Attached files
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| EX-10.2 - STOCK PURCHASE AGREEMENT - INTEGRATED FREIGHT Corp | ifcr_ex102.htm |
| EX-10.3 - STOCK PURCHASE AGREEMENT - INTEGRATED FREIGHT Corp | ifcr_ex103.htm |
| EX-10.1 - ENGAGEMENT AGREEMENT - INTEGRATED FREIGHT Corp | ifcr_ex101.htm |
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: October 5, 2012
INTEGRATED FREIGHT CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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000-14273
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84-0868815
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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8374 Market Street, #478, Bradenton, FL 34202
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: 941-320-0789
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(Former name or former address, if changed since last report.)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.05 Costs Associated with Exit or Disposal Activities.
Effective June 30, 2012, we sold all of the common stock of our subsidiary, Cross Creek Trucking, Inc., to Deep South Capital LLC for $1. Cross Creek Trucking had no operations, no assets not subject to security interests and liabilities of approximately $2.2 million. We issued 5,000,000 shares of our common stock, valued at $25,000 based on the closing price of our common stock reported on OTCMarkets.com on that date, to Deep South Capital as an inducement for its purchase of our subsidiary. We do not expect to incur any future cost associated with the disposal of Cross Creek Trucking.
Effective June 30, 2012, we sold all of the common stock of our subsidiary, Triple C Transport, Inc., to Deep South Capital LLC for $1. Triple C Transport had no operations, no assets and liabilities of approximately $1.8 million. We issued 5,000,000 shares of our common stock, valued at $25,000 based on the closing price of our common stock reported on OTCMarkets.com on that date, to Deep South Capital as an inducement for its purchase of our subsidiary. We do not expect to incur any future cost associated with the disposal of Triple C Transport.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
We have approved the following issues of, but have not yet issued, shares of our common stock:
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Name of purchaser
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Number of Shares
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Consideration
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Fuselier and Co., Inc.
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12,500,000
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Consulting services (1)
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Henry P. Hoffman
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10,000,000
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Settlement – see Item 8.01, below
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Jackson L. Morris
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5,000,000 shares
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Settlement – see Item 8.01, below
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Matthew Veal
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5,000,000 shares
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Settlement – see Item 8.01, below
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Deep South Capital LLC
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5,000,000 shares
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Sale of Cross Creek subsidiary
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Deep South Capital LLC
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5,000,000 shares
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Sale of Triple C subsidiary
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(1) See periodic report on Form 8-K for the event date of August 2, 2012 for information about the Agreement to Provide Consulting Services.
We have undertaken an obligation to authorize and issue the following shares of convertible preferred stock. Authorization of the preferred stock requires an amendment of our Articles of Incorporation, subject to distribution of an information statement on Schedule 14C.
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Name of purchaser
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Number of Shares
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Consideration
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T. Mark Morris
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40,000,000
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Settlement – see Item 8.01, below
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Monte W. Smith
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50,000,000
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Settlement – see Item 8.01, below
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We negotiated the sale of our common stock and preferred stockdirectly with each purchaser identified above. No broker-dealer or finder was involved in any of these transactions and we paid no commissions or fees or other compensation. We did not receive any cash proceeds from such sales. We have relied on Section 4(2) of the Securities Act for an exemption from registration.
Section 8 - Other Events
Item 8.01 Other Events.
We have settled the financial obligations identified below:
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Name of Creditor
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Amount of Obligation
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Nature of Obligation
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Nature of Settlement
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Date
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Henry P. Hoffman
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$120,000
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Accrued compensation
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(1)
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September 30, 2012
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Jackson L. Morris
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$500,000
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Accrued compensation
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(2)
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September 30, 2012
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Matthew Veal
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$60,000
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Accrued compensation
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(3)
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September 30, 2012
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T. Mark Morris
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$217,000
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Note Payable
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(4)
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September 30, 2012
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Monte W. Smith
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$250,000
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Note Payable
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(5)
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September 30, 2012
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(1) 10,000,000 shares of common stock paid September 30,2012.
(2) 5,000,000 shares of common stock paid September 30, 2012.
(3) 5,000,000 shares of common stock paid September 30,2012.
(4) 40,000,000 shares of convertible preferred stock, to be authorized.
(5) 50,000,000 shares of convertible preferred stock, to be authorized.
Section 9 - Financials and Exhibits
Item 9.01 Financials and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Engagement Agreement for Consulting Services | |
| 10.2 | Stock Purchase Agreement | |
| 10.3 | Stock Purchase Agreement |
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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.
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Integrated Freight Corporation
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Date: October 5, 2012
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By:
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/s/ David N. Fuselier
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David N. Fuselier
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Chairman/Chief Executive Officer
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