10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2011

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to             .

Commission file number: 001-31265

RAND WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	84-1035353
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

161 Worcester Road, Suite 401, Framingham, Massachusetts	01701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (508) 663-1400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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  ¨    No  ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨ (Not applicable)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  x

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

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

The aggregate market value of the voting and non-voting equity stock held by non-affiliates of the registrant as of September 12, 2011 was approximately $36,313,017.

The number of shares of common stock outstanding as of September 12, 2011 was 51,922,878.

DOCUMENTS INCORPORATED BY REFERENCE

Information required by Part III of this Form 10-K is incorporated therein by reference to the Registrant’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Stockholders.

TABLE OF CONTENTS

PART I		2
ITEM 1.	Business	2
ITEM 1B.	Unresolved Staff Comments	7
ITEM 2.	Properties	7
ITEM 3.	Legal Proceedings	8
ITEM 4.	(Removed and Reserved)	8
PART II		9
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 8.	Financial Statements and Supplementary Data	22
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	22
ITEM 9A.	Controls and Procedures	22
ITEM 9B.	Other Information	22
PART III		23
ITEM 10.	Directors, Executive Officers and Corporate Governance	23
ITEM 11.	Executive Compensation	23
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	23
ITEM 14.	Principal Accounting Fees and Services	23
PART IV		24
ITEM 15.	Exhibits, Financial Statement Schedules	24
SIGNATURES		26
EXHIBIT INDEX

This Annual Report of Rand Worldwide, Inc. on Form 10-K for the year ended June 30, 2011 may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of “forward-looking statements”. Statements that are not historical in nature, including those that include the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and similar expressions, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which Rand Worldwide, Inc. operates, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions; cost of capital, demand for products and services; changes in Rand Worldwide, Inc.’s competitive position or competitive actions by other companies; the ability to manage growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond the Rand Worldwide, Inc.’s control. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on the Rand Worldwide, Inc.’s business or operations. Except as required by applicable laws, Rand Worldwide, Inc. does not intend to publish updates or revisions of forward-looking statements it makes to reflect new information, future events or otherwise.

When used throughout this annual report, the terms “Rand Worldwide”, “the Company”, “we”, “us” and “our” refer to Rand Worldwide, Inc. and, unless the context clearly indicates otherwise, its consolidated subsidiaries.

PART I

ITEM 1. BUSINESS

Background

Rand Worldwide, Inc. was until January 1, 2011 known as “Avatech Solutions, Inc.” Avatech Solutions, Inc. (“Avatech”) was formed as a Delaware corporation on September 9, 1996. During fiscal years 1997 through 1999, Avatech consummated business combinations with 10 companies that provided design automation software, training, technical support, and professional services to corporations, government agencies, and educational institutions throughout the United States. In November 2002, Avatech completed a merger with PlanetCAD, Inc. (“PlanetCad”) and became a wholly owned subsidiary of PlanetCAD, after which PlanetCAD changed its name to “Avatech Solutions, Inc.” and the original Avatech Solutions, Inc. changed its name to “Avatech Solutions Subsidiary, Inc.”

On August 17, 2010, Avatech acquired the Delaware corporation then known as “Rand Worldwide, Inc.” in a reverse merger transaction that resulted in the pre-merger Rand Worldwide becoming a wholly owned subsidiary of Avatech. In connection with the merger, the pre-merger Rand Worldwide’s stockholders received shares of Avatech common stock representing approximately 66% of the outstanding shares of Avatech common stock and Avatech’s stockholders retained approximately 34% of the outstanding shares of Avatech common stock. When calculated based on the number of shares of common stock outstanding on a fully diluted basis on August 17, 2010, the merger consideration was equal to 59.3% of the total common equivalent shares at closing. Although Avatech was the legal successor in the merger, the shares of Avatech common stock issued to the pre-merger Rand Worldwide’s stockholders exceeded 50% of the outstanding shares of Avatech common stock outstanding immediately after the merger, so the pre-merger Rand Worldwide was deemed, for accounting and SEC reporting purposes, to be the continuing reporting entity, and the assets and liabilities and the historical operations that will be reflected in our consolidated financial statements going forward will be those of Rand Worldwide. On January 1, 2011, Avatech Solutions, Inc. changed its name to “Rand Worldwide, Inc.” and changed its official stock ticker symbol from AVSO.OB to RWWI.OB.

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The pre-merger Rand Worldwide, Inc. was formed in August 2007 for the purpose of allowing certain US limited partnerships associated with a domestic private investment firm to acquire, in November 2007, all of the outstanding shares of Rand A Technology Corporation which had been a publicly traded Canadian corporation. Rand Worldwide, through its subsidiary companies, carried on the business of Rand A Technology Corporation.

General

Rand Worldwide is a leader in design, engineering, and facilities management technology solutions with expertise in computer aided design (“CAD”) software, data management, facilities management, and process optimization for the manufacturing, engineering, and building design industries. The Company specializes in software resale, technology consulting, implementation, integration, training, and technical support solutions that enable clients to more effectively design, develop, and manage projects, products, and facilities. The Company is globally diversified with offices in the United States, Canada, Australia, Malaysia and Singapore. Rand Worldwide has over 20 years of industry experience and expertise, an extensive list of training and implementation services and long standing relationships with design technology leader Autodesk, Inc. The Company’s clients include corporations, government agencies, and educational institutions.

The Company differentiates itself from traditional product resellers through a wide range of value-added services, consisting primarily of training, technical support, professional services and courseware development. It also provides software customization, data migration, computer-aided design standards consulting, process workflow analysis, and implementation assistance for complex design environments. Its strategic focus is to provide clients a competitive advantage with technology solutions that address broad, enterprise-wide initiatives.

Rand Worldwide’s sales and service delivery network consists of approximately 249 employees operating out of 51 business offices throughout the world. The Company has an extensive sales database that contains several hundred thousand point-of-contact names collected over its history and an active customer list of approximately 30,000 private firms, federal, state, and local agencies, and colleges and universities.

The Company’s ongoing strategic plan calls for it to leverage the solid core business base that has been established to profitably grow its product and services offerings in the design engineering market space. Concurrently, the Company plans to continue to identify and engage in diverse software and services opportunities through strategic relationship development while taking advantage of its established brand, its geographic footprint and technical expertise to accomplish its objectives. Thus, the strategic plan calls for the Company to target specific product lines that will maximize its Autodesk business, to leverage its market position and core competencies, and to grow the Services component of its business. This strategy remains unchanged after the August 2010 merger with the pre-merger Rand Worldwide except that management believes that the opportunities to execute its strategies have been greatly expanded by the combination of the two organizations.

Rand Worldwide has a software development team within its professional services group that is charged with the responsibility of developing software-based solutions for customers that improve the customers’ design workflow processes. These may include sales-oriented configuration tools or engineering-oriented automation and integration tools. The solutions often involve automating or enhancing the software products the Company sells. While focused on professional services, the team has developed a variety of small applications which are packaged and sold commercially to its customers. It is Rand Worldwide’s intention to continue the development of software applications as well as to identify new areas for commercial software development. There can be no assurance that any future sale will result in a similar amount of income to the Company.

The Company’s product sales are somewhat cyclical, and increase when the developer of a specific software product offers a new version, promotions or discontinues support of an older product. As is common among software resellers, the Company purchases products from its suppliers with a combination of cash and credit. The Company allows returns in limited situations.

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Products

Substantially all of Rand Worldwide’s business consists of the sale of prepackaged software and associated services to customers. Sales are focused on the following five major product categories and associated value-added services.

Design Automation. More than 94% of product revenues arise from the resale of design software developed by Autodesk for the building design and land development, manufacturing, utilities, and telecommunications industries, and the delivery of related services from the sales of these products. These product sales are primarily packaged software programs installed on a user workstation, on a local area network server, or in a hosted environment. The programs perform and support a wide variety of functions related to design, drafting, manufacturing, workflow automation, and document management activities.

Rand Worldwide also provides 3D laser scanning products including hardware, software, equipment rentals and training. This solution provides accurate as-builts of existing structures and facilities, resulting in a more accurate and cost effective design.

Data Management. Data management software products help businesses reduce costs, improve quality, strengthen relationships with customers and suppliers, and deliver more innovative products and services to minimize product time-to-market by leveraging the value of existing data.

Facilities Management. Physical assets, such as real estate, buildings, equipment, materials, and furniture are a significant percentage of an organization’s total asset value. These assets are used by many different business units, departments, and individuals, and must be accurately managed in order to extend asset life cycles and keep operating costs at a minimum.

Integrated Workplace Management Systems (“IWMS”) and Computer Aided Facilities Management (“CAFM”) systems enable organizations to make informed strategic and business decisions that optimize return on investment, lower asset lifecycle costs, and increase enterprise-wide productivity and profitability. Organizations of all sizes, spanning the financial, educational, governmental, healthcare, and manufacturing industries, use these solutions to deliver timely, relevant facilities information as part of their strategic business plans.

Geographic Information Systems (“GIS”) permit users to link together disparate data files (maps, aerial photos, tax records, marketing data, etc.) and provide the user with a unified image and knowledge base of a specific geographic location or building location. When combined with information from a facilities management system, information from GIS applications provide an integrated facilities view that allows enhanced analysis in various spatial contexts for professionals responsible for asset tracking, maintenance, emergency preparedness, space allocation, and construction planning.

The Company sells, customizes, and implements IWMS and CAFM solutions through its dedicated salespeople, technical specialists, and a network of strategic partners. It also provides GIS database development services to facilities management customers, both through its employees and strategic partners.

The Company occasionally develops add-ons, utilities and other software complimentary to its resale products or otherwise beneficial to its customer base. Such software is either offered for sale or provided at no cost to customers.

RAND Secure Archive. From total cost of ownership and scalability, to security and compliance, digital data archiving has become a leading IT and legal department challenge. Companies are investing time, money and resources to implement and manage complex digital data archiving systems to effectively handle massive amounts of electronic data. RAND Secure Archive offers data archiving and management solutions based on world-class technology. With RAND Secure Archive, companies can simplify the process to store, manage and search data and electronic communications enabling internal compliance with regulatory and corporate governance.

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RAND Secure Archive is a fully-hosted, on-demand solution that allows for rapid eDiscovery searches, governance, legal hold and data recovery. Data is hosted on secure servers with direct data access available at all times.

ASCENT Courseware. Through its ASCENT division, the Company is the leading developer and publisher of professional training and knowledge products for engineering software applications. ASCENT courseware is distributed globally through outside distribution channels and its products are used to train thousands of people in the engineering and manufacturing fields around the world each year. ASCENT’s courseware for the Autodesk products has received Autodesk Official Training Guide (AOTG) designation.

Services

Professional services include project-focused software implementations, software customization, data migration, computer aided design standards consulting, supplemental design staffing, drawing digitization, and symbol library development. The Company employs over 100 industry specialists who provide professional services to its design automation customers.

Rand Worldwide offers training courses in approximately 50 different subjects related to various software solutions offered at 51 training facilities and through mobile labs sent to customer sites or other off-site facilities. Training is led by 86 technical experts that have formal training or proven industry experience in the topics they teach. The Company also provides training services that are highly tailored to meet the needs of a particular customer, including company-specific operational topics, customized product usage, and other general technology or process training. As part of the training offering, the Company has developed and deployed an Internet-based assessment tool that allows its clients to test their employees’ knowledge and ability to use the software tools.

The Company provides end-user support services through its Solution Center which provides customers with access to highly-trained certified product-specific support engineers who accelerate issue resolution, live telephone and desktop support, online case management, and the ProductivityNOW Online Portal. A staff of full-time technology consultants assists customers with questions about product features, functions, usability issues, and configurations. The Solution Center offers services through multiple access levels including prepaid services, actual elapsed time, and annual support contracts.

Rand Worldwide also offers a consulting services division with a focus on using technology to fulfill strategic objectives. Typical projects target the automation and embedding of design rules, workflows, and standards into technology tools to automate processes and eliminate bottlenecks.

Markets and Competition

Design Automation. In the design automation market, Rand Worldwide focuses on providing enterprise solutions to small- and medium-sized businesses with under one billion dollars of annual revenue, primarily in the architecture, engineering, and construction (“AEC”) market and the mechanical design and manufacturing (“MFG”) market. The AEC market is comprised of design services focused on the construction of large physical assets such as buildings, roads, factories, utility companies, and commercial infrastructure projects. The MFG market is primarily focused on the design, tooling, assembly, and testing of instruments, electronic devices, machines, mechanical devices, and power-driven equipment.

While several local and regional competitors exist in the various geographic territories where the Company conducts business, it believes that it has a competitive advantage in terms of geographic reach, comprehensive training and support, and the provision of other products and services, and that it is one of the largest commercial Autodesk resellers in the United States. One national competitor that could be compared to Rand Worldwide in scale, size, geographical reach, and target markets for the resale of Autodesk products is Tata Technologies Company (“Tata”).

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Tata is a systems integrator for design automation products with offices located in fourteen countries and has headquarters in the United States, London, and India. While the Company believes that Tata has greater revenues than Rand Worldwide, the Company estimates that the Autodesk portion of Tata’s business is less than its Autodesk business.

Data Management. In this market, the Company faces similar competition from local and regional Autodesk resellers in its design automation business.

Facilities Management. The Company provides IWMS and CAFM solutions to organizations of all sizes, spanning the financial, educational, governmental, healthcare, and manufacturing industries. As a reseller of technology from ARCHIBUS and Idisis, the Company competes with not only competitive applications but also other resellers of the products it represents.

Arrangements with Principal Suppliers

Revenues are primarily derived from the resale of vendor software products and services. These sales are made pursuant to channel sales agreements whereby Rand Worldwide is granted the authority to purchase and resell the vendor products and services. Under these agreements, the Company both resells software directly to its customers and acts as a sales agent for various vendors and receives commissions for its sales efforts.

On February 1, 2010, certain subsidiaries of Rand Worldwide entered into renewable Value Added Reseller Agreements with Autodesk. The renewable agreements have a term of three years but provide targets for a one-year period. Under these agreements, Autodesk appointed the Company as a non-exclusive partner to market, distribute, and support Autodesk software products and identifies targets for the upcoming year. The territories for such authorizations include the authorization to sell various Autodesk products in parts of the United States and Australia and in all of Canada, Malaysia and Singapore. The Company must achieve yearly minimum purchase requirements from the sale of Autodesk’s various software products in order to be eligible to purchase such products directly from Autodesk. For the year ended June 30, 2011, the Company’s revenue from the sale of Autodesk software and subscriptions was approximately $58.4 million.

Customers

The Company markets its products to private companies, public corporations, government agencies, and educational institutions throughout the United States, Canada, Australia, Malaysia and Singapore. In the fiscal year ended June 30, 2011, the revenues generated by our top ten customers represented approximately ten percent of consolidated revenues, and no single customer accounted for five percent or more of our consolidated revenues.

Intellectual Property

The Company regards its technology and other proprietary rights as essential to its business. As such, it relies on copyright, trade secret, confidentiality procedures, contract provisions, and trademark law to protect its technology and intellectual property. Rand Worldwide has confidentiality agreements with its consultants and corporate partners and controls access to, and distribution of, its products, documentation, and other proprietary information.

Rand Worldwide owns several federally registered trademarks, and has other trademark applications pending, but has no patents or patent applications pending. This Annual Report contains trademarks and trade names of Rand Worldwide and its affiliates as well as those of other companies. All trademarks and trade names appearing in this report are the property of their respective holders.

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Employees

At June 30, 2011, the Company had 378 employees, of which 372 are full-time employees including 30 at our Owings Mills, Maryland office and 13 at our Framingham, Massachusetts office, which offices constitute our corporate headquarters and house a training facility and some sales and technical personnel. Other employees are located in 49 other offices throughout the United States, Canada, Australia, Malaysia and Singapore. None of our employees are represented by collective bargaining agreements, and we have never experienced a work stoppage. We believe that our employee relations are good.

Available Information

Rand Worldwide maintains an Internet site at http://rand.com on which it makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). In addition, stockholders may access these reports and documents on the SEC’s web site at www.sec.gov. The Company’s executive offices are located at 161 Worcester Road, Suite 401, Framingham, Massachusetts 01701 and its telephone number is (508) 663-1400.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to smaller reporting companies.

ITEM 2. PROPERTIES

The Company has corporate offices in Framingham, Massachusetts and Owings Mills, Maryland with leases for 10,127 and 13,430 square feet that expire on October 31, 2015 and September 30, 2011, respectively. A five-year lease on a new 10,179 square foot office in Owings Mills will begin on October 1, 2011 at which time the current Owings Mills office will relocate. These facilities house executive and primary administrative offices as well as accounting, order processing operations, IT, sales, and marketing. The Company also leases office space at the following locations:

Domestic Locations	Square Footage		Term
California—Newport Beach		948		10/31/2013
Colorado—Greenwood Village		7,462		12/31/2011
Florida—Maitland		3,425		10/31/2014
Florida—Tampa		4,103		3/31/2014
Illinois—Chicago		2,095		10/31/2017
Illinois—Rolling Meadows		3,440		4/30/2015
Indiana—Indianapolis		3,129		4/30/2013
Iowa—Cedar Rapids		2,456		10/31/2014
Iowa—Des Moines		3,027		10/31/2014
Michigan—Grandville		700		2/28/2012
Michigan—Troy		5,090		3/31/2014
Minnesota—St. Paul		2,725		3/31/2012
Nebraska—Omaha		5,473		8/31/2013
New Hampshire—Bedford		2,843		1/31/2016
New Mexico—Albuquerque		2,490		7/31/2012
New York—Albany		2,027		5/31/2015
New York—Buffalo		1,875		9/30/2013
New York—New York		1,741		5/31/2012
New York—Syracuse		1,280		11/30/2011
North Carolina—Charlotte		2,093		5/31/2016

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North Carolina—Morrisville		3,671		11/30/2011
Ohio—Cleveland		11,452		3/31/2012
Ohio—Columbus		1,152		2/28/2013
Ohio—Toledo		435		4/30/2012
Ohio—Vandalia		1,567		10/31/2016
Oregon—Portland		3,147		10/31/2015
Texas—Houston		3,384		12/31/2013
Texas—Irving		4,588		4/30/2013
Utah—Murray City		2,870		5/31/2015
Virginia—Charlottesville		984		2/28/2013
Virginia—Richmond		1,832		9/30/2015
Virginia—Virginia Beach		5,887		10/31/2014
Washington—Seattle		3,621		10/31/2015
Wisconsin—Milwaukee		1,909		4/30/2016
International Locations	Square Footage		Term
Alberta—Calgary, CA		4,239		4/30/2014
Alberta—Edmonton, CA		3,075		7/31/2012
British Columbia—Richmond, CA		3,114		9/30/2011
Manitoba—Winnipeg, CA		1,517		10/31/2012
Nova Scotia—Halifax, CA		1,850		12/31/2011
Ontario—London, CA		900		2/28/2013
Ontario—Mississauga, CA		12,063		9/30/2019
Ontario—Nepean, CA		955		8/31/2014
Quebec—Montreal, CA		3,785		12/31/2011
Saskatchewan—Regina, CA		280		12/31/2013
Saskatchewan—Saskatoon, CA		3,360		11/30/2015
Kuala Lumpur—Bikit Jalil, MA		1,250		1/31/2013
Singapore—Singapore, SI		2,725		4/30/2013
South Australia—North Adelaide, AU		1,964		6/30/2012
Victoria—Mount Waverley, AU		2,018		9/15/2011

The commercial real estate market is volatile and unpredictable in terms of available space, rental fees, and occupancy rates and preferred locations. The Company cannot be certain that additional space will be available when it is required, or that it will be affordable or in a preferred location.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company is involved in legal matters or named as a defendant in legal actions arising from normal operations, or is presented with claims for damages arising out of the conduct of its business. Management believes that no pending matter, alone or together with other pending matters, is likely to have a material adverse effect on the Company’s future financial condition or results of operations.

ITEM 4. (Removed and Reserved)

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price Data

Rand Worldwide’s common stock is not heavily traded. Trades are affected in privately-negotiated transactions and by certain broker-dealers, who make a market in the common stock through the OTCQB Market operated by the OTC Markets Group, Inc. Market information for the Company’s common stock may be found at the OTC Markets Group, Inc.’s Internet website, www.otcmarkets.com, under the symbol “RWWI”. The information contained in or accessed through that website is not part of this Annual Report or incorporated herein by reference. The following table sets forth, to the best knowledge of the Company, the high and low bid quotations per share, rounded to the nearest whole cent, as available through the OTCQB Market for each quarterly period within the two most recent fiscal years. These quotations represent prices between dealers and do not reflect retail mark-ups, mark-downs or commissions, and may not represent actual transactions. There may have been additional transactions during these periods of which the Company is not aware.

Period	High		Low
Fiscal Year Ended June 30, 2011
First Quarter	$	0.70	$	0.26
Second Quarter		0.75		0.26
Third Quarter		0.60		0.44
Fourth Quarter		0.85		0.26
Fiscal Year Ended June 30, 2010
First Quarter	$	0.60	$	0.30
Second Quarter		0.56		0.26
Third Quarter		0.95		0.26
Fourth Quarter		1.02		0.26

Recent Closing Prices

On September 12, 2011, the closing price for our common stock as reported on the OTCQB Market was $0.75.

Dividend Information

The Company has never paid cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Rather, management intends to continue its strategy of retaining earnings for the foreseeable future for use in the expansion and operation of our businesses. The declaration and amount of any future cash dividends is at the discretion of the Company’s Board of Directors. Moreover, without the consent of our senior lender, the Company is prohibited from declaring dividends on the Company’s common stock. Accordingly, there can be no guaranty that stockholders will receive any cash dividends on their common stock in the future.

The Company has outstanding shares of Series D Convertible Preferred Stock (“Series D Stock”) and Series E Convertible Preferred Stock (“Series E Stock”), which are eligible for 10% annual, cumulative dividends. The dividends are payable quarterly as declared by the Board of Directors. These dividends have priority over any declaration or payment of any dividend or other distribution on the common stock.

For the year ended June 30, 2011, dividends totaling $145,000 were paid to the holders of the Series D Stock and Series E Stock. There were no dividends paid for the year ended October 31, 2009 or the eight months ended June 30, 2010.

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Number of Stockholders

As of September 12, 2011, there were 1,454 holders of record of the Company’s common stock, 11 holders of Series D Stock, and 26 holders of Series E Stock.

Equity Compensation Plan Information

Pursuant to the SEC’s Regulation S-K Compliance and Disclosure Interpretation 106.01, the information regarding the Company’s equity compensation plans required by this Item pursuant to Item 201(d) of Regulation S-K is located in Item 12 of Part III of this annual report and is incorporated herein by reference.

Issuer Purchases of Equity Securities

During the fourth quarter of fiscal year 2011, the Company did not purchase any shares of its common stock.

Sales of Unregistered Equity Securities

On August 17, 2011, the Company sold equity securities that were not registered under the Securities Act of 1933, as amended, and information about such sales was included in the Company’s Current Report on Form 8-K that was filed with the SEC on that date. The Company did not sell any other unregistered equity securities during fiscal year 2011.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Overview

Rand Worldwide is a leading provider of design automation and data management solutions for the manufacturing, building design, engineering, infrastructure and facilities management markets. The Company also specializes in technical support, training, and consulting aimed at improving design and documentation efficiencies and the seamless integration of workflow processes. This combination of technology solutions and services enables customers to enhance productivity, profitability, and competitive position.

The Company’s business strategy is built on three core principles designed to leverage its existing strengths with expected market opportunities:

- Maintain and profitably grow its strong position in the Autodesk software economy.

- Profitably grow its consulting and services business by leveraging its experts in design engineering.

- Acquire or license and integrate diverse, yet complementary, software and services businesses to extend its product offerings to its large customer base and expand its market potential.

Critical Accounting Policies

The consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. Critical accounting policies and estimates that impact the consolidated financial statements are those that relate to software revenue recognition, estimates of bad debts, income taxes and recoverability of goodwill and purchased intangible assets. All of these critical

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accounting policies are discussed with and reviewed by the Company’s Audit Committee on a periodic basis. Presented below is a description of the accounting policies that management believes are most critical to an understanding of the consolidated financial statements.

Software Revenue Recognition- The Company derives most of its revenue from the resale of packaged software products, and, historically, the Company has not experienced significant customer returns. Rand Worldwide earns service revenue from training and other professional services, which often are related to the products that are sold but are not essential to the functionality of the software. Annual support contracts are also offered to customers for the software products that are sold, or the Company offers maintenance and support services under hourly billing arrangements.

Revenue from software arrangements is recognized in accordance with the provisions of ASC 985 (previously American Institution of Certified Public Accountants (“AICPA”) Statement of Position No. 97-2, Software Revenue Recognition, as amended by SOP No. 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions). Prior to recognizing any revenue under these arrangements, (1) persuasive evidence of an arrangement must exist, (2) delivery of the software or service must have occurred, (3) all fees must be assessed as fixed or determinable, and (4) all fees must be probable of collection. The Company determines whether criteria (3) and (4) have been satisfied based on its judgment regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of such fee. Revenue recognized in a reporting period could be adversely affected if future changes in conditions related to a transaction cause management to determine these criteria are not met. In the past, it has not been necessary to adjust reported revenues due to changes in conditions, and the Company continues to evaluate current conditions that may affect the nature and timing of our revenue recognition.

The Company’s arrangements with its customers may involve the sale of one or more products and services at the same time. The Company considers these to be multiple elements of a single arrangement. The Company adopted Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”), on a prospective basis as of the beginning of fiscal 2011 for new and materially modified arrangements originating on or after July 1, 2010. Under the new standards, we allocate the total arrangement consideration to each separable element based on the relative selling price of each element in accordance with selling price hierarchy, which includes: vendor specific objective evidence (VSOE) if available; third party evidence (TPE) if VSOE is not available; and best estimate of selling price if neither VSOE nor TPE is available. In general, the Company uses VSOE to allocate the selling price to each element. Arrangement consideration allocated to undelivered elements is deferred until delivery of the individual elements. The adoption of new guidance did not result in a material impact to the financial statements for fiscal year 2011.

Bad Debts- The Company maintains an allowance for doubtful accounts for estimated losses which may result from the inability of customers to pay for purchased products and services or for disputes that affect the ability to fully collect accounts receivable. Rand Worldwide estimates this allowance by reviewing the status of past-due accounts and records general reserves based on historical bad debt expense. Accounts are considered past due based on the payment terms as stated on the invoice. Actual experience has not varied significantly from estimates; however, if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to pay for products or services, there may be a need to record additional allowances in future periods. To mitigate this risk, the Company performs ongoing credit evaluations of its customers.

Income Taxes- Income taxes are accounted for under the liability method, under which deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against the net deferred tax assets is recorded if based upon the weight of available evidence it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records liabilities for income tax contingencies if it is probable that the Company has incurred a tax liability and the liability or range of loss can be reasonably estimated. The Company records liabilities for uncertain tax positions in accordance with ASC 740-10 Income Taxes (FIN 48).

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Recoverability of goodwill and purchased intangible assets- The Company accounts for goodwill and other intangibles under ASC 350 (previously Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets). ASC 350 prescribes a two-phase process for impairment testing of goodwill. The first phase screens for impairment; while the second phase, if necessary, measures the impairment. Management considers the Company to be a single reporting unit; accordingly, all of the goodwill is associated with the entire company. The Company performs the required impairment analysis of goodwill annually or on an interim basis if circumstances dictate. Any reduction of the enterprise fair value below the recorded amount of equity could require the Company to write down the value of goodwill and record an expense for an impairment loss. Management’s analysis of the recoverability of goodwill as of June 30, 2011 determined that there was no need for any write downs of its assets.

Results of Operations

The following describes the components of each line item of our consolidated statement of operations.

Product Sales- Product sales consist primarily of the resale of packaged design software, including:

• Autodesk 2D and 3D computer aided design software for customers in the mechanical, architectural and civil engineering sectors, as well as visualization and animation technology to companies in the media and entertainment industry;

• Autodesk data management software;

• Archibus facilities management software for space planning, strategic planning, and lease/property administration;

• Leica 3D laser scanning equipment for the Architectural, Engineering and Construction sector;

• ASCENT internally developed courseware for a variety of engineering applications; and

• Autonomy data archiving solutions

Service Revenue- Rand Worldwide provides services in the form of training, consulting services, software development, custom courseware development and technical support to its customers. Rand Worldwide employs a technical staff of over 100 personnel associated with these types of services. The Company also offers support and implementation services to complement the data archive solutions provided and sold through its RAND Secure Archive Division.

Commission Revenue- The Company offers Autodesk’s subscription programs, which entitle subscribers to receive software upgrades, web support and eLearning lessons directly from Autodesk. Because Rand Worldwide does not participate in the delivery of these subscription products or the web support and eLearning lesson benefits, the Company records the gross profit from the sale of Autodesk software subscriptions as commission revenue. In addition, the Company sells technology upgrades to existing Autodesk customers through the Autodesk Subscription program where the customers receive the latest releases of Autodesk software, incremental product enhancements, and personalized web support direct from Autodesk.

Based on its analysis of the Autodesk Subscription program, Rand Worldwide records the net proceeds that it receives from Autodesk for subscription sales in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605 (previously EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent).

Rand Worldwide also generates commission revenue from the resale of Autodesk software to various customers, a number of which Autodesk considers “major accounts.” Autodesk designates these customers as major accounts based on specific criteria, primarily sales volume, and typically gives these customers volume

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discounts. The Company is responsible for managing and reselling Autodesk products to a number of these major account customers; however, software products are shipped directly from Autodesk to the customers. Rand Worldwide receives commissions upon shipment of the products from Autodesk to the customer based on the product sales price.

Cost of Product Sales- The cost of product sales consists of the cost of purchasing products from software suppliers or hardware manufacturers as well as the associated shipping and handling costs. The Company earns incentives from its main supplier based upon the achievement of certain quarterly sales targets and these incentives, when achieved, serve to reduce the cost of product sales. The incentive targets are set annually and while the targets have changed over time in amount and structure, the Company has generally been able to focus its sales efforts in a manner to achieve margins on its product sales that are within a relatively narrow range period to period.

Cost of Service Revenue- Cost of service revenue includes the direct costs associated with the implementation of software and hardware solutions as well as training, support services, and professional services. These costs consist primarily of compensation, travel, literature, and the costs of third-party contractors engaged by the Company. The cost of service revenue does not include an allocation of overhead costs.

Selling, General and Administrative Expenses- Selling, general and administrative expenses consist primarily of compensation and other expenses associated with the Company’s sales force, management, finance, human resources, and information systems. Advertising and public relations expenses and expenses for facilities, such as rent and utilities, are also included in selling, general and administrative expenses.

Depreciation and Amortization Expenses- Depreciation expense represents the period costs associated with our investment in property and equipment, consisting principally of computer equipment, software, furniture and fixtures, and leasehold improvements. Amortization expense represents the period costs of the acquired customer list and trade name intangible assets. The Company computes depreciation and amortization expenses using the straight-line method. Rand Worldwide leases all of its facilities and depreciates leasehold improvements over the lesser of the lease term or the estimated useful life of the asset. Total amortization expense for the year ended June 30, 2011 was $676,000. Total depreciation expense for the year ended June 30, 2011 was $1,101,000.

Interest Expense- For the year ended June 30, 2011, interest expense consisted of interest on capital lease obligations and borrowings from lines of credit.

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Selected Revenue Information for Years Ended June 30, 2011 and October 31, 2009

The following table sets forth the percentages of total revenue represented by selected items reflected in our audited Consolidated Statements of Operations included elsewhere in this report. The year-to-year comparisons of financial results are not necessarily indicative of future results.

As noted above, Avatech Solutions, Inc. merged with Rand Worldwide, Inc. on August 17, 2010 and changed its name to “Rand Worldwide, Inc.” on January 1, 2011. Although Avatech was the legal successor in that merger, Rand Worldwide was considered to be the continuing entity for financial statement reporting purposes. Accordingly, the results discussed below for the year ended October 31, 2009 are those of the pre-merger Rand Worldwide while the results for the year ended June 30, 2011 include Rand Worldwide for the full year and Avatech Solutions since August 17, 2010, the date of the merger.

	Years ended
	June 30, 2011			October 31, 2009
Revenue:
Product sales		55.7	%		47.9	%
Service revenue		23.2	%		30.5	%
Commission revenue		21.1	%		21.6	%
Total revenue		100.0	%		100.0	%
Cost of revenue:
Cost of product sales		37.4	%		32.3	%
Cost of service revenue		15.9	%		25.9	%
Total cost of revenue		53.3	%		58.2	%
Gross margin		46.7	%		41.8	%
Other operating expenses:
Selling, general and administrative		41.5	%		43.1	%
Depreciation and amortization		2.0	%		2.5	%
Restructuring charges		0.0	%		3.3	%
Total other operating expenses		43.5	%		48.9	%
Operating income (loss)		3.2	%		(7.1	)%
Other income (expense):
Interest expense		(0.6	)%		(3.9	)%
Currency exchange gains (losses)		(0.3	)%		0.1	%
Other income (expense)		(0.1	)%		0.0	%
Income (loss) from continuing operations before income taxes		2.2	%		(10.9	)%
Income tax expense (benefit)		0.2	%		(0.7	)%
Income (loss) from continuing operations		2.0	%		(10.2	)%

Year Ended June 30, 2011 Compared to Year Ended October 31, 2009

Revenue

	Years ended				% change
	June 30, 2011		October 31, 2009
Revenue:
Product sales	$	49,678,000	$	25,522,000		94.6	%
Service revenue		20,678,000		16,236,000		27.4	%
Commission revenue		18,836,000		11,505,000		63.7	%
Total Revenue:	$	89,192,000	$	53,263,000		67.5	%

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Revenue: Total revenue for the year ended June 30, 2011 increased by $35.9 million or 67.5% when compared to the year ended October 31, 2009.

Product sales increased by $24.2 million or 94.6% for the year ended June 30, 2011 when compared to the year ended October 31, 2009. This increase resulted from the addition of Avatech’s results, which contributed an estimated $16.4 million to product revenue. Additionally, Rand Worldwide’s existing business increased approximately $7.7 million when compared to the year ended October 31, 2009 due in part to a single large sale of $2.1 million in product revenue, changes in the sales compensation plans which place a greater sales emphasis on new product sales, combined with economic improvements in the markets served by the Company.

Service revenues increased $4.4 million or 27.4% for the year ended June 30, 2011 when compared to the year ended October 31, 2009. The addition of Avatech’s results contributed an estimated $7.3 million in service revenue. Without the addition of Avatech’s results, service revenues for Rand Worldwide would have decreased $2.8 million as a result of Company’s exit from the Product Life Cycle Management (“PLM”) consulting market combined with declines in e-mail archiving and data storage services.

Commission revenues increased $7.3 million or 63.7% for the year ended June 30, 2011 when compared to the year ended October 31, 2009. The addition of Avatech’s results contributed an estimated $8.5 million of commission revenue, while Rand Worldwide’s existing business decreased $1.2 million. The $1.2 million decrease in existing business was the result of decreased margin rates due to pricing changes instituted by the Company’s primary vendor, Autodesk, in February of 2010 whereby the cost of subscription renewal contracts increased relative to its list price. Additionally, the Company began a program to outsource many of the smaller subscription contract renewal sales to a third party allowing the Company to focus its sales efforts on the more profitable new product business but also resulting in reduced gross margins on subscription renewals. The reduced gross margin on subscription contracts resulted in lowered commission revenues because subscription contracts are reported net of cost.

Cost of Revenue

	Years ended				% change
	June 30, 2011		October 31, 2009
Cost of revenue:
Cost of product sales	$	33,361,000	$	17,199,000		94.0	%
Cost of service revenue		14,152,000		13,802,000		2.5	%
Total cost of revenue	$	47,513,000	$	31,001,000		53.3	%
Gross margin	$	41,679,000	$	22,262,000		87.2	%

Cost of Revenue: Total cost of revenue increased by $16.5 million or 53.3% for the year ended June 30, 2011 when compared to the year ended October 31, 2009.

Cost of product sales increased 94.0% while product sales increased 94.6% during the year ended June 30, 2011 when compared to the year ended October 31, 2009. Product costs increased at a lower rate than product revenues due to larger rebates received from vendors as a result of the Company exceeding its sales targets.

Cost of service revenue increased by $350,000, or 2.5%, while service revenue increased by 27.4% during the year ended June 30, 2011 when compared to the year ended October 31, 2009. The addition of Avatech’s results contributed an estimated $5.1 million of additional service costs not incurred in the prior year. The remaining portion of Rand Worldwide’s business had offsetting cost decreases of $4.8 million as a result of reductions in force relating to the Company’s exit from the PLM consulting market and from targeted workforce reductions which were part of the Company’s efforts to reduce its costs and improve its margins. Thus, total cost of service revenue as a percentage of related revenue decreased to 68.4% during the year ended June 30, 2011 from 85.0% during the year ended October 31, 2009.

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Gross Margin: The Company’s overall gross margin percentage of 46.7% for the year ended June 30, 2011 was higher than the 41.8% gross margin for the year ended October 31, 2009 due to changes in revenue mix as the Company exited the underperforming PLM Consulting business and saw larger gains in product and commission revenues than in services.

Other Operating Expenses

	Years ended				% change
	June 30, 2011		October 31, 2009
Other operating expenses:
Selling, general and administrative	$	37,022,000	$	22,942,000		61.4	%
Depreciation and amortization		1,777,000		1,333,000		33.3	%
Restructuring charge		—		1,740,000		(100.0	)%
Total other operating expenses	$	38,799,000	$	26,015,000		49.1	%

Selling, General and Administrative: Selling, general and administrative expenses for the year ended June 30, 2011 were approximately $37.0 million, compared to $22.9 million for the year ended October 31, 2009, an increase of $14.1 million or 61.4%. The increase in selling, general and administrative expenses included $11.6 million resulting from the additional operations of Avatech, $1.9 million in one-time costs associated with the merger and another $900,000 in increased costs primarily due to higher commissions and variable compensation as the result of higher revenues.

Depreciation and Amortization: Depreciation and amortization expenses for the year ended June 30, 2011 increased $444,000 over the year ended October 31, 2009. Depreciation and amortization resulting from the addition of Avatech was approximately $590,000 for the period of August 17, 2010 to June 30, 2011, and included $260,000 of depreciation of property and equipment and $330,000 in amortization of acquired intangible assets. Depreciation and amortization expense would have decreased by approximately $146,000 if the Company had not merged with Avatech.

Restructuring Charges: During the year ended October 31, 2009, the Company implemented a series of restructuring activities to right-size operations, relocate corporate headquarters from Canada to the United States and reduce overall expenses. As a result of these actions, employee headcount was reduced by approximately 150 employees and the Company incurred significant severance-related expenses. These expenses, along with a lesser amount of charges related to facility closures, have been classified as restructuring activities in the Company’s statement of operations.

Other Income (Expense)

	Years ended						% change
	June 30, 2011			October 31, 2009
Other income (expense):
Interest expense	$	(522,000	)	$	(2,049,000	)		(78.3	)%
Currency exchange gains (losses)		(244,000	)		40,000			(710.0	)%
Other expense		(95,000	)		—			(100.0	)%
Total other income (expense)	$	(861,000	)	$	(2,009,000	)		(57.1	)%

Other Income (Expense): Other income (expense) includes interest expense arising from the Company’s borrowings and recognized foreign exchange gains and losses. The addition of Avatech did not materially affect other income (expense). The decreases in other expense were due to the retirement of Rand Worldwide’s term notes.

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Interest expense decreased $1.9 million or 78.3% for the twelve months ended June 30, 2011 compared with the twelve months ended October 31, 2009 due primarily to the August 2010 recapitalization which had the effect of exchanging the outstanding related-party term notes with common stock as described in Note 19.

The Company incurred $244,000 of currency exchange losses during the year ended June 30, 2011 compared with $40,000 of gains for the twelve months ended October 31, 2009. The losses were mainly due to the Canadian Dollar gaining strength over the US Dollar, causing Canadian net assets to decrease in value as reported in US dollars.

Other expense for the twelve months ended June 30, 2011 consisted mainly of non-recurring adjustments, including a loss related to the discontinuation of a subsidiary and an adjustment to the fair value of an intangible asset.

Income Tax Expense (Benefit)

	Years ended					% change
	June 30, 2011		October 31, 2009
Income tax expense (benefit)	$	186,000	$	(348,000	)		(153.4	)%

Income Tax Expense (Benefit): The Company recorded tax expense of $186,000 for the year ended June 30, 2011 versus an income tax benefit of $348,000 for the year ended October 31, 2009.

As of June 30, 2011, the Company had US federal net operating loss carryforwards available to reduce future taxable income of approximately $22 million, a portion of which may be limited under Internal Revenue Code Section 382. Because of this limitation, approximately $6.6 million net operating losses are expected to expire before being utilized. For the tax year ended June 30, 2011, approximately $3.8 million net operating loss carryforwards are projected to be utilized to offset taxable income.

In addition, as of June 30, 2011, the Company had foreign net operating loss carryforwards of approximately $19.6 million available to reduce future taxable income. These carryforwards expire between 2011 and 2029 for some jurisdictions and for other jurisdictions the losses may be carried forward indefinitely.

As of June 30, 2011, the Company has maintained the valuation allowance of its net deferred tax assets of approximately $17 million in all jurisdictions including the United States, due to an insufficient history of profitable quarters. The valuation allowance is evaluated quarterly to determine the appropriate allowance amount.

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Selected Revenue Information for Eight Months Ended June 30, 2010 and 2009 (unaudited)

The following table sets forth the percentages of total revenue represented by selected items reflected in our audited Consolidated Statements of Operations included elsewhere in this report. The period-to-period comparisons of financial results are not necessarily indicative of future results.

	Eight months ended June 30,
	2010			2009
				(unaudited)
Revenue:
Product sales		51.6	%		52.4	%
Service revenue		30.7	%		33.6	%
Commission revenue		17.7	%		14.0	%
Total revenue		100.0	%		100.0	%
Cost of revenue:
Cost of product sales		34.2	%		32.5	%
Cost of service revenue		23.2	%		28.7	%
Total cost of revenue		57.4	%		61.2	%
Gross margin		42.6	%		38.8	%
Other operating expenses:
Selling, general and administrative		47.5	%		41.2	%
Depreciation and amortization		2.2	%		3.0	%
Restructuring charges		2.0	%		2.5	%
Total other operating expenses		51.7	%		46.7	%
Operating loss		(9.1	)%		(7.9	)%
Other income (expense):
Interest expense		(3.9	)%		(2.8	)%
Currency exchange gains (losses)		(0.2	)%		0.0	%
Other income (expense)		4.9	%		0.0	%
Loss from continuing operations before income taxes		(8.3	)%		(10.7	)%
Income tax expense		0.0	%		0.0	%
Loss from continuing operations		(8.3	)%		(10.7	)%

Eight Months Ended June 30, 2010 Compared to Eight Months Ended June 30, 2009

Revenue

	Eight months ended June 30,				% change
	2010		2009
	(unaudited)
Revenue:
Product sales	$	16,869,000	$	19,584,000		(13.9	)%
Service revenue		10,055,000		12,551,000		(19.9	)%
Commission revenue		5,786,000		5,250,000		10.2	%
Total Revenue:	$	32,710,000	$	37,385,000		(12.5	)%

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Revenue: Total revenue of the eight month period ended June 30, 2010 decreased by $4.7 million, or 12.5%, as compared to the prior fiscal period. The markets served by the Company’s offerings were impacted by the economic recession, which decreased both product and service revenue when compared to the same period of the previous year. In addition, in conjunction with its restructuring activities, the Company exited certain aspects of its Rand Professional Services (“RPS”) consulting business, which reduced service revenue for the eight months ended June 30, 2010. The Company experienced an increase in commission revenue as a result of various programs launched by Autodesk to entice the users of their software to update their previously purchased software.

Cost of Revenue

	Eight months ended June 30,				% change
	2010		2009
			(unaudited)
Cost of revenue:
Cost of product sales	$	11,199,000	$	12,130,000		(7.7	)%
Cost of service revenue		7,592,000		10,746,000		(29.4	)%
Total cost of revenue	$	18,791,000	$	22,876,000		(17.9	)%
Gross margin	$	13,919,000	$	14,509,000		(4.1	)%

Cost of Revenue: Total cost of revenue during the eight month period ended June 30, 2010 decreased by $4.1 million or 17.9% as compared to the same period of the prior fiscal year. Cost of product sales decreased by $931,000, or 7.7%, a result of the aforementioned decrease in product revenue, partially offset by increased sales rebates received from Autodesk. Cost of service revenue decreased by $3.1 million, or 29.4%, primarily due to reductions in the technical workforce pursuant to the Company’s restructuring activities.

Gross Margin: The Company’s gross margin percentage for the eight months ended June 30, 2010, was 42.6%, compared to 38.8% in the same period of the prior fiscal year. The improved gross margin was primarily a result of the reduction of costs resulting from the Company’s restructuring activities, which improved the gross margin on services revenue from 14.4% to 24.5%. In addition, the Company’s commission revenues represented a higher proportion of total revenues resulting in a favorable revenue mix and a higher gross margin.

Other Operating Expenses

	Eight months ended June 30,				% change
	2010		2009
			(unaudited)
Other operating expenses:
Selling, general and administrative	$	15,529,000	$	15,401,000		0.8	%
Depreciation and amortization		733,000		1,105,000		(33.7	)%
Restructuring charge		665,000		957,000		(30.5	)%
Total other operating expenses	$	16,927,000	$	17,463,000		(3.1	)%

Selling, General and Administrative: Selling, general and administrative expenses during the eight month period ended June 30, 2010 increased $128,000, or 0.8%, when compared to the same period of the previous year. For the eight months ended June 30, 2010, the Company incurred a $350,000 charge in relation to the settlement of an outstanding legal matter, the impact of which was partially offset by reduced compensation expense, a result of savings realized from reductions in workforce pursuant to the Company’s restructuring.

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Depreciation and Amortization: Depreciation and amortization during the eight month period ended June 30, 2010 decreased $372,000 (or 33.7%) when compared to the same period of the previous year. The decrease was a result of reduced amortization charges related to acquired customer relationships. The amortization methodology for that intangible asset resulted in progressively lower charges over its useful life.

Restructuring Charge: The Company implemented a series of restructuring activities to right-size operations, relocate corporate headquarters from Canada to the United States and to reduce overall expenses. As a result of these actions, the Company incurred significant severance-related expenses in both fiscal periods. These expenses, along with a lesser amount of charges related to facility closures, have been classified as restructuring activities in the Company’s statement of operations.

Other Income (Expense)

	Eight months ended June 30,						% change
	2010			2009
				(unaudited)
Other income (expense):
Interest expense	$	(1,260,000	)	$	(1,033,000	)		22.0	%
Currency exchange losses		(51,000	)		(6,000	)		750.0	%
Other income (expense)		1,600,000			(22,000	)		(7,372.7	)%
Total other income (expense)	$	289,000		$	(1,061,000	)		(127.2	)%

Other Income (Expense): Other income (expense) includes interest expense arising from the Company’s borrowings and recognized currency gains and losses and other income (expense). Interest expense during the eight month period ended June 30, 2010 increased compared to the prior year period as a result of an increase in the interest rate on amounts outstanding under the Company’s term loan agreements. The Company’s term loan agreements included a clause that retroactively increased the interest rate of the loan from 10% to 12% if the loan remained unpaid as of September 30, 2009. As the Company had approximately $11.2 million of principal outstanding under these term loans as of that date, the clause became effective, contributing to a significant increase in interest expense between the fiscal periods. As a result of the merger with Avatech, the term loans and obligations to repay the principal and related interest are no longer outstanding. Interest expense related to the Company’s revolving line of credit, which is still outstanding subsequent to the Merger, was $173,000 and $0, in the eight months ended June 30, 2010 and 2009, respectively.

In the eight months ended June 30, 2010, the Company sold its 30% ownership interest in Rand North America (“RNA”) for $1.6 million. RNA, a joint venture between the Company and Dassault Systems S. A., was established in 2004 and had no carrying value. The proceeds from the sale were recorded as “other income” and there were no associated disposal costs.

Income Tax Expense

	Eight months ended June 30,				% change
	2010		2009
			(unaudited)
Income tax expense	$	35,000	$	20,000		75.0	%

Income Tax Expense: The Company recorded tax expense of approximately $20,000 during the eight months ended June 30, 2009, primarily related to state income taxes, representing an effective tax rate of less than 1%. In the eight months ended June 30, 2010, the Company recorded an expense of approximately $35,000, primarily related to state income taxes, representing an effective tax rate of approximately 1%.

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Liquidity and Capital Resources

Historically, the Company has financed its operations and met its capital expenditure requirements primarily through cash flows provided by operations and borrowings under short-term and long-term debt arrangements.

On December 31, 2010, the Company entered into a new line of credit with PNC Bank, National Association by amending the existing line of credit held by Rand Worldwide. The Company’s new line of credit permits up to $9 million of borrowing limited to 85% of aggregate eligible accounts receivable. The interest rate is, at the Company’s option, either (i) the “Eurodollar Rate”, which is calculated by using the LIBOR rate plus an applicable margin ranging from 2.5% to 3.25% or (ii) the bank’s “Alternate Base Rate”, which is calculated by using the base rate of the bank, the federal funds open rate, or the daily LIBOR rate plus an applicable margin ranging from 1.75% to 2.75%. The interest rate as of June 30, 2011 was 5%. The Company had outstanding borrowings from the bank under its credit line of approximately $3.9 million as of June 30, 2011 and had $3.3 million outstanding as of June 30, 2010. The line expires on December 31, 2012 and is secured by 65% of the stock in one of its subsidiaries and 100% of the stock of a separate subsidiary.

The Company’s operating assets and liabilities consist primarily of accounts receivable, cash, borrowings under line of credit, accounts payable, and deferred revenue. Changes in these balances are affected principally by the timing of sales, collections and vendor payments. The Company purchases approximately 97% of its product from one principal supplier that provides it with credit to finance those purchases.

For the year ended June 30, 2011, net cash used in operating activities from continuing operations was $955,000, compared with cash used in operating activities of $6,798,000 and $37,000 during the year ended October 31, 2009 and the eight months ended June 30, 2010, respectively. The decrease in cash used in operating activities from the year ended October 31, 2009 to the year ended June 30, 2011 was due mainly to the increased net income of the Company. There were some offsetting changes such as increased accounts receivable as a result of increased revenues.

The Company’s investing activities consist principally of investments in computer and office equipment. Cash purchases of equipment for the year ended June 30, 2011 increased to $523,000 from $498,000 when compared to the year ended October 31, 2009 and decreased from $902,000 when compared to the eight months ended June 30, 2010. The Company also acquired $2,123,000 cash as a result of the merger.

For the year ended June 30, 2011, cash provided by financing activities was $325,000 compared to $1,397,000 of cash provided by financing activities during the year ended October 31, 2009 and $741,000 of cash used in financing activities during the eight months ended June 30, 2010. The year ended October 31, 2009 had a $1.4 million increase in borrowings as a result of making a net pay down of $2,653,000 of related-party debt and net increased borrowings under line of credit of $4,026,000. The year ended June 30, 2011 had a $614,000 increase in borrowings under line of credit while the eight months ended June 30, 2010 had a $701,000 decrease in borrowings under the line of credit.

Because the Company is one of the largest resellers of Autodesk software and because Autodesk has continued to state its intention to continue to strengthen its relationships with its resellers, the Company expects to continue to be a leading seller of Autodesk software. The Company is a party to a Value Added Reseller Agreement with Autodesk effective February 1, 2010. The agreement provides for an initial term of twelve months that, subject to certain requirements and termination rights of the parties, automatically renews on an annual basis for two additional twelve month periods. The agreement designates the Company as an authorized reseller of Autodesk software and prescribes the authorized sales territories, authorized products and services, rebate and incentive program details and marketing support.

Off Balance Sheet Transactions

The Company is not party to any off-balance sheet transactions as defined in Item 303 of the SEC’s Regulation S-K.

21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item may be found immediately after the signatures to this report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls and procedures as of June 30, 2011 was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

During the fourth quarter of the Company’s last fiscal year, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has performed an evaluation and testing of the Company’s internal control over financial reporting as of June 30, 2011. Management’s report on the Company’s internal control over financial reporting is included in Item 8 of this report and is incorporated herein by reference.

ITEM 9B. OTHER INFORMATION

None.

22

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is contained in the sections of the definitive Proxy Statement of the Company to be filed with the Securities and Exchange Commission in connection with the 2011 Annual Meeting of Stockholders (the “Proxy Statement”) entitled, “ELECTION OF DIRECTORS (Proposal 1)”, “EXECUTIVE OFFICERS”, “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”, and “CORPORATE GOVERNANCE” and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is contained in the sections of the Proxy Statement entitled “CORPORATE GOVERNANCE” and “EXECUTIVE COMPENSATION” and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information, as of June 30, 2011, with respect to all compensation arrangements that we maintain under which shares of common stock may be issued:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)(1)
Equity compensation plans approved by security holders		3,522,253	$	0.81		193,921
Equity compensation plans not approved by security holders		-0-		-0-		-0-
Total		3,522,253	$	0.81		193,921

(1) This amount represents shares of stock that may be issued under the Avatech Solutions, Inc. Amended and Restated Restricted Stock Plan, which contemplates the grant of shares of common stock upon such terms, including with respect to forfeiture and restrictions of resale and transfer, as the Board deems appropriate.

All other information required by this item is contained in the section of the Proxy Statement entitled, “BENEFICIAL OWNERSHIP OF VOTING SECURITIES OF RAND WORLDWIDE, INC.” and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is contained in the sections of the Proxy Statement entitled, “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATE GOVERNANCE” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is contained in the section of the Proxy Statement entitled, “ACCOUNTING FEES AND SERVICES” and is incorporated herein by reference.

23

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2).    List of Financial Statements and Schedules.

	Page
Financial Statement Schedule II—Rand Worldwide, Inc. and Subsidiaries Valuation and Qualifying Accounts		25
Management’s Report on Internal Control over Financial Reporting		F-2
Reports of Independent Registered Public Accounting Firms		F-3
Consolidated Balance Sheets as of June 30, 2011 and 2010 and October 31, 2009		F-5
Consolidated Statements of Operations for the Years Ended June 30, 2011 and October  31, 2009 and the eight months ended June 30, 2010		F-7
Consolidated Statements of Stockholders’ Equity for the Years Ended June  30, 2011 and October 31, 2009 and the eight months ended June 30, 2010		F-8
Consolidated Statements of Cash Flows for the Years Ended June 30, 2011 and October  31, 2009 and the eight months ended June 30, 2010		F-10
Notes to Consolidated Financial Statements		F-11

24

(c). Financial Statement Schedule—Schedule II

Rand Worldwide, Inc. and Subsidiaries Valuation and Qualifying Accounts

Description	Balance at beginning of period		Additions						Deductions – describe			Balance at end of period
			Charged to costs and expenses			Charged to other accounts – describe
Year Ended June 30, 2011:
Deducted from assets accounts:
Allowance for doubtful accounts	$	390,000	$	205,000		$	146,000	(1)	$	(134,000	)(2)	$	607,000
Valuation allowance for net deferred tax assets	$	18,966,000	$	(439,000	)	$	(1,165,000	)(3)	$	—		$	17,362,000
Eight Months Ended June 30, 2010:
Deducted from assets accounts:
Allowance for doubtful accounts	$	215,000	$	238,000		$	—		$	(63,000	)(2)	$	390,000
Valuation allowance for net deferred tax assets	$	16,577,000	$	—		$	2,389,000	(4)	$	—		$	18,966,000
Year Ended October 31, 2009:
Deducted from assets accounts:
Allowance for doubtful accounts	$	363,000	$	14,000		$	—		$	(162,000	)(2)	$	215,000
Valuation allowance for net deferred tax assets	$	16,751,000	$	—		$	(174,000	)(4)	$	—		$	16,577,000

(1) Addition of Avatech of $145,000 and foreign currency translation adjustment of $1,000

(2) Uncollectible accounts written off, net of recoveries

(3) Increase (decrease) in valuation allowance, net of temporary differences of $(1,262,000) and addition of Avatech of $97,000

(4) Increase (decrease) in valuation allowance, net of temporary differences

(a)(3) and (b).    Exhibits required to be filed by Item 601 of Regulation S-K

The exhibits filed or furnished with this annual report are listed in the Exhibit List that immediately follows the Notes to the Consolidated Financial Statements presented elsewhere in this report, which list is incorporated herein by reference.

25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	RAND WORLDWIDE, INC.
Date: September 28, 2011	By:	/s/ Marc L. Dulude
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Richard A. Charpie	By:	/s/ George M. Davis
	Director September 28, 2011		Director September 28, 2011
By:	/s/ Marc L. Dulude	By:	/s/ Eugene J. Fischer
	Director and Chief Executive Officer (Principal Executive Officer) September 28, 2011		Director September 28, 2011
By:	/s/ Suzanne MacCormack	By:	/s/ Manu Parpia
	Director September 28, 2011		Director September 28, 2011
By:	/s/ Lawrence Rychlak	By:	/s/ Charles D. Yie
	President and Chief Financial Officer (Principal Financial and Accounting Officer) September 28, 2011		Director September 28, 2011

26

FINANCIAL STATEMENTS

Rand Worldwide, Inc. and Subsidiaries

Index to Audited Consolidated Financial Statements

	Page
Management’s Report on Internal Control Over Financial Reporting		F–2
Reports of Independent Registered Public Accounting Firms		F–3
Consolidated Balance Sheets		F–5
Consolidated Statements of Operations		F–7
Consolidated Statements of Stockholders’ Equity		F–8
Consolidated Statements of Cash Flows		F–10
Notes to Consolidated Financial Statements		F–11

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because management’s report was not subject to attestation pursuant to Section 989G(a) of the recently-enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits the Company, as a “smaller reporting company”, to provide only this management’s report.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on its assessment and the foregoing criteria, management has concluded that, as of June 30, 2011, the Company’s internal control over financial reporting is effective.

September 28, 2011

/s/ Marc L. Dulude	/s/ Lawrence Rychlak
Chief Executive Officer	President and Chief Financial Officer
(Principal Executive Officer)	(Principal Financial and Accounting Officer)

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Rand Worldwide, Inc.

We have audited the consolidated balance sheet of Rand Worldwide, Inc. and Subsidiaries as of June 30, 2011 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended June 30, 2011. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Rand Worldwide, Inc. is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of Rand Worldwide, Inc.’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rand Worldwide, Inc. and Subsidiaries as of June 30, 2011 and the consolidated results of their operations and their cash flows for the year ended June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Stegman & Company

Baltimore, Maryland

September 28, 2011

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Rand Worldwide, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholder’s equity and cash flows present fairly, in all material respects, the financial position of Rand Worldwide, Inc. and its subsidiaries at June 30, 2010 and October 31, 2009 and the results of their operations and their cash flows for the eight months ended June 30, 2010 and the year ended October 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 15, 2010, except for the segment information in Note 18, as to which the date is March 24, 2011, and except for the effects of the reverse merger discussed in Note 2, as to which the date is September 28, 2011.

F-4

Rand Worldwide, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30,						October  31, 2009
	2011			2010
Assets
Current assets:
Cash	$	2,631,000		$	1,198,000		$	1,168,000
Accounts receivable, less allowance of $607,000, $390,000 and $215,000 in 2011, 2010 and 2009, respectively		20,112,000			8,203,000			10,358,000
Accounts receivable from related parties		—			—			627,000
Income tax receivable		87,000			—			—
Other receivables		816,000			433,000			318,000
Inventory		132,000			152,000			106,000
Prepaid expenses and other current assets		926,000			1,030,000			1,129,000
Total current assets		24,704,000			11,016,000			13,706,000
Property and equipment:
Computer software and equipment		6,918,000			3,623,000			2,964,000
Office furniture and equipment		1,818,000			430,000			349,000
Leasehold improvements		647,000			380,000			201,000
		9,383,000			4,433,000			3,514,000
Less accumulated depreciation and amortization		(7,628,000	)		(2,610,000	)		(2,150,000	)
		1,755,000			1,823,000			1,364,000
Customer list, net of accumulated amortization of $5,570,000, $5,335,000 and $5,145,000 in 2011, 2010 and 2009, respectively		3,345,000			569,000			759,000
Goodwill		15,240,000			7,232,000			7,201,000
Trade name, net of accumulated amortization of $802,000, $362,000 and $276,000 in 2011, 2010 and 2009, respectively		3,129,000			920,000			1,006,000
Intellectual assets, net of accumulated amortization of $1,324,000, $1,175,000 and $882,000 in 2011, 2010 and 2009, respectively		—			149,000			442,000
Other assets		403,000			406,000			441,000
Total assets	$	48,576,000		$	22,115,000		$	24,919,000

F-5

Rand Worldwide, Inc. and Subsidiaries

Consolidated Balance Sheets (Continued)

	June 30,						October  31, 2009
	2011			2010
Liabilities, redeemable preferred stock and stockholders’ equity
Current liabilities:
Borrowings under line of credit	$	3,939,000		$	3,325,000		$	4,026,000
Accounts payable and accrued expenses		13,698,000			8,772,000			7,814,000
Accrued compensation and related benefits		2,455,000			1,219,000			1,430,000
Deferred revenue		4,017,000			2,582,000			3,454,000
Income taxes payable		—			34,000			381,000
Obligations under capital leases		77,000			55,000			50,000
Related party term notes		—			6,576,000			3,540,000
Total current liabilities		24,186,000			22,563,000			20,695,000
Long-term liabilities:
Deferred tax liability		1,690,000			—			—
Obligations under capital leases		28,000			35,000			74,000
Related party term notes		—			6,061,000			8,066,000
Other long term liabilities		—			114,000			160,000
Total liabilities		25,904,000			28,773,000			28,995,000
Commitments and contingencies (Note 13)
Series A redeemable preferred stock, $0.001 par value; 31,858,922 shares authorized; 31,000,000 shares issued and outstanding; liquidation preference of $38,086 at June 30, 2010 (Note 5)		—			38,086,000			36,158,000
Stockholders’ equity (deficit):
Convertible Preferred Stock, $0.01 par value; 1,300,537 shares authorized, 1,298,728 shares issued; 1,090,150 shares outstanding with an aggregate liquidation preference of $1,591,000 at June 30, 2011		11,000			—			—
Common stock, $0.01 par value; 80,000,000 shares authorized; issued and outstanding shares of 51,882,678 at June 30, 2011 and 34,232,682(1) at June 30, 2010 and October 31, 2009		519,000			342,000			342,000
Additional paid-in capital		64,864,000			—			—
Accumulated deficit		(44,065,000	)		(45,860,000	)		(41,211,000	)
Accumulated other comprehensive income		1,343,000			774,000			635,000
Total stockholders’ equity (deficit)		22,672,000			(44,744,000	)		(40,234,000	)
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)	$	48,576,000		$	22,115,000		$	24,919,000

See accompanying notes.

(1) The common stock shares for the year ended October 31, 2009 and the eight months ended June 30, 2010 have been restated to reflect the shares issued as part of the merger.

F-6

Rand Worldwide, Inc. and Subsidiaries

Consolidated Statements of Operations

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Revenues:
Product sales	$	49,678,000		$	25,522,000		$	16,869,000
Service revenue		20,678,000			16,236,000			10,055,000
Commission revenue		18,836,000			11,505,000			5,786,000
Total revenue		89,192,000			53,263,000			32,710,000
Cost of revenue:
Cost of product sales		33,361,000			17,199,000			11,199,000
Cost of service revenue		14,152,000			13,802,000			7,592,000
Total cost of revenue		47,513,000			31,001,000			18,791,000
Gross margin		41,679,000			22,262,000			13,919,000
Other operating expenses:
Selling, general and administrative		37,022,000			22,942,000			15,529,000
Depreciation and amortization		1,777,000			1,333,000			733,000
Restructuring charges		—			1,740,000			665,000
Total operating expenses		38,799,000			26,015,000			16,927,000
Operating income (loss)		2,880,000			(3,753,000	)		(3,008,000	)
Other income (expense):
Interest expense		(522,000	)		(2,049,000	)		(1,260,000	)
Currency exchange gains (losses)		(244,000	)		40,000			(51,000	)
Other income (expense)		(95,000	)		—			1,600,000
		(861,000	)		(2,009,000	)		289,000
Income (loss) from continuing operations before income taxes		2,019,000			(5,762,000	)		(2,719,000	)
Income tax expense (benefit)		186,000			(348,000	)		35,000
Income (loss) from continuing operations		1,833,000			(5,414,000	)		(2,754,000	)
Loss from discontinued operations, net of tax		—			(860,000	)		—
Gain on sale of discontinued operations, net of tax		—			2,914,000			—
Net income (loss)	$	1,833,000		$	(3,360,000	)	$	(2,754,000	)
Net income (loss) from continuing operations	$	1,833,000		$	(5,414,000	)	$	(2,754,000	)
Preferred stock dividends		(515,000	)		(2,678,000	)		(1,928,000	)
Net income (loss) from continuing operations available to common stockholders	$	1,318,000		$	(8,092,000	)	$	(4,682,000	)
Income (loss) per common share from continuing operations, basic	$	0.03		$	(0.24	)	$	(0.14	)
Income per common share from discontinued operations, basic		—			0.06			—
Income (loss) per common share, basic	$	0.03		$	(0.18	)	$	(0.14	)
Income (loss) per common share from continuing operations, diluted	$	0.03		$	(0.24	)	$	(0.14	)
Income per common share from discontinued operations, diluted		—			0.06			—
Income (loss) per common share, diluted	$	0.03		$	(0.18	)	$	(0.14	)
Shares used for computing income (loss) per common share
Weighted average shares used in computation—basic		49,585,611			34,232,682	(1)		34,232,682	(1)
Weighted average shares used in computation—diluted		49,696,443			34,232,682	(1)		34,232,682	(1)

See accompanying notes.

(1) The weighted average shares for the year ended October 31, 2009 and the eight months ended June 30, 2010 have been restated to reflect the shares issued as part of the merger.

F-7

Rand Worldwide, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

	Convertible Preferred Stock				Common Stock					Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total
	Number of Shares		Par Value		Number of Shares			Par Value
Balance at October 31, 2008		—	$	—		34,232,682	(1)	$	342,000	$	—		$	(35,212,000	)	$	126,000	$	34,744,000
Share-based compensation for awards granted to employees		—		—		—			—		39,000			—			—		39,000
Accretion of dividends on Series A preferred stock		—		—		—			—		(39,000	)		(2,639,000	)		—		(2,678,000	)
Foreign currency translation adjustment		—		—		—			—		—			—			509,000		509,000
Net loss		—		—		—			—		—			(3,360,000	)		—		(3,360,000	)
Comprehensive loss																			(2,851,000	)
Balance at October 31, 2009		—	$	—		34,232,682		$	342,000	$	—		$	(41,211,000	)	$	635,000	$	(40,234,000	)
Balance at November 1, 2009		—	$	—		34,232,682		$	342,000	$	—		$	(41,211,000	)	$	635,000	$	(40,234,000	)
Share-based compensation for awards granted to employees		—		—		—			—		33,000			—			—		33,000
Accretion of dividends on Series A preferred stock		—		—		—			—		(33,000	)		(1,895,000	)		—		(1,928,000	)
Foreign currency translation adjustment		—		—		—			—		—			—			139,000		139,000
Net loss for the eight months ended June 30, 2010		—		—		—			—		—			(2,754,000	)		—		(2,754,000	)
Comprehensive loss																			(2,615,000	)
Balance at June 30, 2010		—	$	—		34,232,682		$	342,000	$	—		$	(45,860,000	)	$	774,000	$	(44,744,000	)

See accompanying notes.

(1) The common stock shares for the year ended October 31, 2009 and the eight months ended June 30, 2010 have been restated to reflect the shares issued as part of the merger.

F-8

Rand Worldwide, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Equity (Continued)

	Convertible Preferred Stock				Common Stock				Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total
	Number of Shares		Par Value		Number of Shares		Par Value
Balance at July 1, 2010		—	$	—		34,232,682	$	342,000	$	—		$	(45,860,000	)	$	774,000	$	(44,744,000	)
Accretion of dividends on Series A preferred stock		—		—		—		—		—			(370,000	)		—		(370,000	)
Exchange of common stock for redeemable preferred stock and retirement of related-party debt		—		—		—		—		50,924,000			332,000			—		51,256,000
Merger consideration—Avatech		1,090,150		11,000		17,643,057		177,000		14,038,000			—			—		14,226,000
Vesting of stock options granted to employees		—		—		—		—		44,000			—			—		44,000
Issuance of common stock under employee stock purchase plan		—		—		6,939		—		3,000			—			—		3,000
Preferred stock dividends		—		—		—		—		(145,000	)		—			—		(145,000	)
Foreign currency translation adjustment		—		—		—		—		—			—			569,000		569,000
Net income		—		—		—		—		—			1,833,000			—		1,833,000
Comprehensive income																		2,402,000
Balance at June 30, 2011		1,090,150	$	11,000		51,882,678	$	519,000	$	64,864,000		$	(44,065,000	)	$	1,343,000	$	22,672,000

See accompanying notes.

F-9

Rand Worldwide, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Cash flows from operating activities
Net income (loss) from continuing operations	$	1,833,000		$	(5,414,000	)	$	(2,754,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for bad debts		205,000			14,000			238,000
Depreciation and amortization		1,922,000			1,774,000			1,026,000
Stock-based compensation		44,000			39,000			33,000
Gain on sale of investment		—			—			(1,600,000	)
Deferred income taxes		(141,000	)		—			—
Changes in operating assets and liabilities
Accounts receivable and other receivables		(7,202,000	)		1,648,000			2,475,000
Income tax receivable		(87,000	)		—			—
Inventory		153,000			558,000			(88,000	)
Prepaid expenses and other current assets		457,000			(470,000	)		245,000
Other assets		106,000			—			—
Accounts payable and accrued expenses		292,000			(3,892,000	)		558,000
Accrued compensation and related benefits		1,085,000			—			—
Deferred revenue		411,000			(743,000	)		(842,000	)
Income taxes payable		(34,000	)		(208,000	)		(348,000	)
Due to related parties		—			(104,000	)		1,020,000
Other long term liabilities		(114,000	)		—			—
Net effect of recapitalization of Term Notes		115,000			—			—
Net cash used in operating activities of continuing operations		(955,000	)		(6,798,000	)		(37,000	)
Net cash used in operating activities of discontinued operations		—			(854,000	)		—
Net cash used in operating activities		(955,000	)		(7,652,000	)		(37,000	)
Cash flows from investing activities
Cash acquired through reverse acquisition		2,123,000			—			—
Purchases of property and equipment		(523,000	)		(498,000	)		(902,000	)
Proceeds from sale of investment		—			—			1,600,000
Net cash provided by (used in) investing activities of continued operations		1,600,000			(498,000	)		698,000
Net cash provided by investing activities of discontinued operations		—			2,902,000			—
Net cash provided by investing activities		1,600,000			2,404,000			698,000
Cash flows from financing activities
Proceeds from borrowings under line of credit		90,609,000			16,967,000			31,549,000
Repayment of borrowings under line of credit		(89,995,000	)		(12,941,000	)		(32,250,000	)
Proceeds from issuance of notes to related parties		—			2,000,000			—
Repayment of related party term notes		—			(4,653,000	)		—
Proceeds from issuance of common stock to employees		3,000			—			—
Payment of preferred stock dividends		(145,000	)		—			—
Increase in (repayment of) obligations under capital leases		(147,000	)		24,000			(40,000	)
Net cash provided by (used in) financing activities		325,000			1,397,000			(741,000	)
Effect of exchange rate changes on cash from continuing operations		463,000			267,000			110,000
Effect of exchange rate changes on cash from discontinued operations		—			16,000			—
Net change in cash		1,433,000			(3,568,000	)		30,000
Cash—beginning of year		1,198,000			4,736,000			1,168,000
Cash—end of year	$	2,631,000		$	1,168,000		$	1,198,000

See accompanying notes.

F-10

Rand Worldwide, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Business and Basis of Presentation

Rand Worldwide, Inc. is a leading supplier in the design automation, facilities and data management software marketplace. Rand Worldwide also provides value-added services, such as training, technical support and other consulting and professional services to corporations, government agencies and educational institutions worldwide.

Rand Worldwide was previously known as Avatech Solutions, Inc. On August 17, 2010, Avatech acquired all the outstanding common stock of Rand Worldwide in a reverse merger and then changed its name to Rand Worldwide, Inc. on January 1, 2011. Even though Avatech was the legal successor in the merger, Rand Worldwide was considered to be the continuing entity for financial statement reporting purposes. As a result of the merger and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the consolidated financial statements represent a continuation of Rand Worldwide and thus include the results of Rand Worldwide for the full twelve months ended June 30, 2011 and the results of Avatech from the date of acquisition through June 30, 2011. Balances reported for prior periods reflect the accounts of pre-merger Rand Worldwide only. All intercompany accounts and transactions between Avatech, Rand and its consolidated affiliated companies have been eliminated in consolidation. See Note 2 for further information regarding this transaction and basis of presentation. All references to the consolidated entity of both Avatech and Rand Worldwide are identified herein as the “Company.”

Effective January 1, 2011, the Company changed its official stock ticker symbol from AVSO.OB to RWWI.OB.

The Company is organized into three divisions: IMAGINiT Technologies (“IMAGINiT”), Enterprise Applications and ASCENT—Center for Technical Knowledge (“ASCENT”).

The IMAGINiT division is one of the largest value-added resellers of Autodesk, Inc. (“Autodesk”) products in the world, providing Autodesk solutions and value-added services to customers in the manufacturing, infrastructure, building, and media and entertainment industries and also sells its own proprietary software products and related services, enhancing its total client solution offerings. IMAGINiT operates from locations across North America, Australia, Singapore and Malaysia.

The Enterprise Applications division is the non-Autodesk component of the business and offers various products and services including data archiving solutions, facilities management solutions, as well as training for customers using that use products other than those from Autodesk.

ASCENT is the courseware division of Rand Worldwide and is a leading developer of professional training materials and knowledge products for engineering software tools. Executive management performs their primary analyses based upon geographic location and operations by geographic segment are disclosed within Note 18.

Effective with the merger, the Company elected to change its fiscal year end from October 31 to June 30. References to 2009 mean the twelve month periods ended October 31, 2009. References to 2010 mean the eight month period ended June 30, 2010.

The consolidated financial statements include the accounts of Rand Worldwide, Inc. and its subsidiaries (the “Company” or “Rand Worldwide”). All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

F-11

Discontinued Operations

During 2009, the Company restructured certain of its operations, which included the sale or closure of several subsidiaries. The Company determined these disposed subsidiaries to be discontinued operations under the provisions of ASC 360-10, Accounting for the Impairment or Disposal of Long-lived Assets. In accordance with ASC 360-10, the Company has determined that its subsidiaries are the lowest level for which the results of operations and cash flows can be clearly distinguished. Any gain or loss resulting from disposal of a subsidiary, together with the results of its operations up to the date of disposal, is reported separately as a discontinued operation. The financial information of a discontinued operation is excluded from the respective captions in the consolidated financial statements and related notes and is reported separately.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Inventory

Inventory consists of packaged computer software and is stated at the lower of first-in, first-out cost, or market.

Property and Equipment

Property and equipment is stated at cost. Depreciation for computer software and equipment and office furniture and equipment is provided for by the straight-line method over estimated useful lives ranging from three to seven years. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the asset using the straight-line method. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets Excluding Goodwill

Long-lived assets, excluding goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

Goodwill

Goodwill is the excess of the purchase price paid over the fair value of the identifiable net assets acquired in purchase business combinations. The Company accounts for goodwill in accordance with ASC 350 Goodwill and Other Intangible Assets. Under ASC 350, goodwill is subject to annual impairment tests or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit to which goodwill has been allocated from the estimated fair value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an impairment charge is recorded for the excess.

F-12

The carrying amount of goodwill was $15,240,000, $7,232,000 and $7,201,000 as of June 30, 2011 and 2010 and October 31, 2009, respectively.

Stock Options and Stock Granted to Employees

The Company applies ASC 718-10, Share-Based Payment, which requires companies to measure the cost of share-based awards to employees based on the grant-date fair value of the award using an option pricing model, and to recognize that cost over the period during which an employee is required to provide service in exchange for the award. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and recognizes the compensation cost of employee share-based awards in its statement of operations using the straight-line method over the vesting period of the award, net of estimated forfeitures.

The use of the Black-Scholes option pricing model to estimate the fair value of share-based awards requires that the Company make certain assumptions and estimates for required inputs to the model, including (i) the fair value of the Company’s common stock at each grant date, (ii) the expected volatility of the Company’s common stock value based on industry comparisons, (iii) the expected life of the share-based award, (iv) the risk-free interest rate, and (v) the dividend yield. The Company uses the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

Revenue Recognition and Accounts Receivable

The Company’s revenue recognition policies are in accordance with ASC 985-685 Software—Revenue Recognition and ASC 605-20 Revenue Recognition.

Revenue from product sales and the sale of developed software is recognized when the following four criteria are met: (i) a signed purchase order has been obtained; (ii) delivery of the software has occurred; (iii) the fee is fixed or determinable; and (iv) the fee is probable of collection. Software product sales billed and not recognized as revenue are included in deferred revenue. The Company generally does not require collateral for accounts receivable. The Company allows returns from customers in limited situations. The Company has historically not experienced significant returns, and accordingly, allowances for returned products are not recorded.

Product Sales

For revenue derived from license fees for packaged software products, the Company follows ASC 985-605 Software-Revenue Recognition and ASC 605-10 Revenue Recognition. The Company recognizes revenue from the sale of software licenses and training materials upon shipment of the products, provided that evidence of the arrangement exists, the arrangement fee is fixed or determinable, and collection of the related receivable is probable and free of contingencies.

Service Revenue

Revenue from installation, training and consulting services is recognized upon completion of the requested service, which typically occurs within ninety days of receipt of an order. Revenue from telephone support contracts and maintenance and support contracts is recognized ratably over the contract period, which is typically twelve months. Maintenance and support services typically include only telephone and internet-based support, but in limited circumstances include software updates, when and if available, provided by the vendor of the software. Installation and consulting services provided by the Company are not considered essential to the functionality of any software products sold as those services do not alter the functionality or capabilities of the product and could be performed by customers or other vendors.

F-13

Commission Revenue

Fees earned from the resale of Autodesk’s software support agreements are reported as commission revenue and presented net of their related costs. For these transactions, the Company considers Autodesk to be the primary obligor in the arrangement as Autodesk has the responsibility of providing the end-customer all the deliverables under the contract, including software upgrades and various support services. As a result, the Company assumes an agency relationship in these transactions, and recognizes the net fee associated with serving as an agent in revenue.

Commissions revenue also includes referral fees paid by Autodesk for certain types of customer transactions, determined based on specified percentages of the amount billed by Autodesk to the referred customer. These referral fees are recorded as revenue in the period earned, based on reporting by Autodesk.

Multiple-Element Arrangements

The Company’s arrangements with its customers may involve the sale of one or more products and services at the same time. The Company considers these to be multiple elements of a single arrangement. The Company adopted ASU 2009-13, Multiple-Deliverable Revenue Arrangements, on a prospective basis as of the beginning of fiscal 2011 for new and materially modified arrangements originating on or after July 1, 2010. Under the new standards, we allocate the total arrangement consideration to each separable element based on the relative selling price of each element in accordance with selling price hierarchy, which includes: vendor specific objective evidence (VSOE) if available; third party evidence (TPE) if VSOE is not available; and best estimate of selling price if neither VSOE nor TPE is available. In general, the Company uses VSOE to allocate the selling price to each element. Arrangement consideration allocated to undelivered elements is deferred until delivery of the individual elements. The adoption of new guidance did not result in a material impact to the financial statements for fiscal year 2011.

Fixed or Determinable Fee

Management assesses whether the total fee payable to the Company for the order is fixed or determinable and free of contingencies at the time of delivery. Management considers the payment terms of the transaction, including whether the terms are extended, and its collection experience in similar transactions that did not require concessions, among other factors. If the total consideration payable to the Company is not fixed or determinable, revenue is recognized only as payments become due from the customer, provided that all other revenue recognition criteria are met.

Customer Acceptance Criteria

If an arrangement includes customer acceptance criteria, the Company defers all revenue from the arrangement until acceptance is received or the acceptance period has lapsed, unless those acceptance criteria only require that the product perform in accordance with the software vendor’s standard published product specifications. If a customer’s obligation to pay the Company is contingent upon a future event, such as installation or acceptance, the Company defers all revenue from the arrangement until that event has occurred.

Deferred Revenue

Deferred product revenue is comprised of amounts that have been invoiced to customers upon delivery of a product, but are not yet recognizable as revenue because one or more of the conditions required for revenue recognition have not yet been met. Deferred service revenue represents amounts invoiced to customers for telephone support contracts or maintenance and support contracts, which are recognized ratably as revenue over the term of the arrangements, or for installation or training services that have not yet been provided.

F-14

Product Returns

The Company’s arrangements with customers do not contain any rights of product return, other than those related to standard warranty provisions that permit replacement of defective goods. As of June 30, 2011, June 30, 2010 and October 31, 2009, the Company had no reserve recorded for product returns because such returns have been insignificant.

Shipping and Handling Fees

The Company records as revenue any amounts billed to customers for shipping and handling costs and records as cost of revenue its actual shipping costs incurred.

Allowance for Doubtful Accounts

The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its expected net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates, due primarily to credit policies, collection experience, and a lack of concentration of accounts receivable. The Company charges-off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

Cost of Product Sales

Cost of product sales includes the costs of purchasing software and hardware from suppliers and the associated shipping and handling costs.

Cost of Service Revenue

Cost of service revenue consists primarily of direct employee compensation of all service personnel, the cost of subcontracted services and direct expenses billable to customers. Cost of service revenue does not include an allocation of overhead costs.

Advertising Costs

Costs incurred for producing and communicating advertisements are expensed as incurred and included in selling, general and administrative expenses in the accompanying statements of operations. Advertising expenses, net of reimbursements from suppliers, were immaterial for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of two components: net income (loss) and foreign currency translation adjustments. During the years ended June 30, 2011 and October 31, 2009 and the eight month period ending June 30, 2010, unrealized currency translation gains of $569,000, $509,000 and $139,000 respectively, were recorded in accumulated other comprehensive income within shareholder’s deficit.

Income Taxes

The Company uses the liability method to account for income taxes. Income tax expense includes income taxes currently payable and deferred taxes arising from temporary differences between financial reporting and income tax bases of assets and liabilities. Deferred income taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense, if any, consists of the taxes payable for the current period. Valuation allowances are established when the realization of deferred tax assets are not considered more likely than not. The Company records liabilities from uncertain tax positions in accordance with ASC 740-10 Income Taxes. Interest and penalties related to unrecognized tax benefits are recorded as part of income tax expense.

F-15

Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiaries, whose functional currencies are the respective local currencies, are translated into U.S. dollars at the current rates of exchange in effect at the balance sheet dates. Revenues and expenses are translated using the average exchange rates for the period. The resulting translation adjustments are included as a separate component of shareholders’ deficit in the consolidated balance sheets within accumulated other comprehensive income. Foreign currency transaction gains or losses resulting from the re-measurement of monetary assets and liabilities stated in a currency other than the functional currency are included in the Company’s results of operations.

In addition, for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, realized currency transaction gains (losses) from continuing operations of ($244,000), $40,000 and ($51,000), respectively, were recorded in the statement of operations and realized currency translation gains from discontinued operations of $0, $6,000 and $0 respectively, were recorded in the statement of operations within gain (loss) on sale or disposition of discontinued operations, net of tax.

Recent Accounting Pronouncements

In October 2009, the FASB issued a new accounting standard which provides guidance for arrangements with multiple deliverables which are not within the scope of the current software revenue recognition guidance. Specifically, the new standard requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. In the absence of VSOE or third-party evidence of the selling prices, consideration must be allocated to the deliverables based on management’s best estimate of the selling prices. This standard was effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 with early adoption permitted. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.

In April 2010, the FASB issued an update regarding the milestone method of revenue recognition under ASC 605. ASC 605 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition. The amendments in this update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The Company’s adoption of ASC 605 did not have a material effect on the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured on a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. We do not anticipate adoption to have a material impact on our consolidated financial statements.

In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or two separate but consecutive statements and will result in presentation changes for our consolidated financial statements. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. We do not anticipate adoption to have a material impact on our consolidated financial statements.

F-16

Reclassifications

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation.

2. Reverse Merger Transaction

On August 17, 2010, Avatech acquired all the outstanding common stock of pre-merger Rand Worldwide as a result of a merger. Rand Worldwide is also a software reseller in the design automation marketplace. The Company believes the merger expanded its overall geographic presence and increased its market share.

In consideration for the merger, Rand Worldwide’s stockholder received shares of Avatech common stock representing approximately 66% of the outstanding shares of Avatech common stock and Avatech’s stockholders retained approximately 34% of the outstanding shares of Avatech common stock. When calculated based on the number of shares of Avatech common stock outstanding on a fully diluted basis, the common stock issued to the Rand Worldwide stockholder was equal to approximately 59% of the total common equivalent shares as of the date of the merger. As the Rand Worldwide stockholder acquired more than 50% of the outstanding shares of Avatech common stock, Rand Worldwide was deemed, for accounting and SEC reporting purposes to be the continuing reporting entity. As such, the consolidated financial statements include the accounts of Avatech from the date of acquisition through June 30, 2011 and pre-merger Rand Worldwide for the full year ended June 30, 2011. Balances reported for prior periods reflect the accounts of pre-merger Rand Worldwide only. Additionally, the equity structure of Rand Worldwide has been restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of Avatech common stock issued in the merger.

RWWI Holdings, LLC (“RWWI Holdings”) was formed in the recapitalization by the stockholders of Rand Worldwide prior to the merger to hold their interests in Avatech. Accordingly, RWWI Holdings holds 66% of the outstanding shares of Rand Worldwide. RWWI Holdings is not part of the Company’s consolidated group.

Recognized amounts of identifiable intangible assets acquired and liabilities assumed

The Company accounted for the transaction using the acquisition method in accordance with ASC 805 Business Combinations. Accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective estimated fair values on the acquisition date. The Company’s allocation of the total consideration transferred of $14,226,000 is summarized below:

Net tangible assets acquired	$	2,449,000
Deferred income tax assets		392,000
Trade name		2,649,000
Customer list		3,010,000
Goodwill		8,151,000
Deferred tax liability		(2,425,000	)
Total consideration transferred	$	14,226,000

Identifiable intangible assets

Fair values for the trade name and customer list were determined based on the income approach. The following table presents certain information on the acquired identifiable intangible assets:

Intangible asset	Discount rate used			Estimated useful life
Trade name		19.0	%		15 years
Customer list		21.0	%		15 years

F-17

Goodwill

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. These benefits include expansion opportunities and increased presence in the design automation marketplace.

Pro Forma—Financial Information

The following reflects the unaudited pro forma combined results of operations for the year ended June 30, 2011 of Avatech and Rand Worldwide as if the acquisition had taken place as of July 1, 2010:

Total revenue	$	93,201,000
Net income		1,467,000
Earnings per common share, basic		0.03
Earnings per common share, diluted		0.03

In connection with the merger, during the year ended June 30, 2011, Avatech and Rand Worldwide incurred combined non-recurring costs of $2,251,000, including $932,000 in professional fees, $873,000 in severance costs, $233,000 in accrued lease costs for office closings, $151,000 due to accelerated vesting of stock options, $30,000 for the corporate name change and $32,000 in additional board fees. The $2,251,000 of non-recurring costs are included in the proforma results shown above, however only $1,893,000 of such costs are included in the consolidated statement of operations for the year ended June 30, 2011, because $358,000 of these costs were incurred by Avatech prior to the merger.

3. Supplemental Disclosure of Cash Flow Information

The Company paid interest of approximately $245,000, $2,316,000 and $240,000 for the full years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, respectively, and paid federal and state taxes of approximately $372,000, $208,000 and $357,000 for the full years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, respectively. Total purchases of property and equipment were approximately $566,000, $511,000 and $902,000 for the full years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, respectively. Total purchases of property and equipment included non-cash purchases of $43,000, $13,000 and $0 for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, respectively.

4. Borrowings Under Line of Credit

On December 31, 2010, certain subsidiaries of the Company entered into a new line of credit facility which permits up to $9 million of borrowings limited to 85% of aggregate eligible accounts receivable with PNC Bank, National Association. The interest rate is, at the Company’s option, either (i) the “Eurodollar Rate”, which is calculated by using the LIBOR rate plus an applicable margin ranging from 2.5% to 3.25% or (ii) the bank’s “Alternate Base Rate”, which is calculated by using the base rate of the bank, the federal funds open rate, or the daily LIBOR rate plus an applicable margin ranging from 1.75% to 2.75%. The interest rate as of June 30, 2011 was 5%. The Company had outstanding borrowings from the bank under its credit line of approximately $3.9 million as of June 30, 2011 and had $3.3 million outstanding as of June 30, 2010. The line expires on December 31, 2012 and is secured by 65% of the stock in one of its subsidiaries and 100% of the stock of a separate subsidiary.

See Note 19 for the Company’s Related Party Term Notes.

F-18

5. Preferred Stock

The Company’s preferred stock included in the equity section of the accompanying consolidated balance sheets consists of the following as of June 30, 2011 and 2010:

	June 30				October  31 2009
	2011		2010
Series D Convertible Preferred Stock, $0.01 par value; 1,297,537 shares authorized and issued; and 1,089,213 shares outstanding at June 30, 2011; aggregate liquidation preference of $654,000 at June 30, 2011	$	11,000	$	—	$	—
Series E Convertible Preferred Stock, $0.01 par value; 3,000 shares authorized; 1,191 shares issued; 937 shares outstanding at June 30, 2011; aggregate liquidation preference of $937,000 at June 30, 2011		—		—		—
Total Preferred Stock	$	11,000	$	—	$	—

Series A Redeemable Preferred Stock

On November 1, 2007, Rand Worldwide issued 31,000,000 shares of Series A redeemable preferred stock (“Series A”) for $1.00 per share. At June 30, 2010, 31,858,922 shares of Series A were authorized and designated, of which 31,000,000 shares were issued and outstanding. The net proceeds from the issuance of the Series A Convertible Preferred Stock were classified as temporary equity in the accompanying consolidated balance sheets as the terms of the issuance do not warrant classification as a liability nor as equity.

Immediately prior to and on the date of the merger with Avatech, Rand Worldwide completed a recapitalization which had the effect of exchanging its preferred stock for common stock. Prior to the merger with Avatech, Rand Worldwide had outstanding term notes totaling approximately $12.6 million to its majority shareholder. Rand Worldwide completed a recapitalization which had the effect of converting its Series A Redeemable Preferred Stock, related-party notes payable, and accrued interest on the related-party notes payable into common stock. As a result of the recapitalization, Rand Worldwide no longer has outstanding term notes and no longer has any outstanding Series A Preferred Stock.

Convertible Preferred Stock

At June 30, 2003, the Company had issued and outstanding 172,008 shares of Series C Convertible Preferred Stock (the “Series C shares”). On December 31, 2003, the Series C shares were converted into 484,487 shares of newly authorized Series D Convertible Preferred Stock (the “Series D shares”). In 2004, the Company issued 813,050 shares of Series D Convertible Preferred Stock for cash proceeds totaling $330,000 and a reduction in notes payable to a related party of $98,000. In connection with the issuance of Series D shares, 1,730,043 warrants were granted to preferred shareholders. The warrants entitle the holder to purchase common stock at an exercise price of $0.45 per share up to one year after the date of grant. At June 30, 2011, 1,089,213 shares of Series D Convertible Preferred Stock were outstanding, respectively, with the following terms:

Redemption Feature- The Series D shares are redeemable in the event that the Company is engaged in a business combination that is approved by the Board of Directors and subsequently submitted and approved by a vote of the Company’s stockholders. The terms of the Merger with Rand Worldwide did not trigger any redemption provisions of the Series D shares. Any director who holds shares of Series D is not eligible to vote on the proposed business combination. The redemption price is $0.30 (upon conversion) per share plus an amount equal to all declared and unpaid dividends accrued on such shares since the original issue date.

Voting Rights- Each holder of the Series D shares shall vote together with all other classes and series of stock of the Company as a single class on all actions. Each share shall entitle the holder to one vote per share of common stock into which the preferred stock is then convertible on each such action. In addition,

F-19

these holders have special voting rights in connection with certain matters, including the issuance of senior stock or debentures, certain mergers, the dissolution of the Company and any amendment to the charter or the terms of the securities that would impair their rights.

Dividend Rate- The holders of the Series D shares are entitled to receive cumulative dividends at a rate of 10% per annum when and as declared by the Board of Directors. Dividends are paid quarterly to preferred stockholders.

Conversion Feature- The Series D shares are convertible at any time beginning 120 days after the original issuance date at the option of the holder and automatically converts into common stock if the common stock trades for more than $2.25 per share for 60 consecutive trading days. Each Series D share is convertible into shares of common stock by multiplying the appropriate conversion rate in effect by the number of shares of preferred stock being converted. As of June 30, 2011, the conversion rate would yield two shares of common stock for each share of Series D share; however, this rate may be adjusted due to stock splits, dividends, and other events defined in the stock purchase agreement between the Company and the holders of the Series D shares.

Liquidation Preference- In the event of a liquidation, dissolution or winding up of the Company, the holders of Series D shares are entitled to receive for each share, prior and in preference to any distribution of any of the assets or surplus funds to the holders of common stock, an amount equal to $0.60 per share plus all accumulated but unpaid dividends. If upon the occurrence of such event, the assets and funds thus distributed among the holders are insufficient to permit the payment of the preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the preferred stockholders.

In July 2005, the Company issued 1,191 shares of Series E Convertible Preferred Stock which raised $1,191,000 for working capital purposes. In connection with this issuance, the Company granted 366,475 warrants to purchase its common stock at an exercise price of $0.65 per share which expired on July 29, 2008. At June 30, 2011, 937 shares of Series E Convertible Preferred Stock (the “Series E shares”) were outstanding, respectively, with the following terms:

Redemption Feature- The Series E shares are redeemable in the event that the Company is engaged in a business combination that is approved by the Board of Directors and subsequently submitted and approved by a vote of the Company’s stockholders. The terms of the Merger with Rand Worldwide did not trigger any redemption provisions of the Series E shares. Any director who holds shares of Series E is not eligible to vote on the proposed business combination. The redemption price is $0.65 per share (upon conversion) plus an amount equal to all declared and unpaid dividends accrued on such shares since the original issue date.

Voting Rights- Each holder of the Series E shares shall vote together with all other classes and series of stock of the Company as a single class on all actions. Each share shall entitle the holder to one vote per share of common stock into which the preferred stock is then convertible on each such action. In addition, these holders have special voting rights in connection with certain matters, including the issuance of senior stock or debentures, certain mergers, the dissolution of the Company and any amendment to the charter or the terms of the securities that would impair their rights.

Dividend Rate- The holders of the Series E shares are entitled to receive cumulative dividends at a rate of 10% per annum when and as declared by the Board of Directors. Dividends are paid quarterly to preferred stockholders.

Conversion Feature- The Series E shares are convertible at any time beginning 120 days after the original issuance date at the option of the holder and automatically converts into common stock if the common stock trades for more than $2.25 per share for 60 consecutive trading days. Each Series E share is convertible into shares of common stock by multiplying the appropriate conversion rate in effect by the number of shares of preferred stock being converted. As of June 30, 2011, the conversion rate would yield 1,538.5 shares of common stock for each share of Series E; however, this rate may be adjusted due to stock splits, dividends, and other events defined in the stock purchase agreements between the Company and the holders of the Series E shares.

F-20

Common Stock Warrants- Each holder of Series E shares received common stock warrants which give the holder the right to purchase 307.7 shares the Company’s common stock for each Series E share held. The exercise price of the warrants was $0.65 per share and they expired on June 28, 2008.

Liquidation Preference- In the event of a liquidation, dissolution or winding up of the Company, the holders of Series E shares are entitled to receive for each share, prior and in preference to any distribution of any of the assets or surplus funds to the holders of common stock, an amount equal to $0.65 per share (upon conversion) plus all accumulated but unpaid dividends. If upon the occurrence of such event, the assets and funds thus distributed among the holders are insufficient to permit the payment of the preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the preferred stockholders.

6. Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Such outstanding shares include those issued through Employee Stock Compensation Plans, Board compensation, and the exercise of stock warrants. Diluted earnings (loss) per common share include the potential dilution that would occur from common shares issuable upon the exercise of outstanding stock options and warrants and the conversion of preferred stock. There is no dilutive effect on the earnings (loss) per common share during loss periods, and the dilutive effects of the common stock derivatives were not included for fiscal year 2009 as these options would have an anti-dilutive effect due to the losses of the Company. As of June 30, 2011, 6,950,115 shares of common stock were issuable upon the conversion or exercise of options, warrants and preferred stock. For the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010, there were 6,620,768; 758,000; and 976,000, shares of common stock equivalents, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. The following summarizes the computations of basic and diluted loss per common share:

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Numerator for basic and diluted earnings per share:
Net income (loss) from continuing operations	$	1,833,000		$	(5,414,000	)	$	(2,754,000	)
Loss from discontinued operations, net of tax		—			(860,000	)		—
Gain on disposition of discontinued operations, net of tax		—			2,914,000			—
Net income (loss)		1,833,000			(3,360,000	)		(2,754,000	)
Net income (loss) from continuing operations		1,833,000			(5,414,000	)		(2,754,000	)
Payment and/or accretion of preferred stock dividends		(515,000	)		(2,678,000	)		(1,928,000	)
Net income (loss) from continuing operations available to common stockholders	$	1,318,000		$	(8,092,000	)	$	(4,682,000	)
Weighted average shares used in computing basic net income (loss) per share:		49,585,611			34,232,682	(1)		34,232,682	(1)
Weighted average shares used in computing diluted net income (loss) per share:		49,696,443			34,232,682	(1)		34,232,682	(1)
Income (loss) per common share from continuing operations, basic	$	0.03		$	(0.24	)	$	(0.14	)
Income per common share from discontinued operations, basic		—			0.06			—
Income (loss) per common share, basic	$	0.03		$	(0.18	)	$	(0.14	)
Income (loss) per common share from continuing operations, diluted	$	0.03		$	(0.24	)	$	(0.14	)
Income per common share from discontinued operations, diluted		—			0.06			—
Income (loss) per common share, diluted	$	0.03		$	(0.18	)	$	(0.14	)

F-21

(1) The weighted average shares for the year ended October 31, 2009 and the eight months ended June 30, 2010 have been restated to reflect the shares issued as part of the Merger.

7. Intangible Assets

The following is a summary of the carrying amount, accumulated amortization and the resulting net book value of intangible assets:

June 30, 2011

	Carrying amount		Accumulated amortization		Net book value
Customer list	$	8,915,000	$	5,570,000	$	3,345,000
Trade name		3,931,000		802,000		3,129,000
Intellectual property		1,324,000		1,324,000		—
Total intangible assets	$	14,170,000	$	7,696,000	$	6,474,000

June 30, 2010

	Carrying amount		Accumulated amortization		Net book value
Customer list	$	5,904,000	$	5,335,000	$	569,000
Trade name		1,282,000		362,000		920,000
Intellectual property		1,324,000		1,175,000		149,000
Total intangible assets	$	8,510,000	$	6,872,000	$	1,638,000

October 31, 2009

	Carrying amount		Accumulated amortization		Net book value
Customer list	$	5,904,000	$	5,145,000	$	759,000
Trade name		1,282,000		276,000		1,006,000
Intellectual property		1,324,000		882,000		442,000
Total intangible assets	$	8,510,000	$	6,303,000	$	2,207,000

Amortization expense for intangible assets for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010 were $824,000, $993,000 and $569,000, respectively. Future estimated amortization expense for intangibles assets is as follows: $645,000 in 2012, $595,000 in 2013, $564,000 in 2014, $543,000 in 2015, $514,000 in 2016 and $3,612,000 thereafter.

8. Restructuring Charges

The Company accounts for charges resulting from operational restructuring actions in accordance with ASC 420-10, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting reporting associated with certain exit or disposal activities. Under ASC 420-10, costs associated with certain exit or disposal activities are recognized and measured at their fair value in the period in which the liability is incurred rather than at the date of a commitment to an exit or disposal plan. The determination of restructuring charges requires management’s judgment and may include such costs and charges as those related to employee severance, termination benefits, the write-off of assets, professional service fees and costs for future lease commitments on excess facilities, net of any estimated income from subleases. All such judgments and related estimates are reviewed and, if necessary, revised on an annual basis, which may result in adjustments to previously recorded liability accruals.

F-22

For the year ended October 31, 2009, the Company implemented a series of restructuring actions to right-size its operations, to relocate its corporate headquarters and to reduce expenses. As a result of these activities, the Company reduced its headcount by 126 employees and incurred severance-related expenses of approximately $1.7 million, all of which expenses were allocated to the North America segment. As of October 31, 2009, there were $12,000 of workforce-related unpaid severance costs and $205,000 of accrued restructuring costs related to facility closures, primarily in the North America segment.

For the eight month period ended June 30, 2010, the Company continued to implement certain actions to restructure its operations. During the eight-month period, these actions resulted in the involuntary termination of 31 employees which resulted in severance-related expenses of $616,000 as well as $55,000 in facility lease terminations, all of which expenses were allocated to the North America segment. As of June 30, 2010, there were no unpaid severance costs or accrued restructuring costs related to facility closures.

The Company did not incur any restructuring charges for the year ended June 30, 2011.

9. Stock Purchase Warrants

As of June 30, 2010, Avatech had outstanding warrants to purchase 764,980 shares of common stock. A summary of these warrants is as follows:

Number of Shares		Exercise Price	Expiration Date
	38,878	$0.60	July 1, 2010
	726,102	$1.52	January 29, 2011
	764,980

As previously discussed, the Company completed its acquisition of Rand Worldwide in August of 2010. On the closing date of the acquisition, the Company and certain common stockholders amended and terminated the Common Stock and Warrant Purchase Agreements and related Investor Rights Agreements dated January 29, 2007 and June 12, 2006 pursuant to which those common stockholders acquired their shares. Those agreements contained certain anti-dilution protections for those stockholders and continuing registration rights. In consideration of the amendments and terminations of these agreements, the Company issued a total of 400,015 shares of common stock to these stockholders. In addition, with respect to those stockholders who invested in the January 29, 2007 offering, the Company amended the warrants to purchase 726,102 shares of common stock by reducing the exercise price from $1.52 per share to $1.11 per share. There are no outstanding warrants as of June 30, 2011.

10. Director and Employee Stock Compensation Plans

Employee Stock Option Plans

All common stock options outstanding for pre-merger Rand Worldwide were converted into options to purchase membership interests in RWWI Holdings, an entity which is not part of the Company’s consolidated group.

The Board of Directors may grant options under the Avatech Solutions, Inc. 2002 Stock Option Plan (the “Plan”) to purchase shares of the Company’s common stock at an exercise price of not less than the fair market value of the common stock on the date of grant. The Plan provides for the granting of either incentive or non-qualified stock options to purchase an aggregate of up to 3,100,000 shares of common stock to eligible employees, officers, and directors of the Company. Stock options generally expire after 10 years. Options generally vest ratably over three or four years, depending on the specific grant award. As of the date of the merger with Rand Worldwide, all of Avatech’s outstanding stock options became fully vested in accordance with their respective option agreements.

F-23

The Company recorded and included in selling, general and administrative expenses, $44,000 and $39,000 of stock compensation expense for the years ended June 30, 2011 and October 31, 2009, respectively, and $33,000 for the eight months ended June 30, 2010. Stock compensation expense for the year ended June 30, 2011 included $5,000 of expense prior to the merger for the vesting of common stock options granted by pre-merger Rand Worldwide, and $39,000 of expense for stock options granted after the merger.

The following are the assumptions made in computing the fair value of stock-based awards:

	Year Ended June 30  2011	Eight Months Ended June 30 2010	Year Ended October 31 2009
Average risk-free interest rate	2.31%	3.00% to 3.50%	3.00% to 3.62%
Dividend yield	0 %	0 %	0 %
Expected life	6.25 years	4 years	4 years
Expected volatility	.56	.50	.41
Weighted average fair value of granted options	$ 0.38	$ 0.26	$ 0.26

Expected volatilities are based on historical volatility of the Company’s common stock. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of stock option activity during the year ended June 30, 2011 and related information is included in the table below:

	Options			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at November 1, 2008		317,025		$	0.31
Granted		694,755			0.31
Outstanding at October 31, 2009		1,011,780			0.31
Granted		101,829			0.26
Forfeited		(130,000	)		0.31
Outstanding at July 1, 2010		983,609			0.30
Conversion of Rand Worldwide options into RWWI Holdings, LLC options		(983,609	)		0.30
Avatech options assumed in Merger		1,605,177			0.93
Granted		1,816,920			0.70
Forfeited		(93,010	)		0.75
Expired		(755	)		7.07
Outstanding at June 30, 2011		3,328,332		$	0.81	$	99,000
Exercisable at June 30, 2011		1,534,812		$	0.94	$	81,000
Weighted-average remaining contractual life		7.7 Years

F-24

All options granted have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Exercise prices for options outstanding as of June 30, 2011 ranged from $0.17 to $3.81 as follows:

Range of Exercise Prices	Options Outstanding		Weighted Average Exercise Prices of Options Outstanding	Weighted Average Remaining Contractual Life of Options Outstanding	Options Exercisable		Weighted Average Exercise Prices of Options Exercisable	Weighted Average Remaining Contractual Life of Options Exercisable
$ 0.17 – 0.34		94,547	$0.30	2.5 years		94,547	$0.30	2.5 years
0.35 – 0.75		2,125,520	0.68	9.2 years		332,000	0.59	5.5 years
0.76 – 0.91		663,000	0.86	5.5 years		663,000	0.86	5.5 years
1.05 – 3.81		445,265	1.45	4.8 years		445,265	1.45	4.8 years
		3,328,332				1,534,812

Assuming that no additional share-based payments are granted after June 30, 2011, $625,000 of compensation expense will be recognized in the consolidated statement of operations over a weighted-average period of 4.0 years.

Employee Stock Purchase Plan

Avatech’s Board of Directors adopted, and its stockholders subsequently approved, the Employee Stock Purchase Plan (the “ESPP”), under which, as amended, 2,000,000 shares of common stock are reserved for issuance. As of June 30, 2011, 790,555 shares were available for future issuance. Effective January 1, 2011, the plan has been suspended.

As of June 30, 2011, there was no liability for employees’ ESPP withholdings, as all shares of common stock purchased under the ESPP for the year ended June 30, 2011 had been issued.

Restricted Stock Award Plan

In May 2003, the Company’s Board of Directors adopted, and its stockholders subsequently approved, the Avatech Solutions, Inc. Restricted Stock Award Plan, which was amended and restated on August 23, 2005 (the “Stock Plan”). Officers, directors, key employees and consultants of the Company are eligible to receive stock awards under the Stock Plan, but employees and consultants may receive grants only if they already are stockholders or hold options to purchase shares of common stock at the time of grant. Vesting for restricted stock awards granted under the Stock Plan may vary, but awards will generally vest based on continued service of the recipient or achievement of specific performance goals. The Company has reserved a total of 1,200,000 shares of common stock for issuance under the Stock Plan and 193,921 shares were available for future issuance as of June 30, 2011.

11. Shares Reserved for Future Issuance

At June 30, 2011, the Company has reserved 6,950,115 shares of common stock for future issuance upon the exercise of stock options granted under the Stock Option Plan, the exercise of outstanding common stock purchase warrants, the vesting of restricted stock awards, purchases under the ESPP and the conversion of Series D Stock, and Series E Stock.

F-25

12. Income Taxes

The components of losses from continuing operations before income taxes are as follows:

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Domestic	$	3,439,000		$	(7,023,000	)	$	(2,732,000	)
Foreign		(1,420,000	)		1,261,000			13,000
Total	$	2,019,000		$	(5,762,000	)	$	(2,719,000	)

The components of the income tax provision (benefit) are as follows:

	Years ended					Eight months ended
	June 30, 2011		October 31, 2009			June 30, 2010
Federal tax	$	60,000	$	(394,000	)	$	35,000
State tax		126,000		32,000			—
Foreign tax		—		14,000			—
Total	$	186,000	$	(348,000	)	$	35,000
	Years ended					Eight months ended
	June 30, 2011		October 31, 2009			June 30, 2010
Current	$	186,000	$	(348,000	)	$	35,000
Deferred		—		—			—
Total	$	186,000	$	(348,000	)	$	35,000

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Deferred tax assets:
Net operating loss carryforward	$	15,611,000		$	15,848,000		$	16,259,000
Capital loss carryforward		1,674,000			—			1,610,000
Accrued expenses		236,000			504,000			85,000
Expenses not currently deductible		224,000			311,000			363,000
Excess of book over tax depreciation		72,000			346,000			442,000
Excess of book over tax amortization		446,000			171,000			424,000
Deferred revenue		—			7,000			4,000
Translation effects		—			—			399,000
Total deferred tax assets		18,263,000			17,187,000			19,586,000
Deferred tax liabilities:
Customer list		2,561,000			610,000			620,000
Other liabilities		30,000			—			—
Total deferred tax liabilities		2,591,000			610,000			620,000
Deferred tax assets, net of liabilities		15,672,000			16,577,000			18,966,000
Valuation allowance		(17,362,000	)		(16,577,000	)		(18,966,000	)
Net deferred tax liability	$	(1,690,000	)	$	—		$	—

F-26

The Company’s provision for income taxes resulted in effective tax rates attributable to loss from continuing operations that varied from the statutory federal income tax rate of 34%, as summarized in the table below.

	Years ended						Eight months ended
	June 30, 2011			October 31, 2009			June 30, 2010
Expected federal income tax expense (benefit) from continuing operations at 34%	$	633,000		$	(1,972,000	)	$	(841,000	)
Expenses not deductible for income tax purposes		311,000			1,479,000			32,000
Amendment of prior year return		—			—			35,000
Tax capital loss		—			—			(544,000	)
State income taxes, net of federal benefit		135,000			(203,000	)		(155,000	)
Change in valuation allowance for deferred tax assets		(893,000	)		487,000			1,497,000
Liquidation adjustments		—			(110,000	)		—
Other		—			(29,000	)		11,000
Income tax expense (benefit)	$	186,000		$	(348,000	)	$	35,000

The Company recorded tax expense of $186,000 and $35,000 for the year ended June 30, 2011 and the eight months ended June 30, 2010, respectively, versus an income tax benefit of $348,000 for the year ended October 31, 2009.

At June 30, 2011, the Company had US federal net operating loss carryforwards available to reduce future taxable income of approximately $26 million, a portion of which may be limited as to annual utilization under Internal Revenue Code Section 382. Because of this limitation, approximately $6 million net operating losses are expected to expire before being utilized. For tax year June 30, 2011 it is projected that approximately $3.8 million net operating loss carryforwards will be utilized to offset taxable income.

In addition, at June 30, 2011, the Company had foreign net operating loss carryforwards of approximately $19.6 million available to reduce future taxable income. These carryforwards expire between 2011 and 2029 for some jurisdictions and for other jurisdictions the losses may be carried forward indefinitely.

As of June 30, 2011 the Company has maintained the valuation allowance of its net deferred tax assets of approximately $17 million in all jurisdictions including the United States, due to insufficient history of profitable quarters. The valuation allowance is evaluated quarterly to determine the appropriate allowance amount.

The Canadian Subsidiary of Rand Worldwide, Rand A Technology Corporation, is currently being audited by the Canada Revenue Agency for tax years 2005 through 2009. Management believes that it has properly recorded the tax expense for the periods under review and expects no material adjustments to the respective returns or to its financial statements.

F-27

13. Commitments and Contingencies

Operating Leases

The Company leases certain office space and equipment under noncancellable operating lease agreements that expire in various years through 2019, and generally do not contain significant renewal options. Rent expense under operating leases for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010 was $1.6 million, $2.2 million and $1.3 million, respectively. Future minimum payments under all noncancellable operating leases with initial terms of one year or more consisted of the following at June 30, 2011:

Year ending June 30:
2012	$	2,625,000
2013		2,008,000
2014		1,701,000
2015		1,291,000
2016		709,000
Thereafter		755,000
Total minimum lease payments	$	9,089,000

There was no rent paid to a related party for the years ended June 30, 2011 and October 31, 2009 and for the eight months ended June 30, 2010.

Capital Leases

The Company has various computer equipment used in training facilities and by employees throughout its office locations. These capital lease obligations totaled $105,000 as of June 30, 2011 with approximately $77,000 representing the short-term balance of the lease and shown as Obligations under capital leases in the accompanying balance sheets. Payments for the leases are made either monthly or quarterly through April 2015 and depreciation expense on this equipment was approximately $181,000 as of June 30, 2011. Future minimum payments consisted of the following at June 30, 2011:

Year ending June 30:
2012	$	84,000
2013		21,000
2014		10,000
2015		2,000
Total minimum lease payments		117,000
Less:
Taxes		2,000
Imputed interest		10,000
Present value of future minimum lease payments	$	105,000

Litigation

The Company is party to various litigation matters that management considers routine and incidental to the Company’s business. As of June 30, 2011 and October 31, 2009, the Company had accrued no material amounts related to these matters.

In November 2010, the Company agreed to settle a lawsuit for $350,000 that alleged it breached certain clauses of an asset purchase agreement entered in 2006. The full amount of the settlement was accrued as of June 30, 2010 and is included as a component of accrued professional fees.

F-28

Guarantees

In the normal course of business, the Company indemnifies third parties and enters into commitments and guarantees (“Agreements”) under which it may be required to make payments. These Agreements include indemnities to the following parties: lenders in connection with the Term Loan; lessors in connection with facility leases; customers in relation to the performance of services; vendors in connection with guarantees of expenses incurred by employees in the normal course of business; former employees in connection with their prior services as a director or officer of the Company or its subsidiary companies; vendors or principals in connection with performance under asset or share purchase and sale agreements and performance under credit facilities and other agreements of the Company’s subsidiaries. The duration of these Agreements varies, and in certain cases, is indefinite. Furthermore, the majority of these Agreements do not limit the Company’s maximum potential payment exposure. In addition, the Company is party to a guarantee with its largest vendor, Autodesk, Inc., in relation to all of the Company’s subsidiaries’ obligations to Autodesk. The Company has recorded no accrued liability related to these Agreements, based on its historical experience and information known as of June 30, 2011.

14. Employee Benefit and Incentive Compensation Plans

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is a defined contribution plan, which covers substantially all employees of the Company, or its wholly-owned subsidiaries, who have completed three months of service. Participants may elect a pre-tax payroll deduction up to $16,500 (if under age 50), or $22,000 (if age 50 or older by December 31^st of any calendar year). As amended, the 401(k) Plan provides that the Company will match 100% of the participant salary deferrals up to 3% of a participant’s compensation and 50% of the next 2% of a participant’s compensation, or a total possible maximum matching contribution of 4% of a participant’s compensation, for all participants. The Company may also make discretionary profit-sharing contributions to the 401(k) Plan for all participants who are employed on the last day of the plan year but has not done so for the plan years ended December 31, 2010. The total amount recorded by the Company as expense during the years ended June 30, 2011 and October 31, 2009 and the eight months ended June 30, 2010 was approximately $586,000, $163,000 and $132,000, respectively.

15. Significant Supplier

For the years ended June 31, 2011 and 2010, no single customer or account receivable balance accounted for greater than 10% of the Company’s total revenue. Approximately 97% of the Company’s inventory purchases for the years ended June 30, 2011 and 2010 were from one vendor, and approximately 95% of accounts payable at June 30, 2011 and 2010 were due to this vendor. Approximately 95% of the Company’s total product revenues are related to this supplier’s products. The Company is a party to a Value Added Reseller Agreement with Autodesk effective February 1, 2010. The agreement has a term of three years and designates the Company as an authorized reseller of Autodesk software and prescribes the authorized sales territories, authorized products and services, rebate and incentive program details and marketing support.

16. Discontinued Operations

On September 11, 2009, the Company completed the sale of its 80% ownership interest in Rand Singapore to an individual for cash consideration of one Singapore dollar. The operating results through September 11, 2009 and the related gain on the sale of Rand Singapore have been presented as discontinued operations in the consolidated statements of operations.

On August 6, 2009, the Company’s Belgium subsidiary, Axis S.A. (“Belgium”), filed for bankruptcy protection and was closed. The operating results through the closure date and the loss on disposition of the entity have been presented as discontinued operations in the consolidated statements of operations.

On July 1, 2009, the Company sold its 60% ownership interest in Sigmetrix to Cybernet for cash consideration of $122,000 and repayment of intercompany accounts payable of $3.1 million. The cash consideration of $122,000

F-29

to be received was subject to possible adjustment for qualified claims made by Cybernet through December 31, 2010 against indemnification guarantees made by the Company in the transaction. The operating results through July 1, 2009 and the related gain on sale of Sigmetrix have been presented as discontinued operations in the consolidated statements of operations.

For the year ended October 31, 2009, revenue, loss before taxes, and the gain on dispositions, net of tax, of the dispositions, which have been presented as discontinued operations in the consolidated statement of operations were $2,330,000, $860,000 and $2,914,000, respectively. There were no discontinued operations for the year ended June 30, 2011 or for the eight months ended June 30, 2010.

17. Liquidity and Capital Resources

The Company currently has debt of $105,000 related to a capital lease at June 30, 2011. In addition, the Company had a working capital surplus of approximately $518,000.

18. Segment Information

The Company’s continuing operations include business in North America, Singapore/Malaysia and Australia. Revenue for any particular geographic region is determined by sales made by the Company to the customers in that particular region. The Company’s chief operating decision maker, the Chief Executive Officer, evaluates business results based primarily on these geographic regions. The following table illustrates certain financial information about these geographies in the corresponding fiscal periods:

	Year Ended June 30, 2011
	North America		Singapore/Malaysia		Australia		Total
Revenue-
Product sales	$	44,667,000	$	2,948,000	$	2,063,000	$	49,678,000
Service revenue		19,221,000		552,000		905,000		20,678,000
Commission revenue		18,030,000		253,000		553,000		18,836,000
Total revenue		81,918,000		3,753,000		3,521,000		89,192,000
Cost of revenue-
Cost of product sales		29,574,000		2,316,000		1,471,000		33,361,000
Cost of service revenue		13,287,000		422,000		443,000		14,152,000
Total cost of revenue		42,861,000		2,738,000		1,914,000		47,513,000
Gross margin		39,057,000		1,015,000		1,607,000		41,679,000
Total operating expenses		36,579,000		806,000		1,414,000		38,799,000
Income from operations	$	2,478,000	$	209,000	$	193,000	$	2,880,000

	Year Ended October 31, 2009
	North America			Singapore/Malaysia		Australia			Total
Revenue-
Product sales	$	21,706,000		$	2,519,000	$	1,297,000		$	25,522,000
Service revenue		15,488,000			157,000		591,000			16,236,000
Commission revenue		10,951,000			76,000		478,000			11,505,000
Total revenue		48,145,000			2,752,000		2,366,000			53,263,000
Cost of revenue-
Cost of product sales		14,395,000			1,837,000		967,000			17,199,000
Cost of service revenue		13,114,000			193,000		495,000			13,802,000
Total cost of revenue		27,509,000			2,030,000		1,462,000			31,001,000
Gross margin		20,636,000			722,000		904,000			22,262,000
Total operating expenses		24,412,000			625,000		978,000			26,015,000
Income (loss) from operations	$	(3,776,000	)	$	97,000	$	(74,000	)	$	(3,753,000	)

F-30

	Eight Months Ended June 30, 2010
	North America			Singapore/Malaysia			Australia		Total
Revenue-
Product sales	$	14,473,000		$	1,434,000		$	962,000	$	16,869,000
Service revenue		9,505,000			129,000			421,000		10,055,000
Commission revenue		5,372,000			104,000			310,000		5,786,000
Total revenue		29,350,000			1,667,000			1,693,000		32,710,000
Cost of revenue-
Cost of product sales		9,436,000			1,131,000			632,000		11,199,000
Cost of service revenue		7,210,000			134,000			248,000		7,592,000
Total cost of revenue		16,646,000			1,265,000			880,000		18,791,000
Gross margin		12,704,000			402,000			813,000		13,919,000
Total operating expenses		15,886,000			413,000			628,000		16,927,000
Income (loss) from operations	$	(3,182,000	)	$	(11,000	)	$	185,000	$	(3,008,000	)

	June 30, 2011		June 30, 2010		October 31, 2009
Long lived assets
North America	$	1,643,000	$	1,713,000	$	1,234,000
Singapore/Malaysia		26,000		36,000		42,000
Australia		86,000		74,000		88,000
Total	$	1,755,000	$	1,823,000	$	1,364,000

19. Related Party Term Notes

On October 31, 2007, Rand Worldwide entered into a term loan agreement (the “Term Notes”) with Ampersand Capital Partners (“Ampersand”), which owned 100% of the outstanding preferred stock and 89% of the outstanding common stock of Rand Worldwide as of October 31, 2009. The Term Notes consisted of two promissory notes: one for $10.0 million bearing interest of 10% or 12% per year based upon the timing of repayments, and another for $3.5 million bearing interest of 10% or 14% per year based upon the timing of repayments. Per the original terms of the promissory notes, all principal and interest were to be fully repaid by November 1, 2012, with scheduled principal and interest payments beginning in December 2007. As of June 30, 2010, these notes had an outstanding balance of $12,637,000.

As a result of a recapitalization prior to the merger, Rand Worldwide’s Term Notes are no longer outstanding and the Company has no remaining financial obligations relative to its Term Notes or the related formerly-accruing interest. The Term Notes were subsequently transferred into equity and the net effects of the forgiveness of these Notes of $115,000 are disclosed within the Consolidated Statements of Cash Flows.

F-31

EXHIBIT INDEX

Exhibit	Description
2.1	Agreement and Plan Merger dated as of August 17, 2010 by and among Avatech Solutions, Inc., ASRW Acquisition Sub, Inc., RAND Worldwide, Inc. and RWWI Holdings LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
3.1(i)	Restated Certificate of Incorporation of Spatial Technology, Inc. (incorporated by reference to Exhibit 3(i).1 to the Registration Statement on Form SB-2 filed by Spatial Technology, Inc. on November 21, 2000, File No. 333-50426)
3.1(ii)	Certificate of Amendment to the Restated Certificate of Incorporation of Spatial Technology, Inc., changing Spatial Technology, Inc.’s name to PlanetCad, Inc. (incorporated by reference to Exhibit 3(i).2 to the Registration Statement on Form SB-2 filed by PlanetCad, Inc. on November 21, 2000, File No. 333-50426)
3.1(iii)	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form 8-A filed by PlanetCad, Inc. on March 11, 2002, File No. 001-31265)
3.1(iv)	Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by PlanetCad, Inc. on May 28, 2002)
3.1(v)	Certificate of Amendment of Restated Certificate of Incorporation of PlanetCad, Inc. (incorporated by reference to Annex G of the Pre-Effective Amendment No. 2 on Form S-4/A filed by PlanetCad, Inc. on September 13, 2002, File No. 333-89386)
3.1(vi)	Certificate of Amendment of Certificate of Incorporation, changing PlanetCad, Inc.’s name to Avatech Solutions, Inc. (incorporated by reference to Annex G of the Pre-Effective Amendment No. 2 on Form S-4/A filed by PlanetCad, Inc. on September 13, 2002, File No. 333-89386)
3.1(vii)	Certificate of Designations—Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.6A of the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on April 11, 2003, File No. 333-104035)
3.1(viii)	Certificate of Amendment to Certificate of Designations—Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.8 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004)
3.1(ix)	Certificate of Designations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.9 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004)
3.1(x)	Certificate of Elimination of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.10 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004
3.1(xi)	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.12 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004)
3.1(xii)	Certificate of Elimination of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.11 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004)
3.1(xiii)	Certificate of Amendment to the Restated Certificate of Incorporation of Avatech Solutions, Inc. (incorporated by reference to Exhibit 3.13 of the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on July 19, 2004, File No. 333-114230)

3.1(xiv)	Certificate of Designations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on May 9, 2005)
3.1(xv)	Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series F 10% Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on June 19, 2006)
3.1(xvi)	Certificate of Amendment of Restated Certificate of Incorporation of Avatech Solutions, Inc., changing Avatech’s name to Rand Worldwide, Inc. (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q filed by Rand Worldwide, Inc. on May 16, 2011)
3.2	Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Registration Statement on Form SB-2 filed by Spatial Technology, Inc. on November 21, 2000, File No. 333-50426)
4.1	Form of Amended and Restated Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
4.2	Registration Rights Agreement between Avatech Solutions, Inc. and RWWI Holdings LLC, dated August 17, 2010 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Avatech Solutions, Inc. filed on August 17, 2010)
9.1	Stockholders’ Agreement by and among Avatech Solutions, Inc., RWWI Holdings LLC and certain holders of common stock dated as of August 17, 2010 (incorporated by reference to Exhibit 9.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
10.1	Lease between Merritt-DM1, LLC and Avatech Solutions, Inc. effective June 1, 2004 (incorporated by reference to Exhibit 10.7 to the Pre-Effective Amendment No. 1 on Form S-1/A filed by Avatech Solutions, Inc. on July 19, 2004, File No. 333-114230)
10.2	Form of Preferred Stock Purchase Agreement for Series D Convertible Preferred Stock (incorporated by reference to Exhibit 10.13 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on February 13, 2004)
10.3	Form of Preferred Stock Purchase Agreement for Series E Convertible Preferred Stock (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K filed by Avatech Solutions, Inc. on September 28, 2010)
10.4	Avatech Solutions, Inc. 2002 Stock Option Plan (incorporated by reference to Annex F of the Registration Statement on Form S-4 filed by Avatech Solutions, Inc. on May 30, 2002, File No. 333-89386)
10.5	Form of First Amendment to Stock Option (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
10.6	Avatech Solutions, Inc. Restricted Stock Award Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Avatech Solutions, Inc. on February 10, 2006, File No. 333-131721)
10.7	Form of Restricted Stock Award (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on January 12, 2009)
10.8	Avatech Solutions, Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-8 filed by Avatech Solutions, Inc. on December 4, 2007 File No. 333-147823)
10.9	Employment Agreement between Avatech Solutions, Inc. and George Davis dated 28, 2010 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on June 29, 2010)

10.10	Employment Agreement between Marc L. Dulude and Rand Worldwide, Inc. dated March 30, 2011 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on April 4, 2011)
10.11	Amended and Restated Employment Agreement between Avatech Solutions, Inc. and Lawrence Rychlak dated August 17, 2010 (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
10.12	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
10.13	Revolving Loan Promissory Note issued by Avatech Solutions Subsidiary, Inc. and Avatech Solutions Subsidiary, Inc. to Mercantile Safe-Deposit & Trust Co. dated January 27, 2006 (incorporated by reference to Exhibit 10.50 of the Registration Statement on Form S-1 filed by Avatech Solutions, Inc. on February 10, 2006, File No 333-131720)
10.14	Loan and Security Agreement among Avatech Solutions Subsidiary, Inc., Avatech Solutions Subsidiary, Inc. and Mercantile Safe-Deposit & Trust Co., dated January 27, 2006 (incorporated by reference to Exhibit 10.51 of the Registration Statement on Form S-1 filed by Avatech Solutions, Inc. on February 10, 2006, File No 333-131720)
10.15	Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc. and Mercantile Safe-Deposit & Trust Co. dated May 30, 2006 (incorporated by reference to Exhibit 10.57 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on June 8, 2006)
10.16	Second Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and Mercantile Bank & Trust Co., dated December 31, 2006 (incorporated by reference to Exhibit 10.16 of the Quarterly Report on Form 10-Q filed by Avatech Solutions, Inc. on November 14, 2007)
10.17	Third Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on January 30, 2009)
10.18	Fourth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 23, 2009 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on December 30, 2009)
10.19	Fifth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated August 17, 2010 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on August 17, 2010)
10.20	Sixth Modification Agreement among Avatech Solutions, Inc., Avatech Solutions Subsidiary, Inc and PNC Bank, National Association, dated December 16, 2010 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Avatech Solutions, Inc. on December 20, 2010)
10.21	Revolving Credit and Security Agreement dated as of August 14, 2009 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan, Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.25 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010)
10.22	First Amendment to Revolving Credit and Security Agreement dated as of January 22, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan, Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.26 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010)
10.23	Second Amendment to Revolving Credit and Security Agreement dated as of July 23, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan, Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.27 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010)

10.24	Third Amendment to Revolving Credit and Security Agreement dated as of July 23, 2010 by and among PNC Bank, National Association and Rand Worldwide US Holdings, Inc., Rand A Technology Corporation, Rand Technologies of Michigan, Inc. and Rand IMAGINiT Technologies, Inc. (incorporated by reference to Exhibit 10.28 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010)
10.25	Fourth Amendment to Revolving Credit and Security Agreement dated as of December 31, 2010 by and among PNC Bank, National Association, Rand A Technology Corporation and Rand Worldwide Subsidiary, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Rand Worldwide, Inc. on January 5, 2011)
10.26	Autodesk Authorized Value Added Reseller Agreement between Rand IMAGINiT Technologies, Inc. and Autodesk, Inc, dated February 1, 2010 (incorporated by reference to Exhibit 10.24 of the Transition Report on Form 10-KT filed by Avatech Solutions, Inc. on November 15, 2010)
10.27	Omnibus Waiver and Termination Agreement among Avatech Solutions, Inc., Pacific Asset Partners and Sigma Opportunity Fund, LLC, dated August 17, 2010 (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K of Avatech Solutions, Inc. filed on September 28, 2010)
10.28	Omnibus Waiver and Termination Agreement among Avatech Solutions, Inc., Sigma Opportunity Fund, LLC, Garnett Y. Clark, Jr., Robert Post and George Davis, dated August 17, 2010 (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K of Avatech Solutions, Inc. filed on September 28, 2010)
10.29	Employment Agreement between Robert F. Heeg and Rand Worldwide, Inc. dated May 16, 2008 (filed herewith)
21.1	Subsidiaries of Avatech Solutions, Inc. (filed herewith)
23.1	Consent of Stegman & Company (filed herewith)
23.2	Consent of PricewaterhouseCoopers LLP (filed herewith)
31.1	Rule 15d-14(a) Certifications by Chief Executive Officer (filed herewith)
31.2	Rule 15d-14(a) Certifications by Chief Financial Officer (filed herewith)
32.1	Section 1350 Certifications (furnished herewith)

EX-10.29

Exhibit 10.29

May 7, 2008

Robert F. Heeg, Executive Vice President

RAND IMAGINiT Technologies

Dear Bob:

We are pleased to outline the terms and conditions of your compensation for fiscal year 2008, which began November 1, 2007 and ends on October 31, 2008. The terms and conditions provided in this letter will be incorporated by reference into your Employment Agreement. Unless otherwise specified here, all other terms and conditions of your Employment Agreement remain the same.

Base Salary

Your annualized base salary will be $220,000 USD.

Automobile Allowance

In addition to your base pay, you will receive an automobile allowance in the amount of $1,000 USD per month. Please note that this amount is taxable income to you and will be reported on your W-2 at the end of the tax year.

Variable Compensation

Your total bonus target for the compensation period is $87,500 USD (equivalent to $105,000 USD on an annualized basis), plus an additional component for successfully closing an M&A transaction. Your variable compensation will be made up of three components:

Objective Component = $62,500

The Objective Component of your bonus will be based on the IMAGINiT Worldwide division EBITDA as reflected in the 2008 business plan. This portion of your bonus will be calculated as follows:

FY2008 DIVISION EBITDA TARGET = $9,434,000

FY2008 Percentage Percentage Bonus Payment*

EBITDA Achievement Achievement Bonus Payable for Compensation Period

0 - $7,547,200 0%-80% 0% $0

$7,547,200 - $9,434,000 80% - 100% 50%-100% $31,250- $62,500*

$9,434,000 or greater > 100% > 100% $62,500 or greater*

This means that, at 80% achievement of your EBITDA target, 50% of your objective bonus is payable. Beyond 80% EBITDA achievement, an additional amount up to the remaining 50% of your bonus is payable on a sliding scale according to the percentage of actual achievement. For example, at 90% of EBITDA achievement, you have reached 50% of the goal beyond the 80% mark. So, 50% of the additional bonus amount — or $15,625 — is due and payable to you. Similarly, if the company exceeds 100% of its EBITDA target, your bonus will be higher than the amount planned at 100% achievement, and the additional amount will be calculated using the same slope as that between the 80%-100% achievement levels.

page 1 of 2

Robert F. Heeg, Executive Vice President

IMAGINiT Technologies

page two

Subjective Component = $25,000

The Subjective Component of your bonus will be based on the successful completion of the action items included in your 2008 Top Ten List for IMAGINiT Worldwide. Since the items are prioritized, the first five items on your Top Ten List carry more weight than the remaining five. As a result, your subjective bonus will be paid out as follows:

Part 1 — IMAGINIT North America

Dollar amount for achievement of each of Items 1 through 5: $2,500*

Dollar amount for achievement of each of Items 6 through 10: $1,500*

Dollar Amount for full achievement of your Top Ten: $20,000* USD

Part 2 — IMAGINIT Asia/Pacific

Dollar amount for achievement of each of Items 1 through 5: $750*

Dollar amount for achievement of each of Items 6 through 10: $250*

Dollar Amount for full achievement of your Top Ten: $5,000* USD

* Because your bonus payment for 2007 included payment for the first two months of fiscal year 2008, the Variable Compensation Period has been defined as January 1 — October 31, 2008, and bonuses payable to you for the Compensation Period have been calculated at 10/12ths of the annual payment amount. Division EBITDA results are shown for the entire fiscal year.

Acquisition Component — dependent on acquisitions

You will receive a bonus for the successful completion of IMAGINiT acquisitions approved by the Board of Directors.

Dollar amount for each successful acquisition: $5,000 USD

Special Compensation Opportunity for FY2008

The EBITDA target for RAND Worldwide is $5,467,000. In FY2008 only, 50% of any amount achieved above this target will be divided among the five members of the Executive Team. Your portion of this EBITDA bonus will be 30% of the total available to the Executive Team.

This additional compensation opportunity will be in place for this fiscal year only and will not be repeated in subsequent years.

Yours sincerely,

Marc Dulude

President & Chief Executive Officer

Acknowledgement and Agreement

The undersigned hereby acknowledges and accepts this offer:

Robert F. Heeg Date

page 2 of 2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of March 31, 2008 (the “Effective Date”) between RAND IMAGINiT Technologies, Inc., an Ohio corporation with its principal executive offices at 8001 Sweet Valley Drive, Valley View, OH 44125 (the “Company”), and Robert Heeg of 10022 Jamestown Drive, North Royalton, OH 44133 (“Executive”).

WHEREAS, Executive and the Company have previously entered into an employment agreement dated as of January 1, 2007 (the “Original Agreement”), and each of Executive and the Company agrees that, on account of the grant of options and other valuable consideration provided for herein, that this Agreement shall supersede and replace the Original Agreement, and the Original Agreement shall be of no further force or effect; and

WHEREAS, the Company desires to continue to employ and retain Executive in a senior executive capacity and to enter into an agreement embodying the terms of such employment; and

WHEREAS, Executive desires to accept such continued employment and enter into such an agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Executive (the “Parties”), the Parties hereby agree as follows:

1. Term of Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts such continued employment with the Company, on an at-will basis and upon the terms and subject to the conditions set forth in this Agreement, for a period commencing on the Effective Date and continuing until terminated in accordance with the provisions of Section 5 (the “Employment Term”).

2. Title; Duties. During the Employment Term, Executive shall serve as Executive Vice President, IMAGINiT-Worldwide Operations of the Company reporting to the Company’s Chief Executive Officer (the “CEO”). Executive hereby agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the CEO shall from time to time reasonably assign to Executive. Executive further agrees to devote Executive’s working time and attention on a full time basis to such duties during the Employment Term.

3. No Conflicting Commitments. During the Employment Term, Executive shall devote substantially all of Executive’s business time and efforts to the performance of Executive’s duties hereunder. Executive will not enter into any consulting agreement which, in the opinion of the CEO, conflicts with the Company’s interests or which might impair the performance of Executive’s duties as an employee of the Company consistent with the terms herein.

4. Compensation and Benefits.

4.1 Base Salary and Bonus. During the Employment Term, the Company shall pay Executive for Executive’s services hereunder a base salary at the initial annual rate of

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$220,000, payable in regular installments in accordance with the Company’s usual payment practices and subject to annual review and adjustment by the Board. Such amount (as it may be adjusted from time to time in accordance with this Section 4.1) shall be referred to herein as the “Base Salary.” Executive shall also be eligible to receive a discretionary annual cash bonus based on a target amount (either as a percentage or a fixed dollar amount) established and evaluated by the Board of Directors (the “Board”) of the Company’s parent’s parent, Typhoon Acquisition Corp. (“TAC”) and based on Company, TAC and individual performance. Executive shall also be eligible to participate in any and all other bonus plans and packages that are made available to the Company’s executives, on a basis consistent with Executive’s position and then-current Base Salary and in accordance with the policies and practices of the Company and the Board.

4.2. Executive Benefits. During the Employment Term and subject to any contributions therefor generally required of senior executives of the Company, Executive shall be entitled to receive such employee benefits (including fringe benefits, retirement plan participation, and life, health, dental, accident and short and long term disability insurance and a car allowance of $1,000/month) which the Company may, in its sole and absolute discretion, make available generally to its senior executives or personnel similarly situated; provided, however, that it is hereby acknowledged and agreed that any such employee benefit plans may be altered, modified or terminated by the Company at any time in its sole discretion without recourse by Executive.

4.3. Paid Time Off. Executive shall be entitled to five weeks (25 working days) of paid time off (“PTO”) per annum during the Employment Term, to be taken at such time or times as shall be mutually convenient for the Company and Executive and in accordance with Company policies and practices. Unused PTO shall be allocated pursuant to the Company’s existing policies and practices, including but not limited to no more than one week of unused PTO may be carried forward from one year to the next.

4.4. Business Expenses and Perquisites. Upon delivery of adequate documentation of expenses incurred in accordance with the policies and practices of the Company, Executive shall be entitled to reimbursement by the Company during the Employment Term for reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with such policies as the Company may from time to time have in effect.

4.5. Stock Option Grant. As further compensation for Executive’s services hereunder and as consideration for this Agreement, the Company shall grant to Executive, on the Effective Date, a stock option (the “Execution Stock Option”) to purchase 100,000 shares of the TAC’s Common Stock, $0.01 par value per share (the “Common Stock”), pursuant to TAC’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”) and in accordance with the terms, and subject to a vesting schedule pursuant to which twenty-five percent of the shares shall vest annually commencing on the first anniversary of the Effective Date, and other conditions, set forth in the form of Option Certificate (attached hereto as Exhibit A). Subject to the discretion of the Board, the Company may grant to Executive from time to time other stock options to purchase additional shares of Common Stock, also pursuant to the Plan and such other terms and conditions set forth at the time of such grant (the Execution Stock Option and such other stock options, collectively, the “Stock Options”). The exercise price of each of the Stock Options is the fair market value of the TAC Common Stock as of the date of the grant of each such Option, as

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determined by the Board.

4.6. Taxes. All of Executive’s compensation, including, but not limited to the Base Salary, shall be subject to withholding for all federal, state, provincial and local employment-related taxes, including income, social security, and similar taxes.

5. Termination.

5.1. Without Cause by the Company. The Company may terminate Executive’s employment hereunder at any time without Cause (as defined in Section 5.2) to be effective immediately upon delivery of notice thereof. The effective date of Executive’ s termination shall be referred to herein as the “Termination Date.” If Executive’s employment is terminated by the Company pursuant to this Section 5.1, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, the cash value of any accrued but unused PTO as of the Termination Date, plus the following amounts and consideration, subject to standard payroll scheduling, deductions and withholdings (the “Severance Package”), provided Executive satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”): (i) the Base Salary through the end of the twelve (12) month period commencing on the Termination Date (such period, the “Severance Payment Period”); and (ii) the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.2 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the Severance Payment Period commencing on the Termination Date. The payment to Executive of any benefits or consideration other than the foregoing following the termination of Executive’s employment pursuant to this Section 5.1 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws. The parties agree that the Executive shall not be eligible for the Severance Package unless and until 28 days (including a 7 day revocation period) after Executive has first satisfied and continues to satisfy the Severance Conditions, as follows: (a) full compliance with the Employee Confidentiality, Assignment of Inventions, Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (the “NDA”); (b) compliance with Executive’s obligations under this Agreement; and (c) execution of a waiver and release of claims in favor of TAC and the Company related to Executive’s employment with the Company substantially in the form set forth in Exhibit C attached hereto.

5.2. For Cause by the Company. Notwithstanding any other provision of this Agreement, Executive’s employment hereunder may be terminated by the Company at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s arbitrary, unreasonable, or willful failure to follow the reasonable instructions of the Board or otherwise perform Executive’s duties hereunder (other than as a result of a Disability (as defined in Section 5.3)) for five (5) days after a written demand for performance is delivered to Executive on behalf of the Company which demand specifically identifies the manner in which the Company alleges that Executive has not substantially followed such instructions or otherwise performed Executive’s duties; (ii) Executive’s gross negligence or willful misconduct in the performance of Executive’s duties under this Agreement; (iii) other behavior that is materially injurious to the Company (whether from a monetary perspective or otherwise), including without limitation, substance abuse; (iv) Executive’s willful commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to the Company or its stockholders or other material dishonesty with respect to

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the Company; (v) Executive’s conviction of, or the filing of a plea of nolo contendere or its equivalent with respect to, a felony or any other crime involving dishonesty or moral turpitude; or (vi) Executive’s material breach of Executive’s obligations under this Agreement or under the NDA. If Executive’s employment is terminated by the Company for Cause, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. The payment to Executive of any other benefits following the termination of Executive’s employment pursuant to this Section 5.2 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws.

5.3. Disability and Death. Subject to the requirements of the Americans with Disabilities Act and any other applicable laws, Executive’s employment hereunder may be terminated by the Company at any time in the event of the Disability of Executive. For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform substantially Executive’s duties hereunder due to physical or mental disablement which continues for a period of four (4) consecutive months during the Employment Term, as determined by an independent qualified physician mutually acceptable to the Company and Executive (or Executive’s personal representative). If Executive’s employment is terminated by the Company for Disability or death, the Company shall pay Executive (or Executive’s estate or legal representative) all amounts owed to Executive for work performed prior to the Termination Date, the cash value of any accrued but unused PTO, as of the Termination Date, plus the Severance Package, except that the Base Salary paid as a part of the Severance Package shall be reduced by the amount of Base Salary, salary continuation (short-term disability), and cash disability benefits (long-term disability) paid to Executive for the corresponding period under the Company’s employee benefit plans as then in effect. The payment to Executive of any benefits other than as described in the immediately preceding sentence following the termination of Executive’s employment pursuant to this Section 5.3 shall be determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws.

5.4. Termination by Executive. Executive’s employment hereunder may be terminated by Executive at any time upon not less than thirty (30) days prior written notice from Executive to the Company. Executive agrees that such notice period is reasonable and necessary in light of the duties assumed by Executive pursuant to this Agreement and fair in light of the consideration Executive is receiving pursuant to this Agreement. If Executive terminates Executive’s employment with the Company pursuant to this Section 5.4, the Company shall pay Executive only all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO as of the Termination Date.

5.5. Notice of Termination. Any termination of employment by the Company or by Executive shall be communicated by written Notice of Termination to the other Party in accordance with Section 9 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.6. Survival. The provisions of Section 5 shall survive the termination of this Agreement.

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6. Confidentiality Agreement. In connection with this Agreement, Executive has executed the NDA which is incorporated herein by reference and made a part of this Agreement.

7. Return of Company Property. Executive agrees that upon termination of Executive’s employment hereunder, Executive shall return immediately to the Company any proprietary materials, any materials containing Confidential Information (as defined in the NDA) and any other Company or TAC property then in Executive’s possession or under Executive’s control, including, without limitation all notes, drawings, lists, memoranda, magnetic disks or tapes, or other recording media containing such Confidential Information, whether alone or together with non-confidential information, all documents, reports, files, memoranda, records, software, credit cards, door and file keys, telephones, PDAs, computers, computer access codes, disks and instructional manuals, or any other physical property that Executive received, prepared, or helped prepare in connection with Executive’s employment under this Agreement. Upon termination, Executive shall not retain any copies, duplicates, reproductions, or excerpts of Confidential Information, nor shall Executive show or give any of the above to any third party. Executive further agrees that Executive shall not retain or use for Executive’s account at any time any trade name, trademark, service mark, logo or other proprietary business designation used or owned in connection with the business of the Company.

8. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or the NDA would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to seek, and Executive will not oppose or object to the granting of, equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available.

9. Notices. Any notice hereunder by either Party to the other shall be given in writing by personal delivery, facsimile, overnight courier or certified mail, return receipt requested, addressed, if to the Company, to the attention of the Board with a copy to the General Counsel of TAC at the Company’s executive offices or to such other address as the Company may designate in writing at any time or from time to time to Executive, and if to Executive, to Executive’s most recent address on file with the Company. Notice shall be deemed given, if by personal delivery or by overnight courier, on the date of such delivery or, if by facsimile, on the business day following receipt of delivery confirmation or, if by certified mail, on the date shown on the applicable return receipt.

10. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, provided however that the Company may assign this Agreement without Executive’s consent in the event of a change of control.

11. Entire Agreement. The NDA and this Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and there have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. To the extent there is any conflict between this Agreement and the NDA, this Agreement shall prevail. As of the Effective Date, this Agreement shall supersede and replace in its entirety the Original Agreement, and the Original Agreement shall be of no further force or effect.

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12. Expenses. The Parties shall each pay their own respective expenses incident to the enforcement or interpretation of, or dispute resolution with respect to, this Agreement, including all fees and expenses of their counsel for all activities of such counsel undertaken pursuant to this Agreement.

13. Governing Law. In light of the domicile of TAC and the issuance of the Stock Options for TAC Common Stock, this Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of Delaware.

14. Submission to Jurisdiction; Waiver. Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof or thereof brought by another party hereto or its successors or assigns may be brought and determined in the courts of the State of Delaware (or, if appropriate, a federal court located within Delaware), and each party hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

15. Waiver Of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

16. Waivers and Further Agreements. Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof; provided, however, that no such written waiver, unless it, by its own terms, explicitly provides to the contrary, shall be construed to effect a

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continuing waiver of the provision being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the Party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. Each of the Parties agrees to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement.

17. Amendments. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected except by an instrument in writing executed by both Parties.

18. Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

21. Legal Advice. In executing this Agreement, Executive acknowledges that the Company has notified Executive of Executive’s right to review this Agreement with counsel, and Executive has received, if Executive so chose, legal advice concerning this Agreement.

IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement as of the Effective Date.

EXECUTIVE

RAND IMAGINiT TECHNOLOGIES, INC.

By:

Robert Heeg

By:

Name: Marc Dulude

Title: CEO

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Exhibit A

OPTION CERTIFICATE

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Exhibit B

EMPLOYEE CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

In consideration of my continued employment by Rand IMAG1NiT Technologies, Inc., an Ohio corporation, or any of its predecessors, successors, subsidiaries or affiliates, including without limitation Typhoon Acquisition Corp. (“TAC”), TAC’s subsidiaries and affiliates (collectively, the “Company”), and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I agree as follows:

Confidentiality

I understand that the Company continually obtains and develops valuable proprietary and confidential information concerning its business, business relationships and financial affairs (the “Confidential Information”) which may become known to me in connection with my employment.

I acknowledge that all Confidential Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the Company or the third party providing such Confidential Information to myself or the Company. By way of illustration, but not limitation, Confidential Information may include Inventions (as defined below), trade secrets, technical information, know-how, research and development activities of the Company, product, service and marketing plans, business plans, budgets and unpublished financial statements, licenses, prices and costs, customer and supplier information and information disclosed to the Company or to me by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitation, patent applications, computer programs in object and/or source code, flow charts and other program documentation, manuals, plans, drawings, designs, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company.

I agree that I shall not, during the term of my employment and thereafter, publish, disclose or otherwise make available to any third party, other than employees of the Company, any Confidential Information except as expressly authorized in writing by the Company. I agree that I shall use such Confidential Information only in the performance of my duties for the Company and in accordance with any Company policies with respect to the protection of Confidential Information.

I agree to exercise all reasonable precautions to protect the integrity and confidentiality of Confidential Information in my possession and not to remove any materials containing Confidential Information from the Company’s premises except to the extent necessary to my employment. Upon the termination of my employment, or at any time upon the Company’s request, Ishall return immediately to the Company any and all materials containing any Confidential Information then in my possession or under my control.

Confidential Information shall not include information which (a) is or becomes generally known within the Company’s industry through no fault of mine; (b) was known to me at the time it

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was disclosed as evidenced by my written records at the time of disclosure; (c) is lawfully and in good faith made available to me by a third party who did not derive it from the Company and who imposes no obligation of confidence on me; or (d) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the Company.

Assignment of Inventions

I agree promptly to disclose to the Company any and all ideas, concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, know-how that are conceived, devised, invented, developed or reduced to practice or tangible medium by me, under my direction or jointly with others during any period that I am employed or engaged by the Company, whether or not during normal working hours or on the premises of the Company, which relate, directly or indirectly to the Business of the Company and arise out of my employment with the Company (hereinafter “Inventions”). “Business” shall mean the business (including activities planned and budgeted but not yet implemented) of the Company at any time during my employment; the Business of the Company shall initially be the sale of design software and related services, as such business may evolve from time to time following the date hereof.

I hereby irrevocably assign to the Company all of my right, title and interest to the Inventions and any and all related patent rights, copyrights and applications and registrations thereof. During and after my employment, I shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions and I shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Inventions. I hereby appoint the Company my attorney to execute and deliver any such documents on my behalf in the event I should fail or refuse to do so within a reasonable period following the Company’s request. I understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which limits the assignability to the Company of certain employee inventions, this Agreement shall be interpreted not to apply to any such invention which a court rules or the Company agrees is subject to such state limitation.

I acknowledge that all original works of authorship made by me within the scope of my employment which are protectible by copyright are intended to be “works made for hire”, as that term is defined in Section 101 of the United States Copyright Act of 1976 (the “Act”), and shall be the property of the Company and the Company shall be the sole author within the meaning of the Act. If the copyright to any such copyrightable work shall not be the property of the Company by operation of law, I will, without further consideration, irrevocably assign to the Company all of my right, title and interest in such copyrightable work and will cooperate with the Company and its designees, at the Company’s expense, to secure, maintain and defend for the Company’s benefit copyrights and any extensions and renewals thereof on any and all such work. I hereby waive all claims to moral rights in any such copyrightable works.

I further represent that the attached Schedule A contains a complete list of all inventions made, conceived or first reduced to practice by me, under my direction or jointly with others prior to my employment with the Company (“Prior Inventions”) and which are not assigned to the

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Company hereunder. If there is no such Schedule A attached hereto or no inventions listed therein, I represent that there are no such Prior Inventions.

I acknowledge and agree that the assignments above and other rights granted to the Company herein are irrevocable and that my sole remedy in the event of any claim for breach of this or any other Agreement by the Company shall be an action for money damages. In no event shall I have any right to revoke or rescind the assignments set forth above and I hereby covenant and agree not to challenge, directly or indirectly, the Company’s sole and exclusive ownership of the Inventions and copyrightable works assigned to Company hereunder.

Non-Competition

I hereby agree to undertake certain non-competition obligations in consideration for my employment by the Company going forward. I agree that while I am employed by the Company and for a period ending 12 months after any termination or cessation of such employment (the “Non-Interference Period”), I shall not, without the Company’s prior written consent, directly or indirectly, as a principal, employee, consultant, partner, or stockholder of, or in any other capacity with, any business enterprise (other than in my capacity as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company or as a holder of not more than 5% of the combined voting power of the outstanding stock or equity interests of a privately held entity and its affiliates) anywhere in the world where the Company conducts its Business (a) engage in any activity that competes, directly or indirectly with the Business of the Company, (b) conduct a business of the type or character engaged in or, to my knowledge, planned and budgeted to be engaged in by the Company at the time of termination or cessation of my employment or (c) develop products or services competitive with those offered or, to my knowledge, planned and budgeted to be offered by the Company.

General non-solicitation

I agree that while I am employed by the Company and during the Non-Interference Period, I shall not solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers or accounts, of the Company which were contacted, solicited or served by me or others at the Company while I was employed by the Company.

Non-solicitation of Employees

I agree that while I am employed by the Company and during the Non-Interference Period, I shall not directly or indirectly recruit, solicit or hire any employee of the Company, or induce or attempt to induce any employee of the Company to discontinue his or her employment relationship with the Company.

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Notice of Subsequent Employment

I shall, during the Non-Interference Period, notify the Company of any change of address, and of any subsequent employment (stating the name and address of the employer and the nature of the position) or any other business activity. I hereby authorize the Company to disclose to any subsequent employer the terms of this Agreement and any other information related to my employment by the Company as may be permitted by applicable law.

Other Agreements

I hereby represent to the Company that, except as identified on Schedule B, I am not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company (including my duties and obligations under this or any other agreement with the Company) during my employment.

I understand that the Company is neither requesting, nor does it desire to acquire, from me any trade secrets, know-how or confidential business information I may have acquired from others. Therefore, I covenant, represent and warrant that during my employment with the Company, I will not use or disclose any proprietary information or trade secrets of any former employer, or any other person or entity with whom I have an agreement or to whom I owe a duty to keep such information in confidence. Those persons or entities with whom I have such agreements or to whom I owe such a duty are identified on Schedule B. Additionally, to the extent that I am bound by any agreements with any of my former employers not to solicit customers or employees of any former employers for a period of time, I agree, represent and warrant that I will honor such agreements.

General

This Agreement may not be assigned by either party except that the Company may assign this Agreement in connection with the merger, consolidation or sale of all or substantially all of its business or assets. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and other legal representatives and, to the extent that any assignment hereof is permitted hereunder, their assignees.

This Agreement supersedes all prior agreements, written or oral, with respect to the subject matter of this Agreement. This Agreement may be changed only by a written instrument signed by both parties hereto.

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect. If any of the provisions of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. I agree that should I violate any obligation imposed on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the term of such obligation has expired without violation of such obligation.

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No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any occasion if effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

I acknowledge that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are reasonable for such purpose. I understand further that my agreement to the restrictions outlined in this Agreement was a key inducement to my continued employment by the Company. I agree that any breach of this Agreement by me will cause irreparable damage to the Company and that in the event of such breach, the Company shall be entitled, in addition to monetary damages and to any other remedies available to the Company under this Agreement and at law, to seek, and I will not oppose or object to the granting of, equitable relief, including injunctive relief, and to payment by myself of all costs incurred by the Company in enforcing the provisions of this Agreement, including reasonable attorneys’ fees. I agree that should I violate any obligation imposed on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the term of such obligation has expired without violation of such obligation.

This Agreement shall be construed as a sealed instrument and, in light of the domicile of TAC and the issuance of the Stock Options for TAC Common Stock, shall in all events and for all purposes be governed by, and construed in accordance with, the laws of the State of Delaware without regard to any choice of law principle that would dictate the application of the laws of another jurisdiction. Any action, suit or other legal proceeding which I may commence to resolve arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Delaware (or, if appropriate, a federal court located within Delaware), and I hereby consent to the jurisdiction and venue of such court with respect to any action, suit or proceeding commenced in such court by the Company.

I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND AGREE TO, EACH OF SUCH PROVISIONS.

March 31, 2008

Date (Signature)

Print Name: Robert F. Heeg

Acknowledged and

agreed to:

RAND IMAG1NIT TECHNOLOGIES, INC.

By:

Name: Marc Dulude

Title: CEO

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SCHEDULE A

PRIOR INVENTIONS

The following is a complete list of all Prior Inventions

Additional Sheets Attached

If I am claiming any Prior Inventions above, I agree that, if in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company shall automatically be granted and shall have a non-exclusive, royalty-free, irrevocable, transferable, perpetual world-wide license to make, have made, modify, use and sell such Prior Invention as part of, or in connection with, such product, process or machine.

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EX-21.1

Exhibit 21.1

Subsidiaries

Rand Worldwide Subsidiary, Inc.

Rand Worldwide Foreign Holdings, Inc.

Rand Technologies Asia-Pacific Holdings Pte Ltd. (Singapore)

Imaginit Technologies Pty Ltd. (Australia)

Rand Technologies Pty Ltd. (Australia)

Rand A Technology Corporation (Canada)

Imaginit Technologies (S) Pte Ltd. (Singapore)

Rand Technologies (M) SDN.BHD (Malaysia)

Rand Delaware LLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the following Registration Statements filed by Rand Worldwide, Inc. of our report dated September 28, 2011 with respect to the consolidated financial statements and schedules of Rand Worldwide, Inc., which appears in this Annual Report of Rand Worldwide, Inc. on Form 10-K for the year ended June 30, 2011:

Registration Statements on Form S-8:

REGISTRATION NUMBER	NAME
333-107017	Restricted Stock Award Plan
333-108354	2002 Stock Option Plan
333-131721	Restricted Stock Award Plan
333-147823	Amended Employee Stock Purchase Plan

/s/ Stegman & Company

Baltimore, Maryland

September 28, 2011

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-107017, 333-108354, 333-131721, 333-147823) of Rand Worldwide, Inc. of our report dated November 15, 2010 except for the segment information in Note 18, as to which the date is March 24, 2011, and except for the effects of the reverse merger discussed in Note 2, as to which the date is September 28, 2011 relating to the financial statements, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, MA

September 28, 2011

EX-31.1

Exhibit 31.1

Certifications of the Chief Executive Officer

Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marc L. Dulude, certify that:

1. I have reviewed this Annual Report on Form 10-K of Rand Worldwide, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 28, 2011	/s/ Marc L. Dulude
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certifications of the Chief Financial Officer

Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lawrence Rychlak, certify that:

1. I have reviewed this Annual Report on Form 10-K of Rand Worldwide, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 28, 2011	/s/ Lawrence Rychlak
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certifications of Periodic Report by the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Rand Worldwide, Inc. (the “Company”) on Form 10-K for the year ending June 30, 2011 as filed with the Securities and Exchange Commission and to which this Certification is an exhibit (the “Report”), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods reflected therein.

Date: September 28, 2011	/s/ Marc L. Dulude
	Chief Executive Officer
	(Principal Executive Officer)
	/s/ Lawrence Rychlak
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)