UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
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| R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the Quarterly Period Ended June 30, 2012 |
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| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the Transition Period from to |
Commission File Number: 001-33345
___________________
RAND LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | No. 20-1195343 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
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500 Fifth Avenue, 50th Floor | | |
| New York, NY | | 10110 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code:
(212) 644-3450
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| | Large accelerated filer £ | | Accelerated filer R |
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| | Non-accelerated filer £ | | Smaller reporting company £ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
17,724,306 shares of Common Stock, par value $.0001, were outstanding at August 6, 2012.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Rand Logistics, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Committee on August 7, 2012 (the “Form 10-Q”), is to furnish Exhibit 101, which contains the eXtensible Business Reporting Language (XBRL) Interactive Data Files for the financial statements and notes included in Part 1, Item 1 of the Form 10-Q.
Under Rule 405(a)(2)(ii) of Regulation S-T, this Exhibit 101 is permitted to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
No other changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, and does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify, restate or update in any way disclosures made in the Form 10-Q.
PART II. OTHER INFORMATION
(a) Exhibits
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| *31.1 | Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| *31.2 | Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| *32.1 | Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| *32.2 | Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| **101.INS | XBRL Instance Document |
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| **101.SCH | XBRL Taxonomy Extension Schema Document |
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| **101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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| **101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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| **101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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| **101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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| * Previously filed with Rand Logistics, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 7, 2012. |
| ** As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | RAND LOGISTICS, INC. |
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| Date: | September 6, 2012 | | /s/ Laurence S. Levy |
| | | | Laurence S. Levy |
| | | | Chairman of the Board and Chief |
| | | | Executive Officer (Principal Executive Officer) |
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| Date: | September 6, 2012 | | /s/ Joseph W. McHugh, Jr. |
| | | | Joseph W. McHugh, Jr. |
| | | | Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit Index
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| *31.1 | Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| *31.2 | Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| *32.1 | Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| *32.2 | Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| **101.INS | XBRL Instance Document |
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| **101.SCH | XBRL Taxonomy Extension Schema Document |
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| **101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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| **101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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| **101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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| **101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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| * Previously filed with Rand Logistics, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 7, 2012. |
| ** As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended. |
