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
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(Title of Class of Securities)
75025X 10 0
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(CUSIP Number)
Bohn H. Crain
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).
Bohn H. Crain
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .............................................................
(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 13,212,500
Owned by Each ----------------------------------------------------------
Reporting Person 8. Shared Voting Power
With
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9. Sole Dispositive Power
13,212,500
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,212,500
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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) 46.8%
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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).
Radiant Capital Partners, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .............................................................
(b) .............................................................
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3. SEC Use Only..............................................................
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4. Source of Funds (See Instructions) WC
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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
Delaware
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Number of Shares 7. Sole Voting Power
Beneficially 13,212,500
Owned by Each ----------------------------------------------------------
Reporting Person 8. Shared Voting Power
With
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9. Sole Dispositive Power
13,212,500
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,212,500
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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) 46.8%
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14. Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities 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 Radiant Capital Partners, LLC, a Delaware
limited liability company ("RCP"), and Bohn H. Crain, the sole member and Chief
Executive Officer of RCP. Mr. Crain is a US citizen and is the Chief Executive
Officer of Radiant Logistics, Inc. His business address is 1604 Locust Street,
3rd Floor, Philadelphia, PA 19103. The principal business of RCP is providing
management consulting services and its principal business address is 185
Biddulph Road, Radnor, PA 19087.
Neither RCP nor Mr. Crain have, 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
RCP acquired 3,000,000 shares of Common Stock on October 18, 2005 from David
Bennett, an individual, in a private transaction for an aggregate purchase price
of fourteen thousand and twenty three dollars ($14,023). On October 18, 2005,
RCP acquired 775,000 shares of Common Stock from Daniel Bernstein, an
individual, in a private transaction for and aggregate purchase price of three
thousand seven hundred and twenty six dollars ($3,726). The source of funds for
both transactions was working capital of RCP.
On October 20, 2005, the Company issued an option to Mr. Crain to purchase
1,000,000 shares of Common Stock at an exercise price of $.50 per share which
vests in equal annual installments over the five year period commencing on the
date of grant.
On October 20, 2005, the Company issued an option to Mr. Crain to purchase
1,000,000 shares of Common Stock at an exercise price of $.75 per share which in
vests equal annual installments over the five year period commencing on the date
of grant.
ITEM 4. PURPOSE OF TRANSACTION
The shares were acquired for investment purposes. Concurrent with the closing of
the purchase of the shares, Mr. Crain was appointed the Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors 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) After giving effect to the 3.5 to 1 stock dividend paid on October 20, 2005,
this filing relates to 13,212,500 shares of Common Stock of the Company
representing 46.8% of the issued and outstanding shares of Common Stock. The
forgoing does not include 2,000,000 shares of Common Stock issuable upon
exercise of options issued to Mr. Crain which are subject to vesting.
(b) Mr. Crain is the sole member and manager of RCP and has the sole power to
vote or direct the vote of and sole power to dispose or direct the disposition
of all of the 13,212,500 shares of Common Stock acquired.
(c) Other then the transactions described in Item 3, no transactions in the
Common Stock of the Company have been effected in the past 60 days by Mr. Crain
or RCP.
(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. Crain or RCP 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 David
Bennett and Radiant Capital Partners, LLC.
99.2 Share Purchase Agreement, dated October 18, 2005 by and between Daniel
Bernstein and Radiant Capital Partners, LLC.
99.3 Schedule 13D Joint Filing Agreement dated October 26, 2005 by and between
Radiant Capital Partners, LLC and Bohn H. Crain.
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/ Bohn H. Crain
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Bohn H. Crain
Dated: October 31, 2005
Radiant Capital Partners, LLC
By:/s/ Bohn H. Crain
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Bohn H. Crain
Chief Executive Officer
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)