INFRASTRUCTURE DEVELOPMENTS CORP. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - INFRASTRUCTURE DEVELOPMENTS CORP.	Financial_Report.xls
EX-32 - CERTIFICATION - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit32.htm
EX-31 - CERTIFICATION - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit31.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, 2013.

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 May 17, 2013, was 471,774,657.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31,

2011 (audited)

Unaudited Consolidated Statements of Operations for the three month periods

ended March 31, 2013 and March 31, 2012

Unaudited Consolidated Statements of Cash Flows for the three month periods

ended March 31, 2013 and March 31, 2012

Notes to Financial Statements

Item 2.

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

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

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.

Consolidated Balance Sheets

March 31, 2013

December 31,

Assets

(Unaudited)

2012*

Current assets:

Cash

3,017

7,601

Other current assets

9,612

Total current assets

12,629

17,213

Investment in unconsolidated entity

19,301

Total Assets

31,930

36,514

Liabilities and Stockholders' Equity

Current liabilities:

Notes payable

18,000

283,426

Accrued expenses

59,344

62,328

Total current liabilities

77,344

345,754

Long-term debt

Total liabilities

77,344

345,754

Commitments and contingencies

Shareholders' Equity

Common stock: Authorized: 500,000,000

common shares with $0.001; Issued : 471,774,657

471,775

432,684

Preferred stock: Authorized: 10,000,000

preferred shares with $0.001; Issued : 9,000,000

9,000

Additional paid-in capital

8,705,141

8,488,704

Retained earnings

(9,231,330)

(9,230,628)

Total Stockholders' Equity

(45,414)

(309,240)

Total Liability and Stockholders' Equity (Deficit)

31,930

36,514

* The Balance Sheet as of December 31, 2012 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.

Consolidated Statements of Operations

Three Months

Ended March 31,

2013 (Unaudited)

2012 (Unaudited)

Net Revenues:

Project Management

56,300

Total net revenues

56,300

Cost of Goods Sold

61,186

Gross profit (loss)

(4,886)

Operating expenses:

General, selling and administrative expenses

9,680

33,991

Salaries and wages

6,000

12,500

Depreciation and amortization expense

Total operating expenses

15,680

46,491

Loss from operations

(15,680)

(51,377)

Other income (expense):

Interest income (expense)

14,979

(4,372)

Other income (expense)

1,000

Total other income (expense)

14,979

(3,372)

Loss before income tax

(702)

(54,749)

Provision for income taxes

NET LOSS

(702)

(54,749)

Basic income (loss) per share

(0.00)

0.00

Fully diluted income (loss) per share

(0.00)

0.00

Basic weighted average number of shares outstanding

471,774,657

309,238,659

Fully diluted weighted average number of shares outstanding

471,774,657

309,238,659

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

Infrastructure Developments Corp.

Consolidated Statements of Cash Flow

Three months ended

March 31, 2013

March 31, 2012

(Unaudited)

Cash flows from operating activities:

Net income ( loss)

(702)

(54,749)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

Changes in operating Assets and Liabilities:

Decrease (increase) in:

Accounts receivable

Inventories

Prepaid expenses

8,333

Other current assets

(6,432)

Increase (decrease) in:

Notes Payable

(265,426)

(23,800)

Accounts payable

17,404

Accrued liabilities

(2,984)

7,373

Net cash provided by (used in)

operating activities

(269,112)

(51,871)

Cash flows from investing activities:

Proceeds from sale of Fixed Assets

Investments in Unconsolidated Entity

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Common Stock Issued Against Services

Common stock issued Against Debt and Cash

264,528

27,500

Increase (Decrease) in long Term Debt

Net cash provided by (used in) financing activities

264,528

27,500

Net increase (decrease) in cash

(4,584)

(24,371)

Cash at beginning of period

7,601

42,690

Cash at end of period

3,017

18,319

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

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2013

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 acquired Interspec International, Inc. (“Interspec”, formerly

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

project management, in exchange for 14,000,000 shares of the Company’s common stock. Since

the owners of Interspec became the principal shareholders of the Company as the result of the

acquisition, Interspec is considered the acquirer for accounting purposes and the transaction

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 a distributor of Wing Houses mobile shelters.

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 Intelspec 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)

March 31, 2013

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 March

31, 2013.

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)

March 31, 2013

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising

The Company expenses the cost of advertising as incurred. For the period ended March 31, 2013,

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 (Continued)

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 2013, no amounts were written off from the Company’s long-lived assets.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2013

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

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)

March 31, 2013

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company had no payable to related parties as of March 31, 2013.

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 February 2013, the FASB issued authoritative guidance related to reclassifications out of

accumulated OCI. Under the amendments in this update, an entity is required to report, in one

place, information about reclassifications out of accumulated OCI and to report changes in its

accumulated OCI balances. For significant items reclassified out of accumulated OCI to net

income in their entirety in the same reporting period, reporting is required about the effect of the

reclassifications on the respective line items in the statement where net income is presented. For

items that are not reclassified to net income in their entirety in the same reporting period, a cross

reference to other disclosures currently required under U.S. GAAP is required in the notes to the

consolidated financial statements. We plan to adopt this guidance in fiscal year 2013 and do not

believe that the adoption of this guidance will have a material impact on its Consolidated

Financial Statements.

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.

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

unrelated party against 8% Convertible Note.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2013

NOTE 11 – STOCKHOLDERS' EQUITY (Continued)

Outstanding (Continued)

§ 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 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.

INFRASTRUCTURE DEVELOPMENTS CORP.

Condensed Notes to the Financial Statements (Unaudited)

March 31, 2013

NOTE 11 – STOCKHOLDERS' EQUITY (Continued)

Outstanding (Continued)

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

party against 8% Convertible Note.

§ 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.

§ On November 26, 2012, the Company issued 19,166,666 shares of common stock to an

unrelated party against 8% Convertible Note.

§ On December 31, 2012, the Company issued 19,318,182 shares of common stock to an

unrelated party against 8% Convertible Note.

§ On January 11, 2013, the Company issued 19,545,455 shares of common stock to an

unrelated party against 8% Convertible Note.

§ On January 15, 2013, the Company issued 19,545,455 shares of common stock to an

unrelated party against 8% Convertible Note.

§ On February 4, 2013, the Company issued 9,000,000 shares of Preferred stock to an

unrelated party against a Debt Settlement Agreement.

§ As of March 31, 2013, the Company had 471,774,657 shares of common stock and

9,000,000 preferred 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 – 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 is not aware of any

subsequent events which would require recognition or disclosure in the financial

statements.

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, 2013. Our fiscal year end is December 31.

The Company's current operations consist of marketing efforts for Wing House mobile shelters.

The Company’s original business was a limestone mining and earthmoving operation in the United Arab

Emirates operated by Power Track Projects FZE, a United Arab Emirates registered Free Zone Enterprise.

Power Track Projects FZE suffered significant financial losses when the UAE construction and real estate

market collapsed in late 2009. The quarry was closed and most of the assets written off. Losses were

booked in fiscal year 2011.

Beginning in 2008 we targeted a wide variety of private and government funded project management

contracts 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. Between 2009

and 2011 U.S. military contracts in Southeast Asia were a significant source of the Company’s work, with

projects including:

§ Design/Build Construction of a Close Quarters Battle (CQB) Training Facility, Camp Erawan,

Thailand; the project consists of the construction for the U.S. Navy of a two-story shoot house for

military training; awarded May, 2009, completed January 21, 2010.

§ Construction of seven new barracks, wash facilities, food-preparation facilities and dining

facilities, along with the repair of existing, and construction of additional roads, sidewalks, wells,

lighting and electrical distribution, for the U.S. Navy's GPOI Training Facilities, Kampong Spoe,

Cambodia; awarded August 2009, completed April 29, 2010.

§ Blank Purchase Agreements for heavy equipment and adviser and troop transportation, in support

of the 2010 U.S. Army “Angkor Sentinel” exercise in Cambodia, part of the Global Peace

Operations Initiative, which aims to train, and where appropriate equip, 75,000 Peacekeepers

worldwide; commenced August 2010, completed August 2011.

§ Design/build contract for the U.S. Navy’s Lido Phase II Project in Indonesia consisting of

designing and building a two storey barrack, dining facilities, a mess hall, a kitchen, roads,

parking areas, and site utilities; awarded September 29, 2010, we discontinued our involvement

with this contract due to subcontractor issues at the end of 2011.

However, due to narrow profit margins on U.S. Navy contracts in Southeast Asia, as well as fierce

competition in this area, we suspended bidding on Southeast Asian projects.

Our recent focus has been 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 step into the alternative fuels business was with operations at its facility in Chonburi,

Thailand with the diesel to CNG conversion of a 250Kva/200Kw Cummins diesel generator at the end of

2011. Conversion activities were suspended in late 2012 due to lack of funding.

The Company entered into a memorandum of understanding with Cleanfield Energy, Inc. ("Cleanfield")

on July 1, 2011, as amended on July 7, 2011 whereby it committed to providing Cleanfield with interim

funding to cover expenses for converting vehicles in the US to natural gas. By the end of 2011 we had

established a conversion location with Cleanfield in Tempe, Arizona. The Company intended to establish

a regional network of conversion facilities and fueling points using a number of proven devices, including

fully owned branches, franchises, and innovative joint ventures. The Company acquired 75% interest in

Cleanfield on June 4, 2012 pursuant to a debt settlement agreement. Despite these efforts, the US

conversion activities were suspended in late 2012 due to lack of funding.

The Company’s 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 Wing House is a solution for any application requiring low-cost,

rapidly-mobile structures.

The standard Wing House units are mobile modular prefabricated structures that fold out from standard

40-foot or 20-foot shipping containers to ready-to-use structures, with all baths, water, plumbing, air

conditioning, lighting, cable, network and electrical fittings in place. This folding capacity allows a

standard 40-foot unit delivered with a 320 square foot footprint to open into an 880 square foot structure

in 4 to 5 hours, in a process requiring only basic hand tools and workers capable of following simple

instructions. Any truck and hoisting equipment capable of handling standard shipping containers can

transport and place a Wing House. Since container sizes are standard around the world, this equipment is

widely available. The combination of standard ISO container dimensions and fittings and the ability to

quickly unfold into a structure much larger than the original container makes the Wing House extremely

economical to ship. Two or more Wing Houses can be joined end to end or side to side to form larger

structures. Multiple standard floor plan configurations are available and custom plans can be ordered.

While other container-based prefabricated structures are available, they offer final available space equal

to that of the original container. We are aware of no other container-based prefabricated modular

structure that shares the ability of the Wing House to open into a structure much larger than the delivered

unit.

Wing Houses are rated for extreme temperatures, safe in hurricanes and earthquakes, meet the highest

safety and building code standards, and are very economical. The units use insulation sourced from

Bradford Insulation, Australia’s leading insulation brand. The units carry a 5-star energy use rating and

are ideal for use in extreme climates

Wing Houses come in many building configurations and room configurations, and they retail at

approximately $45,000-$85,000 ex-port in China. The Wing House is built in China by Renhe

Manufacturing and has been re-branded by the Company. Renhe has an exclusive distribution agreement

with MKL Asia, a company owned by the original patent holder who is also the principal of Renhe.

MKL Asia has granted a sub-distribution license to the Company and its affiliates to market and sell

Wing House in North America, the GCC, and most of Southeast Asia.

Wing Houses are suitable for a wide range of applications, including:

§ living space

§ office space

§ on site showrooms

§ restaurants

§ worker accommodation

§ forward operations bases

Standard configurations include:

§ 3 Bedrooms + 1 Living room + 1 Kitchen + 1 bath + 1 Laundry

§ 4 Bedrooms + 2 Kitchens + 2 baths

§ 4 Bedrooms + 4 baths

§ 6 Bedrooms + 6 baths

§ 8 Bedrooms + 4 baths

§ 1 Classroom + 1 bath + 1 Office

§ 1 large room

The Wing House is available in configurations specifically optimized for classroom use, wired with high-

speed Internet and with computer stations included.

The range of products also includes the newly developed “pop out” 20 and 40 foot rapid deployment units

that slide out in minutes and are also pre-fit with all baths and fixtures.

For the three month period ended March 31, 2013:

(i)

On February 18, 2013, the Company paid the final amounts outstanding on its convertible

notes.

(ii)

On February 27, 2013, DTC lifted a depository chill on the Company’s common stock.

(iii)

The Company authorized the issuance of 9,000,000 shares of Super Voting Preferred Stock

for the settlement of nearly $256,000 in debt.

Net Losses

Net loss for the three month period ended March 31, 2013, was $702 as compared to $54,749 for the three

month period ended March 31, 2012. The decrease in net loss over the comparable periods is due to

decreases in operating expenses in the current period. The Company is confident that it will transition to

net income in the next twelve months based on the anticipated development of its Wing House business.

Net Revenues

Net revenues for the three month period ended March 31, 2013, were zero as compared to $56,300 for the

three month period ended March 31, 2012. The decrease in net revenues over the comparable periods can

be attributed to management contract revenue in the prior period related to Lido Phase II. We expect net

revenues over the next twelve months as a result of our development of our Wing House business.

Gross Loss

Gross loss for the three month period ended March 31, 2013 was zero as compared to $4,886 for the three

month period ended March 31, 2012. The decrease in gross loss in the current period is due to the absence

of revenue while costs in the previous period are associated with the completion of the Lido Phase II

project which costs exceeded corresponding revenues. We expect to transition to gross income over the

next twelve months in step with our expected realization of revenue from the sale of Wing Houses.

Operating Expenses

Operating expenses for the three month period ended March 31, 2013 decreased to $15,680 from $46,491

for the three month period ended March 31, 2012. Operating expenses include general, selling and

administrative expenses, salaries and wages, and depreciation and amortization expense. Over the

comparative periods general, selling and administrative expenses decreased to $9,680 from $33,991 and

salaries and wages decreased to $6,000 from $12,500. We expect operating expenses to increase in the

near term as we develop the marketing of Wing House products.

Other Income/Expenses

Other income for the three month period ended March 31, 2013 were $14,979 compared to other expenses

of $3,372 for the three month period ended March 31, 2012. The transition to other income is due to a

transition to interest income from interest expense.

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, 2013, we had a working capital deficit of $64,715. Our current assets were $12,629

consisting of cash of $3,017 and other current assets of $9,612. Our total assets were $31,930 consisting

of current assets and investments of $19,301. Our current and total liabilities were $77,344 consisting of

notes payable of $18,000 and accrued expenses of $59,344. Stockholders deficit was $45,414 as of March

31, 2013.

Cash flows used in operating activities for the three month period ended March 31, 2013 were $269,112

compared to $51,871 for the three month period ended March 31, 2012. Cash flow used in operating

activities in the current period is primarily due to changes in operating assets and liabilities due to a

decrease in notes 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 three month period ended March 31, 2013 and 2012 were

zero. We expect to use cash flow in investing activities over the next twelve months as we develop our

Wing House business.

Cash flows provided by financing activities for the three month period ended March 31, 2013 were

$264,528 as compared to $27,500 for the three month period ended March 31, 2012. Cash flows provided

by financing activities in the current period are attributable to common stock issued against debt and cash.

We expect to realize cash flows provided by financing activities over the next twelve months.

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 years ended December 31, 2012 and 2011, 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 2013 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 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 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 March 31, 2013, 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 years ended December 31, 2012 and 2011, 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 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.

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.

Our past 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. 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, and March 12, 2012 and May 11, 2012 the Company issued

promissory notes in the amounts of $60,000, $40,000, $19,000, and $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

Payment

Conversion Conversion

Conversion

Remaining

Amounts

Amount

Price

Shares

Dates

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

$19,000

***

$20,000

February 11, 2013

$5,750

0.0003

19,166,666

Nov. 26, 2012

$4,250

0.00022

19,318,182

Dec. 31, 2012

$4,300

0.00022

19,545,455

Jan. 11, 2013

$4,300

0.00022

19,545,455

Jan. 15, 2013

$1,400

****

Total

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.

****

Amount prepaid by the Company on February 18, 2013.

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 February 4, 2013, the Company entered into a debt settlement agreement with Adderley Davis &

Associates for the settlement of $255,928.46 in amounts owed in exchange for 9,000,000 shares of Super

Voting Preferred Stock, issued pursuant to the exemptions from registration provided by Section 4(2) and

Regulation S 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.

Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt

from the registration requirements of the Securities Act, provided that certain conditions are met.

Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities

professionals involved in the distribution process pursuant to contract, their respective affiliates, and

persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales

by persons other than the issuer, securities professionals involved in the distribution process pursuant to

contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of

any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfied all

conditions of the applicable safe harbor is deemed to be outside the United States as required by

Regulation S.

The Company complied with the requirements of Regulation S by having directed no offering efforts in

the United States, by offering common shares only to an offeree who was outside the United States at the

time of the offering, and ensuring that the offeree to who the common shares were offered was a non-U.S.

offeree with an address in a foreign country.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFTETY DISCLOSURES

Not applicable.

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

27 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

May 20, 2013

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). Incorporated by reference to the

Company's Form 10-Q filed with the Commission on August 20, 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 and 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).

Certification of the Chief Executive Officer and 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

Attached files

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INFRASTRUCTURE DEVELOPMENTS CORP. Reports