Note 11. Commitments and Contingencies

12 Months Ended

Mar. 31, 2015

Note 11. Commitments and Contingencies

Operating Leases

At March 31, 2015 the Company operated from the corporate office of the Chief Executive Officer in Danbury, Connecticut at no charge to the Company. The value of this accommodation is deemed to be immaterial.

The Company leases approximately 15,000 square feet of office, and truck service space in Hamburg, Arkansas for the operations of Morris Transportation, Inc. by paying the mortgage payment on the property on a month to month basis.

The Company leases approximately 36,500 square feet of office, warehouse, and truck service space in Scotts Bluff, Nebraska from Colorado Holdings, a company controlled by Mr. Smith at a monthly rental of $4,000 per month.

The Company has multiple leases for trucks and trailers at various rental rates. These leases are generally no longer than 5 years.

Total rent expense for the year ended March 31, 2015 was approximately $1,427,968

The Company's commitments for minimum lease payments under these operating leases for the next five years as of March 31, 2015 are as follows:
Period ended March 31,
2016	$	931,344
2017		931,344
2018		924,498
2019		794,544
2020		646,313

Employment Agreements

From time to time since 2008, the Company has entered into several five year employment agreements with executives of the Company. In 2013, we committed to pay executives a total of $275,000 per year, plus usual and customary benefits. The agreements also call for bonuses if the executives meet certain goals which are to be set by the board of directors annually.

Consulting Agreements

On August 3, 2012 our Board of Directors voted to engage Fuselier Consulting of Southbury, CT, as its strategic business consultant. Under terms of the agreement, Fuselier will consult with our management regarding the execution of our restructuring, Fuselier will be compensated with the issuance of our stock. The Board directed the Company to issue to Fuselier ten million shares of stock at signing and an additional two and a half million shares per quarter through the term of the agreement. This agreement was terminated in May 2014.

Purchase Commitments

The Company's purchase commitments for revenue equipment are always under negotiation and review. Upon execution of the purchase commitments, the Company anticipates that purchase commitments under contract will have a net purchase price of approximately $1,000,000 to $3,000,000 and are expected to be financed over an average of 4 to 7 years.

Active litigation:

As a lender to the Company and its subsidiaries, Hillair Capital Investments, LP partially funded the Company's acquisition of Cross Creek and a portion of the Company's working capital requirements in 2011 via two notes totaling $339,660. Hillair initially sought $1,200,000 in unspecified damages in New York State. In 2014, the Company settled with Hillair for $400,000 payable $100,000 down and $300,000 pro rata over the subsequent three year period. Under the court order the Company became in default of the agreement by its terms. In the event of a default, Hillair's recovery is limited to $450,000. The Company continues to discuss with Hillair an economic resolution of the matter and has reserved the full defaulted amount.

As a lender to the Company, Luberski, Inc. loaned the Company, via two Notes, $400,000 in 2011. The Company defaulted on both loans and Luberski received a judgment against one of the Company's two subsidiaries. In 2015, the Company and Luberski actively negotiated the settlement of the outstanding balance. The Company has booked reserves equivalent to the debt outstanding plus interest and fees.

In 2012, Chapman and Associates sued the Company for fees related to their introduction of two acquired subsidiaries of the Company and received a judgment for the full amount of the suit. The Company has reserved $900,000 relating to this debt and in 2015 participated in negotiations with Chapman to settle.

The Nutmeg Fortuna Fund litigation relates to the collection on a 2008 promissory note. The Company has reserved $175,000 relating to this matter. In 2015 we continued to participate in negotiations with Nutmeg to settle.

In April 2012, the Company entered into a forbearance agreement with Michael S. DeSimone, former owner of Cross Creek Trucking, Inc. As part of the agreement we issued a confession of judgment to Mr. DeSimone in the amount of $3,745,415 plus accrued interest. We agreed to pay $5,000 per month commencing September 1, 2012 but are not currently in compliance with the agreement and are in negotiations to restructure the terms of the original agreement.

In January 2013 Robins Consulting, Inc. filed suit against us and our former CEO Paul Henley for $572,000 in broker fees related to the acquisition of Cross Creek Trucking. We believe that Robins Consulting misrepresented the condition of Cross Creek in a material manner. The Company is aggressively defending this case, has filed counterclaims, and has prepared a lawsuit against Robins for damages in excess of one million dollars. The Company is in active negotiations to resolve this matter and has reserved $572,000 against this contingent liability.

Litigation in the normal course of business

We expect to be engaged in litigation from time to time in the normal course of our business as a motor freight carrier. Claims for worker's compensation, auto accident, general liability and cargo and property damage are routine occurrences in the motor transportation industry. We have programs and policies which are designed to minimize the events that result in such claims. We maintain insurance against workers' compensation, auto liability, general liability, cargo and property damage claims. We are responsible for deductible amounts up to $3,000 per accident. We periodically evaluate and adjust our insurance and claims reserves to reflect our experience. Our workers' compensation claims are entirely covered by our insurance. Insurance carriers have raised premiums for many businesses, including truck transportation companies. As a result, our insurance and claims expense could increase, or we could raise our deductible when our policies are renewed. We believe that our policy of self-insuring up to set limits, together with our safety and loss prevention programs, are effective means of managing insurable costs.

Claims and Assessments

The Company is involved in certain claims and pending litigation arising from the normal conduct of business. Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, the Company believes the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, our results of operations or our liquidity.

INTEGRATED FREIGHT Corp 10-K/A