Business Combinations

6 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Business Combinations

Triple C Transportation, Inc.

On May 14, 2010, the Company acquired 100% of the common stock of Triple C Transportation, Inc. (“Triple C”), a Nebraska-based refrigerated motor freight business, under the terms of a Stock Exchange Agreement.  The accounting date of the acquisition was May 14, 2010 and the transaction was accounted for under the purchase method in accordance with ASC 805. Initially, Triple C’s results of operations were included in our consolidated financial statements since the date of acquisition. Identifiable intangible assets acquired as part of the acquisition included definite-lived intangibles which totaled $466,424, with a weighted average amortization period of 3 years.

However, because of events during the past several months (as fully described in Note 2) the Company fully impaired the $466,424 of intangible assets, is attempting to rescind the Triple C purchase and reported Triple C as a “discontinued operation”.

Cross Creek Trucking Incorporated

On April 1, 2011, the Company acquired 100% of the common stock of Cross Creek Trucking, Inc. (Cross Creek), an Oregon-based motorized freight business, under the terms of a Stock exchange Agreement. The accounting date of the acquisition was April 1, 2011 and the transaction was accounted for under the purchase method in accordance with ASC 805. Cross Creek’s results of operations have been included in our consolidated financial statements since the date of acquisition. Identified intangible assets acquired as part of the acquisition included definite-lived intangibles which totaled $1,910,112. The weighted average amortization period is under study during the measurement period.

The aggregate purchase price was $6,515,000, including 2,500,000 shares of the Company’s common stock valued at $0.40 per share. Transaction costs of $795,000 were expensed in accordance with ASC 805 and included on the Statement of Operations.

Below is a summary of the total purchase price:

Common Stock (2,500,000 shares)	$          1,000,000
Notes Payable	4,575,000
Warrants	440,000
Contingent Payment	500,000
	6,515,000

See Note 9 for description of warrants.

The following table represents the initial purchase price allocation to the estimated fair value of the assets

Acquired and liabilities assumed:

Accounts receivables	$        2,095,094
Prepaid expenses and other assets	60,631
Property and equipment	10,174,097
Other assets	31,416
Total Assets acquired	$      12,361,238
Accounts Payable	$          746,564
Accrued expenses and other liabilities	709,194
Line of Credit	916,005
Notes Payable	5,878,463
Total liabilities assumed	$        8,250,226
Net Assets acquired	$        4,111,012

Pro forma results

If the Company had purchased Cross Creek as of April 1, 2010, the results of operations for the six months ended September 30, 2010 would be as follow:

	IFC			Morris		Smith		Cross Creek		Total
Revenue					5,804,313		3,793,984		13,935,000		11,898,789
Operating Expenses
Rents and transportation					1,028,403		1,283,958		1,240,000		1,565,974
W ages. salaries & benefits		229,387			1,551,942		870,427		4,348,000		3,793,800
Fuel and fuel taxes					1,959,053		728,019				3,706,241
Other operating expenses		967,880			1,000,496		742,255		3,053,000		3,085,619
Total Operating Expenses		1,119,267			5,539,894		3,625,659		13,426,000		12,151,634
Other Expenses (Income)		137,805			58,641		41,435		145,000		72,078
Net loss before minority interest		(1,335,072	)		205,778		126,890		353,000		324,923
Minority interest share of subsidiary net income							20,721				20,721
Net income ( loss)		(1,335,072	)		205,778		147,611		353,000		319,232

The Company incurred transaction costs of $795,000 and losses from discontinued operations of $2,348 which are not reflected in the above amounts for the quarter ended September 30, 2010.

Triple C Transportation, Inc.

On May 14, 2010, the Company acquired 100% of the common stock of Triple C Transportation, Inc. (“Triple C”), a Nebraska-based refrigerated motor freight business, under the terms of a Stock Exchange Agreement.  The accounting date of the acquisition was May 14, 2010 and the transaction was accounted for under the purchase method in accordance with ASC 805. Initially, Triple C’s results of operations were included in our consolidated financial statements since the date of acquisition. Identifiable intangible assets acquired as part of the acquisition included definite-lived intangibles which totaled $466,424, with a weighted average amortization period of 3 years.

However, because of events during the past several months (as fully described in Note 2) the Company fully impaired the $466,424 intangible assets, rescinded the Triple C purchase and reported Triple C as a “discontinued operation”.