UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Radiant Logistics, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
75025X 10 0
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(CUSIP Number)
Stephen M. Cohen
1604 Locust Street, 3rd Floor
Philadelphia, PA 19103
(215) 545-2863
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-l (e), 240.13d-l (f) or 240.13d-l(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d- 7 for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
CUSIP No. 75025X 10 0
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen M. Cohen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ............................................................X
(b) .............................................................
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3. SEC Use Only..............................................................
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
US Citizen
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Number of Shares 7. Sole Voting Power
Beneficially 4,404,176
Owned by Each -----------------------------------------------------------
Reporting Person 8. Shared Voting Power
With
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9. Sole Dispositive Power
4,404,176
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,404,176
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 15.6%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 75025X 10 0
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only). Ruth Cohen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ............................................................X
(b) .............................................................
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3. SEC Use Only..............................................................
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
US Citizen
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Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each -----------------------------------------------------------
Reporting Person 8. Shared Voting Power 0
With
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 0%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
The class of equity security to which this statement relates is the common
stock, $.001 par value per share (the "Common Stock"), of Radiant Logistics,
Inc., a Delaware corporation (the "Company"). The address of the principal
executive offices of the issuer is 1604 Locust Street, 3rd Floor, Philadelphia,
PA 19103.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Stephen M. Cohen and Ruth Cohen, both of whom
are US citizens. Mr. Cohen is the General Counsel of Radiant Logistics. Mr. and
Mrs. Cohen's business address is 1604 Locust Street, 3rd Floor, Philadelphia, PA
19103. The shares of Common Stock identified herein are owned of record by Mrs.
Cohen. Mr. Cohen has the sole power to vote and dispose of the shares.
Neither Mr. Cohen nor Mrs. Cohen has, during the past five years: (i) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction for which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, or (ii) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mrs. Cohen acquired 1,258,333 shares of Common Stock on October 18, 2005 from
Daniel Bernstein, an individual, in a private transaction for an aggregate
purchase price of six thousand and fifty dollars ($6,050). The source of funds
was personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The shares were acquired for investment purposes. Concurrent with the closing of
the purchase of the shares, Mr. Cohen was appointed Treasurer, Secretary and
Director of the Company. As reported by the Company in its Current Report on
Form 8-K dated October 18, 2005, the forgoing transaction resulted in a change
in control of the Company pursuant to which the Company has discontinued its
former business model, amended its certificate of incorporation to change its
name to Radiant Logistics, Inc., and intends to reposition itself as a global
transportation and supply chain management company through the strategic
acquisition of regional best-of-breed non-asset based transportation and
logistics service providers. Provided it can secure adequate funding to finance
its growth objectives, the Company plans to achieve this objective by completing
an initial platform and other follow on acquisitions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) This filing relates to 4,404,166 shares of Common Stock of the Company
representing 15.6% of the issued and outstanding shares of Common Stock.
Although Mrs. Cohen is the sole record owner and sole economic beneficiary of
the shares, she intends to rely solely and exclusively upon the advice of Mr.
Cohen with respect to the voting and disposition of the shares. Accordingly, Mr.
Cohen is deemed to be the beneficial owner of the shares for the purposes of the
federal securities laws.
(b) Mr. Cohen has the sole power to vote or direct the vote of and sole power to
dispose or direct the disposition of all of the 4,404,166 shares of Common
Stock.
(c) Other then the transaction described in Item 3, no other transactions in the
Common Stock of the Company have been effected in the past 60 days by Mr. Cohen
or Mrs. Cohen.
(d) No other persons have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the shares which are
the subject of this filing.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or other understandings
between Mr. Cohen or Mrs. Cohen and any other person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 Share Purchase Agreement dated October 18, 2005 by and between Daniel
Bernstein and Ruth Cohen.
99.2 Schedule 13D Joint Filing Agreement dated October 27, 2005 by and between
Stephen M. Cohen and Ruth Cohen.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 31 2005
/s/ Stephen M. Cohen
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Stephen M. Cohen
Dated: October 31, 2005
/s/ Ruth Cohen
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Ruth Cohen
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) SEC 1746 (11-03)