UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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o Preliminary Proxy Statement

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o Definitive Proxy Statement

þ Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

IFTH ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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IFTH ACQUISITION CORP.
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445

Supplement to
Proxy Statement for the Annual Meeting of Stockholders
to be Held Monday, March 16, 2009

Dear Stockholder:

This Supplement corrects the number of outstanding shares set forth in the “Record Date and Share Ownership” section on the page preceding the Table of Contents for the Proxy Statement, related to our 2009 Annual Meeting. As of the close of business on the record date, February 5, 2009, there were 8,346,398 shares of common stock outstanding and entitled to vote at the 2009 Annual Meeting. The number of outstanding shares, as of January 27, 2009, set forth in the “Security Ownership of Certain Beneficial Owners and Management” section on page 6 of the Proxy Statement remains correct.

By Order of the Board of Directors,

William J. Caragol
Chief Executive Officer, President and Acting Chief Financial Officer
Dated: February 19, 2009