum to help you understand our business and the terms of the Offering.  This summary is qualified in its entirety by the more detailed information appearing elsewhere herein and in the exhibits hereto.  You should read the entire Memorandum (including the exhibits) and carefully consider, among other things, the matters set forth under the caption “Risk Factors,” before you decide whether to invest in the Shares.  Pertinent documents that are described in this Memorandum may be reviewed at our office or the office of the Placement Agent.  You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in the Company.

The Company

Radiant Logistics, Inc. (formerly known as “Golf Two, Inc.”) was formed under the laws of the state of Delaware on March 15, 2001 to establish and operate retail golf stores.  Since inception, the Company has been in the development stage and has been unable to successfully execute its initial business plan.  On or about October 18, 2005, all of the Company’s officers and directors resigned and Bohn H. Crain and Stephen M. Cohen were appointed to serve as executive officers and directors of the Company (the “Change in Control Transactions”). Relying on the collective experience of this new management team, the Company will be pursuing business opportunities in the transportation and logistics services industry.  In that regard, a company controlled by Mr. Crain has identified and executed a letter of intent to acquire its initial platform company (the “Platform Company”) which provides domestic and international freight forwarding services.  This letter of intent was assigned to the Company on October 18, 2005. See “Recent Events” below. Concurrent with the Change in Control Transaction, we changed our name to “Radiant Logistics, Inc.”.    

Business Strategy

We intend to build a leading global transportation and supply-chain management company by acquiring regional best-of-breed non-asset based transportation and logistics service providers.  Through strategic acquisitions, we plan to establish a non-asset based provider of third-party logistics services, offering a full range of time-definite transportation and distribution solutions.  In addition to time-definite transportation services, we also intend to provide a broad range of value added supply chain management services, including order fulfillment, inventory management and warehousing.

We plan to achieve this objective by acquiring either the Platform Company, or if that acquisition is not possible, an alternative platform acquisition identified by management, and thereafter expanding our geographic presence and service offerings through a combination of synergistic acquisitions and the organic expansion of our growing base of logistics operations. 

Once a platform acquisition is completed, the focus of our strategy will be on acquiring and integrating logistics businesses that are likely to benefit from our anticipated access to sources of financing and long-term growth strategy.  Acquisition targets will be selected based upon their ability to demonstrate:

● historic levels of profitability;

● a proven record of delivering superior logistics services;

● an established customer base of large and mid-sized companies; and

● opportunities for significant growth within strategic segments of our business.

Once acquisitions are completed, we intend to create additional shareholder value by improving productivity through the implementation or adoption of our technologies and business processes, improving transportation margins through the leverage of our growing purchasing power and enhancing the opportunity for organic growth through cross-selling opportunities and expanded services offerings. 

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.

                Given the size and highly fragmented composition of the industry, we believe there is an excellent opportunity to execute a consolidation strategy through the selective, strategic acquisition of other companies with complementary businesses with earnings in the range of $1 million to $5 million.  We believe that companies of this size may be receptive to our acquisition program as they are often too small to be identified as acquisition targets of larger public companies or to independently attempt their own public offering. 

                In addition to the Platform Company we have also identified a number of additional companies that may be suitable acquisition candidates and we are in preliminary discussions with a number of them.

Although management is confident that following the completion of this Offering we will be in a position to commence our acquisition program, any such acquisition program will likely be dependent upon, among other factors, our ability to secure additional financing through the sale of debt or equity securities, and the development of an active trading market for our securities, neither of which can be assured.  See "RISK FACTORS."

Recent Events

Change in Control Transaction.    On October 18, 2005, a management team consisting of Bohn H. Crain and Stephen M. Cohen, purchased all of the shares owned by the Company’s former officers and directors.  Effective with the closing of those share purchase transactions, all of the Company’s officers and directors resigned and Messrs. Crain and Cohen became our sole officers and directors. 

                Proposed Acquisition.      On September 19, 2005, a company controlled by Mr. Crain entered into a letter of intent (the “Letter of Intent”) to acquire the Platform Company which provides domestic and international freight forwarding services, arranging the total transport of customers’ freight from the shipper’s location to the designated recipients, including the preparation of shipping documents; and the provision of handling, packing, and containerization services through a network of exclusive agent offices across North America.  The Platform Company has a diversified account base of over 6,000 customers including manufacturers, distributors and nation retail chains and a network of over 3,000 independent carriers and over 100 international agents positioned strategically around the world.

                Based upon unaudited management financial information provided to us in connection with our due diligence efforts, for the fiscal year ended June 30, 2005, the Platform Company realized normalized income from continuing operations of approximately $2.5 million on gross revenues of approximately $53.0 million.

Pursuant to the Letter of Intent we have agreed to acquire the Platform Company (the "Acquisition") in a transaction valued up to $14,000,000. This consists of:  (i) $10,000,000 payable in cash at Closing; (ii)  an additional base payment of $600,000 payable in cash on the one-year anniversary of the Closing, provided at least 90% of The Platform Company’s locations remain operational through the first anniversary of the Closing (the “Additional Base Payment”); (iii) a base earn-out payment of $1,900,000 payable in Company stock over a three-year earn-out period based upon the Platform Company achieving Income from Continuing Operations of not less than $2,500,000 per year; (iv) and as additional incentive to achieve future earnings growth, an opportunity to earn up to an additional $1,500,000 payable in Company stock at the end of a five-year earn-out period (the “Tier-2 Earn-Out”). Under the Platform Company’s Tier-2 Earn-Out, the former shareholders of the Platform Company 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. Closing of the Acquisition is contingent upon the completion of several conditions, including:  (i) the completion of this Offering; (ii) our ability to secure debt or other additional financing necessary to fund the acquisition, (iii) the completion of definitive acquisition agreements among the parties; and (iv) the completion of a due diligence review by each of the parties to the Merger, including the preparation of audited financial statements by the Platform Company for the year ended June 30, 2005. 

Recent Financing.  During October 2005,  the Company closed aninitial round of financing in the form of a private placement of $1 million, consisting of the sale of approximately 2,272,728 shares of common stock at a purchase price of $.44 per share. The funds are being used by us to provide our initial working capital.

The Offering

Issuer                                     Radiant Logistics, Inc., a Delaware corporation.

Securities                               Up to 15,000,000 shares of common stock of the Company, $0.001 par value per share (the “Shares”), if the Maximum Amount is sold, and 10,000,000 Shares if the Minimum Amount is sold.

Purchase Price                       $.44 per share of common stock, with a minimum purchase of $50,000, subject to reduction at the sole discretion of the Company.

Offering Size                          $4,400,000 Minimum (the “Minimum Offering”); $6,600,000 Maximum (the “Maximum Offering”).  The Company has the right to increase the amount of the Offering to $7,700,000 (the “Offering Option”).

Estimated Net Proceeds       $3,948,000 (for the Minimum Offering) and $5,972,000 (for the Maximum Offering) after deduction of Placement Agent commissions of up to $352,000 (for the Minimum Offering) and $528,000 (for the Maximum Offering) and offering expenses, estimated to be approximately $100,000.

Use of Net Proceeds             To fund the cash portion of the purchase price of our first acquisition (the “Initial Acquisition”) and associated transaction costs and expenses.  The balance, if any, will be used for working capital and other general corporate purposes.

Escrow                                    Subscription funds will be placed in a segregated escrow account with a third party financial institution until closing of the Offering.  In the event the Offering does not close, the subscription funds will be returned to the investors, together without interest or deduction.

Offering Proceeds to be

Held in Segregated Account;

Repurchase Rights                We will retain the net proceeds of this Offering in a segregated account which will not be used by us until the closing of the Initial Acquisition. Once we complete our Initial Acquisition, all of the net proceeds will be released to the Company to finance the acquisition and for working capital and other general corporate purposes.   If we do not complete an Initial Acquisition within twelve (12) months after completion of this Offering, we will offer to repurchase all Shares sold hereunder at the Offering Price, (less prorata offering expenses), plus interest, if any, earned thereon while such funds are held in a segregated account.

Capitalization                         Current outstanding shares:                                           20,536,906

                                                Outstanding shares after Minimum Offering:                  31,036,906

                Outstanding shares after Maximum Offering:                 36,036,906²

Voting                                     Holders of the Shares have one (1) vote per share on all matters presented to a vote of the holders of common stock.

Transfer Restrictions            The issuance and sale of the Shares have not been registered under the Act and consequently, the Shares are subject to restrictions on transfer and resale. 

Registration Rights               We have agreed to file a registration statement with the SEC within 90 days after the completion of the Initial Acquisition to permit the public resale of the Shares and to use commercially reasonable efforts to cause that registration statement to be declared effective by the SEC as soon thereafter as possible. We have also agreed to issue additional Shares to the investors in this Offering if the registration statement is not timely filed. See“REGISTRATION AND OTHER RIGHTS.” 

Investor Suitability                All investors must be “accredited investors” under Rule 501 of Regulation D of the Securities Exchange Act of 1934, as amended, and meet the other suitability requirements set forth herein under “INVESTOR SUITABILITY REQUIREMENTS AND SUBSCRIPTION PROCEDURES.”

Closing                                    On or about November 30, 2005 (unless extended by us in our sole discretion to no later than December 31, 2005).

Access to Information          We file annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.  These reports and statements may be viewed at the website of the SEC www.sec.gov.  We have agreed to make available, prior to consummation of the offering, to each offeree of the Shares and its representatives the opportunity to ask questions of us or any person acting on our behalf concerning the terms and conditions of this Offering and to obtain any additional information necessary to verify the accuracy of any information contained in this Memorandum to the extent that we possess such information or can acquire it without unreasonable effort or expense.

Due to the financial sophistication of the persons to whom this offering is directed, this Memorandum states in summary form only certain information material to evaluating the merits of an investment in the Shares.  Prospective investors are, accordingly, urged to consult with their own advisors prior to deciding whether to invest in the Shares.

Risk Factors                          The securities offered in the Offering involve a high degree of risk and should not be purchased by anyone who cannot afford to lose their entire investment. Prospective investors should carefully review and consider the factors set forth in the section of this Memorandum entitled “RISK FACTORS,” as well as the other information set forth herein, before subscribing for any of the Shares.

RISK FACTORS

You should carefully consider the following risk factors and warnings before making an investment decision.  The risks described below are not the only ones facing the Company.  There are additional risks, including ones that we do not yet know of, that may also impair our business operations.  If any of the following risks occur, our business, financial condition, or results of operations could be materially and adversely affected.  In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.  You should also refer to the other information set forth in this Memorandum, including in the exhibits hereto.

RISKS RELATED TO OUR BUSINESS

We are a development stage company implementing a new business plan.

We have recently discontinued our former business model involving the development of retail golf stores, and adopted a new model involving the development of non-asset based third-party logistics services. We have not yet commenced operations or completed an acquisition under our new business model. As a result, we have virtually no operating history under our current business model. Even though we are being managed by senior executives with significant experience in the industry, our limited operating history makes it difficult to predict the longer-term success of our business model.

We have not yet acquired any operating business.

Although the Company has identified an acquisition candidate, we have yet to acquire any company in the logistics industry and there can be no assurance that we will be able to complete any such acquisition on terms acceptable to us if at all.  Unless and until we complete such an acquisition, our business will consist solely of identifying and negotiating with potential acquisition candidates.

Our present levels of capital may limit the implementation of our business strategy.

The objective of our business strategy is to build a global logistics services organization. Critical to this strategy is an aggressive acquisition program which will require the acquisition of a number of diverse companies within the logistics industry covering a variety of geographic regions and specialized service offerings. The cash we seek to raise with this Offering will only be sufficient to finance a certain portion of the cash needed to close on our Initial Acquisition.  As a result, after our Initial Acquisition is completed, we will have limited cash resources.  Our ability to make additional acquisitions thereafter without securing additional financing from outside sources will be limited. This may limit or slow our ability to achieve the critical mass we may need to achieve our strategic objectives.

Risks related to acquisition financing.

When we complete this Offering, we will have only sufficient capital to make our Initial Acquisition.  In order to pursue our acquisition strategy in the longer term, we will require additional financing, which we intend to obtain through a combination of traditional debt financing or the placement of debt and equity securities. We may finance some portion of our future acquisitions by either issuing equity or by using shares of our common stock for all or a substantial portion of the consideration to be paid. In the event that the common stock does not attain or maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept common stock as part of the consideration for the sale of their businesses, we may be required to utilize more of our cash resources, if available, in order to maintain our acquisition program. If we do not have sufficient cash resources, our growth could be limited unless we are able to obtain additional capital through debt or equity financings.

We are not obligated to follow any particular criteria or standards for identifying acquisition candidates.

Even though we have developed general acquisition guidelines, we are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will target companies which we believe will provide the best potential long-term financial return for our stockholders and we will determine the purchase price and other terms and conditions of acquisitions. Our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our management team will use and consider in deciding whether or not to enter into a particular transaction.

There is a scarcity of and competition for acquisition opportunities.

There are a limited number of operating companies available for acquisition which we deem to be desirable targets. In addition, there is a very high level of competition among companies seeking to acquire these operating companies. A large number of established and well-financed entities are active in acquiring interests in companies which we may find to be desirable acquisition candidates. Many of these entities have significantly greater financial resources, technical expertise and managerial capabilities than us. Consequently, we will be at a competitive disadvantage in negotiating and executing possible acquisitions of these businesses. Even if we are able to successfully compete with these entities, this competition may affect the terms of completed transactions and, as a result, we may pay more than we expected for potential acquisitions. We may not be able to identify operating companies that complement our strategy, and even if we identify a company that complements our strategy, we may be unable to complete an acquisition of such a company for many reasons, including:

·         a failure to agree on the terms necessary for a transaction, such as the amount of the purchase price;

·         incompatibility between our operational strategies and management philosophies and those of the potential acquiree;

·         competition from other acquirers of operating companies;

·         a lack of sufficient capital to acquire a profitable logistics company; and

·         the unwillingness of a potential acquiree to work with the management of our corporation or our affiliate companies.

If we are unable to successfully compete with other entities in the acquisition of companies we target, we will not be able to successfully implement our business plan.

We may be required to incur a significant amount of indebtedness in order to successfully implement our acquisition strategy.

We anticipate that we will incur a significant amount of indebtedness in order to complete one or more acquisitions necessary for us to implement our business strategy. If we are not able to generate sufficient cash flow from the operations of acquired companies to make scheduled payments of principal and interest on the indebtedness,  we could  be required to use our capital for such payments, and we could default on the terms of such indebtedness. A default would initially restrict our ability to make additional acquisitions, and if not cured in the short-term, could result in a foreclosure of Company assets and jeopardize our ability to continue operating as a going concern  We cannot be certain that we will be able to operate profitably once we incur this indebtedness or that we will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired companies to repay the indebtedness incurred to make these acquisitions. 

Risks related to our acquisition strategy.

We intend to commence operations through the acquisition of a logistics business. Thereafter, we will attempt to build our business through a combination of organic growth, and to a greater extent, through additional acquisitions. Increased competition for acquisition candidates may develop in which event there may be fewer acquisition opportunities available to us as well as higher acquisition prices. There can be no assurance that we will be able to identify, acquire or profitably manage businesses or successfully integrate acquired businesses, if any, into the Company without substantial costs, delays or other operational or financial problems. Further, acquisitions involve a number of risks, including operating risks, diversion of management resources, failure to retain key personnel, and risks associated with unanticipated liabilities, some or all of which could have a material adverse effect on our business, financial condition and results of operations.

Proposed Platform Company acquisition subject to non-binding Letter of Intent.

               We have entered into a Letter of Intent to acquire the Platform Company.  By its terms, the Letter of Intent is non-binding and subject to a number of material conditions, including (i) the parties entering into definitive acquisition agreements; (ii) completion of our due diligence; (iii) our ability to secure adequate financing; and (iv) the Platform Company’s ability to produce certain audited financial statements.  Accordingly, there can be no assurances that we will be able to complete the Platform Company acquisition.           If we are unable to complete the Platform Company acquisition, management will be caused to direct its attention to search for a substitute platform acquisition.  Although management has identified a number of other acquisition targets, there can be no assurances how long this search will take and whether we will be able to close on another suitable acquisition target.  Although investors will have right to request return of their net investment at the end of 12 months if we have not made an acquisition for that period, the investors will not have the use of their funds during the 12 month period.

Management will have the sole discretion to close the Platform Company transaction.

                Management will have the sole discretion to evaluate the Platform Company due diligence information and elect whether or not to close on the Acquisition.  The investors in this Offering will have no input in this decision.  Thus the investors are solely relying on management’s discretion and evaluation of the Platform Company’s due diligence information.

The Platform Company financial information subject to audit.

                In evaluating its selection of the Platform Company as an acquisition candidate, management relied upon unaudited financial results provided by the Platform Company.  There can be no assurances that following an audit, the Platform Company’s financial results will not be subject to material adverse changes.  Management will be solely entrusted with evaluating such results in connection with its determination of whether to complete the Acquisition, with no input from any investors.

Investor funds to be held in segregated account.

                Although investor funds will be set aside and held in a segregated account by us until our Initial Acquisition, such funds will still be exposed to claims by third parties and Company creditors(although, until we commence operations, it is not likely that we will have any material creditors).

Dependence on key personnel.

For the foreseeable future our success will depend largely on the continued services of our Chief Executive Officer, Bohn H. Crain, as well as certain of the other key executives of the Platform Company (assuming we complete that acquisition), because of their collective industry knowledge, marketing skills and relationships with major vendors and customers. The Company has or will have employment agreements with each of these individuals, which contain or will contain a non-competition covenant which survives their actual term of employment. Nevertheless, should any of these individuals leave the Company, it could have a material adverse effect on our future results of operations.

We face intense competition in the freight forwarding, logistics and supply chain management industry.

The freight forwarding, logistics and supply chain management industry is intensely competitive and is expected to remain so for the foreseeable future. We face competition from a number of companies, including many that have significantly greater financial, technical, marketing resources and managerial capabilities. There are a large number of companies competing in one or more segments of the industry, although the number of firms with a global network that offer a full complement of freight forwarding and supply chain management services is more limited. Depending on the location of the customer and the scope of services requested, we must compete against both the niche players and larger entities. In addition, customers increasingly are turning to competitive bidding situations involving bids from a number of competitors, including competitors that are larger than us.

Our industry is consolidating and if we cannot gain sufficient market presence in our industry, we may not be able to compete successfully against larger, global companies in our industry.

There is a trend within our industry toward consolidation of niche players into larger companies which are attempting to increase global operations through the acquisition of regional and local freight forwarders. If we cannot gain sufficient market presence or otherwise establish a successful strategy in our industry, we may not be able to compete successfully against larger companies in our industry with global operations.

Provisions of our charter and Delaware laws may make a contested takeover of our Company more difficult.

Certain provisions of our certificate of incorporation and the General Corporation Law of the State of Delaware (the "GCL") could deter a change in our management or render more difficult an attempt to obtain control of us, even if such a proposal is favored by a majority of our stockholders. For example, we are subject to the provisions of the GCL that prohibit a public Delaware corporation from engaging in a broad range of business combinations with a person who, together with affiliates and associates, owns 15% or more of the corporation's outstanding voting shares (an "interested stockholder") for three years after the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Finally, our certificate of incorporation includes undesignated preferred stock, which may enable our Board of Directors to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise.

We will need to secure a debt facility in order to complete the Platform Company acquisition.

The net proceeds of this offering will not be sufficient to finance the Platform Company acquisition.  We will also have to secure additional proceeds through a debt facility. While we have not completed the negotiation of the terms of a debt facility, we expect the debt facility to include certain financial and operational covenants and we can provide no assurance that we will be able to comply with such covenants.  Although we have attempted to anticipate the terms of the debt facility, there can be no assurances that that the terms of such facility will not differ materially from those described in this Memorandum.  In addition, since the debt facility is not a condition to the closing of this Offering, there can be no assurances that we will be able to complete the acquisition of the Platform Company. (See "USE OF PROCEEDS").

RISKS RELATED TO OUR COMMON STOCK

Our common stock has not yet commenced trading.

Our common stock is currently eligible to be quoted on the OTC Bulletin Board, however, no trading has yet commenced. Trading on the OTC Bulletin Board, once and if it commences, is characterized by low trading volume and significant price fluctuations.  Because of this limited liquidity, stockholders may be unable to sell their shares.  The trading price of our shares may from time to time fluctuate widely. The trading price may be affected by a number of factors including events described in the risk factors set forth in this report as well as our operating results, financial condition, announcements, general conditions in the industry, and other events or factors. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock.

The influx of additional shares of our common stock onto the market may create downward pressure on the trading price of our common stock.

The initial sale or secondary resale of substantial amounts of our common stock in the public markets could have an adverse effect on the market price of our common stock, including any Shares purchased in this Offering.  Such an adverse effect on the market price would make it more difficult for us to sell our equity securities in the future at prices which we deem appropriate.

Additional dilution associated with our acquisition strategy.

We will require additional financing to fund our acquisition strategy. This will likely entail the issuance of additional shares of common stock or common stock equivalents, which would have the effect of further increasing the number of shares outstanding. In addition, we may issue more shares of common stock to facilitate a business combination, acquire assets or stock of another business, compensate employees or consultants or for other valid business reasons in the discretion of our Board of Directors, all of which could have the result of diluting the interests of our existing stockholders.

We may issue shares of preferred stock with greater rights than our common stock.

Although we have no current plans or agreements to issue any preferred stock, our articles of incorporation authorize our board of directors to issue shares of preferred stock and to determine the price and other terms for those shares without the approval of our shareholders. Any such preferred stock we may issue in the future could rank ahead of our common stock, in terms of dividends, liquidation rights, and voting rights.

We do not anticipate paying dividends.

We have not paid any cash dividends on our common stock since our inception and we do not anticipate paying cash dividends in the foreseeable future. Any dividends that we may pay in the future will be at the discretion of our Board of Directors and will depend on our future earnings, any applicable regulatory considerations, covenants of the debt facility we are seeking, our financial requirements and other similarly unpredictable factors. For the foreseeable future, we anticipate that we will retain any earnings which we may generate from our operations to finance and develop our growth and that we will not pay cash dividends to our stockholders.

We are not subject to certain of the corporate governance provisions of the Sarbanes-Oxley Act of 2002

Since our common stock is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002, including, without limitation, their rules relating to independent directors, director nominations, audit committees, and the adoption of a codes of ethics. Unless we voluntarily elect to comply with those obligations, which we have not to date, the protections offered by those corporate governance provisions will not exist with respect to the Company. While we may make an application to have our securities listed for trading on a national securities exchange, which would require us to comply with those obligations, there is no assurance that we will do so.

RISKS RELATED TO THE OFFERING

Purchasers of the Shares may have to bear the risk of such investment for an indefinite period of time as federal and applicable state securities laws impose substantial restrictions on the resale of the common stock.

The Shares offered hereby have not been registered under the Securities Act of 1933 or any state securities or blue-sky law and constitute “restricted securities” under applicable federal securities laws.  As a result, subscribers for the Shares may not sell or otherwise transfer such securities except pursuant to registration under the Securities Act and any applicable state securities laws or an exemption therefrom.  Because of such restrictions, a purchaser of the Shares must bear the economic risks of such investment for an indefinite period of time.  Although we have agreed to register the public resale of the Shares, there can be no assurance as to when such a registration statement will become effective or whether there will be a public trading market for our common stock at such time.  The influx into the market of such a significant number of shares could have an adverse effect on the market price of our common stock prior to the Company registering the public resale of the Shares covered by this Offering.

Purchasers of the Shares will not have the protection of Section 11 of the Securities Act of 1933.

            Since the Shares offered hereby have not been registered under the Securities Act of 1933, purchasers of the Shares will not be entitled to the protection provided to purchasers of registered shares by Section 11 of the Securities Act of 1933.

The price of the Shares in this Offering may not be representative of the actual value of the shares.

The offering price of the Shares has been determined by negotiation with our financial advisor based on the previous experience of our senior executives and the potential of the projects in which we will be participating in or intend to participate in after completion of this Offering, rather than upon other generally recognized criteria such as earnings, current market price per share, or net book value.  There can, therefore, be no assurance that the offering price is representative of the actual value of the Shares offered hereby.

Purchasers of the Shares will incur an immediate and substantial dilution upon completion of the Offering.

Since the net tangible book value per share of the Company, after giving effect to the Offering, will be less than the purchase price paid by the purchasers of the Shares in the Offering, the purchasers in the Offering will incur immediate dilution.

No legal or tax advice.

An investment in the common stock may involve certain material federal and state tax consequences.  Prospective investors should not rely on this Memorandum or any of the Exhibits hereto for legal, tax, or business advice.  Prospective investors in the Offering should consult with their respective legal counsel, accountant or business adviser as to legal, tax and related matters concerning investment in the common stock offered hereby.

The net proceeds from the sale of the Shares are estimated to be approximately $3,948,000 if the Minimum Offering is completed, or up to $5,972,000 if the Maximum Offering is completed ($6,984,000 if the Offering Option is exercised) after deducting placement agent fees and other expenses of the Offering.  We intend to use the net proceeds from the Offering, as follows:

·      to purchase 100% of the issued and outstanding equity interests of our Initial Acquisition;

·      to pay transaction fees and expenses; and

·      for general working capital.

                Debt Facility

The net proceeds available from this Offering will not be sufficient to finance the acquisition of the Platform Company, and may not be sufficient to finance any other Initial Acquisition, assuming we do not close on the acquisition of the Platform Company. Accordingly, we will be seeking to secure additional financing proceeds through a debt facility.

We are in the process of negotiating a debt facility (the "Debt Facility") to provide the balance of the funds necessary to complete the Platform Company acquisition and for working capital. While the terms of the Debt Facility may materially differ from the terms we are currently negotiating, we anticipate that the Debt Facility may include the following material terms:

1         a principal amount of up to $10.0 million

2         a security interest in substantially all of the assets of our initial acquisition.

3         a prohibition on any distributions by us until the debt facility is retired

4         certain financial and operational covenants.

There is no assurance that the Debt Facility will be obtained or if obtained, that it will include the forgoing terms.   It is also likely that the Debt Facility will include other material terms that may impose limitations on us.

Our common stock is currently eligible for quotation on the OTC Bulletin Board under the symbol “RLGT”, however, as of the date of this Memorandum, there has been no trading in our common stock.

Overview

We intend to build a leading global transportation and supply-chain management company by acquiring regional best-of-breed non-asset based transportation and logistics service providers.  Through strategic acquisitions, we plan to establish a non-asset based provider of third-party logistics services, offering a full range of time-definite transportation and distribution solutions.  In addition to time-definite transportation services, we also intend to provide a broad range of value added supply chain management services, including order fulfillment, inventory management and warehousing.

We plan to achieve this objective by completing an initial platform acquisition and then expanding our geographic presence and service offerings through a combination of synergistic acquisitions and organic expansion of our existing base of logistics operations. 

Once our platform acquisition is completed, the focus of our strategy will be on acquiring and integrating logistics businesses that are likely to benefit from our anticipated access to sources of financing and long-term growth strategy.  Acquisition targets will be selected based upon their ability to demonstrate:

● historic levels of profitability;

● a proven record of delivering superior logistics services;

● an established customer base of large and mid-sized companies; and

● opportunities for significant growth within strategic segments of our business.

Once acquisitions are completed, we intend to create additional shareholder value by improving productivity through the implementation or adoption of our technologies and business processes, improving transportation margins through the leverage of our growing purchasing power and enhancing the opportunity for organic growth through cross-selling opportunities and expanded services offerings. 

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 highly fragmented and is positioned for further consolidation as customers are demanding the types of sophisticated and broad reaching service offerings that can more effectively be handled by larger more diverse organizations.

            Given the size and highly fragmented composition of the industry, we believe there is an excellent opportunity to execute a consolidation strategy through the selective, strategic acquisition of other companies with complementary businesses with earnings between $1 million and $5 million.  We believe that companies of this size may be receptive to our acquisition program as they are often too small to be an acquisition target of larger public companies or independently attempt their own public offering. 

            We have entered into a letter of intent to acquire our first business although there can be no assurances that will be able to, or elect to, complete that acquisition (See “Recent Events- Proposed Acquisition”).  We have also identified a number of additional companies that may be suitable acquisition candidates and we are in preliminary discussions with a select number of them.

As business requirements for efficient and cost-effective distribution services have increased, so has the importance and complexity of effectively managing freight transportation.  Businesses increasingly strive to minimize inventory levels, perform manufacturing and assembly operations in lowest cost locations and distribute their products in numerous global markets.  As a result, companies frequently desire expedited or time-definite shipment services.  Time-definite shipments are delivered at a specific time and are typically not expedited, which results in a lower rate than for an expedited shipment.

Customers have two principal distribution alternatives: a freight forwarder or a fully-integrated carrier. A freight forwarder, such as the Platform Company, procures shipments from customers and arranges the transportation of the cargo on a carrier.  A freight forwarder may also arrange pick-up from the shipper to the carrier and delivery of the shipment from the carrier to the recipient. Freight forwarders often tailor shipment routing to meet the customer’s price and service requirements. Fully-integrated carriers, such as FedEx Corporation, DHL Worldwide Express, Inc. and the United Parcel Service (“UPS”), provide pick up and delivery service, primarily through their own captive fleets of trucks and aircraft.  Because freight forwarders select from various transportation options in routing customer shipments, they are often able to serve customers less expensively and with greater flexibility than integrated carriers.  Freight forwarders, generally handle shipments of any size and can offer a variety of customized shipping options.

Most freight forwarders, like the Platform Company, focus on heavier cargo and do not generally compete with integrated shippers of primarily smaller parcels.  In addition to the high fixed expenses associated with owning, operating and maintaining fleets of aircraft, trucks and related equipment, integrated carriers often impose significant restrictions on delivery schedules and shipment weight, size and type.  On occasion, integrated shippers serve as a source of cargo space to forwarders. Additionally, most freight forwarders do not generally compete with the major commercial airlines, which, to some extent, depend on forwarders to procure shipments and supply freight to fill cargo space on their scheduled flights.

       We believe there are several factors that are increasing demand for global logistics solutions. These factors include:

1    Outsourcing of non-core activities. Companies increasingly outsource freight forwarding, warehousing and other supply chain activities to allow them to focus on their respective core competencies. From managing purchase orders to the timely delivery of products, companies turn to third party logistics providers to manage these functions at a lower cost and more efficiently.

2    Globalization of trade. As barriers to international trade are reduced or substantially eliminated, international trade is increasing. In addition, companies increasingly are sourcing their parts, supplies and raw materials from the most cost competitive suppliers throughout the world. Outsourcing of manufacturing functions to, or locating company-owned manufacturing facilities in, low cost areas of the world also results in increased volumes of world trade.

3    Increased need for time-definite delivery. The need for just-in-time and other time-definite delivery has increased as a result of the globalization of manufacturing, greater implementation of demand-driven supply chains, the shortening of product cycles and the increasing value of individual shipments. Many businesses recognize that increased spending on time-definite supply chain management services can decrease overall manufacturing and distribution costs, reduce capital requirements and allow them to manage their working capital more efficiently by reducing inventory levels and inventory loss.

4    A shift toward a decreasing number of global logistics. Companies are decreasing the number of freight forwarders and supply chain management providers with which they interact.  We believe companies want to transact business with a limited number of providers which are familiar with their requirements, processes and procedures, and can function as long-term partners. In addition, there is strong pressure on national and regional freight forwarders and supply chain management providers to become aligned with a global network. Larger freight forwarders and supply chain management providers benefit from economies of scale which enable them to negotiate reduced transportation rates and to allocate their overhead over a larger volume of transactions. Globally integrated freight forwarders and supply chain management providers are better situated to provide a full complement of services, including pick-up and delivery, shipment via air, sea and/or road transport,  warehousing and distribution, and customs brokerage.

5    Increasing influence of e-business and the internet. Technology advances have allowed businesses to connect electronically through the Internet obtain relevant information and make purchase and sale decisions on a real-time basis, resulting in decreased transaction times and increased business-to-business activity. In response to their customers' expectations, companies have recognized the benefits of being able to transact business electronically. As such, businesses increasingly are seeking the assistance of supply chain service providers with sophisticated information technology systems which facilitate real-time transaction processing and web-based shipment monitoring.

Our Business Strategy

Our objective is to provide customers with comprehensive value-added logistics solutions. We plan to achieve this goal through one or more platform acquisitions, which will establish our baseline of service offerings.  Thereafter we expect to grow our business organically and by completing a number of acquisitions of other companies with complementary geographical and logistics service offerings. These acquisitions are generally expected to have earnings of $1.0 to $5.0 million. Companies in this range of earnings may be receptive to our acquisition program since they are often too small to be identified as acquisition targets of larger public companies or to independently attempt their own public offerings.

We believe we can successfully implement our acquisition strategy due to the following factors:

● the highly fragmented composition of the market;

● our strategy for creating an organization with global reach, which should enhance an acquired company's ability to compete in its local and regional market through an expansion of offered services and lower operating costs;

● the potential for increased profitability as a result of our centralization of certain administrative functions, greater purchasing power, and economies of scale;

● our status as a public corporation provides us with a currency for acquisitions; and

● the ability to utilize our experienced management in identifying acquisition opportunities and consummating the acquisitions.

The logistics business is directly impacted by the volume of domestic and international trade. The volume of such trade is influenced by many factors, including economic and political conditions in the United States and abroad, major work stoppages, exchange controls, currency fluctuations, acts of war, terrorism and other armed conflicts, United States and international laws relating to tariffs, trade restrictions, foreign investments and taxation.

The global logistics services and transportation industries are intensively competitive and are expected to remain so for the foreseeable future. We will compete against other integrated logistics companies, as well as transportation services companies, consultants, information technology vendors and shippers' transportation departments. This competition is based primarily on rates, quality of service (such as damage-free shipments, on-time delivery and consistent transit times), reliable pickup and delivery and scope of operations. Most of our competitors will have substantially greater financial resources than we do.

There are numerous transportation related regulations.  Failure to comply with the applicable regulations or to maintain required permits or licenses could result in substantial fines or revocation of operating permits or authorities. We cannot give assurance as to the degree or cost of future regulations on our business. Some of the regulations affecting our prospective operations are described below.

 Air freight forwarding businesses are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act by the U.S. Department of Transportation.  However, air freight forwarders are exempted from most of the Federal Aviation Act's requirements by the Economic Aviation Regulations. The air freight forwarding industry is subject to regulatory and legislative changes that can affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to customers.

 Surface freight forwarding operations are subject to various federal statutes and are regulated by the Surface Transportation Board. This federal agency has broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the business, to approve specified mergers, consolidations and acquisitions, and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas. The Surface Transportation Board and U.S. Department of Transportation also have the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges and accounting systems, to require periodic financial reporting, and to regulate insurance, driver qualifications, operation of motor vehicles, parts and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance standards and other safety related matters. The federal laws governing interstate motor carriers have both direct and indirect application to the Company. The breadth and scope of the federal regulations may affect the operations of the Company and the motor carriers which are used in the provisioning of the transportation services. In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services for the Company. 

The Federal Maritime Commission, or FMC, regulates and licenses ocean forwarding operations. If we establish an international platform of operations, we will be subject to regulation of the FMC. Indirect ocean carriers (non-vessel operating common carriers) are subject to FMC regulation, under the FMC tariff filing and surety bond requirements, and under the Shipping Act of 1984, particularly those terms proscribing rebating practices.

United States customs brokerage operations are subject to the licensing requirements of the U.S. Treasury and are regulated by the U.S. Customs Service. If we establish an international platform of operations, we will be subject to regulation by the Customs Service. Foreign customs brokerage operations are also licensed in and subject to the regulations of their respective countries.

In the United States, we will also be subject to federal, state and local provisions relating to the discharge of materials into the environment or otherwise for the protection of the environment. Similar laws apply in many foreign jurisdictions in which we may operate in the future. Although current operations have not been significantly affected by compliance with these environmental laws, governments are becoming increasingly sensitive to environmental issues, and we cannot predict what impact future environmental regulations may have on our business.  We do not anticipate making any material capital expenditures for environmental control purposes.

Recent Events – Proposed Acquisition

            On September 19, 2005, we entered into a Letter of Intent to acquire 100% of the issued and outstanding capital stock of our initial platform company (the “Platform Company”) which provides domestic and international freight forwarding services, arranging the total transport of customers’ freight from the shipper’s location to the designated recipients, including the preparation of shipping documents; and the provision of handling, packing, and containerization services through a network of exclusive agent offices across North America.  The Platform Company has a diversified account base of over 6,000 customers including manufacturers, distributors and nation retail chains and a network of over 3,000 independent carriers and over 100 international agents positioned strategically around the world.

             Based upon unaudited management financial information provided to us in connection with our due diligence efforts, for the fiscal year ended June 30, 2005, the Platform Company realized normalized income from continuing operations of approximately $2.5 million on gross revenues of approximately $53.0 million.

Pursuant to the Letter of Intent, we have agreed to acquire the Platform Company (the "Acquisition") in a transaction valued up to $14,000,000. This consists of:  (i) $10,000,000 payable in cash at Closing; (ii)  an additional base payment of $600,000 payable in cash on the one-year anniversary of the Closing, provided at least 90% of the Platform Company’s locations remain operational through the first anniversary of the Closing (the “Additional Base Payment”); (iii) a base earn-out payment of $1,900,000 payable in Company stock over a three-year earn-out period based upon the Platform Company achieving Income from Continuing Operations of not less than $2,500,000 per year; (iv) and as additional incentive to achieve future earnings growth, an opportunity to earn up to an additional $1,500,000 payable in Company stock at the end of a five-year earn-out period (the “Tier-2 Earn-Out”). Under the Platform Company’s Tier-2 Earn-Out, the former shareholders of the Platform Company are entitled to receive 50% of the cumulative Income from Continuing Operations in excess of $15,000,000 generated during the five-yearearn-out period up to a maximum of $1,500,000. Closing of the Acquisition is contingent upon the completion of several conditions, including:  (i) the completion of this Offering; (ii) our ability to secure debt or other additional financing necessary to fund the acquisition, (iii) the completion of definitive acquisition agreements among the parties; and (iv) the completion of a due diligence review by each of the parties to the Acquisition, including the preparation of audited financial statements by the Platform Company for the year ended June 30, 2005. 

            The following table sets forth information concerning our executive officers and directors.  Each of the executive officers will serve until his or her successor is appointed by our Board of Directors or such executive officer’s earlier resignation or removal.  Each of the directors will serve until the next annual meeting of stockholders or such director’s earlier resignation or removal. 

Bohn H. Crain.   Mr. Crain has served as our Chief Executive Officer, Chief Financial Officer and Chairman of our Board of Directors since October 10, 2005.  Mr. Crain brings over 15 years of industry and capital markets experience in transportation and logistics.  Since January 2005, Mr. Crain has served as the Chief Executive Officer of Radiant Capital Partners, LLC, an entity he formed to execute a consolidation strategy in the transportation/logistics sector.  Prior to founding Radiant, Mr. Crain served as the executive vice president and the chief financial officer of Stonepath Group, Inc. from January 2002 until December 2004.  Stonepath is a global non-asset based provider of third party logistics services listed on the American Stock Exchange.   In 2001, Mr. Crain served as the executive vice president and chief financial officer of Schneider Logistics, Inc., a third-party logistics company, and from 2000 to 2001, he served as the vice president and treasurer of Florida East Coast Industries, Inc., a public company engaged in railroad and real estate businesses listed on the New York Stock Exchange.  Between 1989 and 2000, Mr. Crain held various vice president and treasury positions for CSX Corp., and several of its subsidiaries, a Fortune 500 transportation company listed on the New York Stock Exchange.  Mr. Crain earned a Bachelor of Science in Accounting from the University of Texas.  

Stephen M. Cohen.   Mr. Cohen has served as our General Counsel, Secretary, Treasurer and member of our Board of Directors since October 10, 2005.  In 2004, Mr. Cohen founded SMC Capital Advisors, Inc. which provides business and legal consulting services focusing on corporate finance and federal securities matters.  From 2000 until 2004, Mr. Cohen served as senior vice president, generalcounsel and secretary of Stonepath Group, Inc., a global non-asset based provider of third party logistics services listed on the American Stock Exchange, where he helped transition that company from a venture investor in early stage technology businesses to a global logistics company and assisted in the acquisition of domestic and international logistics companies in the United States, Asia and South America.  Prior to 2000, Mr. Cohen practiced law, including having been a shareholder of Buchanan Ingersoll P.C., from 1996 to 2000, and a partner at Clark, Ladner, Fortenbaugh & Young from 1990 to 1996.   Mr. Cohen earned a Bachelor of Science in Accounting from the School of Commerce and Finance of Villanova University in 1977, a Juris Doctor from TempleUniversity in 1980, and an LLM in Taxation from Villanova University School of Law.  Mr. Cohen is licensed to practice law in Pennsylvania. 

Employment and Option Agreements

We intend to enter into an employment agreement with our Chief Executive Officer, Mr. Crain, providing for an initial employment term of five years which shall automatically be renewed for consecutive one‑year renewal terms thereafter, subject to certain notice provisions. We expect that any such agreement will provide Mr. Crain with the right to an annual base salary of $125,000 (which shall increase to $250,000 on the completion of our first acquisition.) In addition to his base salary, Mr. Crain will be entitled to bonus compensation based upon the achievement of certain target objectives of up to 50% of the base salary, as well as discretionary merit bonuses that can be awarded at the discretion of our Board of Directors.  Mr. Crain will also be entitled to certain severance benefits upon his death, disability or termination of employment, as well as fringe benefits including participation in pension, profit sharing and bonus plans as applicable, and life insurance, hospitalization, major medical, paid vacation and expense reimbursement.  We expect that Mr. Crain will agree to standard and customary non-solicitation, non-competition, work made for hire, and confidentiality provisions. 

In connection with his employment, we will be issuing an option to Mr. Crain to purchase 2,000,000 shares of common stock, 1,000,000 of which will be exercisable at $.50 per share and the balance of which will be exercisable at $.75 per share. The options have a term of 10 years and vest in equal annual installments over the five year period commencing on the date of grant.  

The option contains a change in control provision which is triggered in the event that we are acquired by merger, share exchange or otherwise, sells all or substantially all of our assets, or all of the stock of the Company is acquired by a third party (each, a “Fundamental Transaction”).  In the event of a Fundamental Transaction, all of the options will vest and Mr. Crain shall have the full term of such Options in which to exercise any or all of them, notwithstanding any accelerated exercise period contained in any such Option.

We do not intend to pay any cash compensation to our employee directors, other than to reimburse them for their cost of travel and other out-of-pocket costs incurred to attend Board meetings or other activities on behalf of the Company. We currently have no policy with respect to the granting of fees to non-employee directors in connection with their services to the Company, since we currently have no non-employee directors.  We plan to solicit the appointment of non-employee directors once we commence our acquisition strategy.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of October 18, 2005, and as adjusted to reflect the issuance of the Shares in this Offering by (i) each person who, to our knowledge, beneficially owns, or upon completion of the Offering will beneficially own, more than 5% of our common stock; (ii) each of our current and proposed directors and executive officers of the Company; and (iii) all of our current and proposed executive officers and directors as a group:

_____________________

(1)  The securities "beneficially owned" by a person are determined in accordance with the definition of "beneficial ownership" set forth in the rules and regulations promulgated under the Securities Exchange Act of 1934, and accordingly, may include securities owned by and for, among others, the spouse and/or minor children of an individual and any other relative who has the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which such person has the right to acquire within 60 days after the date of this Memorandum pursuant to the exercise of options, or otherwise.  Beneficial ownership may be disclaimed as to certain of the securities.  Includes the surrender for cancellation of 7,700,001 shares held by Mr. Crain and Mr. Cohen, at the Closing of the Minimum Offering.

(2)  This table has been prepared based on 28,236,907 shares of common stock outstanding as of October 18, 2005 and gives effect to a 3.5 to 1 stock dividend effective as of October 21, 2005. and the completion of our initial round of financing of 2,272,728 shares.

(3)  Assumes 31,036,906shares of common stock outstanding after completion of the Minimum Offering, includes the surrender for cancellation of 7,700,001 shares held by certain shareholders, including our directors and executive officers, and the issuance of 500,000 shares to a financial advisor. 

(4)  Assumes 36,036,906 shares of common stock outstanding after completion of the Maximum Offering, includes the surrender for cancellation of 7,700,001 shares held by certain shareholders,  including our directors and executive officers, and the issuance of 500,000 shares to a financial advisor. 

(5)  Does not include 2,000,000 shares issuable upon exercise of options which are subject to vesting.  See “MANAGEMENT-Employment and Option Agreements.”

DESCRIPTION OF CAPITAL STOCK

Common Stock

We are authorized to issue 50,000,000 shares of common stock, $0.001 par value per share, of which20,536,906 are outstanding as of October 18, 2005.  The forgoing gives effect to a 3.5 to 1 stock dividend  effective October 21, 2005 and the surrender for cancellation of 7,700,001 shares held by certain shareholders, including our directors and executive officers, at the Closing of the Minimum Offering. 

Holders of common stock have equal rights to receive dividends when, as and if declared by the Board of Directors, out of funds legally available therefor. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. Holders of Common Stock have one vote for each share held of record and do not have cumulative voting rights.  Holders of Common Stock are entitled, upon liquidation of the Company, to share ratably in the net assets available for distribution, subject to the rights, if any, of holders of any preferred stock then outstanding.  Shares of common stock are not redeemable and have no preemptive or similar rights.  All outstanding shares of common stock are, and the shares of common stock sold in the Offering will when issued be, fully paid and non-assessable.

Preferred Stock

            We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per share.  As of the date of this Memorandum, no shares of preferred stock are outstanding.  Our Board of Directors has the authority, without further action by our stockholders, to issue shares of preferred stock in one or more series, and to fix, as to any such series, any dividend rate, redemption price, preference on liquidation or dissolution, sinking fund terms, conversion rights, voting rights, and any other preference or special rights and qualifications.

Stock Options

 We have adopted a 2005 Stock Incentive Plan (the “Plan”).  Our Plan provides that options for up to 5,000,000 shares of our common stock may be issued. Under its terms, employees, officers, directors of the Company and our subsidiaries are currently eligible to receive non-qualified stock options, restricted stock awards, and incentive stock options within the meaning of section 422 of the Internal Revenue Code.  In addition, advisors and consultants who perform services for us or our subsidiaries are eligible to receive non-qualified stock options under the Plan.  The Plan is administered by our Board of Directors or a committee designated by our Board of Directors.

All stock options granted under the Plan are exercisable up to ten years from the date of grant. We are not permitted to grant incentive stock options under the Plan at exercise prices that are less than the fair market value of our common stock on the date of grant.  The term of an incentive stock option granted under the Plan to a shareholder owning more than 10% of our issued and outstanding common stock may not exceed five years and the exercise price of an incentive stock option granted to any such stockholder may not be less than 110% of the fair market value of our common stock on the date of grant. The Plan contains certain limitations on the maximum number of shares of our common stock that may be awarded in any calendar year to any one individual for the purposes of section 162(m) of the Internal Revenue Code.

            As of the date of this Agreement, there are outstanding options to purchase 2,000,000 shares of common stock, 1,000,000 of which have been granted at an exercise price of $.50 and 1,000,000 of which have been granted at an exercise price of $.75.

Transfer Agent and Registrar

             Our transfer agent and registrar is Pacific Stock Transfer Company.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our certificate of incorporation limits the personal liability of our officers and directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Delaware General Corporation Law.  Our by-laws also provide for the Company to indemnify directors and officers to the fullest extent permitted by the Delaware General Corporation Law.  These provisions may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from directors or officers.

The indemnification provisions described above provide coverage for claims arising under the Securities Act and the Exchange Act.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of the Company pursuant to our articles of incorporation, by-laws, the Delaware General Corporation Law, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Purchasers of the Shares and certain permitted assignees will be entitled to the rights provided in the Registration Rights Provisions attached to this Memorandum as Exhibit B. The following description summarizes certain terms contained within the Registration Rights Provisions.  The summary is not complete, however, and is qualified in its entirety by reference to all of the provisions contained in Exhibit B.

We have agreed to file a registration statement with the SEC within 90 days after completion of the Initial Acquisition to permit the public resale of the Shares. We have also agreed to use our commercially reasonable best efforts to cause that registration statement to be declared effective by the SEC as soon as practicable thereafter and to keep that registration statement effective until the earlier of two years after the completion of the Offering or until the Shares can be sold without restriction under Rule 144 of the Act. This includes using our best efforts to respond to any comments of the SEC within ten (10) business days following receipt thereof, or in the case of a full SEC review, within fifteen (15) business days following receipt thereof.If for any reason we do not file a registration statement for the Shares on the appropriate form within ninety (90) days after the completion of the Initial Acquisition, we will issue, pro rata, an additional 1%, in the aggregate, of the Shares sold in this Offering to the Investors for no additional costs.  Additionally, for every thirty (30) days that we are delayed from filing the registration statement, we will issue, pro rata, an additional 1% of the Shares sold in this Offering to the Investors for no additional costs. We agree to bear the expenses of such registration with the SEC and qualification under states' securities laws, including fees and disbursements of our counsel.

            Our obligation to effect such registration and to maintain its effectiveness is subject to the imposition of certain "blackout" periods. A "blackout period" is a period during which we may suspend offers and sales of the Shares because we have determined that, because of the existence of certain significant events or conditions, the registration and distribution of Shares under a registration statement would be seriously detrimental to us and to our shareholders. We may not impose blackout periods totaling an aggregate of more than 30 trading days in any rolling 12 month period.

Our obligation to register your Shares is subject to your providing us with certain information described in the Registration Rights Provisions which we need to register those Shares.

Your may only assign your registration rights (a) if you are a partnership, to your present or former partners in accordance with their partnership interests, (b) if you are a corporation, to your stockholders in accordance with their interests in the corporation, (c) if you are a limited liability company, to your present or former members in accordance with their membership interests, (d) if you are an individual, to your spouse, descendants, or certain entities which are solely for the benefit of such individuals, or (e) to your affiliates.

The Registration Rights Provisions may be amended with the consent of the holders of a majority of the Shares purchased in this Offering. Under those circumstances, your Registration Rights could be diminished without your consent.

All net proceeds of the Offering will be placed by us into an interest bearing segregated account (the “Segregated Account”) and may be invested in high-quality liquid short-term investments.  The proceeds will be held in the Segregated Account until we complete the Initial Acquisition.  Upon completion of the Initial Acquisition, all proceeds from the Segregated Account will be available to us and used for the purposes described in this Memorandum.  See “USE OF PROCEEDS”.

In the event that we do not complete an Initial Acquisition within twelve (12) months after completion of this Offering (the “Repurchase Date”), we will offer to repurchase the Shares from each holder of record of the Shares on the Repurchase Date at a price equal to $.405 per Share (the net proceeds attributable to the Shares), plus any interest earned on such amount (the “Repurchase Amount”) by providing written notice (the “Repurchase Notice”) to each holder of record of the Shares on the Repurchase Date.  The Repurchase Notice shall inform each holder of its right to sell the Shares to us and direct each holder to execute and return the Repurchase Notice to us within thirty (30) days indicating whether he, she or it desires to exercise or waive such right. 

Holders waiving such right will continue to be stockholders of the Company and funds allocable to the Shares held of record by such holders will be available to us and used for the purposes described in this Memorandum.  See “USE OF PROCEEDS”.  Holders desiring to exercise such right shall return to us all certificates evidencing the Shares in the manner and to the place designated in the Repurchase Notice.  Upon our receipt of certificates evidencing the Shares, we will pay the Repurchase Amount to the person whose name appears on the certificate and such holder shall no longer be a stockholder of the Company.  In the event that a holder notifies us that it desires to exercise such right and fails to return to us its certificates evidencing the Shares, such holder shall have no rights as a stockholder of the Company or otherwise except for the right to receive the Repurchase Amount from us at such time as the certificates are received by us. 

PLAN OF DISTRIBUTION

We are offering to sell up to $6,600,000 of common stock ($7,700,000 if the Offering Option is exercised) pursuant to the terms of this Memorandum.  The closing of the Offering and the disbursement of funds are specifically conditioned upon our receipt and acceptance of subscriptions aggregating at least $4,400,000.  If at any time during the Offering, subscriptions from investors acceptable to us for 10,000,000 Shares have been received and accepted, we may (1) accept such subscriptions at an initial closing and (2) continue to offer for sale the remaining Shares until the earlier of the date all Shares are sold or the close of the offering period.  After the initial closing, we may accept subscriptions until the close of the Offering Period and funds released from escrow at additional closings held at such time or times as the Company shall deem advisable.  The minimum dollar amount of Shares that may be purchased by any subscriber is $50,000, unless we waive the requirement in our sole discretion.

If you wish to subscribe for Shares, you must complete the subscription documents in the form attached to this Memorandum and follow the instructions for assuring that payment is made for the full purchase price in immediately available funds.  All such funds will be deposited in a non-interest earning escrow account (the “Escrow Account”) established with a third party financial institution.  Such funds must be deposited by November 30, 2005, or such later date that we determine, however no later than December 31, 2005 (“Termination Date”).  The funds will be held in the Escrow Account until the closing of the Minimum Amount at which time the funds will be distributed to us and the Shares will be issued. 

In the event total acceptable subscriptions to us and funds deposited in the Escrow Account by the Termination Date do not reach $4,400,000 original subscription amounts will be returned to each subscriber together with interest earned, if any, on each subscription while it was in the Escrow Account. 

Placement Agent.  We have engaged Emerging Growth Equities, Ltd. (the “Placement Agent”) in order to place some or all of the Shares being offered hereunder.  The Shares will be sold on a best-efforts basis.  There is no firm commitment by any Placement Agent, or any other person, to purchase or sell the Shares.  A Placement Agent may engage other participating dealers in connection with the Offering and may reallocate a portion of its compensation. 

We will pay the Placement Agent a cash fee equal to 8% of the gross sales price of all Shares sold in the Offering by the Placement Agent. We have also agreed to issue to the Placement Agent common stock purchase warrants (the “Placement Agent Warrants”) to purchase 8% of the Shares sold in this Offering (subject to limited carve-out for certain investors identified by us prior to the engagement of the Placement Agent). The Placement Agent Warrants will have an exercise price equal to 120% of the price of the Shares sold in this Offering, and will have a term of five years.  We have also agreed to indemnify the Placement Agent against certain liabilities, including certain liabilities under the Securities Act of 1933.

Expenses.  We will pay all of our costs and expenses of the Placement Agent in connection with the Offering, including, but not limited to, all expenses related to the costs incurred to prepare, reproduce or print this Memorandum, legal expenses and other expenses incurred in qualifying the Offering for sale under state securities, or “blue sky,” laws of such jurisdictions as may be reasonably requested by the Placement Agent, and the reasonable fees and expenses of our and the Placement Agent’s attorneys and accountants. 

The common stock is being offered for sale pursuant to Rule 506 of Regulation D of the Securities Act to an unlimited number of persons who meet the definition of an “accredited investor” under Regulation D.  An “accredited investor” under Regulation D includes any person who satisfies any one of the categories of accredited investors set forth in Rule 501(a) of Regulation D promulgated under the Securities Act, including without limitation any one of the following:

1.   any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000;

2.   any natural person who had an income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

3.   any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;

4.   a corporation, partnership, limited liability company, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code, not formedfor the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

5.   an employee benefit plan (a) if the investment decision is made by a plan fiduciary, which is a bank, an insurance company, a savings and loan association, or a registered investment advisor, (b) which has assets in excess of $5,000,000, or (b) which is a self-directed plan (such as a self-directed IRA, Keogh, or SEP plan) with investment decisions made solely by persons that are accredited investors; or

6.   any bank or any savings and loan association whether acting in its individual or fiduciary capacity; any registered broker or dealer; any insurance company; any registered investment company; and business development company; and SBIC; and any government employee benefit plan with total assets in excess of $5,000,000; and

7.   any entity in which all of the equity owners are accredited investors.

If you are an entity that qualifies as an accredited investor only because all of your equity owners are accredited investors (as described in paragraph 7 above), each equity owner of the investing entity must represent to the Company that he or she is an accredited investor.

Other representations of the subscriber are set forth in the Subscription Agreement attached hereto as Exhibit A.  You must, prior to execution of the Subscription Agreement, carefully review the same and to insure that the representations are in fact true and correct.  If any of these representations are made falsely, the investor and the Company could be found to be in violation of federal and state securities laws.

Ability to Accept Limitations on Transfer

You will not be able to liquidate your investments in the event of emergency or for any other reason due to the substantial restrictions on transfer imposed under federal and state securities laws on resale thereof.  The qualification standards for accredited investors are a minimum requirement for qualification of purchasers of common stock and the satisfaction of such standards does not necessarily mean that the common stock is a suitable investment for you.

How to Subscribe

You may purchase Shares in this Offering by completing and signing the Subscription Agreement and Purchaser Questionnaire in the form attached to this Memorandum and delivering them to the Placement Agent prior to the expiration date of this Offering.  The subscription amount must be paid by wire transfer to:

Radiant Logistics, Inc. - Escrow Account

Wachovia Bank, National Association, Charlotte, NC–

ABA #053 000 21,

Wachovia AC #5 0000 0001 6439

FFC: Radiant Logistics, Inc.

Escrow Acct # 1572014671

Attn: Jerry Arleth CT 1870 Notify: 215 ###-###-####.

 All subscription funds will be deposited into a segregated bank account where they may be invested in high-quality, liquid short-term investments.  The Subscription Agreement contains numerous warranties, representations and agreements on the part of the subscriber.  Therefore, you should read the Subscription Agreement carefully before subscribing to purchase Shares.  Certificates for the Shares subscribed will be issued as soon as practicable after subscriptions have been received and accepted by the Company and the Offering has been closed.

If you retain a purchaser representative to assist in evaluating the merits and risks associated with investing in the Shares, you must have your purchaser representative complete and return the Purchaser Representative Certificate to us.  We will thereafter review the qualifications of the proposed purchaser representative and will notify you if such purchaser representative is not acceptable to the Company as a purchaser representative.  Your purchaser representative will be required to disclose to you any past, present or proposed future relationship between the purchaser representative or its affiliates and the Company or its affiliates.

You may not withdraw funds deposited into the Escrow Account.  In the event we do not accept your subscription, your subscription funds will be returned to you without interest or deductionimmediately upon rejection of a subscription.  We may accept any subscription in whole or in part.  In addition, we reserve the right to reject any subscription in our sole discretion for any reason whatsoever and terminate the Offering at any time prior to our acceptance of subscriptions.

This Offering will expire at 5:00 p.m. on November 30, 2005,unless extended by us, without prior notice to subscribers, to no later than December 31, 2005.  Upon our acceptance of subscriptions for the number of Shares offered hereby, the Escrow Agent may immediately disburse funds to the Company.

             We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Reports filed with the SEC pursuant to the Exchange Act, including proxy statements, annual and quarterly reports, and other reports filed by the Company, can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.20549.  You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.  You can request copies of these documents upon payment of a duplicating fee by writing to the SEC.  Our filings are also available on the SEC’s Internet site at http://www.sec.gov.

             We have also agreed to make available, prior to consummation of the Offering, to each offeree of Shares and their representatives, the opportunity to ask questions of and receive answers from us or any person acting on our behalf concerning the terms and conditions of this Offering, our business and prospects and to obtain any additional information necessary to verify the accuracy of any representations or information contained in this Memorandum to the extent that we possess such information or can acquire it without unreasonable effort or expense.  Such information will likely to include material non public information which prospective investors must expressly agree to keep confidential and not disclose to any other person.

EXHIBIT A –

SUBSCRIPTION AGREEMENT

EXHIBIT B –

REGISTRATION RIGHTS AGREEMENT

SUBSCRIPTION AGREEMENT

Radiant Logistics, Inc.

1604 Locust Street, 3^rd Floor

Philadelphia, PA  19103

            Re:      Proposed Offering

Gentlemen:

The undersigned Subscriber hereby applies to Radiant Logistics, Inc., a Delaware corporation (hereinaf­ter referred to as "you" or “Company”), to purchase that number of shares of Common Stock (“Shares”) as are set forth on the signature page hereof, to the extent such Shares have been offered by the Company (the “Offering”) in the Company’s Confidential Private Placement Memorandum dated November 1, 2005 (the “PPM”).  This subscription may be reject­ed by the Company at any time in its sole discretion.  The Subscriber under­stands that the Company will advise him as soon as practicable if this subscription has not been accepted or the Offering is withdrawn.  If rejected, or if the Offering of Shares is with­drawn, all amounts delivered by the Subscriber in payment for any Shares will be promptly returned to the Subscriber and this Subscription Agreement shall have no further force or effect.  If this subscription is rejected, the Subscriber agrees to return to the Company any documents that have been provided to the Subscriber for the purpose of evaluating this Offering. If this subscription is accepted, the Company will promptly provide the Subscriber with that number of share certificates representing the number of Shares purchased. (In the event this subscription is on behalf of an entity, all references in this Subscrip­tion Agreement to "I", "me", and "my" shall refer to such entity).

1.        Representations and Warranties of Subscriber.

As an inducement to the Company to sell the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company as follows (either in the Subscriber’s individual capacity or as an authorized representa­tive of an entity, if applicable), with such representations and warranties to survive the Subscriber’s receipt (or the receipt by such entity) of the Shares:

(a)        Organization and Qualification

If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on the Subscriber, and the Subscriber is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on it.

If the Subscriber is an entity, the address of its principal place of business is as set forth on the signature page hereto, and if the Subscriber is an individual, the address of its principal residence is as set forth on the signature page hereto.