UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 1021, 2014

Rand Worldwide, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	001-31265	84-1035353
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11201 Dolfield Boulevard, Suite 112, Baltimore, Maryland		21117
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(410) 581-8080

161 Worcester Road, Suite 401, Framingham, MAMassachusetts 01701 ______________________________________________ Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Top of the Form

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~(c) Appointment of Certain Officers.~~ ~~On November 10, 2014, the Board of Directors of~~ Rand Worldwide, Inc. (the "Company") ~~appointed~~announces ~~the~~that ~~Company’s~~its ~~President~~next ~~and~~annual ~~Chief~~meeting ~~Financial~~of ~~Officer,~~stockholders ~~Lawrence~~has ~~Rychlak,~~been todelayed ~~serve~~by asmore ~~its~~than ~~President~~30 ~~and~~calendar ~~Chief Executive Officer~~days, ~~and it also appointed John Kuta~~ to ~~serve~~February ~~as the Company’s Vice President~~2, ~~Chief Financial Officer~~2015, ~~Treasurer~~from ~~and~~the ~~Secretary. The~~date ~~information~~that ~~required~~was bycontemplated ~~Item~~for ~~5.02(c)(2)~~that ~~and~~meeting ~~(3)~~at ~~with~~the ~~respect~~time tothe ~~Mr.~~Company ~~Rychlak~~filed isits ~~contained~~definitive inproxy ~~Items~~statement ~~10,~~for 11its ~~and~~most 13recent ofannual ~~Part~~meeting ~~III~~ of ~~the~~stockholders ~~Company’s~~held ~~Annual Report~~ on ~~Form~~November ~~10-K~~6, ~~as amended, for the year ended June 30, 2014, which information is incorporated herein by reference~~2013. ~~Mr.~~ As ~~Kuta,~~a ~~age 41~~result, ~~was~~the ~~hired~~dates by ~~the~~which ~~Company~~stockholders inmust ~~January~~submit ~~2005~~notices ~~to serve as Director~~ of ~~Finance~~stockholder proposals and ~~was~~director ~~promoted~~nominations tofor ~~Corporate~~the ~~Controller~~upcoming inmeeting ~~August~~have ~~2007~~changed. In Any ~~early~~stockholder ~~2011,~~who ~~Mr.~~desires ~~Kuta was promoted~~ to ~~Vice~~present ~~President~~a ofproposal ~~Finance~~pursuant ~~and Controller. Prior~~ to ~~joining~~Rule ~~the~~14a-8 ~~Company,~~under ~~Mr. Kuta worked for American Express Tax & Business Services for over five years, performing financial audits for~~ the ~~CPA~~Securities ~~firm~~Exchange ~~Walpert~~Act &of ~~Wolfpoff~~1934, ~~and implementing financial systems. He also held a position~~ as anamended ~~internal~~(the ~~auditor~~"Exchange ~~for Carefirst of Maryland. Mr. Kuta holds a Bachelor of Science degree in Accounting from Towson University and is a Certified Public Accountant. Mr. Kuta is paid a base salary of $170~~Act"),~~000~~ ~~per~~to ~~year~~be ~~and~~included ~~participates~~ in the ~~Company’s~~proxy ~~Annual~~statement ~~Cash Bonus Plan where he is eligible~~ for aand ~~bonus~~voted ofon ~~$45,000~~by ifthe ~~certain~~stockholders ~~financial~~at ~~targets~~the ~~are~~upcoming ~~met. In~~annual ~~addition,~~meeting ~~Mr. Kuta will be entitled to other employee benefits that are customarily made available to officers~~ of ~~the~~stockholders ~~Company,~~must ~~including~~submit ~~eligibility~~such toproposal ~~participate~~ in ~~the~~writing, ~~Company’s~~together ~~Omnibus~~with ~~Equity~~all ~~Compensation~~information ~~Plan~~required ~~and~~by ~~its~~Section ~~defined contribution savings plan.~~ 5(db) ~~Election~~ of ~~Directors. As~~Article ~~disclosed~~III ~~in Item 5.02~~ of the Company’s ~~Current Report on Form 8-K filed on November 7~~Bylaws, ~~2014,~~to ~~four~~the Secretary of the Company’s ~~six~~at ~~directors~~its ~~resigned~~principal ~~following,~~executive ~~and~~offices inno ~~connection~~later ~~with,~~than the ~~completion~~close of ~~the~~business ~~Company’s~~on ~~issuer~~December ~~tender offer. On November 10~~4, 2014, ~~the Board of Directors reduced the number of directors who shall serve on the Board from six to four~~ and ~~elected~~must ~~Philip~~meet ~~Livingston~~all ~~and~~other ~~David~~requirements ~~Schneider~~for toinclusion ~~fill~~in the ~~two~~proxy ~~director vacancies~~statement. ~~Mr.~~ As ~~Livingston~~provided ~~has~~in ~~served~~Section as5 ~~Interim Chief Executive Officer and a director~~ of ~~Ambassadors~~Article ~~Group,~~III ~~Inc., a provider~~ of ~~educational~~the ~~travel~~Company’s ~~experiences and online education research materials~~Bylaws, ~~since~~if ~~May~~a ~~2014. Between~~stockholder ~~April~~intends ~~2009~~to ~~and~~(i) ~~October~~present ~~2013,~~a ~~Mr.~~proposal ~~Livingston~~to ~~served~~be inconsidered ~~executive management positions~~ at ~~LexisNexis~~the ~~Web~~upcoming ~~Based~~annual ~~Marketing~~meeting ~~Solutions, including as Senior Vice President~~ of ~~Practice~~stockholders ~~Management~~but ~~and,~~does ~~most~~not ~~recently,~~seek ~~Chief~~inclusion ~~Executive~~of ~~Officer. Mr.~~the ~~Livingston~~proposal ~~has,~~ in the ~~past,~~Company’s ~~served~~proxy asstatement ~~Chief Financial Officer~~ for ~~Celestial~~that ~~Seasonings,~~meeting ~~Inc.,~~or ~~Catalina~~(ii) ~~Marketing~~nominate ~~Corporation~~a ~~and~~person ~~World~~for ~~Wrestling~~election ~~Entertainment. From 1999 to 2003, he served~~ as ~~President~~a ofdirector ~~Financial~~at ~~Executives International,~~ the ~~leading~~upcoming ~~professional association of chief financial officers and controllers~~meeting, ~~where~~then henotice ~~led the organization’s support~~ of ~~regulatory~~such ~~and~~proposal ~~corporate~~or ~~governance reforms culminating in the Sarbanes-Oxley Act. In addition~~nomination, hetogether ~~has~~with ~~served~~all oninformation ~~numerous~~required ~~public~~by ~~and~~Section ~~private~~5(b) ~~company~~or ~~boards,~~Section ~~including Broadsoft Corporation~~5(c), ~~Insurance Auto Auction~~respectively, ~~Cott Corporation, MSC Software and Seitel Inc. Mr. Livingston earned a Bachelor~~ of ~~Arts~~Article ~~degree~~III ~~in Business Management, a Bachelor~~ of ~~Science degree in Government and Politics from~~ the ~~University~~Company’s ~~of Maryland~~Bylaws, ~~and~~must abe ~~Masters~~received ofby ~~Business Administration degree in Finance and Accounting from~~ the ~~University~~Secretary of ~~California, Berkeley. He is a Certified Public Accountant and is a Member of~~ the ~~American~~Company ~~Institute~~at ofits ~~Certified~~principal ~~Public~~executive ~~Accountants. Mr.~~offices ~~Schneider~~no islater athan ~~Partner of 3K Limited Partnership ("3K"), which is~~ the ~~Company’s~~close ~~majority stockholder, and has 20 years~~ of business ~~experience,~~on ~~including~~December 154, ~~years~~2014 ~~with~~(60 ~~private~~days ~~equity~~prior ~~and debt investing. Prior~~ to ~~joining~~the ~~3K,~~date ~~for~~of ~~over~~the 12upcoming ~~years, he was with Main Street Resources ("Main Street"~~meeting)~~, a middle market private equity firm~~. AsA acopy ~~Partner~~of ~~with~~Section ~~Main~~5 ~~Street,~~of ~~Mr.~~Article ~~Schneider~~III ~~was responsible for all facets~~ of the ~~firm’s~~Bylaws ~~activities,~~may ~~including~~be ~~fund raising~~obtained, ~~deal~~without ~~sourcing and execution~~charge, ~~and~~from ~~he worked closely with~~ the ~~firm~~Company’s ~~portfolio~~Secretary ~~companies~~upon atrequest ~~the~~or ~~board~~from ~~and~~the ~~management~~Company’s ~~levels. Prior~~filings ~~to his service~~ with ~~Main~~the ~~Street,~~Securities ~~Mr. Schneider spent time with J.H. Whitney & Co., an alternative asset investment firm,~~ and ~~MCG~~Exchange ~~Global,~~Commission a(the ~~boutique merchant banking firm~~"SEC"). ~~Mr.~~Any ~~Schneider~~proposal ~~started~~or ~~his~~nomination ~~career~~that ~~with Price Waterhouse LLP. He~~ is areceived ~~Certified~~by ~~Public~~the ~~Accountant~~Company ~~and~~outside ~~holds a Bachelor~~ of ~~Science~~these ~~degree~~timelines ~~from~~will ~~Bryant~~be ~~College~~considered ~~and a Masters of Business Administration degree from Bentley College~~untimely. ~~Mr. Schneider is presently a director of~~ The ~~Roberts~~information ~~Company~~contained ~~and~~in ~~has~~this ~~served~~Item ~~as director/adviser for over a dozen companies, including Glass America, Morgan Contracting, Vertex Fasteners, Sage Parts Plus, Black Clawson, and Midasco~~8. ~~Given~~01 ~~its~~is ~~small but focused size~~not, ~~the Company’s Board of Directors has eliminated its Audit Committee~~ and ~~its~~shall ~~Compensation~~not ~~Committee,~~be ~~and the full Board will assume the responsibilities of these committees. Under the provisions of the revised Board Compensation Plan~~considered, ~~non-employee~~a ~~directors~~notice ~~receive an annual salary~~ of ~~$40,000 and~~ the ~~Board~~upcoming ~~Chair receives an~~ annual ~~salary~~meeting of ~~$120,000.~~stockholders ~~Each~~or ~~non-employee~~a ~~director~~solicitation ~~also receives an initial grant~~ of anproxies ~~option~~with respect to ~~purchase~~such ~~18,000~~meeting. The ~~shares~~Company ofwill ~~Common~~file ~~Stock~~with ~~upon joining~~ the ~~Board,~~SEC ~~one-third of which vests immediately~~ and ~~the~~distribute ~~remainder~~to ~~vests~~stockholders ina ~~equal~~notice ~~installments on the first and second anniversary~~ of the ~~grant~~upcoming ~~date.~~meeting Atand the ~~end~~related ofdefinitive ~~each~~proxy ~~fiscal~~statement ~~year, non-employee directors are granted immediately vested options to purchase 6,000 shares of stock. The exercise price of all non-employee director stock options~~ and ~~the~~other ~~value~~meeting ofmaterials ~~stock~~on ~~granted in lieu of cash compensation is the closing price of~~ a ~~share~~future ofdate ~~the~~in ~~Company’s~~accordance ~~common~~with ~~stock~~Regulation on14A ~~the~~under ~~last business day before~~ the ~~options~~Exchange ~~are granted or shares of stock are issued~~Act.

Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Rand Worldwide, Inc.
November 11, 2014	By:	Lawrence Rychlak
November 21, 2014	By:	Lawrence Rychlak
		Name: Lawrence Rychlak
		Title: President and CEO
		Title: President and Chief Executive Officer

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