from the filings:
January 11, 2016
To the Stockholders of Integrated Freight Corporation:
The attached information statement is furnished by the Board of Directors (the “Board”) of Integrated Freight Corporation (“we”, “us”, “our” and equivalent pronouns). We are a Florida corporation. Our common stock is traded in the public securities market under the symbol IFCR. We file reports under Section 13 of the Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission.
On December 10, 2015, our Board of Directors, by action by written consent, approved and recommended to our stockholders for approval an increase to 5,000,000,000 shares from 2,000,000,000 shares the number of shares of common stock we are authorized to issue (“Share Increase”). The holders of our Series C Preferred Stock approved the increase by action by written consent on December 10, 2015. The holders of our Series C Preferred Stock have a right to cast 50.0000000173% of all votes eligible to be cast by all stockholders, including common stockholders. Although the holders of the Series C Preferred Stock did not formally vote the 187,254,033 shares of common stock they collectively own in favor of the Share Increase, they may be deemed to have voted such common shares. Each approval included Amended Articles of Incorporation required to be filed with the Florida Secretary of State to effectuate such increase. The stockholder consent was sufficient to approve increase under Florida law. The Amended Articles of Incorporation, which we intend to file immediately, specify that the effective date of the increase in authorized common stock will be effective twenty days following the first distribution of the attached information statement to stockholders describes the actions taken by the Board of Directors and a majority vote of stockholders.
The attached information statement is being delivered to meet the requirements of §607.0704(3), Fla. Stat., which requires notice to nonconsenting stockholders within ten days following an action by written consent of stockholders; but in compliance with Regulation 14C of the Securities Exchange Act of 1934, which requires filing of a preliminary information statement on Schedule 14C not less than ten days prior to the distribution of a definitive information statement to stockholders, including an extension of such ten days due to filing any required amendments to the preliminary information statement. This information statement is being first mailed on or about January 11, 2016 to holders of record of our common stock and preferred stock as of the close of business on January 11, 2016 (the “Mailing Date”). On the Mailing Date, we have 1,445,539,930 shares of common stock, 90,000,000 shares of Series A Preferred Stock, 300 shares of Series B Preferred Stock and 200 shares of Series C Preferred Stock outstanding.
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