10-Q/A

FORM 10-Q/A FOR THE PERIOD ENDED 6/30/2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/Amendment 2

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2014 [First Quarter]
☐	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: 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.

42 Lake Avenue Extension - 208 Danbury, Connecticut	06811
(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	(None)

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 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 Exchange Act). YES o NO ☑

The number of shares outstanding of each of the issuer's classes of common stock at June 8, 2015 was 595,254,541 shares.

EXPLANATORY NOTE:

The purpose of this Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the “Form 10Q”), originally filed with the U.S. Securities and Exchange Commission on March 9, 2015 is to furnish Exhibit 101 to the Form 10-Q (Interactive Data or XBRL files) which were not attached.  

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

SIGNATURES

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

Integrated Freight Corporation
By	/s/ David N. Fuselier
	David N. Fuselier Principal Executive Officer and Principal Financial and Accounting Officer

     DATED: August 7, 2015

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Note 4. Accrued Expenses

3 Months Ended

Jun. 30, 2014

Notes

Note 4. Accrued Expenses

Note 4. Accrued Expenses

At June 30, 2014 and March 31, 2014, accrued expenses and liabilities consisted of the following:

	June 30, 2014		March 31, 2014
Accrued interest	$	2,089,118	$	1,851,592
Accrued officer compensation		160,000		80,000
Accrued payroll expenses		169,757		168,658
Accrued expenses - other		91,883		73,412
	$	2,510,758	$	2,173,662

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Note 3. Intangible Assets

3 Months Ended

Jun. 30, 2014

Notes

Note 3. Intangible Assets

Note 3. 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 assets are as follows:

	June 30,			March 31,
	2014			2014
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 three months ended June 30, 2014 and 2013 was $0 and $0 respectively.

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Consolidated Balance Sheets - USD ($)	Jun. 30, 2014	Mar. 31, 2014
Assets
Cash	$ 41,305	$ 35,818
Accounts receivables, net of allowance for doubtful accounts of $50,000	2,848,547	2,426,976
Prepaid expenses and other assets	343,690	360,052
Total current assets	3,233,542	2,822,846
Property and equipment, net of accumulated depreciation	1,814,458	1,962,039
Total assets	5,048,000	4,784,885
Liabilities and Stockholders' Deficit
Bank overdraft	283,297	266,042
Accounts payable	1,472,559	1,417,189
Accrued expenses and other liabilities	2,510,758	2,173,662
Other Liabilities	721,130	721,130
Line of credit	649,950	708,108
Notes payable - related parties	5,170,466	5,187,084
Current portion of notes payable	5,538,245	5,555,376
Total current liabilities	16,346,405	16,028,591
Derivative liability	7,414	8,874
Notes payable, net of current portion and debt discount	1,330,393	1,651,832
Total long-term liabilities	1,337,807	1,660,706
Total liabilities	17,684,212	17,689,297
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	260,524
Additional paid-in capital	9,925,421	9,925,421
Accumulated deficit	(22,822,157)	(23,090,357)
Total Integrated Freight Corporation stockholders' deficit	(12,636,212)	(12,904,412)
Total liabilities and stockholders' deficit	$ 5,048,000	$ 4,784,885

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Note 1. Nature of Operations and Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2014

Notes

Note 1. Nature of Operations and Summary of Significant Accounting Policies

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Business

Integrated Freight Corporation, (a Florida corporation,) and subsidiaries (the "Company") is a niche motor freight carrier delivering dry, refrigerated and hazardous waste commodities throughout the United States and with corporate headquarters in Danbury, 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. As such, we provide long-haul, regional and local service to our customers.  The Company is subject to regulation by the Department of Transportation and numerous state regulatory authorities.

Principles of Consolidation

The accompanying consolidated balance sheet as of March 31, 2014 has been derived from audited financial statements.

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company's latest Form 10-K.

The consolidated financial statements include the financial statements of the Company, and its wholly owned subsidiaries as of June 30, 2014 and 2013.  All material intercompany transactions have been eliminated.

We have 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.

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 June 30, 2014 and March 31, 2014, and the results of operations and cash flows for the three months ended June 30, 2014 and 2013.

Subsequent Events

The Company has evaluated subsequent events through May 29, 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 $41,305 and $35,818 at June 30, 2014 and March 31, 2014 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 June 30 and March 31, 2014.

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 June 30 and March 31, 2014.

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.

Impairment of Long-lived Assets

The Company evaluates the carrying value of its long-lived assets 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 are reported at the lower of the carrying value or fair value, less costs to sell.  There has been no impairment as of June 30 and March 31, 2014.

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 three months ended June 30, 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 June 30 and March 31, 2014, 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 June 30 and March 31, 2014, the Company had $649,950 and $708,108 outstanding under its revolving credit agreement, and $12,039,104 and $12,394,292, including $5,170,466 and $5,187,084 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 June 30, 2014 and March 31, 2014, 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 June 30 and March 31, 2014, 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

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  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 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 which may eliminate 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 June 30, 2014 there were 8,562,390 warrants outstanding, of which 620,883 were included in the calculation of net income (loss) per share-diluted because they were dilutive. In addition, the Company had convertible promissory notes that were also included because they were 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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Note 2. Property and Equipment

3 Months Ended

Jun. 30, 2014

Notes

Note 2. Property and Equipment

2. Property and Equipment

Property and equipment consist of the following at June 30, 2014:

	IFC		Morris			Smith			Total
Land, Buildings and Improvements	$	-	$	1,969		$	15,797		$	17,766
Tractors and Trailers		-		3,274,557			2,882,981			6,157,538
Vehicles		-		29,934			106,407			136,341
Furniture, Fixtures and Equipment		-		221,828			284,625			506,453
Less: accumulated depreciation		-		(1,884,303	)		(3,119,337	)		(5,003,640	)
Total	$	-	$	1,643,985		$	170,473		$	1,814,458

Depreciation expense totaled $147,582 and $207,582 for the three months ended June 30, 2014 and 2013

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			506,453
Less: accumulated depreciation		-		(1,742,790	)		(3,117,801	)		(4,860,591	)
Total	$	-	$	1,785,498		$	176,541		$	1,962,039

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2014	Mar. 31, 2014
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	260,524,221
Common stock, outstanding shares	260,524,221	260,524,221

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Note 12. Related Party Transactions

3 Months Ended

Jun. 30, 2014

Notes

Note 12. Related Party Transactions

Note 12. 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 ($)	3 Months Ended
	Jun. 30, 2014	Sep. 30, 2014
Document And Entity Information
Entity Registrant Name	INTEGRATED FREIGHT CORP
Entity Central Index Key	0000783284
Document Type	10-Q
Document Period End Date	Jun. 30, 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		$ 3,038,858
Entity Common Stock, Shares Outstanding	595,254,541
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015
Trading Symbol	ifcr
Amendment Description	Amendment 2

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Note 13. Subsequent Events

3 Months Ended

Jun. 30, 2014

Notes

Note 13. Subsequent Events

Note 13. 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 8,728,265 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 December, 2015 the Company issued 8,023,529 common shares as part of a negotiated settlement on debt

In January, 2015, the Board approved an amendment to the Articles of Incorporation relative to its capital structure to create new classes of stock by authorizing Ninety Million (90,000,000) shares of Series A Preferred Stock with a par value of $.005, and Three Hundred Million (300,000,000) shares of Preferred Stock with preferences to be determined by the board at a later date.

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

In January, 2015, the Company authorized 21,072,793 common shares as part of negotiated settlements on various debts.  These shares were issued in May 2015.

In February, 2015, the Company issued 36,310,721 common shares in satisfaction of convertible debt

In February, 2015, the Company issued 2,050,000 common shares as part of a negotiated settlement on debt

In March, 2015, the Company issued 40,223,804 common shares in satisfaction of convertible debt

In March 2015, the Company issued ten year warrants to purchase 20,000,000 common shares, with an exercise price of $.005, for services.

In April 2015, the Company issued 43,249,254 common shares in satisfaction of convertible debt.

In May 2015, the Company issued 35,945,000 common shares in satisfaction of convertible debt.

In May 2015, the Company issued 26,519,682 common shares for accrued compensation to Officers of the Company.

In May 2015, the Company issued 2,500,000 common shares for services.

In June 2015, the Company issued 31,387,561 common shares in satisfaction of convertible debt.

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Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Income Statement
Revenue	$ 4,986,426	$ 5,200,625
Operating Expenses
Rents and transportation	1,279,273	1,301,765
Wages, salaries and benefits	1,199,488	1,198,489
Fuel and fuel taxes	1,375,745	1,437,592
Depreciation and amortization	147,582	207,582
Insurance and claims	243,925	300,615
Operating taxes and licenses	79,885	57,983
General and administrative	281,766	360,183
Total Operating Expenses	4,607,664	4,864,209
(Loss)/Gain from continuing operations	378,762	336,416
Other Income (Expense)
Gain/(loss) on change of fair value of derivative liability	1,460	1,628
Interest	(303,769)	(383,427)
Other income (expense)	133,203	28,092
Gain (Loss) on Disposition of Assets	(58,544)	1,982
Total Other Income (Expense)	(110,562)	(351,725)
Net Income (loss)	$ 268,200	$ (15,309)
Earnings Per Share, Basic	$ 0.00	$ 0.00
Weighted Average Number of Shares Outstanding, Basic	260,524,221	116,510,332
Earnings Per Share, Diluted	$ 0.00	$ 0.00
Weighted Average Number of Shares Outstanding, Diluted	282,303,131	116,510,332

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Note 7. Notes Payable

3 Months Ended

Jun. 30, 2014

Notes

Note 7. Notes Payable

Note 7. Notes Payable

Notes Payable owed by Morris consisted of the following:

	June 30, 2014		March 31, 2014
Notes payable to GE Financial, payable in monthly installments ranging from $2,999 to $7,535 including interest, with interest rates ranging from 6.69% to 8.53%, secured by equipment		141,578		149,364
Notes payable to Wells Fargo Bank, payable in monthly installments  ranging from $569 to $5,687 including interest, with interest rates ranging from 7.00% to 7.25%, secured by equipment		478,004		574,547
Note payable to Mack Financial Services, payable in monthly installments of $8,359 including interest, with interest at 7.19% secured by equipment.		180,318		203,348
Note payable to Mack Financial Services, payable in monthly installments of $2,105 including interest, with interest at 7.19% secured by equipment.		53,702		59,096
Notes payable to Volvo Financial Services, payable in monthly installments ranging from $1,884 to $6,408 including interest, with interest rates ranging from 7.00% to 7.50%,  secured by equipment		787,933		859,337
Totals	$	1,641,535	$	1,845,692

Notes payable owed by Smith consisted of the following:

	June 30, 2014		March 31, 2014
Notes payable to bank,  payable in monthly installments of $60,000 including interest, with interest at 9%, collateralized by substantially all of Smith assets	$	861,283	$	977,484
Notes payable to bank,  payable in monthly installments including interest, with interest at 6.5%, collateralized by substantially all of Smith assets		1,432,753		1,447,753
Note payable to Ally, payable in monthly installments of $599 including interest, with interest at 6%, secured by a vehicle.		9,831		11,503
Notes payable to John Deere, payable monthly including interest, secured by equipment		3,595		5,135
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	$	3,009,032	$	3,143,445

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

	June 30, 2014		March 31, 2014
Various notes payable, currently payable on demand.  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, currently payable on demand, 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%, currently payable on demand, convertible at the option of the holder at prices as defined.		151,155		151,155
Original Issue Discount Senior Debenture with an investment firm, currently payable on demand, secured by Equipment.		343,200		343,200
Convertible note payable to Wall Street Angel Partners LLC dated August 16, 2012, bearing interest at 8%, currently payable on demand.		23,000		23,000
Totals	$	2,218,071	$	2,218,071

Summary

	IFC		Morris		Smith		Total
Notes payable, current portion	$	2,218,071	$	688,263	$	2,631,911	$	5,538,245
Notes payable, net of current portion		-		953,272		377,121		1,330,393
Total as of June 30, 2014	$	2,218,071	$	1,641,535	$	3,009,032	$	6,868,638

Principal maturities of long term debt for the next five years are as follows	Year Ending
	June 30,	Total
	2015	$	5,538,245
	2016		934,635
	2017		299,144
	2018		88,798
	2019		7,816
	Thereafter		-
			6,868,638

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 parent company has certain obligations that are in default and currently payable on demand.  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.

The Company has determined that the conversion features of convertible notes and warrants issued with convertible notes 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 June 30, 2014 and March 31, 2014 was $7,414 and $8,874, respectively and are reflected on the Consolidated Balance Sheets.

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Note 6. Line of Credit

3 Months Ended

Jun. 30, 2014

Notes

Note 6. Line of Credit

Note 6. Line of Credit

Morris Revolving Credit

At June 30 and March 31, 2014, 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 and guaranteed by a previous owner. 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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Debt

3 Months Ended

Jun. 30, 2014

Debt:

Schedule of Debt

Notes Payable owed by Morris consisted of the following:

	June 30, 2014		March 31, 2014
Notes payable to GE Financial, payable in monthly installments ranging from $2,999 to $7,535 including interest, with interest rates ranging from 6.69% to 8.53%, secured by equipment		141,578		149,364
Notes payable to Wells Fargo Bank, payable in monthly installments  ranging from $569 to $5,687 including interest, with interest rates ranging from 7.00% to 7.25%, secured by equipment		478,004		574,547
Note payable to Mack Financial Services, payable in monthly installments of $8,359 including interest, with interest at 7.19% secured by equipment.		180,318		203,348
Note payable to Mack Financial Services, payable in monthly installments of $2,105 including interest, with interest at 7.19% secured by equipment.		53,702		59,096
Notes payable to Volvo Financial Services, payable in monthly installments ranging from $1,884 to $6,408 including interest, with interest rates ranging from 7.00% to 7.50%,  secured by equipment		787,933		859,337
Totals	$	1,641,535	$	1,845,692

Notes payable owed by Smith consisted of the following:

	June 30, 2014		March 31, 2014
Notes payable to bank,  payable in monthly installments of $60,000 including interest, with interest at 9%, collateralized by substantially all of Smith assets	$	861,283	$	977,484
Notes payable to bank,  payable in monthly installments including interest, with interest at 6.5%, collateralized by substantially all of Smith assets		1,432,753		1,447,753
Note payable to Ally, payable in monthly installments of $599 including interest, with interest at 6%, secured by a vehicle.		9,831		11,503
Notes payable to John Deere, payable monthly including interest, secured by equipment		3,595		5,135
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	$	3,009,032	$	3,143,445

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

	June 30, 2014		March 31, 2014
Various notes payable, currently payable on demand.  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, currently payable on demand, 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%, currently payable on demand, convertible at the option of the holder at prices as defined.		151,155		151,155
Original Issue Discount Senior Debenture with an investment firm, currently payable on demand, secured by Equipment.		343,200		343,200
Convertible note payable to Wall Street Angel Partners LLC dated August 16, 2012, bearing interest at 8%, currently payable on demand.		23,000		23,000
Totals	$	2,218,071	$	2,218,071

Summary

	IFC		Morris		Smith		Total
Notes payable, current portion	$	2,218,071	$	688,263	$	2,631,911	$	5,538,245
Notes payable, net of current portion		-		953,272		377,121		1,330,393
Total as of June 30, 2014	$	2,218,071	$	1,641,535	$	3,009,032	$	6,868,638

Principal maturities of long term debt for the next five years are as follows	Year Ending
	June 30,	Total
	2015	$	5,538,245
	2016		934,635
	2017		299,144
	2018		88,798
	2019		7,816
	Thereafter		-
			6,868,638

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Note 10. Shareholders' Deficit

3 Months Ended

Jun. 30, 2014

Notes

Note 10. Shareholders' Deficit

Note 10. Shareholders' Deficit

Common Stock

The Company did not issue any Common Stock during the three months ended June 30, 2014

Warrants to Purchase Common Stock

The Company did not issue any Warrants to purchase Common Stock during the three months ended June 30, 2014.

A summary of the warrant balances outstanding for the three months ended June 30, 2014 is presented below:

	Stock Awards		Average		Remaining
	Outstanding		Exercise		Contractual
	& Exercisable		Price		Term
Balance, March 31, 2013		13,307,390	$	0.23	2 years
Granted		-		0.00
Exercised		-		0.0
Expired/Cancelled		360,000		0.0	N/A
Balance, March 31, 2014		12,947,390	$	0.23	2 years
Granted		-		0.0	-
Exercised		-		0.0	-
Expired/Cancelled		4,835,000		0	N/A
Balance, June 30, 2014		8,562,390	$	0.23	2 years

As of June 30, 2014 and March 31, 2014, the number of warrants that were currently vested and expected to become vested was 8,562,390 and 12,947,390, respectively.

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Note 8. Related Party Notes Payable

3 Months Ended

Jun. 30, 2014

Notes

Note 8. Related Party Notes Payable

Note 8. Related Party Notes Payable

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

	June 30, 2014		March 31, 2014
Various notes payable to related party with interest at 8%, currently payable on demand.	$	130,704	$	130,704
Collateralized Notes Payable currently due on demand with interest of 9.9%, collateralized by equipment as defined.		645,276		645,276
Notes payable to related party, with interest at 8%, secured by all shares of Smith common stock, currently payable on demand.		210,000		210,000
Notes payable to related party, with interest at 8%, secured by all shares of Morris common stock, currently payable on demand.		195,000		195,000
Note payable to shareholder, with interest at 8.5%, due on demand.		149,945		171,563
Note payable to shareholder, with interest at 8.0%, due on demand.		40,176		40,176
Note payable to shareholder, with interest at 5.0%, due on demand.		53,750		48,750
Note payable to related party, with interest at 5.0%, principal and interest due on March 31, 2019.		3,745,615		3,745,615
Total	$	5,170,466	$	5,187,084

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Note 9. Income Taxes

3 Months Ended

Jun. 30, 2014

Notes

Note 9. Income Taxes

Note 9. Income Taxes

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

	June 30, 2014			June 30, 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 June 30, 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 net operating loss carry forwards expire through the year 2034.

The valuation allowance is evaluated at the end of each fiscal 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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Note 11. Commitments and Contingencies

3 Months Ended

Jun. 30, 2014

Notes

Note 11. Commitments and Contingencies

Note 11. Commitments and Contingencies

Operating Leases

At June 30, 2014 the Company operated from the corporate office of the Chief Executive Officer 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 operating leases for trucks and trailers at various rates and are generally no longer than five years.

Total facility and equipment lease expense for the three months ended June 30, 2014 was approximately $281,981.

The Company's commitments for minimum lease payments under these operating leases for the next five years as of June 30, 2014 are as follows:

Period ended June 30,
2015	$931,344
2016	931,344
2017	924,498
2018	794,544
2019	646,313

Employment Agreements

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

Consulting Agreements

On August 3, 2012 our Board of Directors voted to engage Fuselier Consulting of Danbury, CT, as its strategic business consultant.  Under terms of the agreement, Fuselier will consult with our management regarding the execution of our restructuring and 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.  This agreement was terminated in May 2014.

Purchase Commitments

The Company's purchase commitments for revenue equipment are continually negotiated and reviewed.  Upon execution of 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 pro rata over the subsequent 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 reserved 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 the Company's two subsidiaries.  In 2015, the Company and Luberski actively negotiated the settlement of the outstanding balance.   The Company has booked reserves equivalent to the debt outstanding plus interest and fees.

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.

In April 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.  The Company is in active negotiations to resolve this matter and has reserved $572,000 against this contingent liability.

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 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 will not have a material adverse effect on our financial condition, our results of operations or our liquidity.

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Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 268,200	$ (15,309)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	147,582	207,582
(Gain) Loss on Disposition of Assets	(58,544)	1,982
Increases/decreases in operating assets and liabilities
Accounts receivable	(421,571)	89,629
Prepaid expenses and other assets	16,362	21,506
Accounts payable and accrued expenses	409,720	(299,791)
Derivative liability	(1,460)	(1,628)
Net cash (used) in/provided by operating activities	360,289	1,989
Cash flows from investing activities:
Purchase of property and equipment		(179,163)
Proceeds from asset disposition	58,544
Net cash used in investing activities	58,544	(179,163)
Cash flows from financing activities:
Repayments of notes payable	(338,570)	(2,000)
Proceeds from (Repayments of) Related Party Debt	(16,618)
Proceeds from (Repayments of) Lines of Credit	(58,158)	170,004
Net cash (used) in/provided by financing activities	(413,346)	168,004
Net change in cash	5,487	(9,170)
Cash, beginning of period	35,818	81,429
Cash, end of period	$ 41,305	$ 72,259

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Note 5. Other Liabilities

3 Months Ended

Jun. 30, 2014

Notes

Note 5. Other Liabilities

Note 5. Other liabilities

At June 30, 2014 and March 31, 2014, other liabilities consist of three judgments totaling $721,130 arising from prior litigation.

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Related Party Disclosures

3 Months Ended

Jun. 30, 2014

Related Party Disclosures:

Schedule of Related Party Transactions

[«XZHG9CKH|Level=3|Label=Schedule of Related Party Transactions|Abstract=us-gaap:RelatedPartyTransactionsAbstract|Tag=us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock»

	June 30, 2014		March 31, 2014
Various notes payable to related party with interest at 8%, currently payable on demand.	$	130,704	$	130,704
Collateralized Notes Payable currently due on demand with interest of 9.9%, collateralized by equipment as defined.		645,276		645,276
Notes payable to related party, with interest at 8%, secured by all shares of Smith common stock, currently payable on demand.		210,000		210,000
Notes payable to related party, with interest at 8%, secured by all shares of Morris common stock, currently payable on demand.		195,000		195,000
Note payable to shareholder, with interest at 8.5%, due on demand.		149,945		171,563
Note payable to shareholder, with interest at 8.0%, due on demand.		40,176		40,176
Note payable to shareholder, with interest at 5.0%, due on demand.		53,750		48,750
Note payable to related party, with interest at 5.0%, principal and interest due on March 31, 2019.		3,745,615		3,745,615
Total	$	5,170,466	$	5,187,084