Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - INFRASTRUCTURE DEVELOPMENTS CORP.Financial_Report.xls
EX-31.1 - CERTIFICATION OF CEO - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit311.htm
EX-32.2 - CERTIFICATION OF CFO - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit322.htm
EX-32.1 - CERTIFICATION OF CEO - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit321.htm
EX-31.2 - CERTIFICATION OF CFO - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit312.htm
EX-10.9 - DEBT SETTLEMENT AGREEMENT - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 þ      Quarterly  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the

quarterly period ended March 31, 2012.

 o      Transition  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the

transition period from

to

.

Commission file number: 000-52936

INFRASTRUCTURE DEVELOPMENTS CORP.

(Exact name of registrant as specified in its charter)

Nevada

27-1034540

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

299 S. Main Street, 13th Floor, Salt Lake City, Utah  84111

(Address of principal executive offices)    (Zip Code)

(801) 488-2006

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or

15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes þ   No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate

Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that

the registrant was required to submit and post such files). Yes þ   No o

Indicate  by  check  mark  whether  the  registrant  is  a  large  accelerated  filer,  an  accelerated  filer,  a  non-

accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer o   Accelerated filer o   Non-accelerated filer o  Smaller reporting company þ

Indicate  by  check  mark  whether  the  registrant  is  a  shell  company  (as  defined  in  Rule  12b-2  of  the

Exchange Act): Yes o   No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the

only class of voting stock), at May 15, 2012, was 349,479,764.

1




TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

3

Consolidated  Balance Sheets as of March 31, 2012 (unaudited) and December 31,

4

2011

Unaudited   Consolidated Statements of Operations for the Three month periods

5

ended March 31, 2012 and March 31, 2011

Unaudited  Consolidated  Statements of Cash Flows for the Three month periods

6

ended March 31, 2012 and  March 31, 2011

Notes to Financial Statements

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

14

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

19

Item 4.

Controls and Procedures

19

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

20

Item 1A.

Risk Factors

20

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3.

Defaults Upon Senior Securities

27

Item 4.

(Removed and Reserved)

27

Item 5.

Other Information

27

Item 6.

Exhibits

27

Signatures

28

Index to Exhibits

29

2




PART I – FINANCIAL  INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” and “us” refer to  Infrastructure Developments Corp.,

a Nevada corporation, and our subsidiaries and predecessors, unless otherwise indicated. In the opinion of

management, the accompanying unaudited financial statements included in this Form 10-Q reflect all

adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results

of operations for the periods presented. The results of operations for the periods presented are not

necessarily indicative of the results to be expected for the full year.

3




Infrastructure Developments Corp.

Condensed Consolidated Balance Sheets

As of March 31,

As of December 31,

ASSETS

2012

2011*

(Unaudited)

CURRENT ASSETS

Cash

$

18,319

$

42,690

Receivables, net

-

-

Prepaid expenses

24,073

32,406

Other current assets

21,141

14,709

Total current  assets

63,533

89,805

FIXED ASSETS, Net

-

-

TOTAL ASSETS

$

63,533

$

89,805

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Notes Payable

$

304,426

$

328,226

Accounts payable

45,260

27,856

Accrued expenses

47,452

40,079

Total current  liabilities

397,138

396,161

Long-term debt

-

-

TOTAL LIABILITIES

397,138

396,161

STOCKHOLDERS' EQUITY

Common Stock

Authorized: 500,000,000 common shares with $0.001 par value

Issued:    321,307,669

321,308

300,263

Additional paid-in capital

8,480,320

8,473,865

Retained earnings

(9,135,233)

(9,080,484)

Total Stockholders' Deficit

(333,605)

(306,357)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

63,533

$

89,805

* The Balance Sheet  as of December 31, 2011 has been derived  from the audited financial statements of that  date.

The accompanying notes are an integral part of these consolidated financial statements

4




Infrastructure Developments Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended

March 31, 2012

March 31, 2011

Net revenues:

Project Management

$

56,300

$

189,469

Total net revenues

56,300

189,469

Cost of Goods Sold

61,186

208,552

Gross Loss

(4,886)

(19,083)

Operating expenses:

General, selling and administrative expenses

33,991

517,689

Salaries and wages

12,500

92,694

Provision for Slow Moving Inventories

-

1,387,123

Bad debt Expenses (Power Track)

-

357,321

Total operating expenses

46,491

2,354,827

Loss from operations

(51,377)

(2,373,910)

Other income (expense):

Interest income/(expenses)

(4,372)

-

Loss in sale of fixed assets

-

(1,091,071)

Other income (expense)

1,000

335,715

Total other expense

(3,372)

(755,356)

Income (loss) before income tax

(54,749)

(3,129,266)

Provision for income taxes

-

-

Net Loss

$

(54,749)

$

(3,129,266)

Other Comprehensive Income (Loss)

$

-

$

-

Total Comprehensive Loss

$

(54,749)

$

(3,129,266)

Basic income (loss) per share

$

(0.00)

$

(0.02)

Fully diluted income (loss) per share

$

(0.00)

$

(0.02)

Basic weighted average number of shares outstanding

309,238,659

182,518,012

Fully diluted weighted average number of shares outstanding

309,238,659

182,518,012

The accompanying notes are an integral part of these consolidated financial statements

5




Infrastructure Developments Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended

March 31, 2012

March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income ( loss)

$

(54,749)

$

(3,655,290)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

-

238,117

(Gain)Loss on disposition of assets

-

1,091,071

Changes in operating Assets and Liabilities:

Decrease (increase) in:

Accounts receivable

-

483,900

Inventories

-

1,636,967

Prepaid expenses

8,333

35,504

Other current assets

(6,432)

84,705

Increase (decrease) in:

Notes payable

(23,800)

(2,144,034)

Accounts payable

17,404

(549,671)

Accrued liabilities

7,373

(30,243)

Net Cash Provided (Used) in Operating Activities

(51,870)

(2,808,974)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

-

-

Proceeds from sale of Fixed Assets

-

412,446

Net Cash Provided (Used) by Investing Activities

-

412,446

CASH FLOWS FROM FINANCING ACTIVITIES

Common Stock issued against services

-

-

Common stock issued Against Debt and Cash

27,500

-

Increase in Long term debt

-

2,442,003

Net Cash Provided by Financing Activities

27,500

2,442,003

NET INCREASE  IN CASH

(24,371)

45,477

CASH AT BEGINNING OF PERIOD

42,690

55,939

CASH AT END OF PERIOD

$

18,319

$

101,416

The accompanying notes are an integral part of these consolidated financial statements

6




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 1 - ORGANIZATION AND HISTORY

Infrastructure  Developments  Corp.  (the  “Company”),  was  incorporated  in  Nevada  as  “1st Home  Buy  &

Sell Ltd.” on  August 10,  2006,  to  operate  as  a  real estate  company.  The Company changed  its  name  from

“1st  Home  Buy  &  Sell  Ltd.”  to  “Infrastructure  Developments  Corp.”  on  March  1,  2010,  while  evaluating

possible business combinations, acquisitions or development opportunities.

On  April  14,  2010,  the  Company  and  Intelspec  International  Inc.  (“Intelspec”),  a  Nevada  corporation,

(now   known   as   "Intelspec   International   Inc.")   executed   a   stock   exchange   agreement,   whereby   the

Company  agreed  to  acquire  100%  of  the  issued  and  outstanding  shares  of  Intelspec  in  exchange  for

14,000,000   shares  of   the  Company’s  common  stock.   Because  the  owners  of   Intelspec  became  the

principal  shareholders  of  the  Company  through  the  transaction,  Intelspec  is  considered  the  acquirer  for

accounting  purposes  and  this  transaction  is  accounted  for  as  a  reverse  acquisition  or  recapitalization  of

Intelspec.  Following  the  closing  of  the  share  exchange  agreement,  the  Company's  principal  business

became  that  of  Intelspec.  On  April  26,  2010,  the  Company  disclosed  the  information  that  would  have

been  required  if  it  were  filing  a  general  form  for  registration  of  securities  on  Form  10,  as  required  under

Item 2.01(f) of Form 8-K, thereby removing its status as a “shell” company.

The  Company  is  a  global  engineering  and  project  management  business  that  provides  services  through  a

network  of  branch  offices  and  subsidiaries  located  in  markets  where  the  Company  either  has  active

projects, is bidding on projects, or is investigating project opportunities.

NOTE 2 – GOING CONCERN

The accompanying  consolidated  financial  statements have been prepared  on a going  concern basis,  which

contemplates  the  realization  of  assets  and  liabilities  in  the  normal  course  of  business.  Accordingly,  they

do  not  include  any  adjustments  relating  to  the  realization  of  the  carrying  value  of  assets  or  the  amounts

and  classification  of  liabilities  that  might  be  necessary  should  the  Company  be  unable  to  continue  as  a

going concern. The Company has accumulated losses and  working capital and cash flows from operations

are  negative  which  raises  doubt  as  to  the  validity  of  the  going  concern  assumptions.  These  financials  do

not  include  any  adjustments  to  the  carrying  value  of  the  assets  and  liabilities,  the  reported  revenues  and

expenses  and  balance  sheet  classifications  used  that  would  be  necessary  if  the  going  concern  assumption

were not appropriate; such adjustments could be material.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

a.

Principles of Consolidation

The  consolidated  financial  statements  herein  include  the  operations  of  Intelspec  and  the  consolidated

operations   of   the   Company   and   its   wholly-owned   subsidiaries.   All   intercompany   transactions   and

balances have been eliminated in consolidation.

b.

Cash and Cash Equivalents

The  Company  considers  all  highly  liquid  investments  with  original  maturities  to  the  Company  of  three

months or less to be cash equivalents.

7




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

c.

Accounts Receivable

Accounts receivable  are  carried  at  original invoice  amount  less  an  estimate made  for doubtful receivables

based  on  a  review  of  all  outstanding  amounts  on  a  monthly  basis.  Specific  reserves  are  estimated  by

management  based  on  certain  assumptions  and  variables,  including  the  customer’s  financial  condition,

age  of  the  customer’s  receivables,  and  changes  in  payment  histories.  Trade  receivables  are  written  off

when  deemed  uncollectible.   Recoveries  of  trade  receivables  previously  written  off  are  recorded  when

received.

A  trade  receivable  is  considered  to  be  past  due  if  any  portion  of  the  receivable  balance  has  not  been

received by the contractual pay date.  Interest is not charged on trade receivables that are past due.

d.

Property and Equipment

Property   and   equipment   are   recorded   at   cost,   less   accumulated   depreciation.   Depreciation   and

amortization  on  capital  leases  and  property  and  equipment  are  determined  using  the  straight  line  method

over  the  estimated  useful  lives  (usually  ten  years)  of  the  assets  or  terms  of  the  leases.  Expenditures  for

maintenance and  repairs are expensed  when incurred  and  betterments are capitalized.  Gains and  losses on

the sale of property and equipment are reflected in operations.

e.

Revenue Recognition

Revenues  from  Sales  and  Services  consist  of  revenues  earned  in  the  Company’s  activity  as  Project  &

Construction  Equipment  Management  &  Operations,  and  misc.  services  provided.   All  Sales/Service

revenue  is  recognized  when  the  sale/service  is  complete  and  the  Company  has  determined  that  the

sale/service proceeds are collectible.

f.

Stock Based Compensation

The   Company   adopted   SFAS   No. 123-R   effective   January 1,   2006   using   the   modified   prospective

method.  Under this transition method,  stock compensation expense includes compensation expense for all

stock-based  compensation  awards  granted  on  or  after  January 1,2006,  based  on  the  grant-date  fair  value

estimated in accordance with the provisions of SFAS No. 123-R.

The Company issued no compensatory options to its employees during the period ended March 31, 2012.

g.

Foreign exchange

The Company’s reporting currency is the United States dollar.  The Company’s functional currency is also

the  U.S.  Dollar  (“USD”).  Transactions  denominated  in  foreign  currencies  are  translated  into  USD  and

recorded  at  the  foreign  exchange  rate  prevailing  at  the  date  of  the  transaction.  Monetary  assets  and

liabilities denominated in foreign currencies,  which are stated  at historical cost,  are translated into USD at

the  foreign  exchange  rates  prevailing  at  the  balance  sheet  date.  Realized  and  unrealized  foreign  exchange

differences arising on translation are   recognized in the income statement.

8




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

h.

Advertising

The  Company  expenses  the  cost  of  advertising  as  incurred.  For  the  period  ended  March  31,  2012,  the

Company had no advertising expenses.

i.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability

method,  deferred  tax  assets  and  liabilities  are  recognized  for  future  tax  consequences  attributable  to

differences  between  the  financial  statement  carrying  amounts  of  existing  assets  and  liabilities  and  their

respective  tax  bases.  Deferred  tax  assets  and  liabilities  are  measured  using  enacted  tax  rates  expected  to

apply to taxable income in the years in which  those temporary differences are expected to be recovered or

settled.  The  effect on deferred  tax  assets  and  liabilities  of  a change  in  tax  rates  is  recognized  in income in

the period that includes the enactment date.

j.

Income per Common Share

The computation of  basic  earnings per  common share is based  on  the  weighted  average  number of  shares

outstanding  during  each  year.  The  computation  of  diluted  earnings  per  common  share  is  based  on  the

weighted  average  number  of  shares  outstanding  during  the  year,  plus  the  common  stock  equivalents  that

would  arise  from  the  exercise  of  stock  options  and  warrants  outstanding,  using  the  treasury  stock  method

and the average market price per share during the year.

k.

Impairment of Long-Lived Assets

The  Company  reviews  long-lived  assets  such  as  property,  equipment,  investments  and  definite-lived

intangibles  for  impairment  annually  and  whenever  events  or  changes  in  circumstances  indicate  that  the

carrying  value  of  an  asset  may  not  be  recoverable.   As  required  by  Statement  of  Financial  Accounting

Standards No.  144,  the Company uses an estimate of  the future undiscounted  net cash flows of the related

asset  or  group  of  assets  over  their  remaining  economic  useful  lives  in  measuring  whether  the  assets  are

recoverable.  If  the  carrying  amount  of  an  asset  exceeds  its  estimated  future  cash  flows,  an  impairment

charge is recognized  for the amount by  which  the carrying  amount  exceeds the  estimated  fair value of  the

asset.  Impairment of  long-lived  assets is assessed  at the lowest levels for which  there are identifiable cash

flows that are independent of other groups of assets.

l.

Impairment of Long-Lived Assets

Assets  to  be  disposed  of  are  reported  at  the  lower  of  the  carrying  amount  or  fair  value,  less  the  estimated

costs  to  sell.   In  addition,  depreciation  of  the  asset  ceases.   During  the  period  ended  March  31,  2012,  $0

was written off from the Company’s long-lived assets.

9




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

m.

Concentration of Credit Risk and Significant Customers

Financial  instruments,  which  potentially  subject  the  Company  to  concentration  of  credit  risk,  consist

primarily  of  receivables  and  notes  receivable.  In  the  normal  course  of  business,  the  Company  provides

credit  terms  to  its  customers.  Accordingly,  the  Company  performs  ongoing  credit  evaluations  of  its

customers and  maintains  allowances for possible losses which,  when realized,  have been  within the range

of management's expectations.

The  Company  maintains  its  cash  in  bank  deposit  accounts,  which,  at  times,  may  exceed  federally  insured

limits.  The  Company  has  not  experienced  any  losses  in  such  accounts  and  believes  it  is  not  exposed  to

any significant credit risk on cash and cash equivalents.

NOTE 4 – ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the

United  States  of  America  requires  management  to  make  estimates  and  assumptions  that  affect  certain

reported amounts.  Accordingly, actual results could differ from those estimates.

NOTE 5 – SHORT-TERM NOTES PAYABLE AND LINES OF CREDIT

On  March  15,  2011,  June  1,  2011  and  March  7,  2012  the  Company  had  issued  promissory  notes  in  the

amounts  of  $60,000,  $40,000  and  $19,000  respectively,  to  Asher  Enterprises,  Inc.,  an  unrelated  party,  at

an  interest  rate  of  8%,  with  an  option  to  convert  the  outstanding  balance  into  shares  of  the  Company’s

common stock with a discount off the market price at the time of conversion.  At March 30, 2012, $71,400

has remained outstanding under the notes.

Additionally,  the  Company  has  from  time  to  time  short-term  borrowings  from  various  unrelated  and

related  entities.   These  advances  are  non-interest  bearing,  unsecured  and  due  upon  demand.  Due  to  the

short-term nature of the notes the Company has not imputed an interest rate.

NOTE 6 – REVERSE ACQUISITION

On  April  14,  2010,  the  Company,  Intelspec  and  those  shareholders  of  Intelspec  holding  a  majority  of  its

outstanding  shares  closed  a  transaction  pursuant  to  that  certain  Share  Exchange  Agreement,  whereby  the

Company   acquired   up   to   100%   of   the   outstanding   shares   of   Intelspec’s   common   stock   from   the

shareholders  of  Intelspec  in  exchange  for  an  aggregate  of  14,000,000  shares  of  its  common  stock.  As  a

result of closing the transaction the former shareholders of Intelspec held at closing approximately 70% of

the Company’s issued and outstanding common stock.

NOTE 7 – LITIGATION

The  Company  may  become  or  is  subject  to  investigations,  claims  or  lawsuits  ensuing  out  of  the  conduct

of  its  business.   The  Company  is  currently  not  aware  of  any  such  items,  which  it  believes  could  have  a

material effect on its financial position.

10




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company had no payables to related parties as of March 31, 2012

NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Company’s  financial  instruments  consist  of  cash,  investments,  receivables,  payables,  and  notes

payable.   The  carrying  amount  of  cash,  investments,  receivables,  and  payables  approximates  fair  value

because  of  the  short-term  nature  of  these  items.    The  carrying  amount  of  long-term   notes  payable

approximates fair value as the individual borrowings bear interest at market interest rates.

NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

In    June    2011,    the    FASB    issued    ASU    No. 2011-05,    Comprehensive    Income,    Presentation    of

Comprehensive  Income  and  in  December  2011,  the  FASB  issued  ASU  No.  2011-12,  Deferral  of  the

Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other

comprehensive   Income   in   ASU   2011-05   to   increase   the   prominence   of   items   reported   in   other

comprehensive  income.  Specifically,  the  new  guidance  allows  an  entity  to  present  components  of  net

income  or  other  comprehensive  income  in  one  continuous  statement,  referred  to  as  the  statement  of

comprehensive  income,  or  in  two  separate,  but  consecutive  statements.  The  new  guidance  eliminates  the

current  option  to  report  other  comprehensive  income  and  its  components  in  the  consolidated  statement  of

shareholders'  equity.  While  the  new  guidance  changes  the  presentation  of  comprehensive  income,  there

are no changes to the components that are recognized in net income or other comprehensive income under

current accounting guidance.  This new guidance is effective for fiscal years and interim periods beginning

after  December 15,  2011.  We  adopted  this  guidance  on  January  1,  2012  and  have  presented  a  new

financial  statement  titled  Condensed  Consolidated  Statement  of  Comprehensive  Income  for  the  three

month periods ending March 31, 2012 and April 2, 2011.

NOTE 11- STOCK HOLDERS' EQUITY

a.

Authorized

The   Company   is   authorized   to   issue   500,000,000   shares   of   $0.001   par   value   common   stock   and

10,000,000  shares  of  preferred  stock,  par  value  $0.001  per  share.  All  common  stock  shares  have  equal

voting  rights,  are  non-assessable  and  have  one  vote  per  share.  Voting  rights  are  not  cumulative  and,

therefore,  the  holders  of  more  than  50%  of  the  common  stock  could,  if  they  choose  to  do  so,  elect  all  of

the directors of the Company.

b.

Issued

    On  June  11,  2010,  the  Company  effected  a  6-to-1  forward  split  of  its  20,000,000  issued  and

outstanding common shares, resulting in 120,000,000 common shares on a post split basis.  Shares

and per share amounts have been retroactively restated to reflect the 6-for-1 forward stock split.

    As   of   June   30,   2010,   the   Company   had   120,000,000   shares   of   common   stock   issued   and

outstanding.

    On January  17,  2011,  the Company issued  125,000  shares  of  common stock to  an  unrelated  party

for consulting services at $0.001 per share.

    As   of   June   30,   2011,   the   Company   had   120,125,000   shares   of   common   stock   issued   and

outstanding.

11




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 11- STOCK HOLDERS' EQUITY (Continued)

b.

Issued  (Continued)

    On  August  11,  2011,  the  Company  issued  374,065  shares  of  common  stock  to  an  unrelated  party

against 8% Convertible Note.

    On  August  17,  2011,  the  Company  issued  397,727  shares  of  common  stock  to  an  unrelated  party

against 8% Convertible Note.

    On  August  22,  2011,  the  Company  issued  526,316  shares  of  common  stock  to  an  unrelated  party

against 8% Convertible Note.

    On  August  31,  2011,  the  Company  issued  821,918  shares  of  common  stock  to  an  unrelated  party

against 8% Convertible Note.

    On  September  06,  2011,  the  Company  issued  165,000  shares  of  common  stock  against  Cash

Subscription.

    On  September  26,  2011,  the  Company  issued  1,331,334  shares  of  common  stock  against  Cash

Subscription.

    On  September  29,  2011,  the  Company  issued  665,000  shares  of  common  stock  against  Cash

Subscription.

    On  October  11,  2011,  the  Company  issued  1,351,351  shares  of  common  stock  to  an  unrelated

party against 8% Convertible Note.

    On  October  13,  2011,  the  Company  issued  3,666,000  shares  of  common  stock  against  Debt

Settlement.

    On  October  19,  2011,  the  Company  issued  831,000  shares  of  common  stock  against  Cash

Subscription.

    On  November  02,  2011,  the  Company  issued  1,527,778  shares  of  common  stock  to  an  unrelated

party against 8% Convertible Note.

    On  November  10,  2011,  the  Company  issued  331,667  shares  of  common  stock  against  Cash

Subscription.

    On  November  21,  2011,  the  Company  issued  165,699,842  shares  of  common  stock  to  a  related

party against 6% Convertible Promissory Note.

    On  December  08,  2011,  the  Company  issued  2,448,980  shares  of  common  stock  to  an  unrelated

party against 8% Convertible Note.

    As of December 31, 2011, the Company had 300,262,978 shares of common stock issued and

outstanding.

    On  February  02,  2012,  the  Company  issued  5,822,353  shares  of  common  stock  to  an  unlrelated

party against 22% convertible note.

    On  March  15,  2012,  the  Company  issued  5,050,505  shares  of  common  stock  to  an  unlrelated

party against 22% convertible note.

    On  March  20,  2012,  the  Company  issued  4,040,404  shares  of  common  stock  to  an  unlrelated

party against 22% convertible note.

    On  March  26,  2012,  the  Company  issued  6,071,429  shares  of  common  stock  to  an  unlrelated

party against 22% convertible note.

    As  of  March  31,  2012,  the  Company  had  321,307,669  shares  of  common  stock  issued  and

outstanding

12




INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2012

NOTE 12 – CONVERSION OF NOTES TO EQUITY

On  November  21,  2011,  the  Company's  board  of  directors  authorized  the  issuance  of  165,699,842  shares

of common stock to WWA Group, Inc. (“WWA Group”), valued at $2,477,544 or $0.014952 per share on

conversion of a convertible promissory note issued to WWA Group on May 17, 2011.

NOTE 13 - CHANGE IN FISCAL YEAR END

On February 6, 2012, the Company changed its fiscal year end from June 30 to December 31. The change

became effective at the end of the quarter ended December 31, 2011.

NOTE 14-SUBSEQUENT EVENTS

In  accordance  with  Accounting  Standards  Codification  (ASC)  topic  855-10  “Subsequent  Events”,  the

Company has  evaluated  subsequent  events through the date  which  the financial  statements  were available

to   be   issued.   The   Company   has   determined   that   the   following   such   event   warrants   disclosure   or

recognition in the financial statements:

    Subsequent to the three months ended March 31, 2012, the Company issued shares of its common

stock upon receiving conversion notices by Asher Enterprises,  Inc. (see Note 5) as follows:

Conversion Dates

Conversion

Conversion

Conversion

Amount

Price

Shares

April 17, 2012

$10,000

0.0014

7,142,857

April 30, 2012

$9,000

0.0014

6,428,571

May 2, 2012

$3,400*

0.0012

3,250,000

May 3, 2012

$10,000

0.0012

8,333,333

* Includes $2,400 in interest on the note.

.

13




ITEM  2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can be identified  by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. All information presented herein is based on

our quarterly period ended March 31, 2012. Our fiscal year end is December 31.

Beginning in 2008 we targeted a wide variety of private and government funded jobs in the Middle East,

particularly in the U.A.E., but the substantial economic slowdown in these markets shifted our focus to

U.S. government contracts and subcontracts in Southeast Asia. However, because of the narrow profit

margins on our U.S. Navy contracts in Southeast Asia, as well as our competition in the area, we have

suspended bidding on such projects at this time. We will bid on specialty contracts as they arise and we

will continue to market prefabricated housing as opportunities arise. The Company has more recently

begun focusing on U.S. governmental operations in the United States and on the Company's alternative

engine fuels operations in Thailand and the United States.

The Company's first big step into the alternative fuels business is with operations at its facility in

Chonburi, Thailand with the diesel to CNG conversion of a huge 250Kva/200Kw Cummins diesel

generator at the end of 2011. The Company expects to expand CNG operations with additional generator

acquisitions, conversions and sales in Thailand in the coming months.

On July 1, 2011, the Company entered into a memorandum of understanding with Cleanfield Energy,  Inc.

("Cleanfield"), as amended on July 7, 2011. The MOU provides the Company with the exclusive right to

collaborate with Cleanfield and the right of first refusal to acquire or form a more comprehensive joint

venture with Cleanfield. The Company has been committed to providing Cleanfield with interim funding

to cover expenses for the furtherance of the business plan. At the end of 2011 we opened a conversion

location with Cleanfield in Tempe, Arizona. When this facility becomes fully established, the Company

intends to establish a regional network of conversion facilities and fueling points. This expansion will use

a number of proven devices, including fully owned branches, franchises, and innovative joint ventures.

For the three month period ended March 31, 2012:

(i)

The Company continued contact with U.S. firms to establish strategic partnerships for

domestic U.S. military projects.

(ii)

The Company received its final payment for the U.S. Navy’s Lido Phase II Project in

Indonesia and made final payments to our subcontractors.

14




(iii)

On February 1, 2012, the Company entered into a Share Exchange Agreement (dated January

11, 2012) with InterMedia Development Corporation ("InterMedia") whereby the Company

is to acquire 100% of the outstanding shares of InterMedia’s common stock from

InterMedia's shareholders in exchange for an aggregate of 84,000,000 shares of the

Company’s common stock. As a result of closing the transaction the InterMedia shareholders

would  hold approximately 20% of our issued  and outstanding common stock. The parties

expect to amend the closing date of the Agreement to close the Agreement in the coming

months. As an obligation to consummate the closing of the Agreement, the Company will

initiate two private placements to raise a minimum of $300,000 within six months and an

additional minimum of $400,000 within twelve months of closing the Agreement.  If the

Company fails to raise the minimum amounts,  the Company will be required to issue an

additional 20,000,000 shares and may be required to issue an additional 90,000,000 shares,

respectively.  InterMedia is a media production company and defense contractor based in

Fairfax, Virginia.

(iv)

On February 6, 2012, the Company changed its fiscal year end from June 30 to December 31.

The report covering the transition period was filed on Form 10-K for the six-month period

between June 30, 2011 and December 31, 2012.

Net Losses

Net loss for the three month period ended March 31, 2012 was $54,749 as compared to $3,129,266 for the

three month period ended March 31, 2011, a decrease of 98%. The decrease in net loss over the

comparable periods is due to decreases in operating expenses and the absence of losses associated with

Power Track Projects FZE’s ("Power Track") business in the current three month period. Net loss in the

previous three month period was primarily due to costs associated with Power Track’s business. The

Company is confident that it will transition to net income in the next twelve months based on the

prospective acquisition of InterMedia and the anticipated  development of CNG related activities in the

U.S. and Thailand.

Net Revenues

Net revenues for the three month period ended March 31, 2012 were $56,300 as compared to $189,469

for the three month period ended March 31, 2011, a decrease of  70%. The decrease in net revenues over

the comparable periods can be attributed to a decrease in management contract revenue related to Lido

Phase II. We expect net revenues to increase over the next twelve months as a result of our development

of CNG related activities in the U.S. and Thailand.

Gross Profit/ Loss

Gross loss for the three month period ended March 31, 2012 was $4,886 as compared to $19,083 for the

three month period ended March 31, 2011, a decrease of 74%. The decrease in gross loss in the current

period is due to costs from our Lido Phase II project which exceeded revenues. We expect to transition to

gross profits over the next twelve months in step with our expected realization of CNG related revenues.

15




Operating Expenses

Operating expenses for the three month period ended March 31, 2012 decreased to $46,491 from

$2,354,827 for the three month period ended March 31, 2011, a decrease of 98%. Operating expenses are

from general, selling and administrative expenses, salaries and wages, and depreciation and amortization

expense. Over the periods general, selling and administrative expenses decreased to $33,991 from

$517,689 and salaries and wages decreased to $12,500 from $92,694. Over the periods our provision for

slow moving inventories and bad debt expense (due to the suspension of Power Track's quarry operations)

decreased to $0 from $1,387,123 and $357,321, respectively. We expect operating expenses to increase in

the near term as we develop CNG related operations.

Other Expenses

Other expenses for the three month period ended March 31, 2012 were $3,372 compared to $755,356 for

the three month period ended March 31, 2011. The decrease was primarily due to a loss in the previous

period of $1,091,071 on the sale of Power Track’s fixed assets (crushing and mobile earthmoving

equipment, a mobile labor camp, trucks, generators, and compressors for use in Power Track’s mining

operations).

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we will continue as a going concern and,

accordingly, do not include adjustments relating to the recoverability and realization of assets and

classification of liabilities that might be necessary should we be unable to continue operations.

As of March 31, 2012, we had a working capital deficit of $333,605. Our current and total assets were

$63,533 consisting of cash of $18,319, prepaid expenses of $24,073 and other current assets of $21,141.

Our current and total liabilities were $397,138 consisting of notes payable of $304,426, accounts payable

of $45,260 and accrued expenses of $47,452. Stockholders deficit was $333,605 as of March 31, 2012.

Cash flows used in operating activities for the three month period ending March 31, 2012 were $51,870

compared to $2,808,974 for the three month period ending March 31, 2011. Cash flow used in operating

activities in the current period is primarily due to net losses, and changes in operating assets and liabilities

of both a decrease in notes payable and an increase in other current assets. We expect to transition to cash

flow provided by operations over the next twelve months once we transition from net losses to net

income.

Cash flows provided by investing activities for the three month period ending March 31, 2012 were $0

compared to $412,446 for the three month period ending March 31, 2012. We expect to use cash flow in

investing activities over the next twelve months as we develop CNG operations in the U.S.  and Thailand.

Cash flows provided by financing activities for the three month period ending March 31, 2012 were

$27,500 as compared to $2,442,003 for the three month period ending March 31, 2011. Cash flows

provided by financing activities in the current period are attributable to common stock issued against debt

and cash.  In the previous period cash flow provided by financing activities was due to long term debt

owed to WWA Group. We expect to realize cash flows provided by financing activities over the next

twelve months in connection with our agreement to acquire InterMedia.

16




Our current assets are insufficient to meet the Company’s business objectives over the next twelve

months. We need a minimum of $100,000 in debt or equity financing to maintain operations and to fulfill

our business plan in addition to $700,000 required to complete the acquisition of InterMedia. Although,

we have no commitments or arrangements for this level of financing, our shareholders remain the most

likely source of loans or equity placements to ensure our continued operation though such support can in

no way be assured. Our inability to obtain additional financing will have a material adverse affect on our

business operations.

We have no lines of credit or other bank financing arrangements in place.

We have no commitments for future capital expenditures that were material at the end of the period.

We have no defined benefit plan or contractual commitment with any of our officers or directors.

We have no current plans for the purchase or sale of any plant or equipment.

We have no current plans to make any changes in the number of employees.

We do not expect to pay cash dividends in the foreseeable future.

Future Company Financings

We will continue to rely on debt or equity sales to continue to fund our business operations even though

the issuance of additional shares will result in dilution to our existing stockholders.

Company Reporting Obligations

We do not anticipate any contingency upon which it would voluntarily cease filing reports with the

Securities and Exchange Commission as it is in the interest of the Company to report its affairs quarterly,

annually and currently to provide accessible public information to interested parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or

future effect on our financial condition, changes in financial condition, revenues or expenses, results of

operations, liquidity, capital expenditures or capital resources that are material to investors.

Interest Rates

Interest rates are generally controlled. The majority of our debt is owed to a related party at a fixed

interest rate so fluctuations in interest rates do not impact our result of operations at this time. However,

we may need to rely on bank financing or other debt instruments in the future in which case fluctuations

in interest rates could have a negative impact on our results of operations.

17




Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled  Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this annual report, with the exception of historical

facts, are forward looking statements. We are ineligible to rely on the safe-harbor provision of the Private

Litigation Reform Act of 1995 for forward looking statements made in this annual report. Forward-

looking statements reflect our current expectations and beliefs regarding our future results of operations,

performance, and achievements. These statements are subject to risks and uncertainties and are based

upon assumptions and beliefs that may or may not materialize. These statements include, but are not

limited to, statements concerning:

    our financial performance;

    the sufficiency of existing capital resources;

    our ability to fund cash requirements for future operations;

    uncertainties related to the growth of our business and the acceptance of our services;

    our ability to achieve and maintain an adequate customer base to generate sufficient revenues to

maintain and expand operations;

    the volatility of the stock market; and

    general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated including the factors

set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise

readers not to place any undue reliance on the forward looking statements contained in this report, which

reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update

or revise these forward-looking statements to reflect new events or circumstances or any changes in our

beliefs or expectations, other than is required by law.

Going Concern

Our auditors included an explanatory statement in their report on the Company’s consolidated financial

statements for the transition periods ended December 31, 2011 and 2010 and the years ended June 30,

2011 and 2010, expressing an opinion as to our ability to continue as a going concern as a result of a

working capital deficit, negative cash flows, and accumulated net losses. Our ability to continue as a

going concern is subject to the ability of the Company to transition to net income in 2012 and obtaining

additional funding from outside sources. Management’s plan to address the Company’s ability to continue

as a going concern includes (i) increasing our gross profit; (ii) financing from private placement sources;

and (iii) converting outstanding debt to equity. Although the Company believes that it will be able to

remain a going concern, through the methods discussed above, there can be no assurances that such

methods will prove successful.

Recent Accounting Pronouncements

Please see Note 10 to our consolidated financial statements for recent accounting pronouncements.

18




Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which

addresses the accounting for stock-based payment transactions in which an enterprise receives employee

services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair

value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee

services is determined on the earliest of a performance commitment or completion of performance by the

provider of goods or services.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Not required.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the

Company’s management,  with the participation of the chief executive officer and the chief financial

officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined  in Rules

13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure

controls and procedures are designed to ensure that information required to be disclosed in reports filed or

submitted under the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in the Commission’s rules and forms and that such information is accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of  the end of the period covered by

this report, that the Company’s disclosure controls and procedures were not effective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and that such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of

the Exchange Act) during the period ended March 31, 2012, that materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

19




PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Our operations and securities are subject to a number of risks. Below we have identified and discussed the

material risks that we are likely to face. Should any of the following risks occur, they will adversely affect

our operations, business, financial condition and/or operating results as well as the future trading price

and/or the value of our securities.

Risk Factors Relating To Our Business

The Company’s ability to continue as a going concern is in question

Our auditors included an explanatory statement in their report on our consolidated financial statements for

the six month transition periods ended December 31, 2011 and 2010 and the years ended June 30, 2011

and 2010, stating that there are certain factors which raise substantial doubt about the Company’s ability

to continue as a going concern.  These factors include a working capital deficit, negative cash flows, and

accumulated losses.

The scope of our business is has been limited  to small and mid-sized private and government contracts.

The Company is a global engineering and project management service provider; however a substantial

economic slowdown in these markets led us to focus primarily on U.S. government contracts and

subcontracts.  If we cannot continue to attain new government contracts and/or new subcontracts from

some larger engineering contractors, our business could be adversely affected. Furthermore, if the demand

engineering and project management continues to slowdown within our market, the Company could be

adversely affected.

From time to time we may be required to suspend services to commercial and private customers to meet

the priority demands of governmental military contractors, which may adversely impact our marketing to

commercial and private customers.

The priority needs of governmental military contractors may require that we suspend services to some or

all of our contracts from the commercial and private sector.  The size and level of priority of services

from governmental agencies are irregular and unpredictable, and from time to time in the past, we have

had to delay fulfilling contracts from our commercial and private customers until priority governmental

contracts have been fulfilled. This may damage our reputation among the commercial and private sector

and potential future contracts and, in turn, adversely impact our marketing to such customers and

potential customers in the commercial sector.

20




We depend on the recruitment and retention of qualified personnel, and our failure to attract and retain

such personnel could seriously harm our business.

Due to the specialized nature of our businesses, our future performance is highly dependent upon the

continued services of our key engineering personnel and executive officers, the development of additional

management personnel, and the recruitment and retention of new qualified engineering, manufacturing,

marketing, sales, and management personnel for our operations. Competition for personnel is intense, and

we may not be successful in attracting or retaining qualified personnel.  In addition, key personnel may be

required to receive security clearances and substantial training in order to work on government sponsored

programs or perform related tasks.  The loss of key employees, our inability to attract new qualified

employees or adequately train employees, or the delay in hiring key personnel could impair our ability to

prepare bids for new projects, fill orders, or develop new products.

Our activities are affected by the level of U.S. defense spending, and a reduction in current defense

budget expenditures or changing governmental priorities could significantly reduce sales under

governmental contracts.

Our revenues from the U.S. government largely result from contracts awarded by military purchasers

under various defense programs. The funding of defense programs is subject to the overall U.S.

governmental budget and appropriation decisions and processes, and our programs must compete for

funding with nondefense programs and other defense programs in which we are not involved. U.S.

governmental budget decisions, including defense spending, are based on changing governmental

priorities and objectives,  which are driven by numerous factors, including national and international

geopolitical events and economic conditions, and are beyond our control.  In recent years, the overall

level of U.S. defense spending has increased for numerous reasons, including increases in funding of

operations in Iraq and Afghanistan and the U.S. Department of Defense’s military transformation

initiatives. We cannot assure that U.S. defense spending will continue to grow, particularly in view of the

recent changes in the controlling political party in Congress. Significant changes to U.S. defense spending

could have long-term consequences for the market of our services.  In addition, as a result of changing

governmental priorities and requirements, defense spending could shift away from the current importance

of military force and facility construction into new areas, and the timing of funding of force and facility

construction could change.  Shifts or reductions in defense spending or changes in timing could result in

the reduction or elimination of, or the delay in, funding of one or more of our defense programs, which

could negatively impact our results of operations and financial condition.

A large scope of our business is governed by U.S. governmental contracts, which are subject to continued

appropriations by Congress and termination.

We supply engineering and project management either directly or as a subcontractor for various U.S.

governmental civilian and military programs, all of which are generally subject to congressional

appropriations.  Congress generally appropriates funds on a fiscal year basis even though a program may

extend for several years.  Consequently, programs are often only partially funded initially, and additional

funds are committed only as Congress makes further appropriations.  U.S. governmental contracts and

subcontracts under a program are subject to termination or adjustment if appropriations for such program

are not available or change.   In addition, U.S. governmental contracts generally contain provisions

permitting partial or total termination, without prior notice, at the U.S. government’s convenience as well

as termination for default based on performance.  Upon termination for convenience, we generally will be

entitled to compensation only for services rendered and commitments completed at the time of

termination.  A termination arising out of our default could expose us to liability and have a negative

impact on our ability to obtain future contracts and orders.

21




Our financial performance is highly dependent on our procurement, performance, and payment under our

U.S. governmental contracts.  The termination of one or more large contracts, whether due to lack of

funding, for convenience, or otherwise, could  materially adversely affect our business.  In such an event,

our losses would likely increase as we would continue to incur operating costs as we sought to procure

new U.S. government contracts to offset the revenues lost as a result of any termination of our contracts.

Among the factors that could materially adversely affect our federal governmental contracting business

are:

    budgetary constraints affecting federal government spending generally, or defense and

intelligence spending in particular, and annual changes in fiscal policies or available funding;

    changes in federal governmental programs, priorities, procurement policies, or requirements;

    new legislation, regulations, or governmental union pressures on the nature and amount of

services the government may obtain from private contractors;

    federal governmental shutdowns (such as during the government’s 1996 fiscal year) and other

potential delays in the governmental appropriations process; and

    delays in the payment of our invoices by governmental payment offices due to problems with, or

upgrades to, governmental information systems, or for other reasons.

These or other factors could cause federal governmental agencies, or prime contractors when we are

acting as a subcontractor, to reduce their purchases under contracts, to exercise their right to terminate

contracts, or to not exercise options to renew contracts, any of which could reduce sales, including our

sales backlog, while costs continued as are sought to develop sales have a materially adverse effect on our

business, financial condition, and results of operations.

We enter into fixed-price contracts that could subject us to losses in the event that we have cost overruns.

Many of our contracts are entered into on a fixed-price basis.  This allows us to benefit from cost savings,

but we carry the financial risk of cost overruns. If our initial estimates on project completion are incorrect,

we can lose money on these contracts.   In addition, some of our contracts have provisions relating to cost

controls and audit rights, and if we fail to meet the terms specified in those contracts, then we may not

realize their full benefits.  Lower earnings caused by cost overruns and cost controls would reduce or

eliminate the gross margins under our contracts.

We could be suspended or debarred from contracting with the federal government.

We could be suspended or debarred from contracting with the federal government generally or any

significant agency in the intelligence community or Department of Defense for, among other things,

actions or omissions that are deemed by the government to be so serious or compelling that they affect

our contractual responsibilities.   For example, we could be debarred for committing a fraud or criminal

offense in connection with obtaining, attempting to obtain, or performing a contract or for embezzlement,

fraud, forgery, falsification, or other causes identified in applicable federal acquisition regulations.  In

addition, our reputation or relationship with the governmental agencies could be impaired. If  we were

suspended or debarred, or if our relationship or reputation were impaired, our sales opportunities and

revenues would be reduced and our operating loss would increase.

22




International and political events may adversely affect our operations.

Our revenue is derived entirely from non-United States operations, which exposes us to risks inherent in

doing business in each of the countries in which we transact business. The occurrence of any of the risks

described below could have a material adverse effect on our results of operations and financial condition.

Operations in countries other than the United  States are subject to various risks peculiar to each country.

With respect to any particular country, these risks may include:

    expropriation and nationalization of our assets in that country;

    political and economic instability;

    civil unrest, acts of terrorism, force majeure,  war, or other armed conflict;

    natural disasters, including those related to earthquakes and flooding;

    inflation;

    currency fluctuations, devaluations, and conversion restrictions;

    confiscatory taxation or other adverse tax policies;

    governmental activities that limit or disrupt markets, restrict payments, or limit the movement of

funds;

    governmental activities that may result in the deprivation of contract rights; and

    governmental activities that may result in the inability to obtain or retain licenses required for

operation.

Due to the unsettled political conditions in many oil-producing countries and countries in which we

provide governmental logistical support, our revenue and profits are subject to the adverse consequences

of war, the effects of terrorism, civil unrest, strikes, currency controls, and governmental actions.

We work in international locations where there are high security risks,  which could result in harm to our

employees and contractors or substantial costs.

Some of our services are performed in high-risk locations where the country or location is suffering from

political, social or economic issues, or war or civil unrest.  In those locations where we have employees or

operations, we may incur substantial costs to maintain the safety of our personnel. Despite these

precautions, the safety of our personnel in these locations may continue to be at risk, and we have in the

past and may in the future suffer the loss of employees and contractors.

We are subject to significant foreign exchange and currency risks that could adversely affect our

operations and our ability to reinvest earnings from operations, and our ability to limit our foreign

exchange risk through hedging transactions may be limited.

A sizable portion of our consolidated revenue and consolidated operating expenses are in foreign

currencies. As a result, we are subject to significant risks, including:

    foreign exchange risks resulting from changes in foreign exchange rates and the implementation

of exchange controls; and

    limitations on our ability to reinvest earnings from operations in one country to fund the capital

needs of our operations in other countries.

23




In particular, we conduct business in countries that have non-traded or “soft” currencies which, because

of their restricted or limited trading markets,  may be difficult to exchange for “hard” currencies. The

national governments in some of these countries are often able to establish the exchange rates for the local

currency.  As a result, it may not be possible for us to engage in hedging transactions to mitigate the risks

associated with fluctuations of the particular currency. We are often required to pay all or a portion of our

costs associated with a project in the local soft currency. As a result, we generally attempt to negotiate

contract terms with our customer, who is often affiliated with the local government, to provide that we are

paid in the local currency in amounts that match our local expenses.  If we are unable to match our costs

with matching revenue in the local currency,  we would be exposed to the risk of an adverse change in

currency exchange rates.

Risks Relating to Our Common Stock

Our stock price is volatile.

The market price of our common stock is highly volatile and could fluctuate widely in price in response to

various factors, many of which are beyond our control, including the following:

    services offered by us or our competitors;

    additions or departures of key personnel;

    our ability to execute its business plan;

    operating results that fall below expectations;

    loss of any strategic relationship;

    industry developments;

    economic and other external factors; and

    period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume

fluctuations that are unrelated to the operating performance of particular companies. These market

fluctuations may also materially and adversely affect the market price of our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of

the Commission’s penny stock rules in trading our securities and require that a broker/dealer have

reasonable grounds for believing that the investment is suitable for that customer, prior to recommending

the investment. Prior to recommending speculative, low priced securities to their non-institutional

customers, broker/dealers must make reasonable efforts to obtain information about the customer’s

financial status, tax status, investment objectives and other information. Under interpretations of these

rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be

suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to

recommend that their customers buy our common stock, which may have the effect of reducing the level

of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional

fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in

our common stock, reducing a stockholder’s ability to resell shares of our common stock.

24




We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may

continue to negatively impact our financial performance.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002,

as well as related rules implemented by the Commission, which control the corporate governance

practices of public companies. Compliance with these laws, rules and regulations, including compliance

with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has

increased our expenses, including legal and accounting costs, and made some activities more time-

consuming and costly.

Our internal controls over financial reporting are not considered effective, which conclusion could result

in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock

price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our

management on our internal controls over financial reporting. Such report must contain, among other

matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end

of the year, including a statement as to whether or not our internal controls over financial reporting are

effective. This assessment must include disclosure of any material weaknesses in our internal controls

over financial reporting identified by management. For the three month period ending March 31, 2012,

we were unable to assert that our internal controls were effective. Accordingly, our shareholders could

lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our

stock price to decline.

Our past and future capital funding needs have resulted in dilution to existing shareholders.

To the date of this quarterly report we realized funding of $194,000 from Asher Enterprises,  Inc.

("Asher"), in the form of convertible notes, $150,400 of which (including $5,400 in interest) to date has

been converted into nearly 54,000,000 shares of our common stock. Additionally,  we will need to realize

capital funding over the next year to further our business plan. We intend to raise this capital through

equity offerings, debt placements or joint ventures. Should we secure a commitment to provide us with

capital, such commitment may obligate us to issue shares of our common stock, warrants or create other

rights to acquire our common stock. The issuances to Asher and any new issuances of our common stock

result in a dilution of our existing shareholders interests.

Our common stock is currently deemed to be “penny stock”, which makes it more difficult for investors

to sell their shares.

Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the

Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the

NASDAQ  Stock Market or other national securities exchange and trades at less than $5.00 per share or

that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for

three or more years). These rules require, among other things, that brokers who trade penny stock to

persons other than “established customers” complete certain documentation, make suitability inquiries of

investors and provide investors with certain information concerning trading in the security, including a

risk disclosure document and quote information under certain circumstances. Many brokers have decided

not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number

of broker-dealers willing to act as market makers in such securities is limited. If the Company remains

subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if

any, for our securities. If our securities are subject to the penny stock rules, investors will find it more

difficult to dispose of the Company’s securities.

25




The elimination of monetary liability against our directors, officers and employees under Nevada law and

the existence of indemnification rights for our directors, officers and employees may result in substantial

expenditures by the Company and may discourage lawsuits against our directors, officers and employees.

Our certificate of incorporation contains a specific provision that eliminates the liability of directors for

monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to

give such indemnification to its directors and  officers to the extent provided by Nevada law.  The

Company may also have contractual indemnification obligations under its employment agreements with

its executive officers. The foregoing indemnification obligations could result in the Company incurring

substantial expenditures to cover the cost of settlement or damage awards against directors and officers,

which the Company may be unable to recoup. These provisions and resultant costs may also  discourage

the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties

and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the

Company’s directors and officers even though such actions, if successful, might otherwise benefit the

Company and its stockholders.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 27, 2011, March 15, 2011, June 1, 2011, and March 7, 2012 the Company issued promissory

notes in the amounts of $75,000, $60,000, $40,000, $19,000 respectively, to Asher Enterprises,  Inc.

("Asher"), an unrelated party, at an interest rate of 8%, each with a nine month term, and an option to

convert the outstanding balance of principal and interest into shares of our common stock at a 40%

discount off the market price at the time of conversion (the March 15 and June 1, 2011 notes have been

amended to be converted at a 55% discount with indefinite terms) pursuant to the exemptions from

registration provided by Section 4(2) and Regulation D of the Securities Act. We have issued shares of

our common stock upon receiving conversion notices by Asher as follows:

Note

Due

Conversion

Conversion     Conversion      Conversion Dates      Remaining

Amounts

Amount

Price

Shares

Balance

$75,000

October 27, 2011

$15,000

0.0401

374,065

August  11, 2011

$14,000

0.0352

397,727

August  17, 2011

$16,000

0.0304

526,316

August  22, 2011

$12,000

0.0146

821,918

August  31, 2011

$10,000

0.0074

1,351,351

October 11, 2011

$11,000*

0.0074

1,527,778

November 2, 2011

$0

$60,000

December 15, 2011

$12,000

0.0049

2,448,980

December 8, 2011

$10,000

0.0017

5,882,353

February 2, 2012

$5,000

0.00099

5,050,505

March 15, 2012

$4,000

0.00099

4,040,404

March 20, 2012

$8,500

0.0014

6,071,429

March 26, 2012

$10,000

0.0014

7,142,857

April 17, 2012

$9,000

0.0014

6,428,571

April 30, 2012

$3,400**

0.0012

3,250,000

May 2, 2012

$0

$40,000

March 1, 2012

$10,000

0.0012

8,333,333

May 3, 2012

$30,000

$19,000

December 12, 2012

$19,000

Total

$49,000

*

Includes $3,000  in interest  from the note due on October 27, 2011.

**

Includes $2,400  in interest  from the note due on December 15, 2011.

26




The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on

the following factors: (1) the offers were isolated private transactions by the Company which did not

involve public offerings; (2) the offeree has access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the requirements of Regulation D of the Securities Act by: (i) foregoing any

general solicitation or advertising to market the securities; (ii) offering only to an accredited offeree; (iii)

having not violated antifraud prohibitions with the information provided to the offeree; (iv) being

available to answer questions by the offeree; and (v) providing restricted promissory notes to the offeree.

On April 11, 2012, the Company's board of directors authorized the issuance of 3,017,334 shares of its

common stock valued at $45,260 or $0.015 per share to Raymond Dove pursuant to a debt settlement

agreement with Morningstar Corporate Communications pursuant to a consulting agreement with a

contractual period of May 20, 2010 through May 19, 2011, pursuant to the exemptions from registration

provided by Section 4(2) of the Securities Act.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on

the following factors: (1) the offer was an isolated private transaction by the Company which did not

involve a public offering; (2) the offeree has access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4.

(REMOVED AND RESERVED)

Removed and reserved

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

29 of this Form 10-Q, and are incorporated herein by this reference.

27




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.

Infrastructure Developments Corp.

Date

/s/ Thomas Morgan

May 15, 2012

By: Thomas Morgan

Its: Chief Executive Officer and Director

/s/ Digamber Naswa

May 15, 2012

By: Digamber Naswa

Its: Chief Financial Officer and Principal Accounting Officer

28




INDEX TO EXHIBITS

Number      Description

3.1.1*

Articles of Incorporation filed with the Nevada Secretary of State on August 10, 2006. Incorporated by reference as

Exhibits to the Form SB-1 filed on May 11, 2007.

3.1.2*

Certificate of Amendment to the Articles of Incorporation filed with the Nevada Secretary of State on April 23,

2007. Incorporated by reference to the Company’s Registration Statement on Form SB-1 filed with the Commission

on May 11, 2007.

3.1.3*

The Certificate  of Amendment to the Company’s Articles of Incorporation  was filed  with the Secretary of State of

the Nevada on March 1, 2010. Incorporated by reference to the Company’s Definitive Information Statement on

Schedule 14C as filed with the Commission on February 2, 2010.

3.1.4*

The Certificate of Amendment to the Company’s Articles of Incorporation  was filed  with the Secretary of State of

the Nevada on April 9, 2010. Incorporated by reference to the Company’s  current Report  on Form 8-K as filed with

the Commission on April 14, 2010.

3.2*

Bylaws. Incorporated by reference to the Company’s Registration Statement on Form SB-1 filed with the

Commission on May 11, 2007.

10.1*

Securities Purchase Agreement, dated July 1, 2008, between Interspec, Interspec LLC and Tom Morgan.

Incorporated by reference to our current Report on Form 8-K as filed with the Commission on April 26, 2010.

10.2*

Employment Agreement, dated August 1, 2008, between Interspec and Tom Morgan. Incorporated by reference to

the Company’s  current Report on Form 8-K as filed with the Commission on April 26, 2010.

10.3*

Share Exchange Agreement dated April 1, 2010, between the Company and  Interspec. Incorporated by reference to

the Company’s  current Report on Form 8-K as filed with the Commission on April 8, 2010.

10.4*

Promissory Note with WWA Group, Inc., dated May 17, 2011. Incorporated by reference to the Company’s Form

10-Q filed with the Commission on May 23, 2011.

10.5*

Security Purchase Agreement and Convertible Promissory Note with Asher Enterprises, Inc.   Incorporated by

reference to the Company’s Form 10-K filed with the Commission on October 7, 2011.

10.6*

Memorandum of Understanding and Addendum with Cleanfield Energy,  Inc.  Incorporated by reference to the

Company’s Form 10-K filed with the Commission on October 7, 2011.

10.7*

Accord and Satisfaction  with Thomas R. Morgan.  Incorporated by reference to the Company’s Form 10-Q filed with

the Commission on November 18, 2011.

10.8*

Share Exchange Agreement  with InterMedia Development Corporation (dated January 11, 2012) entered into on

February 1, 2012. Incorporated by reference to the Company’s Form 8-K filed with the Commission on February 13,

2012.

10.9

Debt Settlement Agreement  with Morningstar Corporate Communications (dated April 11, 2012).

14*

Code of Ethics adopted October 6, 2011. Incorporated by reference to the Company’s Form 10-K filed  with the

Commission on October 7, 2011.

21*

Subsidiaries. Incorporated by reference to the Company’s current Report  on Form 8-K as filed with the Commission

on April 26, 2010.

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act  of 1934, as

amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act  of 1934, as

amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (attached).

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act  of 2002 (attached).

101. INS      XBRL Instance Document

101. PRE     XBRL Taxonomy Extension Presentation Linkbase

101. LAB     XBRL Taxonomy Extension Label Linkbase

101. DEF     XBRL Taxonomy Extension Label Linkbase

101. CAL     XBRL Taxonomy Extension Label Linkbase

101. SCH     XBRL Taxonomy Extension Schema

*

Incorporated by reference from previous  filings  of the Company.

Pursuant to Rule 406T of Regulation S-T, these interactive data  files are deemed “furnished” and not “filed” or part of a

registration statement or prospectus  for purposes  of Section 11  or 12 of the Securities Act of 1933,  or deemed “furnished” and

not “filed”  for purposes  of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under

these sections.

29