discussion between sec and ifcr. a must read in case you

discussion between sec and ifcr. a must read in case you haven't seen 8k.


J ACKSON L . M ORRIS
A ttorney at L aw
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.Rule144 Solution.com



Justin Dobbie, Legal Branch Chief
October 6, 2016
Page 2

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


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




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[EX_991SECLTRAUG292016002.GIF]
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