0001079974-11-000369.txt : 20110510 0001079974-11-000369.hdr.sgml : 20110510 20110510130911 ACCESSION NUMBER: 0001079974-11-000369 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110502 ITEM INFORMATION: Other Events FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED FREIGHT Corp CENTRAL INDEX KEY: 0000783284 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 840868815 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14273 FILM NUMBER: 11826938 BUSINESS ADDRESS: STREET 1: SUITE 200, 6371 BUSINESS BOULEVARD CITY: SARASOTA STATE: FL ZIP: 34240 BUSINESS PHONE: 941-907-8372 MAIL ADDRESS: STREET 1: SUITE 200, 6371 BUSINESS BOULEVARD CITY: SARASOTA STATE: FL ZIP: 34240 FORMER COMPANY: FORMER CONFORMED NAME: PLANGRAPHICS INC DATE OF NAME CHANGE: 20020510 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SOLUTIONS INC /CO/ DATE OF NAME CHANGE: 19981015 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SPATIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19980710 8-K/A 1 integrated8ka1_5102011.htm integrated8ka1_5102011.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report:  May 2, 2011

INTEGRATED FREIGHT CORPORATION
 (Exact name of registrant as specified in its charter)

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

Suite 200, 6371 Business Boulevard, Sarasota, Florida 34240
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 941-907-8372

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 May 2, 2011, we filed a complaint against Craig White and Vonnie White in the District Court for Douglas County, Nebraska and served notice on the defendants pursuant to the Stock Purchase Agreement under which we acquired Triple C Transport, Inc. from the defendants on or about May 14, 2010.  In the complaint, we ask the court to rescind the Stock Purchase Agreement, alleging multiple, material breaches of representations and warranties which individually and in the aggregate constitute fraud upon us.  We are also seeking damages in unspecified amounts.  We intend to pursue this litigation aggressively.  Because of actions taken by the defendants subsequent to closing of our acquisition, undisclosed liabilities of Triple C Transport, breaches of the defendants’ representations and warranties, and the bankruptcies of entities they control and which were Triple C Transport’s equipment lessors, we believe that rescission will not have a materially negative impact on our financial performance going forward; even though we will not enjoy the benefits of the acquisition which we expected at the time of the transaction but which do not seem now available in fiscal year 2012.in view of the fact that Triple C Transport has lost its licenses to operate based on actions by Mr. and Mrs. White and other entities they control both before and after the closing of the transaction.  The following amounts related to Triple C Transport have been included in our unaudited quarterly financial statements for the first three quarters of our fiscal year ended March 31, 2011:
 
Financial Statement
  
June 30, 2010
    
September 30, 2010
  
December 31, 2010
Total assets
   $ 130,733     $ 259,930     $ 497,945  
Revenue*
   $ 1,925,199     $ 5,773,943     $ 11,439,031  
Net income*
   $ 2,348     $ 133,286     $ 158,344  
 
*From May 10, 2010.

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/ Paul A. Henley
Paul A. Henley
Chief Executive Officer

May 10, 2011