8-K

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

____________________________________________________________

FORM 8-K

CURRENT REPORT

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

___________________________________________________________________

Date of Report (Date of earliest event reported): August 29, 2016

INTEGRATED FREIGHT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Florida	000-14273	84–0868815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

42 Lake Avenue Extension – 208 Danbury, Connecticut	06811
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 628-7142

____________None______________

(Former name or former address, if changed since last report)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

On August 29, 2016, the Securities and Exchange Commission (“SEC) issued a letter addressing the reporting requirements of the Integrated Freight Corporation (the “Company”) pointing out the delinquent filing status of the Company, and establishing a timeline for the Company to come into compliance.  

The Company and its counsel have responded to the SEC’s concerns over our previously filed 14-C which could permit deregistration of the Company, as well as their concern over the delinquency of our reporting.  

We have formally requested additional time to complete the reviews and audits necessary to bring into full compliance, as well as addressed their concern regarding delisting due to an insufficient shareholder base after completion of the reverse stock split.

We are currently awaiting their response, but choose to make public the private communications between the SEC and the Company so that shareholders are fully aware of our current intentions.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit	Description
EX-99.1	SEC Letter of August 29, 2016
EX-99.2	Company response to SEC September 23, 2016
EX-99.3	Attorney response to SEC October 6, 2016

SIGNATURES

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

Integrated Freight Corporation

/s/ David N. Fuselier

David N. Fuselier

Chairman, President and Chief Executive Officer

Date: October 26, 2016

EX-99

JACKSON L. MORRIS

Attorney at Law

Admitted in Florida and Georgia

October 6, 2016

Correspondence submitted via the EDGAR System

Justin Dobbie, Legal Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C.  29549

Re:   Integrated Freight Corporation

Preliminary Information Statement on Schedule 14C

Filed July 22, 2016

File No. 000-14273

Attn:  Donald E. Field

Dear Mr. Dobbie:

This is in response to your letter dated August 5, 2016 with respect to the above referenced submission to the Commission.  Your letter requested the Registrant's "analysis as to the applicability of Rule 13e-3 under the Securities Exchange Act of 1934 to the proposed reverse stock split. Your analysis should address the number of record holders before and after the proposed reverse stock split."

With respect to your last sentence quoted above, the number of pre and post-split record holders is set forth in the Preliminary Information Statement.  Before the reverse, the number is 586.  After the reverse, the number is ninety-three.  The Registrant's board has under consideration a change in the reverse split factor to 1:10 from 1:1000, but the number of resulting record holders will only increase to 124 from ninety-three because so many of the current record holders have less than ten shares.

Rule 13e-3 defines "going private transactions" to include, in pertinent part at (a)(3)(ii)(A), a transaction with the effect of:

"Causing any class of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Act to become eligible for termination of registration under Rule 12g-4 (§240.12g-4) or Rule 12h-6 (§240.12h-6), or causing the reporting obligations with respect to such class to become eligible for termination under Rule 12h-6 (§240.12h-6); or suspension under Rule 12h-3 (§240.12h-3) or section 15(d);"

3116 West North A Street ® Tampa, Florida  33609-1544

Phone 813–874–8854 ® Cell 813–892–5969 ® Fax 800–310–1695  ® Skype jackson.morris.tampa

e-mail: jackson.morris@verizon.net; jackson.morris@rule144solution.com

www.Rule144Solution.com

Justin Dobbie, Legal Branch Chief

October 6, 2016

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Schedule 13e-3 requires certain (burdensome) disclosures with respect to "going private transactions".

Both the approved 1:1000 reverse and the possible 1:10 reverse would enable the Registrant to avail itself of voluntary deregistration under Rule 12g-4(a)(1) or (2).

"Going private" is not the purpose of the Registrant's reverse stock split.  The purpose of the reverse split is to reduce the number of issued and outstanding shares to a level that will give its stock price a chance to reach a level above the penny stock range.  Unfortunately, the Registrant has been forced to rely on convertible debt to fund its ongoing operations and conversions thereof have resulting in the “explosion” of its issued and outstanding.  And, the reverse stock split will "cash out" the record holders of very small numbers of shares who do not have a viable investment in any case.

The Registrant does not intend to utilize the reduction in stockholders of record below the 300 level as a basis to voluntarily deregister under the ‘34 Act.  In fact, reflected in the September 23 letter (attachment Ltr – 16 09-23 IFC invol deregistration.pdf) from Mr. Fuselier (Chief Executive Officer of the Registrant) attn: Marva Simpson, Special Counsel in your division’s Office of Enforcement Liaison, the Registrant has requested forbearance of the Commission in its proposed involuntary deregistration of the Registrant based on delinquency in the Registrant's reports under the '34 Act.  Mr. Fuselier’s letter is in response to Ms. Simpson’ letter dated August 29 (attachment LTR – SEC 16 08-29 invol deregistration.pdf).

In lieu of the Schedule 13e-3 disclosure in its Schedule 14C information statement, the Registrant proposes to disclose and represent as an undertaking that it does not intend (or will not) use the reduction in its record holders as an opportunity to voluntarily deregister under the ‘34 Act.

Before filing a definitive 14C information statement, the Registrant proposes to and seeks your concurrence with respect to omission from its definitive 14C information statement of the Schedule 13e-3 information based on its representation and undertaking, described above, undertaking that it does not intend (or will not) use the reduction in its record holders as an opportunity to voluntarily deregister under the ‘34 Act.

Very truly yours,

/s/  Jackson L. Morris

Jackson L. Morris

cc:  David N. Fuselier, CEO

       Integrated Freight Corporation

Attachments:

       Ltr – 16 09-23 IFC invol deregistration.pdf

       LTR – SEC 16 08-29 invol deregistration.pdf

EX-99

Integrated Freight Corporation

42 Lake Avenue Extension Suite 208

Danbury, CT 06811

September 23^rd, 2016

Securities Exchange Commission

Att.  Marva Simpson, Special Counsel Office of Enforcement Liaison

Division of Corporation Finance

100 F Street E

Washington DC 20549

Re.:    Letter of Intent re SEC Filings

Integrated Freight Corp.

File# 0-14273

Via.:  Facsimile# 202-772-9207

Dear Ms. Simpson:

I am writing you today to request of forbearance of any administrative action to revoke its registration under the Securities Exchange Act of 1934, as well as any potential suspension in the trading of the Company's securities.   Integrated Freight Corporation (the "Company") recognizes it has fallen delinquent in its reporting requirements under Section 13(a) of the Securities Act of 1934.   The Company has recently taken steps to cure this deficiency, and believes that a one hundred and twenty (120) day forbearance should allow the Company to file the delinquent as well as any upcoming filings necessary to cure the delinquency.

Therefore, I would like to take this opportunity to submit this Letter of Intent (LOI) with respect to Integrated Freight Corporation's (the "Company") plan of action to regain its status as current in its filings with the Securities Exchange Commission (SEC).

A review of the Company’s SEC filings on the EDGAR database indicates that the last Form 10-K was filed on May 30^th, 2015 for the fiscal year ended March 31^st, 2014.  Subsequently, the Company filed quarterly reports for the periods ended June 30^th, September 30^th, and December 31^st, 2014.

Therefore, the Company believes that the most effective plan of action to bring its filings current with the SEC is to file the delinquent reports in the proper chronological order of their required filing deadlines.

•

Form 10-K for the fiscal year ended March 31^st, 2015

•

Form 10-Q for the quarter ended June 30^th, 2015

•

Form 10-Q for the quarter ended September 30^th, 2015

•

Form 10-Q for the quarter ended December 31^st, 2015

•

Form 10-K for the fiscal year ended March 31", 2016

•

Form 10-Q for the quarter ended June 30^th, 2016

•

Form 10-Q for the quarter ended September 30^th, 2016

•

All other filings that are deemed necessary to regain its status as current in its filings.

The Company has recently retained outside consultants in order to aid and assist its efforts in this process.    Specifically, the Company has retained a PCAOB registered accountant to assist in the preparation of its financial statement for audit by an independent PCOAB registered audit firm.  The Company has retained two (2) additional consultants who are experienced with the preparation of securities filings and who have experience with similar projects.

We believe that the Company now has the team in place that will allow it to complete the necessary audits and submit the past due filings to the SEC.  Very importantly, we believe that the Company will then be able to submit future filings to the SEC without falling behind in our filing requirements.

Therefore, we respectively request that the SEC grant the Company a one hundred and twenty (120) day forbearance of any administrative action to revoke its registration under the Securities Exchange Act of 1934.

Sincerely,

/s/ David Fuselier

David Fuselier, CEO

Integrated Freight Corporation

EX-99

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            DIVISION OF

           CORPORATION FINANCE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

August 29, 2016

CERTIFIED MAIL

TRACKING #7013 1090 0000 8974 9978

RETURN RECEIPT REQUESTED

David N. Fuselier, CEO Integrated Freight Corp.

42 Lake Avenue Extension - 20S Danbury, CT 06811

Re:

Integrated Freight Corp.

File No. 0-14273

Dear Mr. Fuselier:

We are writing to address the reporting responsibilities under the Securities Exchange Act of 1934 of the referenced company.  For ease of discussion in this letter, we will refer to the referenced company as the "'Registrant.”

It appears that the Registrant is not in compliance with its reporting requirements under Section l3(a) of the Securities Exchange Act of 1934.   If the Registrant is in compliance with its reporting requirements, please contact us (through the contact person specified below) within fifteen days from the date of this letter so we can discuss the reasons why our records do not indicate that compliance.  If the Registrant is not in compliance with its reporting requirements, it should file all required reports within fifteen days from the date of this letter.

If the Registrant has not filed all required reports within fifteen days from the date of this letter, please be aware that the Registrant may be subject, without further notice, to an administrative proceeding to revoke its registration under the Securities Exchange Act of 1934. This administrative proceeding would be brought by the Commission’s Division of Enforcement pursuant to Section 12(j) of the Securities Exchange Act of 1934.   If the Registrant's stock is trading, it also may be subject to a trading suspension by the Commission pursuant to Section 12(k) of the Securities Exchange Act of 1934.

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Finally, please consider whether the Registrant is eligible to terminate its registration under the Securities Exchange Act of 1934.   If the Registrant is eligible to terminate its registration. it would do so by filing a Form 15 with the Commission.  While the filing of a Form 15 may cease the Registrants on-going requirement to file periodic and current reports, it would not remove the Registrant's obligation to file all reports required under Section 13(a) of the Securities Exchange Act of 1934 that were due on or before the date the Registrant filed its Form 15.  Again, if the Registrant is eligible to terminate its registration under the Securities Exchange Act of 1934, please note that the filing of a Form 15 would not remove the Registrant's requirement to file delinquent Securities Exchange Act of 1934 reports -- the Registrant would still be required to file with the Commission all periodic reports due on or before the date on which the Registrant filed a Form 15.

If you should have a particular question in regard to this letter, please contact the undersigned at (202) 551-3245 or by fax at (202) 772-9207.

Sincerely,

/s/ Marva D. Simpson

Marva D. Simpson

Special Counsel

Office of Enforcement Liaison

Division of Corporation Finance