THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACCOMPANYING MATERINAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.  YOU ARE NOT REQUIRED TO TAKE ANY ACTION BASED ON THIS INFORMATION STATEMENT.

By Order of the Board of Directors of

Integrated Freight Corporation

/s/ Jackson L. Morris

Jackson L. Morris

Corporation Secretary

INTEGRATED FREIGHT CORPORATION

42 Lake Avenue Extension - 208

Danbury, Connecticut 06811

(646) 660-4337

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY.

DO NOT TO SEND US A PROXY

GENERAL

This information statement has been filed with the United States Securities and Exchange Commission (the “ SEC ” ) and is being furnished to the holders of the outstanding shares of common stock, par value $0.001 per share, and Series A and Series B Preferred Stock of Integrated Freight Corporation, a Florida corporation, ( “ we, ” “ us, ”   “ our ” and equivalent pronouns).  The purpose of this information statement is to provide notice that a majority of our voting capital stock (the “ Consenting Stockholders ” ) at June 6, 2016 approved an amendment to our Articles of Incorporation to increase our authorized shares of $0.001 par value common stock to 10,000,000,000 shares to 5,000,000,000 shares (the “ Share Increase ” ).  A Share Combination was also approved, but was cancelled by the Consenting Stockholders upon the recommendation of the Board of Directors on December 31, 2016.  Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the Share Increase (and the cancelled Share Combination), they may be deemed to have voted such common shares.

On June 6, 2016, the Consenting Stockholders consented in writing to the Articles of Amendment.  This consent was sufficient to approve Articles of Amendment under Florida law (the “ June 2016 Amendment ” ).  On December 31, 2016, the Consenting Stockholders consented to the cancellation of the Share Combination previously approved.  This consent was sufficient to approve Articles of Amendment under Florida law (the “ December 2016 Amendment ” ).

We will pay all costs associated with the distribution of this information statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this information statement to the beneficial owners of its Common Stock. This information statement is expected to be sent out on or about ____________, 2017 (the “ Mailing Date ” ) to our common and preferred stockholders.  

We filed the June 2016 Amendment with the Florida Secretary of State on June 17, 2016.  The June 2016 Amendment specifies that the Share Increase will be effective twenty days after the first Mailing Date of this Information Statement.  We filed the December 2016 Amendment with the Florida Secretary of State on February __, 2017.  The February 2017 Amendment canceled the Share Combination are effective upon filing.

OVERVIEW OF THE SHARE INCREASE

The following table presents an overview of the share increase which has been approved by a majority of our voting capital stock upon the recommendation of our Board of Directors, both on June 6, 2016.

AMENDMENT TO ARTICLES OF INCORPORATION

TO INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK

On June 6, 2016, our Board of Directors approved an amendment to our Articles of Incorporation to effect the share increase and recommended the share increase to our stockholders for approval.  On June 6, 2016, the holders of a majority of votes entitled to be cast on the share increase approved the share increase.  Other than the share increase, the Amendment to the Articles of Incorporation does not amend our Articles of Incorporation as presently in effect and will not result in any change to the rights of our stockholders

Reasons for the share increase at this time

The reason for the Share Increase is because we now have 4,831,770,546 shares of our five billion authorized common shares outstanding and 566,029,384 additional shares reserved for issue under outstanding convertible debt, leaving us negative balance (more shares we are obligated to issue than we have available) of 397,799,930 shares.  We also have preferred stock convertible into common stock for which we have not established reserves.  We believe the number of shares available for issued is insufficient for issuance (i) upon conversion of our standing convertible securities – preferred stock and convertible notes; (ii) to investors who may agree to provide us with the funding we require to continue operations; (iii) to persons in connection with potential acquisition transactions; (iv) to pay outstanding nonconvertible debt and other obligations; (v) compensate management and advisers and (vi) in other transactions in which our Board of Directors may determine is in our best interest and our stockholders to issue common shares.  The Share Increase will not have any immediate effect on the rights of existing stockholders, but will have a dilutive effect to our existing stockholders if additional shares are issued.  The Share Increase coupled with the additional unissued shares ensuing from the concurrent Reverse Stock Split

Authorized Share Increase and Amended Articles of Incorporation Approved by Written Consent in Lieu of Meeting

The Share Increase and related Amended Articles of Incorporation were approved by written consent executed by the holders of a majority of the outstanding capital stock entitled to vote on June 6, 2016 in lieu of holding a meeting of our stockholders.  On the Mailing Date, those stockholders held 50.0000000173% of the voting power of our capital stock.  Although the holders of the Series C Preferred Stock did not formally vote the 187,245,033 shares of common stock they collectively own in favor of the share increase and Reverse Stock Split, they may be deemed to have voted such common shares.

Our stockholders do not have dissenters ’ rights under Florida law based on the adoption of the Share Increase.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Our remaining stockholders will not be given an opportunity to vote with respect to the Share Increase. All necessary corporate approvals have been obtained, and this information statement is furnished solely for the purpose of advising stockholders of the proposed actions to be taken by written consent.

The elimination of the need for a meeting of stockholders to approve these actions is made possible by §607.0704(3), Fla. Stat., which provides that unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without prior notice by written consent thereto is signed by stockholders holding at least a majority of the voting power.

OUR OUTSTANDING VOTING STOCK

Florida law does not require our Board of Directors to fix a record date for determining the stockholders entitled to vote on the Share Increase, which was approved on June 6, 2016.  On June 6, 2016, there were: 4,831,770,546 shares of common stock outstanding, each share of which entitles the holder thereof to one vote on all matters submitted to our stockholders, 90,000,000 shares of Series A Preferred Stock which is not entitled to any vote on matters submitted to our stockholders for approval, 300 shares of Series B Preferred Stock which is not entitled to any vote on matters submitted to our stockholders for approval and 200 shares of Series C Preferred Stock which is entitled in the aggregate to one vote more than all other shares of common and preferred stock with voting rights combined to any vote on matters submitted to our stockholders for approval.  None of our capital stock with a right to vote on matters submitted to our stockholders for approval vote as a separate class.