10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K / A

Amendment 1

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended March 31, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:  

Commission file number: 000–14273

INTEGRATED FREIGHT CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA	84–0868815
State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification No.

100 Main Street North 208 Southbury, Connecticut	06488
(Address of principal executive offices)	(Zip code)

Issuer’s telephone number: (203) 628-7142

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Title of each class:	Name of Exchange on which registered:
Common Stock, $0.001 par value per share	(None)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.		Yes ☐	No ☑

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 ☑

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

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 the 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	☐	Smaller reporting company	☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).				Yes ☐	No ☑

Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter ended September 30, 2013 was approximately $55,780.

The number of shares of the registrant’s common stock outstanding at April 24, 2015 was: 434,580,251 shares

EXPLANATORY NOTE:

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended March 31, 2014 (the “Form 10K”), originally filed with the U.S. Securities and Exchange Commission on March 9, 2015 is to furnish Exhibit 101 to the Form 10-K (Interactive Data or XBRL files) which were not attached.  

No other changes have been made to the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date. 

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, thereunto duly authorized.

	Integrated Freight Corporation
Date: August 3, 2015	By:	/s/ David N. Fuselier
		David N. Fuselier
		Principal Executive Officer and Principal Financial and Accounting Officer

Signature and Name:	Capacity in which signed:	Date:
/s/ David N. Fuselier	Director, Chairman, Chief Executive Officer	August 3, 2015
David N. Fuselier	and Principal Accounting Officer
/s/ Henry P. Hoffman	Director, President and Chief Operating Officer	August 3, 2015
Henry P. Hoffman

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3. Property and Equipment

12 Months Ended

Mar. 31, 2014

Property, Plant and Equipment

3. Property and Equipment

Note 3. Property and Equipment {verbose}

[«K3HFHAUL|Level=3|Label=3. Property and Equipment:|Tag=IFCR:PropertyPlantAndEquipmentDisclosureTextBlock»

Property and equipment consist of the following at March 31, 2014:

	IFC		Morris			Smith			Total
Land, Buildings and Improvements	$	-	$	1,969		$	15,797		$	17,766
Tractors and Trailers		-		3,274,557			2,887,513			6,162,070
Vehicles		-		29,934			106,407			136,341
Furniture, Fixtures and Equipment		-		221,828			284,625			509,453
Less: accumulated depreciation		-		(1,742,790	)		(3,117,801	)		(4,860,591	)
Total	$	-	$	1,785,498		$	176,541		$	1,962,039

Depreciation expense totaled $926,622 for the year ended March 31, 2014.

Property and equipment consist of the following at March 31, 2013:

	IFC		Morris			Smith			Total
Land, Buildings and Improvements	$	-	$	1,969		$	15,797		$	17,766
Tractors and Trailers		-		4,366,574			2,913,883			7,280,457
Vehicles		-		29,934			106,407			136,341
Furniture, Fixtures and Equipment		-		221,828			277,079			498,907
Less: accumulated depreciation		-		(2,078,677	)		(2,997,599	)		(5,076,276	)
Total	$	-	$	2,541,628		$	315,567		$	2,857,195

Depreciation expense totaled $1,137,323 for the year ended March 31, 2013.

«K3HFHAUL»]

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2. Discontinued Operations

12 Months Ended

Mar. 31, 2014

Notes

2. Discontinued Operations

Note 2. Discontinued Operations

On June 30, 2012, the Company sold 100% of the stock of Triple C Transport, Inc., Cross Creek Trucking, Inc., and Integrated Freight Services.

Triple C Transport Inc. a motorized freight carrier, was acquired in May of 2010 through a stock purchase agreement.  In October 2010, Triple C began to experience financial and operational difficulties that appeared too great to overcome.  The Company attempted to rescind the stock purchase agreement, and consequently determined to dispose of this entity.  As a result of the decision to sell Triple C, the Company has identified the assets and liabilities of Triple C Transport, Inc. as pertaining to discontinued operations, and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

Cross Creek Trucking Inc., a motorized freight carrier, was acquired in April 2011 through a stock purchase agreement.  Due to the financial and operational difficulties experienced with this business, the Company determined to cease its operations in December 2011.  As a result of the decision to sell Cross Creek, the Company has identified the assets and liabilities of Cross Creek Trucking, Inc. as pertaining to discontinued operations, and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

Integrated Freight Services was formed as a wholly owned subsidiary in February 2011 for the purpose of providing brokerage services to the various subsidiaries of the Company.  With the decision to dispose of Triple C and Cross Creek, the Company determined to cease activities of this subsidiary and dispose of it as well.  As a result of the decision to sell Integrated Freight Services, the Company has identified the assets and liabilities of Integrated Freight Services as pertaining to discontinued operations for all period’s presented

As a consequence of the sale on June 30, 2012 of 100% of the stock of these three entities, there are no longer any assets or liabilities to be accounted for as discontinued operations after this fiscal year ended March 31, 2013.

Summarized operating results for discontinued operations is as follows:
	Year			Year
	Ending			Ending
	March 31,			March 31,
	2014			2013
Revenue		$	-		$	-
Operating Expenses			-			-
Operating Income (Loss)			-			-
Other Income (Expense)			-			4,360,889
Income (Loss) from operations			-			4,360,889
Income tax benefit
Gain (loss) to be recognized from discontinued operations, net of tax		$	-		$	4,360,889

The gain (loss) from discontinued operations above do not include any income tax effect as the Company was not in a taxable position due to its continued losses and a full valuation allowance.

The Company had no remaining assets or liabilities associated with discontinued operations as of March 31, 2014 and 2013.

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Consolidated Balance Sheets - USD ($)	Mar. 31, 2014	Mar. 31, 2013
Assets
Cash	$ 35,818	$ 81,429
Accounts receivables, net of allowance for doubtful accounts of $50,000	2,426,976	3,039,276
Prepaid expenses and other assets	360,052	351,853
Total current assets	2,822,846	3,472,558
Property and equipment, net of accumulated depreciation	1,962,039	2,857,195
Total assets	4,784,885	6,329,753
Liabilities and Stockholders' Deficit
Bank overdraft	266,042	304,656
Accounts payable	1,417,189	1,296,405
Accrued expenses and other liabilities	2,173,662	2,572,199
Other Liabilities	721,130	790,464
Line of credit	708,108	611,356
Notes payable - related parties	5,187,084	5,222,151
Current portion of notes payable	5,555,376	5,570,616
Total current liabilities	16,028,591	16,367,847
Derivative liability	8,874	29,580
Notes payable, net of current portion and debt discount	1,651,832	2,309,706
Total long-term liabilities	1,660,706	2,339,286
Total liabilities	17,689,297	18,707,133
Stockholders' deficit:
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 43,865,606 and 31,574,883 shares issued and outstanding at March 31, 2012 and March 31, 2011, respectively	260,524	116,510
Additional paid-in capital	9,925,421	9,163,511
Accumulated deficit	(23,090,357)	(21,657,401)
Total Integrated Freight Corporation stockholders' deficit	(12,904,412)	(12,377,380)
Total stockholders' deficit	(12,904,412)	(12,377,380)
Total liabilities and stockholders' deficit	$ 4,784,885	$ 6,329,753

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income (loss)	$ (1,432,956)	$ 4,812,458
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	926,622	1,137,323
Gains (Losses) on Extinguishment of Debt	69,334	664,860
(Gain) Loss on asset dispositions	(232,740)	(283,059)
Stock issued for stock based compensation	121,924	187,878
Loss from discountinued operations		(4,360,889)
Increases/decreases in operating assets and liabilities
Accounts receivable	612,300	140,575
Prepaid expenses and other assets	(8,199)	20,801
Accounts payable and accrued expenses	467,633	125,140
Derivative liability	(20,706)	(36,071)
Net cash (used) in/provided by operating activities	364,544	1,079,296
Cash flows from investing activities:
Purchase of property and equipment	(53,915)	(674,198)
Proceeds from asset disposition	592,343	390,813
Net cash used in investing activities	538,428	(283,385)
Cash flows from financing activities:
Repayments of notes payable	(1,053,582)	(1,498,839)
Proceeds of long term debt	104,999	701,205
Net cash (used) in/provided by financing activities	(948,583)	(797,634)
Net change in cash	(45,611)	(1,723)
Cash, beginning of period	81,429	83,152
Cash, end of period	35,818	81,429
Supplemental disclosure of cash flow information:
Interest paid	599,688	793,818
Schedule of noncash investing and financing transactions:
Common stock issued for settlement of debt		10,000
Common stock issued for accrued compensation	784,000
Assets acquired through new debt	$ 337,154
Common stock issued in conjunction with sale of discontinued operation, Amount		54,000
Common stock issued for conversion of debentures		$ 35,400

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1. Nature of Operations and Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2014

Accounting Policies

1. Nature of Operations and Summary of Significant Accounting Policies

Note 1 Nature of Operations and Summary of Significant Accounting Policies

Nature of Business

Integrated Freight Corporation (a Florida corporation) [formerly PlanGraphics, Inc. (a Colorado corporation)] and subsidiaries (the “Company”) is a short to medium-haul truckload carrier of general commodities with corporate headquarters in Southbury, Connecticut.  We have two operating subsidiaries; one located in Hamburg, Arkansas and the other located in Scotts Bluff, Nebraska.  Through our two operating motor freight carriers, we provide truck load service throughout the forty-eight contiguous United States. We do not specialize in any specific types of freight or commodities. We carry dry freight and certain hazardous materials (“hazmat”) including hazardous waste. We provide long-haul, regional and local service to our customers.  The Company is subject to regulation by the Department of Transportation and various state regulatory authorities.

Pursuant to an agreement in connection with Integrated Freight Corporation’s (“Original IFC”) acquisition of control of the Company on May 1, 2009, the Company completed the sale of its historic operations to its former director and chief executive officer. This transaction closed on December 27, 2009. As part of the acquisition, the Company executed a 244.8598 for 1 reverse split in August, 2010, and all amounts have been presented on a post-split basis. Since the Company had, due to the sale of its historical operations, minimal assets and limited operations, the recapitalization has been accounted for as the sale of 404,961 shares of Original IFC common stock for the net liabilities of the Company. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of IFC. Costs of the transaction have been charged to the period in which they are incurred.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company, and its wholly owned subsidiaries as of March 31, 2014 and 2013.  All material intercompany transactions have been eliminated.

We have and have had the following wholly owned subsidiaries, during the periods indicated:

Morris Transportation, Inc., an Arkansas corporation, beginning September 1, 2008, when we acquired a controlling interest in Original IFC. Original IFC purchased all of Morris Transportation’s common stock as of September 1, 2008.

Smith Systems Transportation, Inc., a Nebraska corporation, beginning September 1, 2008, when we acquired a controlling interest in Original IFC. Original IFC purchased all of Smith System’s common stock as of September 1, 2008.

Triple C Transport, Inc., a Nebraska corporation, beginning as of May 5, 2010, when we purchased all of its common stock, and June 30, 2012 when we sold Triple C Transport.

Cross Creek Trucking, Inc., an Oregon corporation, beginning April 1, 2011, when we purchased all of its common stock, and June 30, 2012 when we sold Cross Creek Trucking.

Integrated Freight Services, a Florida corporation, beginning April 1, 2011, when we formed the Company and began operations, and June 30, 2012 when we sold Integrated Freight Services.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2014 and 2013, and the results of operations and cash flows for the years ended March 31, 2014 and 2013.

Subsequent Events

The Company has evaluated subsequent events through April 24, 2015 to assess the need for potential recognition or disclosure in this report.  Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.

Use of Estimates

The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $35,818 and $81,429 at March 31, 2014 and 2013 respectively.

Accounts Receivable

Accounts receivable represent amounts due from customers in the ordinary course of business from sales.  The Company uses the allowance method for recognizing bad debts. The Company specifically analyzes accounts receivable and historical bad debts, client credit-worthiness, current economic trends, and changes in our client payment terms and collection trends when evaluating the adequacy of an allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in additional allowance for doubtful accounts being recognized in the period in which the change occurs.  When an account is deemed uncollectible, it is written off against the allowance.  Accordingly, the Company has provided a $50,000 allowance for uncollectible accounts as of March 31, 2014 and 2013.

The Company uses factoring agents with recourse.  The accounts are maintained on the balance sheet until collected and an offsetting liability is recorded for monies received in advance of collections. 

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation, including any write-up in value measured at the time of acquisition of operating subsidiaries. Depreciation of property and equipment is calculated on the straight-line method over the following estimated useful lives:

	Years
Buildings / improvements		20 – 40
Furniture and fixtures		3 – 5
Shop and service equipment		2 – 5
Tractors and trailers		5 – 9
Leasehold improvements		1 – 5

The Company expenses repairs and maintenance as incurred. The Company periodically reviews the reasonableness of its estimates regarding useful lives and salvage values for revenue equipment and other long-lived assets based upon, among other things, the Company's experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. Salvage values are typically 15% to 20% for tractors and trailer equipment and consider any agreements with tractor suppliers for residual or trade-in values for certain new equipment. The Company capitalizes tires placed in service on new revenue equipment as a part of the equipment cost. Replacement tires and costs for recapping tires are expensed at the time the tires are placed in service. Gains and losses on the sale or other disposition of equipment are recognized at the time of the disposition.

Intangible Assets

The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, which requires that the purchase method of accounting be used for all business combinations. ASC 805 requires intangible assets acquired in a business combination to be recognized and reported separately from goodwill.

Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company assigns all the assets and liabilities of the acquired business, including goodwill, to reporting units in accordance with ASC 350, Intangible – Goodwill and Other. Our business combinations did not result in any goodwill as of March 31, 2014 and March 31, 2013.

The Company evaluates intangible assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If these assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets.

Furthermore, ASC 350 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost less accumulated amortization. See Notes 2, 10, and 11 for the treatment of intangibles related to Triple C. No other impairment of intangibles has been identified as of March 31, 2011. However the Company wrote off as impaired its entire remaining investment of $6,015,000, including $1,410,112 of intangible costs, in Cross Creek Trucking, Inc. at March 31, 2012, due to the ceasing of its operations.

Impairment of Long-lived Assets

The Company evaluates the carrying value of its long-lived assets at least annually.  Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount.   If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.  There has been no impairment as of March 31, 2014 and 2013 other than discontinued operations.

Revenue Recognition

The Company recognizes revenues on the date the shipments are delivered to the customer. Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services. Revenue is recorded on a gross basis, without deducting third party purchased transportation costs, as the Company acts as a principal with substantial risks as primary obligor.

Advertising Costs

The Company charges advertising costs to expense as incurred. During the years ended March 31, 2014 and 2013, advertising expense was $3,707 and $3,707, respectively.

Derivative Liability

The Company issued warrants to purchase the Company’s common stock in connection with the issuance of common stock and convertible debt, which contain certain ratchet provisions that reduce the exercise price of the warrants or the conversion price in certain circumstances. Upon the Company’s adoption of the Derivative and Hedging Topic of the FASB Accounting Standards Codification (“ASC 815”) on January 1, 2009, the Company determined that the warrants and/or the conversion features with provisions that reduce the exercise price of the warrants did not qualify for a scope exception under ASC 815 as they were determined not to be indexed to the Company’s stock as prescribed by ASC 815.

Derivatives are required to be recorded on the balance sheet at fair value (see Note 6). These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. In addition, additional disclosures is required about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities and notes payable are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments.

The carrying value of the Company’s long-term debt approximates fair value based on borrowing rates currently available to the Company for loans with similar terms.

Our derivative financial instruments, consisting of embedded conversion features in our convertible debt, which are required to be measured at fair value on a recurring basis under FASB ASC 815-15-25 or FASB ASC 815 as of March 31, 2014 and March 31, 2013, are all measured at fair value, using a Black-Scholes valuation model which approximates a binomial lattice valuation methodology utilizing Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities (see Note 6). Significant assumptions used in this model as of March 31, 2014 included a remaining expected life of 1 year, an expected dividend yield of zero, estimated volatility of 449%, and risk-free rates of return of approximately .72%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the feature and volatility is based on a trucking company with characteristics comparable to our own.

The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of their short maturities. At March 31, 2014 and March 31, 2013, the Company had $708,108 and $611,356 outstanding under its revolving credit agreement, and $13,102,473 and $13,102,473, including $5,222,151 and $5,222,151 with related parties, outstanding under promissory notes with various lenders. The carrying amount of the revolving credit agreement approximates fair value as the rate of interest on the revolving credit facility approximate current market rates of interest for similar instruments with comparable maturities, and the interest rate is variable. The fair value of notes payable to various lenders is based on current rates at which the Company could borrow funds with similar remaining maturities.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

Stock-based Compensation

The Company has adopted the fair value recognition provisions of ASC 505, Equity and ASC 718, Compensation – Stock Compensation, using the modified prospective application method. Stock-based compensation expense is measured at the grant date based on the value of the option or restricted stock and is recognized as expense, less expected forfeitures, over the requisite service period.

Concentrations of Credit Risk

Financial instruments with significant credit risk include cash. The Company deposits its cash with high quality financial institutions in amounts less than the federal insurance limit of $250,000 in order to limit credit risk. As of March 31, 2014 and March 31, 2013, the Company's bank deposits did not exceed insured limits

Claims Accruals

Losses resulting from personal liability, physical damage, workers' compensation, and cargo loss and damage are covered by insurance subject to deductible, per occurrence. Losses resulting from uninsured claims are recognized when such losses are known and can be estimated. We estimate and accrue a liability for our share of ultimate settlements using all available information. We accrue for claims reported, as well as for claims incurred but not reported, based upon our past experience. Expenses depend on actual loss experience and changes in estimates of settlement amounts for open claims which have not been fully resolved. These accruals are based on our evaluation of the nature and severity of the claim and estimates of future claims development based on historical trends. Insurance and claims expense will vary based on the frequency and severity of claims and the premium expense. At March 31, 2014 and March 31, 2013, management estimated $0 in claims accrual above insurance deductibles.

However, from time to time the various business units are subject to premium audits on workers compensation. When the results of these audits are available, the various business units record the additional premiums due when they are advised by the respective carriers. Such amounts are generally amortized over the following 12 months.

Going Concern

We have suffered recurring losses from operations and are dependent on additional capital to execute our business plan.

With our present cash and cash equivalents, management expects to be able to continue some of our operations for at least the next twelve months. However, we have suffered losses from operations. Our continuation is dependent upon attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have raised additional capital through the debt and equity offerings noted above. We do, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. We plan to sell additional equity securities, debt securities or borrow from lending institutions. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The issuance of additional equity securities, including convertible debt securities, by us could result in a significant dilution in the equity interests of our current stockholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. In such event, we will be forced to scale down or perhaps even cease our operations.

We have undertaken steps as part of a plan to improve operating results with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) increasing our revenues and gross profits; and (c) reducing expenses. Additionally, we are implementing a four part strategy to bring us to financial stability, which is as follows:

A significant portion of our short term debt is in the hands of our subsidiary managers who, under the right circumstances, we believe may be willing to rework terms and to lengthen the maturity dates, as they have in the past, if that becomes necessary, lessening the short term debt on our balance sheet.

A significant amount of short term debt on our balance sheet is convertible into common shares and we are optimistic a meaningful amount of this debt will ultimately be converted, thus eliminating a meaningful amount of debt from our balance sheet.

We expect to continue to grow through acquisitions involving stock payments in lieu of cash. We expect this larger business base will give us an ever larger “platform” in order to more easily offset the corporate overhead and costs of being public.

You have no assurance that we will successfully accomplish these steps and it is uncertain whether we will achieve a profitable level of operations and/or obtain additional financing. You have no assurance that any additional financings will be available to us on satisfactory terms and conditions, if at all.

Our consolidated financial statements do not give effect to any adjustments which would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our current and potential liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

Income (Loss) per Common Share

Basic net loss per share excludes the impact of common stock equivalents.  Diluted net income (loss) per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of March 31, 2014, there were 12,947,390 warrants outstanding, of which none were included in the calculation of net income (loss) per share-diluted because they were anti-dilutive. In addition, the Company had convertible promissory notes that were also not included because they were anti-dilutive.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to March 31, 2014 through the date these financial statements were issued.

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2014	Mar. 31, 2013
Assets
Allowance for doubtful accounts	$ 50,000	$ 50,000
Stockholders equity:
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	2,000,000,000	2,000,000,000
Common stock, issued shares	260,524,221	116,510,332
Common stock, outstanding shares	260,524,221	116,510,332

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11. Related Party Transactions

12 Months Ended

Mar. 31, 2014

Related Party Transactions

11. Related Party Transactions

Note 11. Related Party Transactions

We have been paying the mortgage payments for Morris Transportation, Inc. to an unrelated lender on behalf of an entity controlled by Mr. Morris as rent without a formal lease and intend to purchase the property at fair market value, as determined by appraisal, which may require us to refinance the mortgage.

The Company rents a facility owned by Colorado Holdings, a company controlled by Mr. Smith. The annual rental rate is $48,000.  As of March 31, 2014, there is an accrued balance of approximately $25,000 outstanding.

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Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2014	Apr. 24, 2015	Sep. 30, 2014
Document And Entity Information
Entity Registrant Name	INTEGRATED FREIGHT CORP
Entity Central Index Key	0000783284
Document Type	10-K
Document Period End Date	Mar. 31, 2014
Amendment Flag	true
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3,476,642
Entity Common Stock, Shares Outstanding		434,580,251
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014
Trading Symbol	ifcr
Amendment Description	Amendment 1

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12. Subsequent Events

12 Months Ended

Mar. 31, 2014

Subsequent Events

14. Subsequent Events

Note 12. Subsequent Events

 On various dates since the fiscal year end, the Company has reached full and complete settlements with employees, creditors and/or note holders.  These settlements include:

· Officer and employee payments of $827,000 settled for $36,500 cash plus common shares;

· Former subsidiary owners payments of $467,000 settled for $17,000 cash plus convertible preferred shares;

· Note holder payments of $357,000 settled for future cash payments of $135,000 plus convertible preferred shares.

In October, 2014, the Company issued 10,000,000 common shares for services.

In October, 2014, the Company issued 20,000,000 common shares to Fuselier Consulting in accordance with the terms of a consulting contract.  The stock was valued at $.0071 per share, its fair market value at the date of issuance

In November, 2014, the Company issued 13,500,000 common shares for services.  The stock was valued at $.0072 per share, its fair market value at the date of issuance

In November, 2014, the Company issued 8,278,265 common shares for accrued compensation to Officers of the Company.  The shares were valued using a volume weighted average price of $.017 per share

In January, 2015, the Company issued 35,219,711 common shares in satisfaction of convertible debt

In February, 2015, the Company issued 14,925,926 common shares in satisfaction of convertible debt

In February, 2015, the Company issued 875,000 common shares as part of a negotiated settlement on debt

In February, 2015, the Company issued 9,198,529 common shares for services.

In February, 2015, the Company issued 6,666,667 common shares in satisfaction of convertible debt

In February, 2015, the Company issued 7,163,128 common shares in satisfaction of convertible debt

In February, 2015, the Company issued 7,555,000 common shares in satisfaction of convertible debt

In March, 2015, the Company issued 12,646,271 common shares in satisfaction of convertible debt

In March, 2015, the Company issued 11,443,366 common shares in satisfaction of convertible debt

In March, 2015, the Company issued 16,134,167 common shares in satisfaction of convertible debt

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement
Revenue	$ 20,166,312	$ 20,102,263
Operating Expenses
Rents and transportation	5,272,372	4,346,988
Wages, salaries and benefits	5,401,424	4,982,068
Fuel and fuel taxes	5,915,747	6,529,886
Depreciation and amortization	926,622	1,137,323
Insurance and claims	1,409,471	1,297,450
Operating taxes and licenses	251,219	345,282
Stock based compensation	121,924	187,878
General and administrative	1,297,183	924,669
Total Operating Expenses	20,595,962	19,751,544
(Loss)/Gain from continuing operations	(429,650)	350,719
Other Income (Expense)
Gain/(loss) on change of fair value of derivative liability	20,706	36,071
Interest	1,380,289	991,833
Other income (expense)	286,943	391,752
Gains (Losses) on Extinguishment of Debt	69,334	664,860
Total Other Income (Expense)	1,003,306	(100,850)
Net income (loss) before noncontrolling interest	(1,432,956)	451,569
Net income (loss) from discontinued operations		4,360,889
Net Income (loss)	$ (1,432,956)	$ 4,812,458
Earnings Per Share - Continuing operations, Basic	$ (0.01)	$ 0.005
Earnings Per Share - Discontinued operations, Basic		0.049
Earnings Per Share, Basic	$ (0.01)	$ 0.054
Weighted Average Number of Shares Outstanding, Basic	145,469,717	89,615,314
Earnings Per Share - Continuing Operations, Diluted	$ (0.01)	$ 0.004
Earnings Per Share - Discontinued Operations, Diluted		0.039
Earnings Per Share, Diluted	$ (0.01)	$ 0.044
Weighted Average Number of Shares Outstanding, Diluted	145,469,717	111,922,111

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6. Notes Payable

12 Months Ended

Mar. 31, 2014

Debt Disclosure

6. Notes Payable

Note 6. Notes Payable

Notes Payable owed by Morris consisted of the following:

	March 31, 2014		March 31, 2013
Notes payable to Daimler Truck Financial, payable in monthly installments ranging from $569 to $5,687 including interest, through May 2013, with interest rates ranging from 5.34% to 8.07%, secured by equipment	$	-	$	19,953
Notes payable to GE Financial, payable in monthly installments ranging from $2,999 to $7,535 including interest, through April 2013, with interest rates ranging from 6.69% to 8.53%, secured by equipment		149,364		487,729
Notes payable to Wells Fargo Bank, payable in monthly installments  ranging from $569 to $5,687 including interest, through March 2017, with interest rates ranging from 7.00% to 7.25%, secured by equipment		574,547		367,652
Note payable to Mack Financial Services, payable in monthly installments of $8,359 including interest, through May 2016, with interest at 7.19% secured by equipment.		203,348		287,223
Note payable to Mack Financial Services, payable in monthly installments of $2,105 including interest, through May 2016, with interest at 7.19% secured by equipment.		59,096		76,309
Notes payable to Volvo Financial Services, payable in monthly installments ranging from $1,884 to $6,408 including interest, through October 2016, with interest rates ranging from 7.00% to 7.50%,  secured by equipment		859,337		1,122,166
Totals	$	1,845,692	$	2,361,032

Notes payable owed by Smith consisted of the following:

	March 31, 2014		March 31, 2013
Notes payable to bank,  payable in monthly installments of $60,000 including interest,  through December 2012, with interest at 9%, collateralized by substantially all of Smith assets	$	977,484	$	1,015,298
Notes payable to bank,  payable in monthly installments including interest, through June 2011, with interest at 6.5%, collateralized by substantially all of Smith assets		1,447,753		1,513,705
Note payable to Floyds, payable in monthly installments of $2,084, through November 2012, with interest at 8%, secured by a vehicle.		-		36,683
Note payable to Ally, payable in monthly installments of $599 including interest, through December 2015, with interest at 6%, secured by a vehicle.		11,503		18,019
Notes payable to John Deere, payable monthly including interest, secured by equipment		5,135		15,944
Unsecured, non-interest bearing note payable to Colorado Holdings Valley Bank, payable in monthly installments of $5,000, through 2023.		701,570		701,570
Total	$	3,143,445	$	3,301,219

Notes payable owed by Integrated Freight Corporation consisted of the following:

	March 31, 2014		March 31, 2013
Various notes payable with maturity dates ranging from 05/10/10 to 12/28/11.  Interest rates ranging from 4.0% to 18%.  Various warrants issued with an exercise price ranging between $0.10 and $0.50 per share.  Various notes contain a conversion feature allowing the holder to convert the debt into shares of common stock at a strike price between $0.30 and $0.50 per share.	$	1,083,101	$	1,083,101
Note payable to a former related party, with interest at 12.00%, a default judgment has been awarded to the holder, the Company intends to comply with the judgment when funds are available.		45,115		45,115
Note payable to Robins Consulting, payable in quarterly installments of  $60,000, through March 2012 and a final payment of $222,640 on June 30, 2012, with interest at 7.50%, secured by 1,056,300 shares of Integrated Freight Corporation stock		572,500		572,500
Convertible promissory notes with an investment firm, simple interest
of 8%, due in May 2012, convertible at the option of the holder at prices as defined.		151,155		151,155
Original Issue Discount Senior Debenture with an investment firm, due
April 2012, secured by Equipment.		343,200		343,200
Convertible note payable to Wall Street Angel Partners LLC dated August 16, 2012, bearing interest at 8%, with a maturity date of December 31, 2012.		23,000		23,000
Less: unamortized discount on notes payable		-
Totals	$	2,218,071	$	2,218,071

Summary

	IFC		Morris		Smith		Total
Current portion of notes payable  & other	$	2,218,071	$	688,854	$	2,648,451	$	5,555,376
Notes payable, net of current portion		-		1,156,838		494,994		1,651,832
Total as of March 31, 2014	$	2,218,071	$	1,845,692	$	3,143,445	$	7,207,208

Principal maturities of long term debt for the next five years are as follows	Year Ending
March 31,		Total
2014		$	5,555,376
2015			1,079,110
2016			425,736
2017			117,686
2018			29,300
Thereafter			-
			7,207,208

The Company valued the Notes Payable at their face value and calculated the beneficial conversion feature of the warrants using Black Scholes in deriving a discount that is being amortized over the term of the Notes as interest expense using a straight line method.

While there are no defaults of any obligations at the Company’s two subsidiaries, the Company’s parent company has a significant amount of its long-term obligations that are in default.  The Company is currently in negotiation with these debt holders and intends to extend the terms of the maturity dates or convert the debt into equity. See Note 10 -Subsequent Events – for an overview of the results of such negotiations since March 31, 2014.

During the year ended March 31, 2011, the Company entered into convertible notes (the “Agreements”) with an investor (the “Investor”) pursuant to which the Investor purchased an aggregate principal amount of $189,000 (the “Convertible notes”). The convertible notes bear interest at 15% and maturity dates of one year from the date of issuance. The convertible notes, along with other notes from the same investor in previous years are convertible at the option of the holder at any time into shares of common stock, at a conversion price equal to $0.30, which would be approximately 3.3 million shares at March 31, 2014.

During the year ended March 31, 2012, the Company entered into convertible notes with an investor pursuant to which the Investor purchased an aggregate principal amount of $184,000 (the “Convertible notes”). These convertible notes bear interest at 8% (effective rate of 13%) and maturity dates six months from the dates of issuance. The convertible notes are convertible at the option of the holder at any time into shares of common stock, at a conversion price equal to an average of 53% of market. As of March 31, 2014, these notes had a balance of $151,155 and were convertible into approximately 14 million shares as of that date.

The conversion price of the convertible note is subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.

As a result of the convertible note, the Company has determined that the conversion feature of the convertible notes and the warrants issued with the convertible debentures are embedded derivative instruments pursuant to ASC 815-40-05 “Derivatives and Hedging-Contracts in Entity’s Own Equity” and ASC 815-10-05 “Derivatives and Hedging – Overall,” the accounting treatment of these derivative financial instruments requires that the Company record the derivatives at their fair values as of the inception date of the note agreements and at fair value as of each subsequent balance sheet date as a liability. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date.

The fair value of the derivative liability at March 31, 2014 and March 31, 2013 was $8,874 and $29,580, respectively and are reflected on the Consolidated Balance Sheets.

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5. Line of Credit

12 Months Ended

Mar. 31, 2014

Debt Disclosure

5. Line of Credit

Note 5. Line of Credit

Morris Revolving Credit

At March 31, 2014 and March 31, 2013, Morris has $ 708,108 and $611,356 outstanding under a revolving credit line agreement that allows it to borrow up to a total of $1,200,000. The line of credit is secured by accounts receivable, guaranteed by a previous owner and is due August 27, 2012. The applicable interest rate under this agreement is based on the Prime Rate, plus 3.5% with a floor of 4.00%.

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Related Party Transaction, Description of Transaction (Tables)

12 Months Ended

Mar. 31, 2014

Tables/Schedules

Related Party Transaction, Description of Transaction

	March 31, 2014		March 31, 2013
Various notes payable with maturity dates ranging from 05/10/10 to 12/28/11.  Interest rates ranging from 4.0% to 18%.  Various warrants issued with an exercise price ranging between $0.10 and $0.50 per share.  Various notes contain a conversion feature allowing the holder to convert the debt into shares of common stock at a strike price between $0.30 and $0.50 per share.	$	130,704	$	130,704
Collateralized Notes Payable due October 2012, with
interest of 9.9%, collateralized by equipment as defined.		645,276		645,276
Notes payable to related party, from acquisition described in note 11, to previous owners of Smith, with interest of 8%, secured by all shares of Smith common stock, principal and interest due May 15, 2011.		210,000		210,000
Notes payable to related party, from acquisition described in note 11, to previous owners of Morris, with interest of 8%, secured by all shares of Morris common stock, principal and interest due May 15, 2011.		195,000		195,000
Amounts payable to related party, from acquisition described in note 11, to previous owners of Triple C, payment due November 10, 2010. The Company is currently in litigation and The Company has rescinded this acquisition to extend maturity.		-		-
Note payable to shareholder, with interest at 8.5%, due on demand.		171,563		206,718
Note payable to shareholder, with interest at 8.0%, due on demand.		40,176		40,088
Note payable to shareholder, with interest at 5.0%, due on demand.		48,750		48,750
Note payable to related party, from acquisition described in note 11, to previous owners of Cross Creek, with interest at 5.0%, principal and interest due on March 31, 2019.		3,745,615		3,745,615
Total	$	5,187,084	$	5,222,151

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9. Shareholders' Deficit

12 Months Ended

Mar. 31, 2014

Equity

9. Shareholders' Deficit

Note 9. Shareholders’ Deficit

Common Stock

Year Ended March 31, 2013

In April, 2012, the Company issued 1,444,473 common shares in satisfaction of convertible debt.

In April, 2012, the Company issued 649,996 common shares for services.

In May, 2012, the Company issued 3,445,614 common shares in satisfaction of convertible debt.

In June, 2012, the Company issued 1,857,143 common shares in satisfaction of convertible debt.

On June 30, 2012, the Company issued 20,000,000 common shares in conjunction with the sale of all of its interest in the discontinued operations of Triple C Transport, Cross Creek Trucking and Integrated Freight Services.

On August 3, 2012, the Company issued 10,000,000 common shares to Fuselier Consulting in accordance with the terms of a consulting contract.  The stock was valued at $.002, its fair market value at the date of issuance.

In August, 2012, the Company issued 5,000,000 common shares to Jackson Morris for services.  The stock was valued at $.002 per share, its fair market value at the date of issuance.

In October, 2012, the Company issued 30,247,500 common shares for services.  The stock was valued at $.005 per share, its fair market value at the date of issuance.

Year Ended March 31, 2014

In August, 2013, the Company issued 5,000,000 common shares for services at $0.0199 per share.

In October, 2013, the Company issued 5,606,061 common shares for services at $0.004 per share.

In December, 2013, the Company issued 60,000,000 common shares for accrued compensation to Officers of the Company.  The shares were valued using a volume weighted average price of $.0039 per share.

In February, 2014, the Company issued 73,407,828 common shares for accrued compensation to Officers of the Company.  The shares were valued using a volume weighted average price of $.0075 per share.

Warrants to Purchase Common Stock

The Company did not issue any new warrants to purchase Common Stock during the fiscal years ended March 31, 2014 and 2013.

The fair value for the warrants was estimated at the date of valuation using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		1.27- 2.19	%
Dividend yield		0.00	%
Volatility factor		172	%
Expected life	3-5 years

The relative fair value of warrants issued is calculated in accordance with ASC 470-20, Debt with Conversion and Other Options.

A summary of the warrant balances outstanding for the year ended March 31, 2014 and 2013 is presented below:

	Stock Awards		Average		Remaining
	Outstanding		Exercise		Contractual
	& Exercisable		Price		Term
Balance, April 1, 2012		14,394,890	$	0.23	2 years
Granted		-		0.00
Exercised		-		0.0
Expired/Cancelled		1,087,500		0.0		N/A
Balance, March 31, 2013		13,307,390	$	0.23	2 years
Granted		-		0.0	-
Exercised		-		0.0	-
Expired/Cancelled		360,000		0		N/A
Balance, March 31, 2014		12,947,390	$	0.23	2 years

As of March 31, 2014 and 2013, the number of warrants that were currently vested and expected to become vested was 12,947,390 and 13,307,390, respectively.

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7. Related Party Notes Payable

12 Months Ended

Mar. 31, 2014

Related Party Transactions

7. Related Party Notes Payable

Note 7. Related Party Notes Payable

Notes payable owed by the Company to related parties are as follows:

	March 31, 2014		March 31, 2013
Various notes payable with maturity dates ranging from 05/10/10 to 12/28/11.  Interest rates ranging from 4.0% to 18%.  Various warrants issued with an exercise price ranging between $0.10 and $0.50 per share.  Various notes contain a conversion feature allowing the holder to convert the debt into shares of common stock at a strike price between $0.30 and $0.50 per share.	$	130,704	$	130,704
Collateralized Notes Payable due October 2012, with
interest of 9.9%, collateralized by equipment as defined.		645,276		645,276
Notes payable to related party, from acquisition described in note 11, to previous owners of Smith, with interest of 8%, secured by all shares of Smith common stock, principal and interest due May 15, 2011.		210,000		210,000
Notes payable to related party, from acquisition described in note 11, to previous owners of Morris, with interest of 8%, secured by all shares of Morris common stock, principal and interest due May 15, 2011.		195,000		195,000
Amounts payable to related party, from acquisition described in note 11, to previous owners of Triple C, payment due November 10, 2010. The Company is currently in litigation and The Company has rescinded this acquisition to extend maturity.		-		-
Note payable to shareholder, with interest at 8.5%, due on demand.		171,563		206,718
Note payable to shareholder, with interest at 8.0%, due on demand.		40,176		40,088
Note payable to shareholder, with interest at 5.0%, due on demand.		48,750		48,750
Note payable to related party, from acquisition described in note 11, to previous owners of Cross Creek, with interest at 5.0%, principal and interest due on March 31, 2019.		3,745,615		3,745,615
Total	$	5,187,084	$	5,222,151

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8. Income Taxes

12 Months Ended

Mar. 31, 2014

Income Tax Disclosure

8. Income Taxes

Note 8. Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows:

	March 31, 2014			March 31, 2013
U.S. statutory federal rate, graduated		34.00	%		34.00	%
State income tax rate, net of Federal		3.6	%		3.6	%
Permanent book-tax differences		0	%		0	%
Net operating loss (NOL) for which no tax benefit was available.		-37.6	%		-37.6	%
Net tax rate		0.00	%		0.00	%

At March 31, 2014, deferred tax assets consisted of a net tax asset of approximately $7,520,000, due to operating loss carry forwards of approximately $20,000,000, which was fully allowed for, in the valuation allowance of $7,520,000.  The valuation allowance offsets the net deferred tax asset for which it was more likely than not that the deferred tax assets will not be realized.  The change in the valuation allowance for the year ended March 31, 2014 as compared to March 31, 2013 totaled approximately $564,000.  The net operating loss carry forwards expire through the year 2034.

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized.  At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets was no longer impaired and the allowance was no longer required.

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10. Commitments and Contingencies

12 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure

10. Commitments and Contingencies

Note 10. Commitments and Contingencies

Operating Leases

At March 31, 2014 the Company operated a virtual corporate office by utilizing the virtual office of the Chief Executive Officer in Southbury, Connecticut at the corporate offices of Fuselier and Co. in Danbury, Connecticut at no charge to the Company.  The value of this accommodation is deemed to be immaterial.

The Company leases approximately 15,000 square feet of office, and truck service space in Hamburg, Arkansas for the operations of Morris Transportation, Inc. by paying the mortgage payment on the property on a month to month basis.

The Company leases approximately 36,500 square feet of office, warehouse, and truck service space in Scotts Bluff, Nebraska from Colorado Holdings, a company controlled by Mr. Smith at a monthly rental of $4,000 per month.

The Company has multiple leases for trucks and trailers at various rental rates.  These leases are generally no longer than 5 years.

Total rent expense for the year ended March 31, 2014 was approximately $790,000. 

The Company’s commitments for minimum lease payments under these operating leases for the next five years as of March 31, 2014 are as follows:

Period ended March 31,
2014	$931,344
2015	931,344
2016	924,498
2017	794,544
2018	646,313

Employment Agreements

From time to time since 2008, the Company has entered into several five year employment agreements with executives of the Company. In 2013, we committed to pay executives a total of $275,000 per year, plus usual and customary benefits. The agreements also call for bonuses if the executives meet certain goals which are to be set by the board of directors annually.

Consulting Agreements

On August 3, 2012 our Board of Directors voted to engage Fuselier Consulting of Southbury, CT, as its strategic business consultant.  Under terms of the agreement, Fuselier will consult with our management regarding the execution of our restructuring, Fuselier will be compensated with the issuance of our stock.  The Board directed the Company to issue to Fuselier ten million shares of stock at signing and an additional two and a half million shares per quarter through the term of the agreement

Purchase Commitments

The Company’s purchase commitments for revenue equipment are always under negotiation and review. Upon execution of the purchase commitments, the Company anticipates that purchase commitments under contract will have a net purchase price of approximately $1,000,000 to $3,000,000 and are expected to be financed over an average of 4 to 7 years.

Active litigation:

As a lender to the Company and its subsidiaries, Hillair Capital Investments, LP partially funded the Company’s acquisition of Cross Creek and a portion of the Company’s working capital requirements in 2011 via two notes totaling $339,660.   Hillair initially sought $1,200,000 in unspecified damages in New York State.  In 2014, the Company settled with Hillair for $400,000 payable $100,000 down and $300,000 paid pro rata over the following three year period.   Under the court order the Company became in default of the agreement by its terms.   In the event of a default, Hillair’s recovery is limited to $450,000.   The Company continues to discuss with Hillair an economic resolution of the matter and has booked the full defaulted amount.  .

As a lender to the Company, Luberski, Inc., loaned the Company, via two Notes, $400,000 in 2011.   The Company defaulted on both loans and Luberski received a judgment against one of Company’s two subsidiaries.  In 2015, the Company and Luberski were actively negotiating the settlement of the outstanding balance.   The Company has booked reserves equivalent to the debt outstanding plus interest and fees that may become due.

In 2012, Chapman and Associates sued the Company for fees related to their introduction of two acquired subsidiaries of the Company and received a judgment for the full amount of the suit..   The Company has reserved $900,000 relating to this debt and in 2015 participated in negotiations with Chapman to settle.

The Nutmeg/Fortuna Fund litigation relates to the collection on a 2008 promissory note.  The Company has reserved $175,000 relating to this matter.   In 2015 we continued to participate in negotiations with Nutmeg to settle.

Other litigation:

On April 16, 2012, the Company entered into a forbearance agreement with Michael S. DeSimone, former owner of Cross Creek Trucking, Inc. As part of the agreement we issued a confession of judgment to Mr. DeSimone in the amount of $3,745,415 plus accrued interest.  We agreed to pay $5,000 per month commencing September 1, 2012 but are not currently in compliance with the agreement and are in negotiations to restructure the terms of the original agreement.

In January 2013 Robins Consulting, Inc. filed suit against us and our former CEO Paul Henley for $572,000 in broker fees related to the acquisition of Cross Creek Trucking.  We believe that Robins Consulting misrepresented the condition of Cross Creek in a material manner.  The Company is aggressively defending this case, has filed counterclaims, and has prepared a lawsuit against Robins for damages in excess of one million dollars.

Litigation in the normal course of business

We expect to be engaged in litigation from time to time in the normal course of our business as a motor freight carrier. Claims for worker’s compensation, auto accident, general liability and cargo and property damage are routine occurrences in the motor transportation industry. We have programs and policies which are designed to minimize the events that result in such claims. We maintain insurance against workers’ compensation, auto liability, general liability, cargo and property damage claims. We are responsible for deductible amounts up to $3,000 per accident. We periodically evaluate and adjust our insurance and claims reserves to reflect our experience. Our workers’ compensation claims are entirely covered by our insurance. Insurance carriers have raised premiums for many businesses, including truck transportation companies. As a result, our insurance and claims expense could increase, or we could raise our deductible when our policies are renewed. We believe that our policy of self-insuring up to set limits, together with our safety and loss prevention programs, are effective means of managing insurable costs.

Claims and Assessments

The Company is involved in certain claims and pending litigation arising from the normal conduct of business. Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, the Company believes the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, our results of operations or our liquidity.

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2. Discontinued Operations: 2. Discontinued Operations (Tables)

12 Months Ended

Mar. 31, 2014

Tables/Schedules

2. Discontinued Operations

Note 2. Discontinued Operations

On June 30, 2012, the Company sold 100% of the stock of Triple C Transport, Inc., Cross Creek Trucking, Inc., and Integrated Freight Services.

Triple C Transport Inc. a motorized freight carrier, was acquired in May of 2010 through a stock purchase agreement.  In October 2010, Triple C began to experience financial and operational difficulties that appeared too great to overcome.  The Company attempted to rescind the stock purchase agreement, and consequently determined to dispose of this entity.  As a result of the decision to sell Triple C, the Company has identified the assets and liabilities of Triple C Transport, Inc. as pertaining to discontinued operations, and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

Cross Creek Trucking Inc., a motorized freight carrier, was acquired in April 2011 through a stock purchase agreement.  Due to the financial and operational difficulties experienced with this business, the Company determined to cease its operations in December 2011.  As a result of the decision to sell Cross Creek, the Company has identified the assets and liabilities of Cross Creek Trucking, Inc. as pertaining to discontinued operations, and has segregated its operating results and presented them separately as a discontinued operation for all periods presented.

Integrated Freight Services was formed as a wholly owned subsidiary in February 2011 for the purpose of providing brokerage services to the various subsidiaries of the Company.  With the decision to dispose of Triple C and Cross Creek, the Company determined to cease activities of this subsidiary and dispose of it as well.  As a result of the decision to sell Integrated Freight Services, the Company has identified the assets and liabilities of Integrated Freight Services as pertaining to discontinued operations for all period’s presented

As a consequence of the sale on June 30, 2012 of 100% of the stock of these three entities, there are no longer any assets or liabilities to be accounted for as discontinued operations after this fiscal year ended March 31, 2013.

Summarized operating results for discontinued operations is as follows:
	Year			Year
	Ending			Ending
	March 31,			March 31,
	2014			2013
Revenue		$	-		$	-
Operating Expenses			-			-
Operating Income (Loss)			-			-
Other Income (Expense)			-			4,360,889
Income (Loss) from operations			-			4,360,889
Income tax benefit
Gain (loss) to be recognized from discontinued operations, net of tax		$	-		$	4,360,889

The gain (loss) from discontinued operations above do not include any income tax effect as the Company was not in a taxable position due to its continued losses and a full valuation allowance.

The Company had no remaining assets or liabilities associated with discontinued operations as of March 31, 2014 and 2013.

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Consolidated Statement of Changes in Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, shares at Mar. 31, 2012	43,865,606
Beginning Balance, amount at Mar. 31, 2012	$ 43,865	$ 8,948,878	$ (26,803,700)	$ 333,841	$ (17,477,116)
Common stock issued in exchange for services, shares	40,897,496
Common stock issued in exchange for services, amount	$ 40,898	146,980			187,878
Issue of common stock upon conversion of debentures, shares	6,747,230
Issue of common stock upon conversion of debentures, amount	$ 6,747	28,653			35,400
Common stock issued in conjunction with sale of Discontinued Operation, shares	20,000,000
Common stock issued in conjunction with sale of Discontinued Operation, amount	$ 20,000	34,000			54,000
Common stock issued as part of debt settlement, shares	5,000,000
Common stock issued as part of debt settlement, amount	$ 5,000	5,000			10,000
Noncontrolling interest share of subsidiary's net income			333,841	$ (333,841)
Net loss			4,812,458		4,812,458
Ending Balance, shares at Mar. 31, 2013	116,510,332
Ending Balance, amount at Mar. 31, 2013	$ 116,510	9,163,511	(21,657,401)		(12,377,380)
Issuance of common stock for compensation, shares	133,407,828
Issuance of common stock for compensation, amount	$ 133,408	650,592			784,000
Common stock issued in exchange for services, shares	10,606,061
Common stock issued in exchange for services, amount	$ 10,606	111,318			121,924
Net loss			(1,432,956)		(1,432,956)
Stockholders Equity at Mar. 31, 2013					(12,377,380)
Ending Balance, shares at Mar. 31, 2014	260,524,221
Ending Balance, amount at Mar. 31, 2014	$ 260,524	$ 9,925,421	$ (23,090,357)		$ (12,904,412)

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4. Intangible Assets

12 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure

4. Intangible Assets

Note 4. Intangible Assets

The Company purchased the stock of Morris and Smith in 2008, which resulted in the recognition of intangible assets. These intangible assets include the “employment and non-compete agreements” which are critical to the Company because of the management team’s business intelligence and customer relationship value which is required to execute the Company’s business plan. The intangibles also include their “company operating authority” and “customer lists.”

The Company operating authorities are tied to their motor carrier numbers that are issued and monitored by the U.S. Department of Transportation (USDOT). The USDOT issues a rating to each company which has a direct impact on that company’s ability to attract and maintain a stable customer base as well as reduce the Company’s insurance costs, one of the most significant expenditures for freight companies. Morris and Smith have the DOT’s highest rating, “Satisfactory,” which provides the Company with significant value. The customer lists adds value to the Company by providing an established cliental with established rates as well as predictable freight volume.

These intangible are as follows:

	March 31,			March 31,
	2014			2013
Employment and non-compete agreements	$	1,043,293		$	1,043,293
Company operating authority and customer lists		891,958			891,958
Total intangible assets		1,935,251			1,935,251
Less: accumulated amortization		(1,935,251	)		(1,935,251	)
Intangible assets, net	$	-		$	-

Amortization expense for the years ended March 31, 2014 and 2013 was $0 and $0 respectively.

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Notes Payable Consisted of The Following (Tables)

12 Months Ended

Mar. 31, 2014

Tables/Schedules

Notes Payable Consisted of The Following:

Notes Payable owed by Morris consisted of the following:

	March 31, 2014		March 31, 2013
Notes payable to Daimler Truck Financial, payable in monthly installments ranging from $569 to $5,687 including interest, through May 2013, with interest rates ranging from 5.34% to 8.07%, secured by equipment	$	-	$	19,953
Notes payable to GE Financial, payable in monthly installments ranging from $2,999 to $7,535 including interest, through April 2013, with interest rates ranging from 6.69% to 8.53%, secured by equipment		149,364		487,729
Notes payable to Wells Fargo Bank, payable in monthly installments  ranging from $569 to $5,687 including interest, through March 2017, with interest rates ranging from 7.00% to 7.25%, secured by equipment		574,547		367,652
Note payable to Mack Financial Services, payable in monthly installments of $8,359 including interest, through May 2016, with interest at 7.19% secured by equipment.		203,348		287,223
Note payable to Mack Financial Services, payable in monthly installments of $2,105 including interest, through May 2016, with interest at 7.19% secured by equipment.		59,096		76,309
Notes payable to Volvo Financial Services, payable in monthly installments ranging from $1,884 to $6,408 including interest, through October 2016, with interest rates ranging from 7.00% to 7.50%,  secured by equipment		859,337		1,122,166
Totals	$	1,845,692	$	2,361,032

Notes payable owed by Smith consisted of the following:

	March 31, 2014		March 31, 2013
Notes payable to bank,  payable in monthly installments of $60,000 including interest,  through December 2012, with interest at 9%, collateralized by substantially all of Smith assets	$	977,484	$	1,015,298
Notes payable to bank,  payable in monthly installments including interest, through June 2011, with interest at 6.5%, collateralized by substantially all of Smith assets		1,447,753		1,513,705
Note payable to Floyds, payable in monthly installments of $2,084, through November 2012, with interest at 8%, secured by a vehicle.		-		36,683
Note payable to Ally, payable in monthly installments of $599 including interest, through December 2015, with interest at 6%, secured by a vehicle.		11,503		18,019
Notes payable to John Deere, payable monthly including interest, secured by equipment		5,135		15,944
Unsecured, non-interest bearing note payable to Colorado Holdings Valley Bank, payable in monthly installments of $5,000, through 2023.		701,570		701,570
Total	$	3,143,445	$	3,301,219

Notes payable owed by Integrated Freight Corporation consisted of the following:

	March 31, 2014		March 31, 2013
Various notes payable with maturity dates ranging from 05/10/10 to 12/28/11.  Interest rates ranging from 4.0% to 18%.  Various warrants issued with an exercise price ranging between $0.10 and $0.50 per share.  Various notes contain a conversion feature allowing the holder to convert the debt into shares of common stock at a strike price between $0.30 and $0.50 per share.	$	1,083,101	$	1,083,101
Note payable to a former related party, with interest at 12.00%, a default judgment has been awarded to the holder, the Company intends to comply with the judgment when funds are available.		45,115		45,115
Note payable to Robins Consulting, payable in quarterly installments of  $60,000, through March 2012 and a final payment of $222,640 on June 30, 2012, with interest at 7.50%, secured by 1,056,300 shares of Integrated Freight Corporation stock		572,500		572,500
Convertible promissory notes with an investment firm, simple interest
of 8%, due in May 2012, convertible at the option of the holder at prices as defined.		151,155		151,155
Original Issue Discount Senior Debenture with an investment firm, due
April 2012, secured by Equipment.		343,200		343,200
Convertible note payable to Wall Street Angel Partners LLC dated August 16, 2012, bearing interest at 8%, with a maturity date of December 31, 2012.		23,000		23,000
Less: unamortized discount on notes payable		-
Totals	$	2,218,071	$	2,218,071

Summary

	IFC		Morris		Smith		Total
Current portion of notes payable  & other	$	2,218,071	$	688,854	$	2,648,451	$	5,555,376
Notes payable, net of current portion		-		1,156,838		494,994		1,651,832
Total as of March 31, 2014	$	2,218,071	$	1,845,692	$	3,143,445	$	7,207,208

Principal maturities of long term debt for the next five years are as follows	Year Ending
March 31,		Total
2014		$	5,555,376
2015			1,079,110
2016			425,736
2017			117,686
2018			29,300
Thereafter			-
			7,207,208