INFRASTRUCTURE DEVELOPMENTS CORP. - FORM 10-Q

Attached files

file	filename
EX-31 - CERTIFICATION INFRASTRUCTURE - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit31.htm
EX-32 - CERTIFICATION INFRASTRUCTURE - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit32.htm
EX-10.10 - DEBT SETTLEMENT AGREEMENT - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit1010.htm
EXCEL - IDEA: XBRL DOCUMENT - INFRASTRUCTURE DEVELOPMENTS CORP.	Financial_Report.xls

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 June 30, 2012.

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

transition period from

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, 13^th 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 August 17, 2012, was 394,198,899.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements ....................................................................................................................... 3

Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31,

2011 (audited)................................................................................................................................. 4

Unaudited, Consolidated Statements of Operations for the three and six month periods

ended June 30, 2012 and June 30, 2011 ............................................................................................. 5

Unaudited, Consolidated Statements of Cash Flows for the six month periods ended

June 30, 2012 and June 30, 2011 ...................................................................................................... 6

Notes to Financial Statements.......................................................................................................... 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................. 15

Item 3. Quantitative and Qualitative Disclosures about Market Risk............................................................. 20

Item 4. Controls and Procedures ............................................................................................................... 21

PART II – OTHER INFORMATION

Item 1. Legal Proceedings......................................................................................................................... 22

Item 1A. Risk Factors ................................................................................................................................. 22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........................................................... 25

Item 3. Defaults upon Senior Securities ..................................................................................................... 26

Item 4. Mine Safety Disclosures ............................................................................................................... 27

Item 5. Other Information ......................................................................................................................... 27

Item 6. Exhibits........................................................................................................................................ 27

Signatures ................................................................................................................................................... 28

Index to Exhibits........................................................................................................................................... 29

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.

Infrastructure Developments Corp.

Condensed Consolidated Balance Sheets

As of June 30,

As of December

ASSETS

2012

31, 2011*

(Unaudited)

CURRENT ASSETS

Cash

10,199

42,690

Prepaid expenses

15,740

32,406

Other current assets

9,612

14,709

Total current assets

35,551

89,805

Investments

19,301

TOTAL ASSETS

54,852

89,805

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Notes Payable

285,426

328,226

Accounts payable

27,856

Accrued expenses

42,544

40,079

Total current liabilities

327,971

396,161

Long-term debt

TOTAL LIABILITIES

327,971

396,161

STOCKHOLDERS' EQUITY

Common Stock

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

Issued: 394,198,899

394,199

300,263

Additional paid-in capital

8,517,189

8,473,865

Retained earnings

(9,184,506)

(9,080,484)

Total Stockholders' Equity

(273,119)

(306,357)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

54,852

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.

Infrastructure Developments Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

2012

2011

2012

2011

Net revenues:

Contract Revenue

$ 300,492

Project Management

102,246

56,300

(8,777)

Total net revenues

102,246

56,300

291,715

Cost of Goods Sold

128,161

61,186

380,369

Gross Loss

(25,915)

(4,886)

(88,654)

Operating expenses:

General, selling and administrative

24,150

89,942

58,141

607,630

expenses

Salaries and wages

12,600

84,750

25,100

133,788

Provision for Slow Moving Inventories

(1,387,123)

Bad debt Expenses (Power Track)

167,364

524,685

Total operating expenses

36,750

(1,045,067)

83,241

1,266,103

Income (Loss) from operations

(36,750)

1,019,152

(88,127)

(1,354,757)

Other income (expense):

Interest income/(expenses)

(12,523)

(16,577)

(16,895)

(16,577)

Loss in inventory write down

(1,981,604)

Loss in sale of fixed assets

(1,091,071)

Write off of fixed assets

(1,244,703)

Other income (expense)

2,998

1,000

338,713

Total other expense

(12,523)

(3,239,886)

(15,895)

(3,995,242)

Income (loss) before income tax

(49,273)

(2,220,734)

(104,022)

(5,349,999)

Provision for income taxes

Net Loss

(49,273)

$(2,220,734)

$ (104,022)

$(5,349,999)

Other Comprehensive Income (Loss)

Total Comprehensive Loss

(49,273)

$(2,220,734)

$ (104,022)

$(5,349,999)

Basic income (loss) per share

(0.00)

(0.02)

(0.00)

(0.04)

Fully diluted income (loss) per share

(0.00)

(0.02)

(0.00)

(0.04)

Basic weighted average number of

shares outstanding

373,526,648

120,125,000

341,382,654

120,125,000

Fully diluted weighted average number

of shares outstanding

373,526,648

120,125,000

341,382,654

120,125,000

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

Infrastructure Developments Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended

June 30, 2012

June 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(104,022)

(5,349,999)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

38,169

(Gain)Loss on disposition of assets

2,335,774

Changes in operating Assets and Liabilities:

Decrease (increase) in:

Accounts receivable

358,541

Inventories

1,913,860

Prepaid expenses

16,667

103,315

Other current assets

5,097

196,840

Increase (decrease) in:

Notes payable

(42,800)

(2,065,926)

Accounts payable

(27,856)

(402,320)

Accrued liabilities

2,465

(9,603)

Net Cash Used in Operating Activities

(150,449)

(2,881,347)

CASH FLOWS FROM INVESTING ACTIVITIES

Investments in Unconsolidated Entity

(19,301)

Proceeds from sale of Fixed Assets

412,446

Net Cash Provided (Used) by Investing Activities

(19,301)

412,446

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued Against Debt and Cash

137,260

70,000

Increase in Long term debt

2,409,003

Net Cash Provided by Financing Activities

137,260

2,479,003

NET INCREASE (DECREASE) IN CASH

(32,491)

10,104

CASH AT BEGINNING OF PERIOD

42,690

72,868

CASH AT END OF PERIOD

10,199

82,972

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

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

. NOTE 1 - ORGANIZATION AND HISTORY

Infrastructure Developments Corp. (the “Company”), formerly 1^st Home Buy and Sell Ltd., was

incorporated under the laws of the state of Nevada on August 10, 2006. The Company changed

its name to “Infrastructure Developments Corp.” on March 1, 2010.

On April 14, 2010, the Company and Interspec International, Inc. (“Interspec”, formerly Intelspec

International, Inc.), a Nevada corporation, engaged in engineering, construction, and project

management executed a stock exchange agreement, whereby the Company agreed to acquire

100% of the issued and outstanding shares of Interspec in exchange for 14,000,000 shares of the

Company’s common stock. Because the owners of Interspec became the principal shareholders of

the Company through the transaction, Interspec is considered the acquirer for accounting

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

Interspec.

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

Principles of Consolidation

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

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

transactions and balances have been eliminated in consolidation.

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.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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.

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 June 30,

2012.

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.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising

The Company expenses the cost of advertising as incurred. For the period ended June 30, 2012,

the Company had no advertising expenses.

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.

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.

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.

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

June 30, 2012, $0 was written off from the Company’s long-lived assets.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 May 9, 2012, the Company issued a promissory note in the amount of $20,000 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 June 30, 2012, the full amount remains outstanding under the

notes.

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. Because of

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, Interspec and those shareholders of Interspec 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 Interspec’s common

stock from the shareholders of Interspec 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 Interspec 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.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company had no payable to related parties as of June 30, 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 December 2011, the Financial Accounting Standards Board (FASB) issued Accounting

Standards Update (ASU) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”,

which will require disclosures for entities with financial instruments and derivatives that are

either offset on the balance sheet in accordance with ASC 210-20-45 or ASC 815-10-45, or are

subject to a master netting arrangement. ASU No. 2011-11 is effective for interim and annual

periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of

the adoption of ASU 2011-11 on its financial position, results of operations, and disclosures.

NOTE 11 – STOCKHOLDERS' EQUITY

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.

Outstanding

• 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.

• On June 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.

• 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.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 11 – STOCKHOLDERS' EQUITY (Continued)

Outstanding (Continued)

• 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 2, 2012, the Company issued 5,882,353 shares of common stock to an

unrelated party against 8% Convertible Note.

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

unrelated party against 8% Convertible Note.

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

unrelated party against 8% Convertible Note.

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

unrelated party against 8% Convertible Note.

• On April 11, 2012, the Company issued 3,017,334 shares of common stock to an

unrelated party for services.

• On April 17, 2012, the Company issued 7,142,857 shares of common stock to an

unrelated party against 8% Convertible Note.

• On April 30, 2012, the Company issued 6,428,571 shares of common stock to an

unrelated party against 8% Convertible Note.

• On May 2, 2012, the Company issued 3,250,000 shares of common stock to an unrelated

party against 8% Convertible Note.

• On May 3, 2012, the Company issued 8,333,333 shares of common stock to an unrelated

party against 8% Convertible Note.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 11 – STOCKHOLDERS' EQUITY (Continued)

Outstanding (Continued)

• On May 16, 2012, the Company issued 11,111,111 shares of common stock to an

unrelated party against 8% Convertible Note.

• On May 22, 2012, the Company issued 11,764,706 shares of common stock to an

unrelated party against 8% Convertible Note.

• On May 25, 2012, the Company issued 16,129,032 shares of common stock to an

unrelated party against 8% Convertible Note.

• On June 13, 2012, the Company issued 5,714,286 shares of common stock to an

unrelated party against 8% Convertible Note.

• As of June 30, 2012, the Company had 394,198,899 shares of common stock issued and

outstanding

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 (“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 – AGREEMENT

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

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

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

Fairfax, Virginia.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

June 30, 2012

NOTE 15 – SUBSEQUENT EVENTS

In July 2012, the Company determined that it would not pursue the closing of the acquisition of

InterMedia. Based upon the review of the due diligence, the Company determined that it would

not be possible to raise the funds required to expand InterMedia as agreed. Accordingly, both

parties determined it was in their best interests not to proceed with the acquisition.

On June 13, 2012, the Company issued 5,714,286 shares of common stock to an unrelated party

against an 8% Convertible Note.

On July 25, 2012 the Company pre-paid in full an outstanding $19,000 convertible note.

On August 16, 2012, the Company’s Board of Directors accepted the resignation of the

Company’s CEO and member of the Board of Directors, Thomas R. Morgan, and on August

15, 2012, accepted the resignation of the Company’s CFO and Principal Accounting Officer,

Digamber Naswa. The Company’s Board of Directors appointed Eric Montandon as CEO, CFO

and Principal Accounting Officer.

I T E M 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

the three and six month periods ended June 30, 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.

Our prefabricated housing business is focused around the marketing and sale of “Wing Houses” in North

America, the Middle East and parts of South-East Asia as a distributor pursuant to an agreement with the

Renhe Group. The units are marketed as mobile offices or living space that fold into a standard container

with all ISO fittings in place for easy transport.

Wing Houses can be placed anywhere with a swing lift and opened into 80 square meters of a living or

working environment within four to five hours for a wide range of applications, including:

• living space

• office space

• on site showrooms

• restaurants

• worker accommodation

• forward operations base

Although the Company is yet to conclude a sale of a Wing House, it and its affiliates have generated over

one hundred leads since April and have quoted approximately ten such leads with pricing details. We

expect to issue formal invoices and realize sales of the Wing Houses in the near future.

The Company has more recently begun focusing on 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. We expect 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 Company 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. We acquired 75% of Cleanfield on June 4, 2012 pursuant to a debt settlement

agreement.

For the six month period ended June 30, 2012:

(i)

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.

(ii)

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

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

was 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. InterMedia is a media production company and defense

contractor based in Fairfax, Virginia.

(iii)

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.

Subsequent to the six month period ended June 30, 2012:

(i)

In July 2012, the Company determined that it would no pursue the closing of the acquisition

of InterMedia. Based upon the review of due diligence the Company determined that it would

not be possible to raise the funds required to expand InterMedia as agreed. Accordingly, both

parties determined it was in their best interests not to proceed with the acquisition.

(ii)

On July 25, 2012, the Company pre-paid in full an outstanding $19,000 convertible note.

(iii)

On August 16, 2012, the Company's board of directors accepted the resignation of the

Company's CEO and member of the board of directors, Thomas R. Morgan, and on August

15, 2012, accepted the resignation of the Company's CFO and Principal Accounting Officer,

Digamber Naswa. The Company's board of directors appointed Eric Montandon as CEO,

CFO and Principal Accounting Officer.

Net Losses

Net loss for the three month period ended June 30, 2012 was $49,273 as compared to $2,220,734 for the

three month period ended June 30, 2011, a decrease of 98%. Net loss for the six month period ended June

30, 2012 was $140,022 as compared to $5,349,999 for the six month period ended June 30, 2011, a

decrease of 97%. 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 and six month periods. Net loss in the previous and six 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 anticipated development of CNG related activities in

the U.S. and Thailand.

Net Revenues

Net revenues for the three month period ended June 30, 2012 were $0 as compared to $102,246 for the

three month period ended June 30, 2011. Net revenues for the six month period ended June 30, 2012 were

$56,300 as compared to $291,715 for the six month period ended June 30, 2011, a decrease of 81%. 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 June 30, 2012 was $0 as compared to $25,915 for the three

month period ended June 30, 2011. Gross loss for the six month period ended June 30, 2012 was $4,886

as compared to $88,654 for the six month period ended June 30, 2011, a decrease of 85%. The decrease in

gross loss in the current periods 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.

Operating Expenses (Income)

Operating expenses for the three month period ended June 30, 2012 increased to $36,750 from operating

income of $1,045,067 for the three month period ended June 30, 2011. Operating expenses for the six

month period ended June 30, 2012 decreased to $83,241 from $1,266,103 for the six month period ended

June 30, 2011, a decrease of 93%. Operating expenses are from general, selling and administrative

expenses, salaries and wages, and depreciation and amortization expense. The operating income in the

three month period ended June 30, 2011 was due to a provision for slow moving inventories with regard

to Power Track's quarry operations totaling $1,387,123. Over the three and six month periods general,

selling and administrative expenses decreased to $24,150 from $89,942 and to $58,141 from $607,630,

respectively. Over the three and six month periods salaries and wages decreased to $12,500 from $84,750

and to $25,100 from $133,788, respectively. Over the three and six month periods our Power Track bad

debt expenses decreased to $0 from $167,364 and $524,685, 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 June 30, 2012 were $12,523 compared to $3,239,886 for

the three month period ended June 30, 2011. Other expenses for the six month period ended June 30,

2012 were $15,895 compared to $3,995,242 for the six month period ended June 30, 2011. The decrease

was primarily due to losses in the previous periods from Power Track’s inventory write down and the

write down 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 June 30, 2012, we had a working capital deficit of $292,420. Our current assets were $35,551

consisting of cash of $10,199, prepaid expenses of $15,740 and other current assets of $9,612. Our total

assets were $54,852 consisting of current assets and investments of $19,301. Our current and total

liabilities were $327,971 consisting of notes payable of $285,426 and accrued expenses of $42,544.

Stockholders deficit was $273,971 as of June 30, 2012.

Cash flows used in operating activities for the six month period ending June 30, 2012 were $150,449

compared to $2,881,347 for the six month period ending June 30, 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 accounts payable. 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 used in investing activities for the six month period ending June 30, 2012 were $19,301

compared to cash flows provided by investing activities of $412,446 for the six month period ending June

30, 2012. Cash flow used in investing activities in the current period is due to loans to Cleanfield. 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 six month period ending June 30, 2012 were $137,260

as compared to $2,479,003 for the six month period ending June 30, 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 a potential company acquisition.

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. 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.

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.

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 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 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 June 30, 2012, that materially affected, or are reasonably

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

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.

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 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.

International and political events may adversely affect our operations.

To date our revenue is derived entirely from non-United States operations, which reality 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.

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.

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.

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 June 30, 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.

We have realized funding from Asher Enterprises, Inc. ("Asher"), in the form of convertible notes, which

has been converted into 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.

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 March 15, 2011, June 1, 2011, March 7, 2012, and May 9, 2012 the Company issued promissory notes

in the amounts of $60,000, $40,000, $19,000, $20,000 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 were 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

$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

$40,000

March 1, 2012

$10,000

0.0012

8,333,333

May 3, 2012

$10,000

0.00090

11,111,111

May 16, 2012

$8,000

0.00068

11,764,706

May22, 2012

$10,000

0.00062

16,129,032

May 25, 2012

$3,600**

0.00063

5,714,286

June 13, 2012

$19,000

December 12, 2012

***

June 25, 2012

$19,000

February 11, 2013

$20,000

Total

$20,000

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

Includes $1,600 in interest from the note due on March 1, 2012.

***

Amount prepaid by the Company on June 25, 2012.

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.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

Effective August 16, 2012, the Company's board of directors accepted the resignation of Thomas R.

Morgan as chief executive officer and director of the Company.

Effective August 15, 2012, the Company's board of directors accepted the resignation of Digamber

Nawsa as chief financial officer and principal accounting officer of the Company.

Effective August 16, 2012, the Company's board of directors appointed Eric Montandon as chief

executive officer, chief financial officer and principal accounting officer.

Mr. Montandon was appointed as a director of the Company on May 17, 2011. He will serve until the

next annual meeting of our shareholders and his successor is elected and qualified.

Business Experience:

Mr. Montandon joined the board of directors of Asia8, Inc., in 2000 and became its CEO and CFO. He

and was instrumental in Asia8, Inc.’s acquisition and development of World Wide Auctioneers, Ltd.

His primary business focus has been on those two companies and WWA Group, Inc., since 2003

(WWA Group holds approximately 29% of the Company's common stock). Mr. Montandon is

responsible for the overall management of these companies and is involved in many of their day-to-

day operations, finance and administration. In 1994 Mr. Montandon was involved in forming

Momentum Asia, Inc., a design and printing operation in Subic Bay, Philippines. He operated this

company as its CEO until the middle of 2000. Between 1988 and 1992 he worked for Winius-

Montandon, Inc. as a commercial real estate consultant and appraiser in Phoenix, Arizona.

Director Qualifications:

Mr. Montandon graduated from Arizona State University in 1988 with a Bachelor’s Degree in

Business Finance. He has worked with early stage companies for the past two decades.

Other Public Company Directorships in the Last Five Years:

Over the last five years Mr. Montandon has been an officer and director of three public companies:

WWA Group, Inc. (from 2003 to present) (chief executive officer and director); Asia8, Inc., a holding

company with a significant interest in WWA Group (from February 2000 to present) (chief executive

officer, chief financial officer and director); and Net Telecommunications, Inc., formerly a

telecommunications service provider (from September 2000 to present) (director).

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.

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/ Eric Montandon

August 18, 2012

By: Eric Montandon

Its: Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

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). Incorporated by

reference to the Company's Form 10-Q filed with the Commission on May 15, 2012.

10.10

Debt Settlement Agreement with Cleanfield Communications (dated June 4, 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.

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).

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).

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.

Attached files

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INFRASTRUCTURE DEVELOPMENTS CORP. Reports