INFRASTRUCTURE DEVELOPMENTS CORP. - FORM 10-K

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EX-32 - INFRASTRUCTURE DEVELOPMENTS CORP.	exhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________.

Commission file number: 000-52936

INFRASTRUCTURE DEVELOPMENTS CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

27-1034540

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 488-2006

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o Noþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yesþ Noo

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).

Yesþ Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No þ

The aggregate market value of the registrant’s common stock, $0.001 par value (the only class of voting stock), held by non-affiliates (582,442,708 shares) was $582,443 based on the average of the bid and ask price ($0.001) for the common stock on April 21, 2015.

At April 21, 2015, the number of shares outstanding of the registrant’s common stock, $0.001 par value, was 1,113,774,657, and the number of shares outstanding of the registrant’s preferred stock, $0.001 par value, was 0.

TABLE OF CONTENTS

PART I

Item1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities22

Item 6.

Selected Financial Data

Item 7.

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

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters34

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Signatures

PART I

ITEM 1. BUSINESS

Corporate History

The Company was incorporated in Nevada as “1^stHome Buy & Sell Ltd.” on August 10, 2006, to operate as a real estate company. On August 31, 2008, the Company ceased all operations to become a “shell” company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and sought to identify a suitable business opportunity. On March 1, 2010, while evaluating possible business combinations, acquisitions or development opportunities, the Company changed its name from “1st Home Buy & Sell Ltd.” to “Infrastructure Developments Corp.”

On April 7, 2010 the Company signed a share exchange agreement to acquire Intelspec International, Inc. (“Intelspec”) in exchange for 14,000,000 shares of its common stock. The acquisition of Intelspec was completed on April 14, 2010, whereby the shareholders of Intelspec acquired 70% of the Company. The closing of the transaction represented a change in control which for financial reporting purposes was characterized as a reverse acquisition or recapitalization of Intelspec. Following the closing, our principal business became that of Intelspec. On April 26, 2010, the Company disclosed the information that would have been required if it were filing a general form for registration of securities on Form 10, as required under Item 2.01(f) of Form 8-K, thereby removing its status as a “shell” company.

The Company effected a six for one forward split of its common stock on June 11, 2010 that increased the Company’s issued and outstanding shares from 20,000,000 to 120,000,000.

Intelspec changed its name to Interspec International, Inc. ("Interspec") pursuant to an out-of-court legal settlement with Intel Corporation on November 21, 2011

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

On February 4, 2013, the Company authorized the issuance of 9,000,000 of its 10,000,000 available shares of Super Voting Preferred Stock for the settlement of nearly $256,000 in debt. The holders of Super Voting Preferred Stock are entitled to fifty votes for each share of Super Voting Preferred Stock held at each meeting of stockholders of the Company.

On March 31, 2014, stockholders consented in writing to amend the Company's Articles of Incorporation (the "Articles of Amendment") to increase the Company’s authorized shares of common stock from 500,000,000 common shares to 3,000,000,000 shares. The Company subsequently disseminated a Definitive Information Statement. The Articles of Amendment became effective upon filing with the Nevada Secretary of State on June 23, 2014.

During 2014, the Company determined that it had nominal assets and these assets consisted solely of cash, and therefore the Company determined that it became a “shell” company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

On June 25, 2014, the Company closed the Agreement with Joseph and acquired Orbis as a wholly owned subsidiary. The Company authorized the issuance of 160,000,000 shares to Joseph pursuant to the Agreement. At that time the Company ceased being a "shell” company.

In July 23, 2014 the Company dissolved its subsidiary Interspec International, Inc.

On July 24, 2014, the Company authorized the conversion of 9,000,000 shares of Preferred stock issued on February 4, 2013, to 450,000,000 shares of the Company's common stock.

In September 2014, the Company appointed a new director and corporate secretary, Cyril Means, to serve until the next annual general meeting shareholders.

In October 2014, the Company authorized the conversion of $15,000 in aged debt to 10,000,000 shares of the Company's common stock.

Our common stock is quoted on the OTC Pink electronic quotation system under the symbol “IDVC”.

Overview of Infrastructure Developments Corporation

The Company's current operations consist of marketing efforts for prefabricated housing. 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 Company also offers project management services for various types of construction projects in Southeast Asia.

Wing House Overview

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 worldwide 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 Middle East region (including Gulf Cooperation Council nations Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates) and most of Southeast Asia.

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

living and 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.

The Wing House has been featured in a National Association of Realtors (NAR) white paper, titled “The Shipping Container as a Home”, released by the NAR’s Center for Realtor Technology, released on December 10, 2014. The report generated a substantial increase in website visits and product inquiries.

The Company has been involved in managing design/build construction projects in the past in Southeast Asia, namely barracks and other facilities managed for the US Navy. Operational opportunities in this industry are still being pursued.

The Modular Building Institute (MBI) estimates that at the end of 2011 there were well over 500,000code-compliant relocatable buildings in North America. MBI estimated that the total value of industry owned relocatable buildings was between $5.5 - $6.0 billion, and that these assets generated estimated annual revenues of $3.0 billion. MBI reports as follows:

...fleet owners indicated that top markets served were: classrooms or educational units; construction site offices; general offices; retail/hospitality; and “energy/industrial” This last category is comprised mainly of workforce housing accommodations in areas of energy exploration.

Income from the three largest companies primarily engaged in the sale and lease of relocatable buildings exceeds 50 percent of the total industry revenue. The ten largest fleet owners account for greater than 75 percent of total revenue while the top twenty account for greater than 90 percent. About 75 percent of all inventory of relocatable buildings in North America is controlled by the ten largest fleet owners, with 90 percent controlled by the top 20 largest fleet owners.

Fleet owners generated revenue from the following sources:

Leasing activity – 45%

Sales – 30%

Service – (transportation, installation, stairs, ramps, etc.) – 25%

A 2011 report by Sage Policy Group, titled The Economic & Financial Performance of the U.S. Modular Building Industry, analyzed thousands of relocatable building transactions over a 10 year period. The average annual return on investment of a relocatable building sold was 18 percent, which was achieved after an average holding period of 5.8 years.

The Company intends to target the North American oil & gas. The Company has invited hundreds of parties that are active in the prefabricated mobile shelter industry in North America to cooperate in marketing and placing this unique product, and the response has to date been positive.

The Company’s initial focus on the oil and gas industry is an obvious choice. Growth in the North American market for modular, transportable, prefabricated structures is dominated by the energy and mining industries. Soaring commodity prices and the boom in shale-based and other unconventional energy industries has driven rapid employment growth in many of these industries. IHS Global Insight reports that the unconventional oil and gas industry in the United States created 1.7 million jobs in 2012, according to a report by IHS Global Insight. By 2015, that number is expected to grow to 2.5 million and nearly reach 3.5 million by 2035. Many of these jobs will involve field work in areas with little available worker housing and few existing structures.

The rapid expansion of North American resource extraction industries has led to the emergence of multiple companies providing complete solutions for installing and managing workforce accommodation camps. These facilities range from small temporary installations housing exploration crews to large scale camps housing thousands of workers engaged in full scale production. Since the Wing House is readily adaptable to situations requiring easy transport and rapid installation and because of the unique ability to present an installed footprint far larger than its shipping footprint, we believe the Wing House will have strong appeal in this market.

While the oil, gas, and mining industries are the priority target, presentation of the Wing House to other markets, including disaster relief, education, and residential housing, will be pursued as showroom units become available.

A Freedonia Group's industry market research report from late 2011 indicated that inside the multi-billion dollar U.S. nonresidential prefabricated building system industry, modular building systems provide the best growth opportunities, and commercial applications are expected to post the fastest gains of any major market. The Company's own research on market demand – combined with new features and refinements of the product to meet more stringent buyer standards –influenced it to initiate this rollout in 2013. Silver Fern Enterprises – based in Texas – handles the Company's Wing House marketing in the U.S. The Company's Wing House marketing in the Gulf Cooperation Council region is through Al Battal Trading; we own one unit in Saudi Arabia to support the marketing effort there. The Company's Wing House marketing in Southeast Asia is through Allied Building Co.; we own two units in Thailand to support the marketing effort there.

Wing House Competition

The Wing House mobile shelter faces no direct competition as a prefabricated expandable container-based mobile shelter system though a variety of site-built shelter options provide indirect competition.

Typical portable cabins used as temporary offices in some regions are much cheaper than the Wing Houses, but they (i) have a life span of much less than half that of a Wing House, (ii) cannot be moved and re-used without virtually rebuilding the units, (iii) can only be trucked as 35 square meters of cabin space per truck (as opposed to Wing House 80 square meter per truck folded in), and (iv) have inferior wiring, lighting, bath fixtures, and insulation. The Wing Houses are competitively priced in certain markets, and for certain users that are looking for more modern and efficient workforce accommodation as opposed to the more utilitarian pre-fabricated structures used in the past.

A number of US and Canadian companies compete in the high quality prefabricated structure market, notably Sunbelt Modular, Pacific Mobile Structures, Mobile Modular, Satellite Shelters, Williams Scotsman, M Space Modular Buildings, and ModSpace. These companies use a variety of systems, typically “panelized”, to install mobile structures in various configurations. Many of these structures are designed to be semi-permanent, and fill a distinctly different niche from the Wing House. They offer greater flexibility in terms of size, with larger and more open floor plans available. They are also typically more expensive and require more time to install. While these structures will continue to dominate the market for larger structures, the Company believes that the Wing House will fill an underserved niche demand for high quality structures offering a far higher degree of mobility and far faster installation than current offerings.

The Company will also compete with companies focused on the leasing of modular workforce housing and the management of workforce housing facilities. Companies engaged in this business include Black Diamond Group Limited, Target Logistics, Atco Structures and Logistics, Rapid Camp Ltd, Guerdon Modular Buildings, Williams Scotsman, Stock Modular, Wilmot Modular Structures, and many others. While some of these companies do produce their own modular housing units, their primary business lies in leasing, installation, and management of workforce camps. The rapid growth of this sector is demonstrated by the recent results of the Black Diamond Group, a publicly traded industry leader with operations focused on Western Canada, which as more than tripled it income since 2009.

The Company recognizes these companies as competitors but also sees them as potential customers. If the Company can provide these companies with a facility option that is more economical, more efficient, and more easily portable than the structures they currently use, we believe that a significant number of these companies would adopt the Wing House as part of their leasing fleet.

The Company anticipates three probable avenues for marketing the Wing House to North American resource extraction industries:

Direct sales to exploration companies needing small, rapidly portable facilities below the size threshold that would justify subcontracting a camp to a turnkey solution provider.

Sales to turnkey workforce camp solution providers.

Eventual formation of a joint management venture, with the Company providing the facilities and local partners providing installation and management services.

International Wing House Markets

The Company holds distribution rights for the Wing House in both the Gulf Cooperation Council (GCC), composed of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates. Fueled by sustained high oil and gas prices, this has emerged as one of the world’s most rapidly growing regions. Steffen Hertog of the London School of Economics states:

No other rich region in the world has grown as fast as the GCC in recent years and none has as rosy an outlook for the near future: IMF estimates of real GDP growth for 2012

range from 2 percent (Bahrain) to 6.3 percent (Saudi Arabia), with a regional average of 4.9 percent. Average growth for 2013 is expected to again reach above 3 percent - all the while all countries bar Bahrain are expected to rack up sizeable fiscal surpluses between 5.8 and 26 percent of GDP thanks to continuing high oil prices. Consumer confidence is at an all-time high and privately driven sectors like retail and construction are expanding rapidly.

Non-oil growth is emerging as a major growth driver, as regional governments invest oil income in heavy industry, infrastructure, and other developments in an effort to diversify their oil-dependent economies. The combination of high investment in increased energy production and surging investment in economic diversification creates a significant opportunity for the marketing of modular workforce housing solutions. Virtually all construction labor in the GCC is provided by contractual workers from other countries. These workers are typically housed on job sites, and construction managers need the ability to pack up housing facilities as jobs finished and move them to other job sites as easily as possible. The extreme mobility and rapid deployment of the Wing House make it a strong contender for acceptance in the GCC market.

The Company also holds marketing rights for the Wing House in Southeast Asia, a region that the OECD expects to maintain a “robust” average of 5.5% over the next five years. Large infrastructure projects, energy and mining industry developments, disaster relief, and temporary offices are among the niches open for the Wing House in Southeast Asia.

The Company’s Prefabricated Housing division will focus primarily on the GCC and Southeast Asia.

Orbis Real Estate Overview

Orbis Real Estate is a full-service Real Estate broker located in Dubai, United Arab Emirates, handling residential and commercial property transactions. Orbis offices are Al Shafar Tower 1, No 803, Tecom, Dubai, United Arab Emirates. Orbis Real Estate is fully licensed by Dubai’s Real Estate Regulatory Authority (RERA) registration number 12387. Orbis was formed as a sole establishment on August 12, 2014 and received its license to transact real estate brokerage business, sales and rental, on August 18, 2014, by the Government of Dubai, United Arab Emirates, Department of Economic Development.

The Dubai Real Estate Market

Dubai was the world’s top performing real estate market through 2013 and early 2014, leading the Global Property Guide’s house price survey for five consecutive quarters. Residential prices rose 31.57 per cent during the year prior to Q1 2014. UK-based Knight Frank reports that house prices rose 27.7 per cent over the 12 months to March 2014, the fastest pace among the 54 countries tracked by the consultancy’s global house price index.

This radical increase, backed by IMF warnings of an overheating market, led the UAE Central Bank to introduce a package of new regulations, including mortgage caps and increased transaction fees, aimed at cooling the market. These measures, combined with the introduction of a substantial number of new units a widespread perception that prices had escalated too fast, led to a substantial slowing of the market beginning in mid-2014. Dubai's property prices rose by 12.98% in 2014, down from 21.52% in 2013, and 21.64% in 2012, but home prices actually dropped, though slightly, in the 3^rd and 4^th quarters. This trend continued in the first quarter of 2015, with the REIDIN sales index indicating that apartment prices fell two per cent quarter-on-quarter in Q1, while villa prices dropped by one per cent compared to Q4, 2014.

Craig Plumb, head of Research at Jones Land LaSalle MENA, states: “The Dubai real estate market continued to experience subdued activity during the first quarter of the year… We expect this trend to continue with average sale prices declining by up to 10 per cent during 2015. Sale prices normally move ahead of rents and this appears to be happening in the residential market in Dubai at present. While this is resulting in increased rental yields, this is likely to be a temporary factor with more attractive yields eventually increasing demand and therefore sale prices again.”

Multiple factors indicate that while the combination of regulatory intervention aimed at cooling markets, new stock entering the market, and rapidly escalating prices will cool Dubai’s real estate market in 20l5, growth is likely to resume in subsequent years.

Economic growth remains robust, with the Oxford Business Group estimating 2014 growth at 5 percent and projecting 4.5 percent growth in 2015 and 2016. Dubai’s hosting of World Expo 2020, a six-month trade event that is expected to attract 25 million visitors, is driving a substantial surge in public and private investment. Projects worth Dh30 billion are expected to be built across Dubai before the event takes place. The government has earmarked $1.73 billion for new infrastructure projects in 2015, up 13 per cent year-on-year, and this rate of spending is expected to continue and increase up to 2020. Expo 2020 is expected to create up to 100,000 new jobs over 2015-2021, and add 0.5-0.6 percentage points to gross domestic product (GDP).

Despite the price surge in 2012 and 2013, Dubai’s real estate prices remain extremely affordable by global standards, and rental yields remain high, an attractive combination for real estate investors. The Global Property Guide compare prices, rents, and yields for 120 square meter apartments in major cities, showing that Dubai at $5,037 is merely one quarter the cost of locales such as New York and Hong Kong.

Dubai also retains strong appeal for medium- to long-term investment buyers, based on perceived potential for value appreciation and, equally important, on high rental yields and a highly favorable tax environment. Dubai imposes no tax on either rental income or capital gain from eventual sale.


World Tax Rates
	Yield	Rental Income Tax	Capital Gains Tax
Dubai	6.63%	0	0
Japan	5.53%	1.7%	15%
Denmark	5.18%	3.67%	24%
Turkey	5.05%	14.61%	0
Russia	3.8%	30%	30%
France	3.63%	10%	33.3%
Hong Kong	3.0%	12.16%	0
Singapore	2.41%	15.13%	0
UK	2.09%	0	23%
120-sq. m. apartments located in premier city centers. Source: Global Property Guide

Dubai’s relative affordability and investment appeal are supported by strong economic and demographic fundamentals and by a regulatory system that has seen significant evolution since the market crash of

2008-2009. The period preceding that crash was distinguished by excessive reliance on real estate and construction. The collapse of those industries led to the development of a more diversified economy that is better insulated from shocks in any single sector.


Sector Share in Dubai GDP (2013 Q2)
Sector	Percentage
Financial projects	12%
Transportation	14%
Real estate	13%
Construction	8%
Manufacturing	16%
Whole sale and retail	29%
Other	8%
Source: Dubai Economic Council

Six years ago, construction and real estate accounted for one-third of the economy, but that figure has now been reduced to 21 per cent. Foreign trade, a key element of Dubai’s economy, has shown consistent growth, from 1.1 trillion dirhams in 2011 to 1.235 trillion in 2012, 1.329 trillion in 2013 and 1.331 trillion in 2014. The acceleration of foreign trade underscores Dubai’s role as regional trade and financial hub.

Dubai’s population growth is a primary driver of long term real estate demand. A recent Workforce Planning Study commissioned by Dubai International Academic City (DIAC) and conducted by Deloitte claims that Dubai’s construction and real estate sectors are facing a combined manpower shortage of up to 500,000 people heading into 2015, with project managers, design engineers, and civil engineers in acutely short supply. The shortage has been exacerbated by new green engineering standards and the generally increasing sophistication of these industries, which require increasingly large numbers of well paid professionals. The Dubai statistics center estimates 2014 population growth at 5 percent and anticipates continued growth.

HSBC Global Research predicts that 90,000 new units will be added to Dubai’s housing stock by 2018, but with the population growing by 100,000 per year and the surging demand for knowledge workers, that’s unlikely to keep pace with demand.


UAE's Projected Population Growth (thousands of people)
	2005	2010	2015	2020
Emirati	990	1,000	1,005	1,010
Expatriate	3,100	3,600	4,000	4,400
Total	4,000	4,600	5,005	5,410
Source: Euromonitor

Dubai’s largely expatriate population provides a high rate of real estate turnover, as expatriate workers leave and new ones replace them. This constant “churning” in the real estate market creates high resale demand and liquidity.

The Dubai Real Estate Brokerage Industry

Dubai’s real estate brokerage business is highly fragmented and highly competitive: regional news provider Zawya wrote on Sept 10, 2014 that there are 2238 real estate brokers licensed by Dubai’s Real Estate Regulatory Authority (RERA), which regulates real estate brokers. Unlike the property development industry, which is dominated by publicly traded entities, the brokerage business is dominated by privately held entities that disclose little information about their operations. RERA lists the individual licensed brokers employed by each firm, but does not maintain public data on transactions or revenues per broker.

Review of a randomly selected sample of brokers listed on RERA’s website suggests that roughly 25% of Dubai’s registered real estate brokerage firms employ only a single broker, with roughly 70% employing 3 or fewer. Many of these small brokerages focus on a single niche market focused on a single region or nationality (e.g. Russian-speaking brokers serving an almost exclusively Russian clientele). Many of these firms rely on a small network of contacts and have little online presence. Firms with 4-9 brokers account for 20% of the total. 9% have 10-30 brokers on staff, while only 1% have over 30. The recognized dominant player, Better Homes, has 12 Dubai offices and over 400 employees. International firms such as Cluttons International, Colliers International, Jones Lang LaSalle, C.B. Richard Ellis and others are active in the market, typically focusing on large scale commercial deal making.

With five brokers currently on staff, Orbis Realty is among the top 30% of Dubai’s brokerages in terms of size. Planned expansion would move Orbis into the top 10%, though still much smaller than the largest market participants.

Supply and Demand

Global Property Guide reports that Dubai's total residential stock was around 377,000 units at the end of 2014. Jones Lang LaSalle predicts that that 25,000 units will enter the market in 2015. Craig Plumb, JLL head of research for the Middle East and North Africa, believes that the addition of new supply is not a major influence on the current price correction: "It's manageable - with the population and incomes growing you'd expect to absorb (that)," said Plumb. "It's not supply that's causing the correction, it's more that prices got a bit too high."

HSBC Global Research predicts that Dubai will see 90,000 new units enter the market by 2018, but states that the market will absorb – fairly easily — the new supply even if the population grows less than 5 per cent per year, substantially below 2012 and 2013 levels. Assuming an average household size of 4.4 (per current Dubai statistics), the report estimates that the Dubai population would need to increase by 300,000 people by 2018 in order to absorb all of the new supply. “This population growth level is well below what we have seen over the past few years,” the bank states, citing Dubai Statistics Centre’s data.Citi stated recently that at the current pace of population growth, Dubai can absorb on average 25,000 new units per year. Citi Middle East Economist Farouk Soussa stated: “we believe there is scope for the market to absorb further development given the current rate of population growth…“The market is capable of absorbing on average around 25,000 units a year in future to maintain current vacancy rates. Current levels of construction activity, in other words, are not out of line with market fundamentals. Equally importantly, they are not currently creating the kind of distortions to overall economic growth that occurred in the lead up to 2008”.

Citi’s report projects an overall picture of supply growing in balance with demand and of gradually declining vacancy rates. Vacancy rates are predicted to reach a low of 8% by 2020 from a recent high of 20% in 2010, with housing demand increasing by 200,000 units in the next six years (source: Dubai Statistics, Jones Lang Lasalle, Citi Research).

Increased Regulatory Oversight

The period leading up to the 2008-2009 crash was characterized by very liberal regulation, which led to aggressive speculation that accelerated the growth of a property bubble. The government of Dubai has moved to confront and address regulatory deficiencies that led to the 2008-2009 crash. Dubai has adopted new Investor Protection and Corporate Governance laws protecting investors from completion and handover delays and allowing the cancellation of contracts with mandatory refunds if developers fail to deliver. The laws also require a wide range of disclosures aimed at providing buyers with complete information. Dubai has instituted a system of mortgage caps designed to reduce speculation and control home prices.


UAE Federal Mortgage Caps (Maximum Loan-To-Value-Ratio)
Property Values	First Home (owner-occupied)	Second Home or Investment Property	Off-Plan Purchase
National
< US$1.36 million	80%	65%	50%
> US$1.36 million	70%	65%	50%
Expatriates
< US$1.36 million	70%	60%	50%
> US$1.36 million	65%	60%	50%
Source: UAE Central Bank, Cluttons.

The single greatest difference between today’s environment and that of 2008 lies in off-plan sales, the flipping of units in unfinished (in some cases unstarted) buildings that was so common in the buildup to the crisis. Control of off-plan sales is a top priority for Dubai’s Real Estate Regulatory, which aims to limit the dependency of developers on investors’ off-plan sales proceeds by ensuring developers make a 100% land payment and put down a 20% construction guarantee as collateral. Developers are also entitled to attach conditions to sales contracts in order to help prevent speculation and flipping, and some now define a period of six months to a year before a property can be resold.

RERA CEO Marwan bin Ghalita has publicly stated that RERA believes that there are too many brokerage firms in Dubai, and the agency is phasing in regulations aimed at reducing the number of active firms, including:

The pass mark for the mandatory test for renewal of broker’s license will increase from 75 percent to 85 percent from the start of 2015.

Broker cards will be phased out by June 2015, with registration to be linked to an Emirates ID.

New brokerage firms will be allowed to employ four agents for the first year and any increases to depend upon the firm’s transaction performance.

Agents who have not completed a transaction for anywhere between six to 12 months will receive a letter from RERA warning about their performance and if there is no improvement, RERA will cancel their registration.

Orbis sees these moves as a positive development that will reduce the number of small brokers, assist in the consolidation of the industry, and raise the standard of professionalism in the industry, making Dubai a more attractive destination for real estate investors.

The medium to long term prospects of Dubai’s property market rest upon a range of factors:

Affordability relative to other regional centers

High rental yields

Zero tax on rental income and capital gain

A diversified, expanding economy

Steadily increasing trade

A rising population

Regional perception of “safe haven” status

An upgraded regulatory structure backed by a government determined not to repeat the mistakes that led to the 2008-2009 crash

Challenges

Orbis Realty faces challenges common to any highly competitive urban brokerage environment, and challenges that are specific to Dubai.

The basic competitive challenges common to the industry in any highly competitive environment are, in summary, competition to generate unique sale and rental listings, competition for access to buyers, and competition for recruitment and retention of quality staff, particularly experienced licensed brokers.

Orbis also faces challenges unique to the Dubai market, including:

Generating a sufficient number and quality of sales and rental listings has emerged as the single most significant challenge for Dubai real estate brokers. Competition for listings is intense, particularly now that the previously common practice of cold calling property owners to look for potential sellers has been banned.

As discussed above, unprofessional and/or unethical behavior by some brokers has led some buyers and sellers to take a negative view of Dubai-based brokers as a whole, a prejudice that must be overcome by legitimate brokers.

While most legitimate brokers welcome the tightened regulatory environment now prevailing in Dubai, the rapid implementation of regulatory changes has occasionally created confusion and problems for brokers. Regulations may not be formally announced, and are often the subject of rumor and speculation. License renewal may take much longer than expected due to bureaucratic backlog, removing brokers from service. At times Developers have aggressively pushed projects still listed by RERA as “on hold”, generally due to delayed procedures or incomplete documentation. These factors and other similar ones add up to a compliance environment that requires vigorous and proactive effort from brokers who wish to stay fully informed of and compliant with a rapidly developing regulatory environment.

Dubai is home to large numbers of investment buyers, all seeking the highest possible return on their investments. This concentration of investors, as opposed to buyers and sellers focused on a simple change of residence, can pose challenges to brokers, as sellers may deal simultaneously with multiple brokers and in some cases will try to change prices even after a selling price has been agreed upon. Regulations are

addressing these issues, but questionable practices remain and brokers must exercise caution in managing sellers and landlords.

Several prominent Dubai developers have recently announced moves to open their own in-house sales divisions, rather than relying on brokers. Some industry observers expect this to have a significant negative impact on the brokerage industry. Others point out that the impact is likely to be muted. Only the largest developers will be able to pursue this strategy successfully, with smaller developers continuing to establish relationships with brokers. Many buyers will prefer dealing with a broker who can offer projects from multiple developers to dealing with a sales office that represents only one developer’s products. Developers are likely to find that the cost of operating an in-house sales division exceeds the commissions previously paid to brokers. Sales direct from developers remain an important part of Dubai’s real estate industry, but their percentage of total sales has been significantly reduced since the 2005-2008 boom. The secondary market, which relies almost entirely on brokers, now accounts for well over half of Dubai’s total real estate sales.

Additional challenges are likely to be posed by the evolution of the market as a whole. The aggressively expansionary market of 2012-2013 no longer exists, with most analysts expecting prices to show a moderate decline in 2015, with transaction volume increasing as prices moderate. Orbis has observed price corrections in popular developments or locations driven by prices that have risen to a point that leads owners of investment properties to take profit. The resulting surge of properties on the market increases available supply and slows price growth, but it also provides new listings for brokers at manageable prices that are attractive to buyers. The reduced rate of price growth has a greater negative impact on developers, who have to gain returns on very large investments, than on brokers, who have a vested interest in seeing prices remain at relatively affordable levels.

While price corrections will continue, particularly in the most aggressively bought neighborhoods, developments, and asset classes, the overall Dubai economic environment remains strong, and Orbis believes that corrections are more likely to accelerate deal volume than to reduce it.

Aside from these factors, which are common to all Dubai-based brokers, Orbis faces the particular internal challenge of managing its own growth. IDVC and Orbis intended to initiate significant expansion, hiring new brokers and opening at least one new office ideally by the end of 2015. This expansion has been postponed due to the soft market conditions in late 2014 and the first quarter of 2014. The continuation of these plans will depend on observed market conditions. Orbis expects that moderating prices combined with strong economic fundamentals will generate an increase in transaction volume, and will pursue expansion as conditions permit. The planned expansion will place new demands on management structures and will require close attention to sustain quality and a high level of personal service while operating with a larger staff and from multiple locations.

Business Strategy

Orbis believes that there are no “magic bullet” solutions to the challenges described above. The Company embraces a competitive strategy based simply on providing clients, on all sides of the sale/rental equation, with highly professional and personalized service that meet the highest global standards. In the specific Dubai context, this philosophy is expressed in the following specific policy targets:

Extreme selectivity in hiring staff, even at the expense of missing employee growth targets;

Maintenance of a multilingual and multicultural staff, in keeping with the cosmopolitan nature of the Dubai market;

Emphasis on quality listings, rather than focusing purely on quantity;

Maintaining balance between direct from developer and secondary market listings;

Focus on properties suitable for the mid-tier professionals, managers, and technical staff that drive the bulk of Dubai’s purchases, rather than on the extreme luxury market.

Development of new offices in key business locations.

Achieving growth while maintaining the strong personal client relationships that typically characterize smaller agencies.

Effective use of the Internet.

Orbis provides a wide range of property brokerage services, linking qualified buyers and renters with practical, affordable properties and matching property owners with qualified buyers and tenants. Orbis provides experienced-based advice on investment properties and links to properties suitable for medium to long-term investment in rental property.

Dubai brokers earned Dh1.8 billion (US$490 million) in commissions in 2013, with transaction volumes surging 50% over 2012. No equivalent figure has been released for 2014, but it is reasonable to assume that broker commissions have contracted proportional to overall transaction volume. Demand for the services of licensed brokers is expected to resume as the market recovers, with the increase accelerated by the expected removal of marginal brokers from the market due to tighter economic conditions and regulatory requirements.

Orbis serves a range of clients:

UAE Residents who wish to move to another property;

Expatriates moving to the UAE;

UAE property owners seeking qualified buyers or tenants;

UAE residents or foreigners seeking investment-grade properties in the UAE;

Companies seeking office, retail, industrial and other commercial properties;

Foreign investors seeking housing for long term and transient employees;

The last category is emerging as a particularly important category for Orbis. Many companies include housing in the basic package of benefits for expatriate employees, and the very high cost of hotels in Dubai makes it common for companies to maintain apartments or villas for the use of transient staff. Corporate clients in this category are a continuing source of transactions, and Orbis places a high priority of developing these relationships.

In each case, Orbis emphasizes practical, livable properties, those that by virtue of location, quality, and affordability serve the needs of real-world people living and working in the UAE, rather than the high profile properties prioritized by many highly visible brokerages. By handling residential properties that appeal directly to professional and managerial workers and commercial properties suitable for small to medium scale businesses, Orbis taps into a market segment that includes a large percentage of Dubai’s transaction volume and that offers a deep supply of both properties and clients.

Orbis prioritizes property sales over rentals, but handles both. The Company is also investigating alternative commercial real estate transactions such as leasing entire buildings and renting out the units.

Orbis markets its services through traditional advertising including regular advertising in Gulf News, the dominant local conventional advertising venue, and online advertising portal Dubizzle. Orbis maintains an aggressive social media presence, both in the UAE and in markets supplying significant numbers of overseas investment buyers and expatriate workers.

As of April 13, 2015, Orbis had a total of 133 rental and 109 sales listings.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

The Company and Orbis neither own nor have applied for any patents or trademarks. We do not license any of our technology from other companies. Orbis has a license issued by the Government of Dubai Department of Economic Development, (license number 693743), that allows Orbis to engage in the business of real estate sales and leasing brokerage. The license is renewable every year. We have an exclusive distribution agreement with MKL Asia / Renhe Mobile Shelters of China for the Wing Houses. The agreement between MKL and the Company is written as a sub-distributor appointment by MKL, has no specific commission or compensation terms, and can be canceled by MKL with 60 day notice. We are not party to any franchise agreements, royalty agreements, concessions, or labor contracts.

Dependence on Major Customers or Suppliers

Neither the Company nor Orbis is not dependent on one or a few customers, as we have products targeted to a wide range of buyers.

Governmental Regulation

The Company is subject to local, state and national taxation in the jurisdictions where it operates. Additionally, Orbis's operations are subject to a variety of U.A.E. national, federal, state and local laws, rules and regulations. Orbis subject to the regulations of the Government of Dubai Department of Economic Development, and the Government of Dubai Real Estate Regulatory Agency (RERA). All brokerage agents working for Orbis must also be licensed by RERA annually.

Dubai’s brokerage industry is regulated by the Real Estate Regulatory Authority (RERA). RERA has significantly tightened regulatory requirements over the last two years in an effort to professionalize the industry and reduce speculation. RERA has banned cold-calling by brokers, required an annual test for broker registration, and required a wide range of disclosures that must be present in all correspondence and contracts. The once-common practice of underpriced “ghost listings” intended to generate calls in a bait-and-switch methodology has been specifically banned. Violations of RERA regulations may result in fines to individual brokers or brokerage firms, and repeated or severe violations may result in the cancellation of a broker’s license.

The Dubai Land Authority, under which RERA operates, has been the lead agency in Dubai’s efforts to stabilize the industry, control speculation, and prevent the emergence of another property bubble, and the new regulations, together with more assertive enforcement, are a part of this effort. Orbis realty expects the trend toward more aggressive regulation and more efficient enforcement to increase as Dubai brings its brokerage industry under a level of control analogous to that of fully developed economies.

Like most legitimate modern brokers, Orbis sees the tighter regulatory environment as a generally positive development. Tighter licensing requirements will weed out unqualified or fly-by-night brokers, while tighter enforcement of regulations will improve the industry’s reputation. Questionable brokerage practices in the past have been widely reported and have become a significant deterrent to real estate investment. RERA’s effort to impose tighter standards and professionalize the industry poses no disadvantage to brokers that were already operating in accordance with international standards, and will improve the business environment for all participants.

To operate a business in the real estate brokerage industry in Dubai, Orbis must undergo the process of obtaining:

An agreement with a U.A.E. National “sponsor” to register the business name, physical office location, manager, and specifically approved activities, with the Government of Dubai Department of Economic Development. Orbis’ sponsor fee is $7,000 per annum, valid for a period of 30 years, renewable, with increases mutually agreed on, but capped at 15%, each 2 years. The sponsor agreement is a requirement for all businesses and companies in the U.A.E. that are not owned by U.A.E. nationals and are not registered inside free zones.

A commercial trade license with specifically approved activities issued by the Government of Dubai Department of Economic Development, valid for a one year period, renewable each year, at a cost of $7,000 per annum.

Registration of Orbis as a business with RERA, which requires the sponsor, manager, and all agents to be tested on their knowledge of the industry and government regulations of it. Cost for RERA registration, provided all requirements are met and tests are passed, is $3,000 per annum plus $500 per annum per agent. All agents must be tested and licensed annually.

Health and Safety

We are subject to numerous health and safety laws and regulations imposed by the governments controlling the jurisdictions in which we operate and by or clients and project financiers. These regulations are frequently changing, and it is impossible to predict the effect of such laws and regulations on us in the future. We actively seek to maintain a safe, healthy and environmentally friendly work place for all of our employees and those who work with us. However, we provide some of our services in high-risk locations and as a result we may incur substantial costs to maintain the safety of our personnel. All of our operations and personnel are covered by comprehensive “all risk” insurance, the costs of which are included in our contracts.

Office of Foreign Assets Control

The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. OFAC acts under presidential national emergency powers as well as authority granted by specific legislation to impose controls on transactions and freeze assets under U.S. jurisdiction. Since the Company is a U.S. corporation, it is bound to the regulations of OFAC. Although we have never contracted nor made any effort to contract with countries which OFAC has identified as state sponsors of terrorism, the possibility exists that certain OFAC sanctioning methods could be employed against certain of our operations.

Environmental Regulation

The countries where we do business often have numerous environmental regulatory requirements by which we must abide in the normal course of our operations. We do not expect costs related to environmental matters will have a material adverse effect on our consolidated financial position or our results of operations.

Climate Change Legislation and Greenhouse Gas Regulation

Many studies over the past couple decades have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit

emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on Climate Change, and the “Kyoto Protocol.” Although the United States did not adopt the Kyoto Protocol, several states have adopted legislation and regulations to reduce emissions of greenhouse gases. Additionally, the United States Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and emissions limits under the Clean Air Act, even without Congressional action. Finally, acts of Congress, particularly those such as the “American Clean Energy and Security Act of 2009” approved by the United States House of Representatives, as well as the decisions of lower courts, large numbers of states, and foreign governments could widely affect climate change regulation. Greenhouse gas legislation and regulation could have a material adverse effect on our business, financial condition, and results of operations.

Employees

We have no employees other than our officer/director who devotes a portion of his time to the operations of the Company. We also have part-time consultants and sales agents in the Middle East, Southeast Asia, and Texas. We believe we have a good working relationship with our agents and consultants, which are not represented by a collective bargaining organization. We also use third party consultants to assist in the completion of various projects; third parties are instrumental to keep the development of projects on time and on budget. Our management expects to continue to use consultants, attorneys, and accountants as necessary, to complement services rendered by our employees.

Reports to Security Holders

The Company’s annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and other information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by the Company with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at www.sec.gov.

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, 2014 and 2013, 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.

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.

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 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 period ending September 30, 2013, 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 capital funding needs have resulted in dilution to existing shareholders.

We have realized funding from Asher Enterprises, Inc., 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 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

During the year ended December 31, 2013, our principals and key consultants operated out of their individual office spaces for which we paid no rent. Our principal executive office is located at 299 S. Main Street, 13^th Floor, Salt Lake City, Utah 84111. The office is located in a shared office space with a yearly rental of $588 payable on a month to month basis; we pay additional amounts to lease out additional space, as needed. Our telephone number is (801) 488-2006 and our fax number is (801) 747-6836.

Our belief is that the spaces described are adequate for our immediate needs though additional space may be required at some future time as we seek to expand our operations. Should we require additional space, we do not foresee any significant difficulties in obtaining such space. We do not presently own any real property.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFTETY DISCLOSURES

Not applicable

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock has been quoted on the OTC Pink electronic quotation system under the symbol “IDVC”. These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following table sets forth the high and low bid prices for the common stock as reported for each quarterly period from the last two years.


*High and Low Bid Prices Since Quotation on the OTC Pink*
Year	Quarter Ended	High	Low
2014	December 31	$0.003	$0.001
	September 30	$0.005	$0.002
	June 30	$0.003	$0.001
	March 31	$0.003	$0.001
2013	December 31	$0.003	$0.001
	September 30	$0.003	$0.001
	June 30	$0.006	$0.001
	March 31	$0.007	$0.001

The following is a summary of the material terms of the Company’s capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.

Common Stock

As of December 31, 2014, the Company had 238 shareholders of record holding a total of 1,113,774,657 shares of fully paid and non-assessable common stock of the 3,000,000,000 shares of common stock, par value $0.001, authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders since shares of our outstanding common stock are held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of December 31, 2014, the Company had no shares of preferred stock issued of the 10,000,000 shares of preferred stock, par value $0.001 per share, authorized.

Warrants

As of December 31, 2014, the Company had no warrants to purchase shares of stock.

Stock Options

As of December 31, 2014, the Company had no stock options to purchase shares of stock.

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the near future. The payment of dividends is within the discretion of the board of directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability to pay dividends on its common stock other than those generally imposed by applicable state law.

Securities Authorized For Issuance under Equity Compensation Plans

None.

Convertible Securities

As of December 31, 2014, the Company had no convertible securities outstanding.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Transfer Agent and Registrar

The contact information for our transfer agent is as follows:

Action Stock Transfer Corp.2469 E. Fort Union Blvd, Ste 214Salt Lake City, UT 84121

(801) 274-1088 www.actionstocktransfer.com

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also 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 current report. Our fiscal year end is December 31.

For the twelve month period ended December 31, 2014:

On July 23, 2014 the Company dissolved its subsidiary Interspec International, Inc.

On July 24, 2014, the Company authorized the conversion of $15,000 in aged debt to 10,000,000 shares of the Company's common stock.

On July 24, 2014, the Company authorized the conversion of 9,000,000 shares of Preferred stock issued on February 4, 2013, to 450,000,000 shares of the Company's common stock.

In September 2014, the Company appointed a new director and corporate secretary, Cyril Means, to serve until the next annual general meeting shareholders.

Net Losses

Net loss for the twelve month period ended December 31, 2014, was $231,821 as compared to $74,578 for the twelve month period ended December 31, 2013. The increase in net loss over the comparable periods is due to the write off of intangible assets of $102,681 which occurred due to acquisition of company, and operating losses at Orbis.

Net Revenues

Net revenues for the twelve month period ended December 31, 2014, were $205,101 as compared to $34,256 for the twelve month period ended December 31, 2013. The increase in net revenues over the comparable periods can be attributed to the brokerage commission revenue in the current period. We expect net revenues to increase over the next twelve months as a result of increased brokerage commission revenue and our development of our Wing House business.

Gross Profit

Gross Profit for the twelve month period ended December 31, 2014 was $64,007 as compared to $13,487 for the twelve month period ended December 31, 2013. The increase in gross profit in the current period is due the profitable brokerage commission income executed in the current period. We expect to increase gross profits by increasing brokerage commission revenue in the next twelve months, and also to increase sales of Wing Houses.

Operating Expenses

Operating expenses for the twelve month period ended December 31, 2014 increased to $193,147 from $88,065 for the twelve month period ended December 31, 2013. Operating expenses are from general, selling and administrative expenses, salaries and wages, and depreciation and amortization expense. Over the twelve month periods general, selling and administrative expenses increased to $186,486 from $86,520. Over the twelve month periods salaries and wages increased to $53,169 from $18,791. We expect operating expenses to increase in the near term as we develop Orbis operations.

Other Income/Expenses

Other expense for the twelve month period ended December 31, 2014 was $102,681 compared to $-0- for the twelve month period ended December 31, 2013. Increase in the expense due to mainly to the write off of intangible assets which occurred due to acquisition of Orbis.

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 December 31, 2014, we had a working capital deficit of $331,160. Our current and total assets included $2,647 in cash. Our current and total liabilities were $362,554 consisting of notes payable of $237,810, accounts payable of $1,859 and accrued expenses of $122,885. Stockholders’ deficit was $318,384 as of December 31, 2014.

Cash flows used in operating activities for the twelve month period ended December 31, 2014 were $37,236 compared to $88,766 used for the twelve month period ended December 31, 2013. Cash flow generated from operating activities in the current period is primarily due to changes in operating assets and liabilities and increase in notes payable. We expect to increase cash flow provided by operations over the next twelve months along with the increase in net income.

Cash flows used in investing activities for the twelve month period ended December 31, 2014 were $102,681 compared to $21,480 for the twelve month period ended December 31, 2013. We expect to use cash flow in investing activities over the next twelve months as we develop Orbis and our Wing House business.

Cash flows provided by financing activities for the twelve month period ended December 31, 2014 were $139,207 as compared to $113,603 for the twelve month period ended December 31, 2013. Cash flows provided by financing activities in the current period are attributable to common stock issued against debt and cash, issuance against conversion of preferred stock. 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, 2014 and 2013, 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 2015 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

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

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 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the fiscal years ended December 31, 2014 and 2013 are attached hereto as F-1 through F-11.

INFRASTRUCTURE DEVELOPMENTS CORP.

Twelve Months Ended December 31, 2014 and December 31, 2013

INDEX

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Operations

F-4

Consolidated Statements of Stockholders’ Equity (Deficit)

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

F-1

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd, Suite 113,

Newark, DE 19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

To The Board of Directors

Infrastructure Developments Corp.

299 S. Main Street, 13th Floor

Salt Lake City

Utah 84111

We have audited the accompanying consolidated balance sheets of Infrastructure Developments Corp. and subsidiaries as of December 31, 2014, December 31, 2013 and the related consolidated statements of income, stockholders’ equity and cash flows for the year ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises a substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertaintyIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Infrastructure Developments Corp. and subsidiaries as of December 31, 2014, and December 31, 2013, and the related consolidated statements of income, stockholders’ equity and cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ Pinaki & Associates LLC.

Pinaki & Associates LLC.

Newark, DE

April 27, 2015


INFRASTRUCTURE DEVELOPMENTS CORP. (Fka Orbis Real Estate) Consolidated Balance Sheets
ASSETS

			December 31,		December 31,
			2014		2013
CURRENT ASSETS

	Cash		$	2,647	$	3,357
	Accounts receivable, net			3,411		-
	Other current assets			25,336		18,502
		Total Current Assets		31,394		21,859

PROPERTY AND EQUIPMENT, net				12,776		19,935

OTHER ASSETS

	Intangible assets, net			-		-
		Total Other Assets		-		-
		TOTAL ASSETS	$	44,170	$	41,794

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable		$	1,859	$	2,769
	Accrued expenses			122,885		-
	Note payable-related party			17,101		-
	Notes payable, current portion			220,709		113,603
		Total Current Liabilities		362,554		116,372

NON-CURRENT LIABILITIES

	Notes payable, long-term			-		-
		Total Non-Current Liabilities		-		-
		TOTAL LIABILITIES		362,554		116,372

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred Stock, $0.001 par value,
	10,000,000 shares authorized, no shares
	issued and outstanding			-		-
	Common stock, $0.001 par value, 3.000,000,000 shares
	authorized, 1,113,774,657 and 160,000,000 shares
	issued and outstanding			1,113,775		160,000
	Additional paid-in capital			(1,125,760)		(160,000)
	Accumulated deficit			(306,399)		(74,578)
		Total Stockholders' Equity (Deficit)		(318,384)		(74,578)

		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	44,170	$	41,794

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


INFRASTRUCTURE DEVELOPMENTS CORP. (Fka Orbis Real Estate) Consolidated Statements of Operations
			For the Years Ended
			December 31,
			2014		2013


REVENUE			$	205,101	$	34,256

COST OF SALES				141,094		20,769

GROSS PROFIT				64,007		13,487

OPERATING EXPENSES

	Depletion, depreciation, and accretion			6,661		1,545
	General and administrative expenses			186,486		86,520

		Total Operating Expenses		193,147		88,065

LOSS FROM OPERATIONS				(129,140)		(74,578)

OTHER INCOME (EXPENSES)

	Loss on impairment of intangible assets			(102,681)		-

		Total Other Income (Expenses)		(102,681)		-

LOSS BEFORE INCOME TAXES				(231,821)		(74,578)

PROVISION FOR INCOME TAXES				-		-

NET LOSS			$	(231,821)	$	(74,578)

BASIC AND DILUTED LOSS PER SHARE			$	(0.01)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED				771,441,063		160,000,000

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


INFRASTRUCTURE DEVELOPMENTS CORP. (Fka Orbis Real Estate) Consolidated Statements of Stockholders' Equity (Deficit)
							Additional
	Preferred Stock			Common Stock			Paid-in		Accumulated
	Shares	Amount		Shares	Amount		Capital		Deficit		Total


Inception January 9, 2013	-	$	-	160,000,000	$	160,000	$	(160,000)	$	-	$	-

Net loss from inception through
December 31, 2013	-		-	-		-		-		(74,578)		(74,578)

Balance, December 31, 2013	-		-	160,000,000		160,000		(160,000)		(74,578)		(74,578)

Common stock issued in recapitalization	9,000,000		9,000	493,774,657		493,775		(520,760)		-		(26,985)

Preferred stock converted to common stock	(9,000,000)		(9,000)	450,000,000		450,000		(450,000)		-		-

Common stock issued for debt	-		-	10,000,000		10,000		5,000		-		15,000

Net loss for the year ended
December 31, 2014	-		-	-		-		-		(231,821)		(231,821)

Balance, December 31, 2014	-	$	-	1,113,774,657	$	1,113,775	$	(1,125,760)	$	(306,399)	$	(318,384)

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


INFRASTRUCTURE DEVELOPMENTS CORP. (Fka Orbis Real Estate) Consolidated Statements of Cash Flows
				For the Year Ended
				December 31,
				2014		2013

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(231,821)	$	(74,578)
	Adjustments to reconcile net loss to net
	used in operating activities:
		Depreciation, depletion, and accretion			6,661		1,545
	Changes in operating assets and liabilities
		Other current assets			(6,834)		(18,502)
		Accounts payable and accrued expenses			95,488		2,769

			Net Cash Used in Operating Activities		(37,236)		(88,766)

CASH FLOWS FROM INVESTING ACTIVITIES
		Purchase of intangible assets			(102,681)		-
		Purchase of fixed assets			-		(21,480)

			Net Cash Used in Investing Activities		(102,681)		(21,480)


CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from notes payable-related parties				17,101		-
	Repayment of notes payable-related parties				-		-
	Repayment of notes payable				-		-
	Proceeds from notes payable				122,106		113,603

			Net Cash Provided by Financing Activities		139,207		113,603

NET (DECREASE) INCREASE IN CASH					(710)		3,357

CASH AT BEGINNING OF YEAR					3,357		-

CASH AT END OF YEAR				$	2,647	$	3,357


SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION:

	CASH PAID FOR:
		Interest		$	-	$	-
		Income Taxes		$	-	$	-

	NON CASH FINANCING ACTIVITIES:
		Common stock issued for debt		$	15,000	$	-
		Debt assumed in recapitalization		$	26,985	$	-

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

F-6

INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements

December 31, 2014 and 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 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 was considered the acquirer for accounting purposes and this transaction is accounted for as a reverse acquisition or recapitalization of Interspec. Interspec was dissolved subsequent to the period ended June 30, 2014.

Effective June 25, 2014, the Company acquired the assets, business, and operations of Orbis Real Estate ("Orbis"), a real estate brokerage firm based in Dubai, United Arab Emirates. The transaction involves issuance of the Company's common shares in return for full control of Orbis’ business. The owners of Orbis became the controlling shareholders of the Company. Accordingly Orbis is accounted for as the predecessor to the Company and the historical financial statements are presented as those of the Company through June 25, 2015 after which the financial statements are consolidated with those of Infrastructure Developments Corp.

The Company is a global engineering and project management business that provides services through a network of consultants and subsidiaries located in markets where the Company either has active projects, is bidding on projects, or is investigating project opportunities and opportunities to market its Wing House 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

a. Principles of Consolidation

The financial statements herein include the operations of the Orbis. For the periods subsequent to the acquisition date of June 25, 2014, the financial statements are herein reflect the consolidated financial position and operations of the Company and Orbis. All intercompany transactions and balances have been eliminated in consolidation.

F-7

INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements

December 31, 2014 and 2013

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities to the Company of three months or less to be cash equivalents.

c. Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Specific reserves are estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables, and changes in payment histories. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance has not been received by the contractual pay date. The allowance for doubtful receivables is $-0- as December 31, 2014 and 2013, respectively.

d. Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization on capital leases and property and equipment are determined using the straight line method over the estimated useful lives (usually ten years) of the assets or terms of the leases. Expenditures for maintenance and repairs are expensed when incurred and betterments are capitalized. Gains and losses on the sale of property and equipment are reflected in operations.

e. Revenue Recognition

Revenues from Sales and Services consist of revenues earned in activity by the Company and Orbis though real estate brokerage, project & construction management, sales of Wing Houses, and misc. services provided. All sales/service revenue is recognized when the sale/service is complete and the Company has determined that the sale/service proceeds are collectible.

f. Stock Based Compensation

The Company adopted ASC Topic No. 718 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 ASC Topic No. 718. The Company issued no compensatory options to its employees during the year ended December 31, 2014 and the year ended December 31, 2013.

F-8

INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements

December 31, 2014 and 2013

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

g. Foreign Exchange

The Company’s reporting currency is the United States dollar. The Company’s functional currency is also the U.S. Dollar. (“USD”) Transactions denominated in foreign currencies are translated into USD and recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into USD at the foreign exchange rates prevailing at the balance sheet date. Realized and unrealized foreign exchange differences arising on translation are recognized in the income statement.

h. Advertising

The Company expenses the cost of advertising as incurred. For the period ended December 31, 2014 and the year ended December 31, 2013, the Company had $21,511 and no advertising expenses, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

j. Basic and Diluted Loss per Common Share

The computation of basic loss per common share is based on the weighted average number of shares outstanding during each year. The computation of diluted loss 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 period.

k. Impairment of Long-Lived Assets

The Company reviews long-lived assets such as property, equipment, investments and definite-lived intangibles for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As required by ASC Topic 360, 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. The Company recorded an impairment of its intangible assets of $102,681 and $-0- for the years ended December 31, 2014 and 2013, respectively.

F-9

INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements

December 31, 2014 and 2013

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

l. 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.

m. 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.

n. Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

o. 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 4 – SHORT-TERM NOTES PAYABLE

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. The Company owes $220,709 and $113,603 for short term notes payable as of December 31, 2014 and 2013, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had $17,000 note payable to related parties as of December 31, 2014 and $0 as of December 31, 2013. The note payable is non-interest bearing, unsecured and due upon demand.

F-10

INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements

December 31, 2014 and 2013

NOTE 6 – STOCKHOLDERS' EQUITY

a. Authorized

The Company is authorized to issue 3,000,000,000 shares of $0.001 par value common stock and 10,000,000 shares of preferred stock, par value $0.001 per share. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

b. Issuances

On June 25, 2014, the Company authorized the issuance of 160,000,000 shares of common stock to an individual pursuant to an acquisition agreement in exchange for the full control of Orbis’ business.

On July 24, 2014, the Company entered into a debt settlement agreement with Adderley Davis & Associates for the settlement of $15,000 in amounts owed in exchange for 10,000,000 shares of the Company's common stock.

On July 24, 2014, the Company authorized the conversion of 9,000,000 shares of preferred stock issued on February 4, 2013, to Adderley Davis & Associates to 450,000,000 shares of the Company's common stock.

As of December 31, 2014, the Company had 1,113,774,657 shares of common stock and no preferred stock issued and outstanding.

NOTE 7 – 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.

F-11

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, 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.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to

the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

The Company identified the following material weakness: Lack of Appropriate Independent Oversight.

The board of directors has not provided an appropriate level of oversight of the Company’s consolidated financial reporting and procedures for internal control over financial reporting since there are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. While this control deficiency did not result in any audit adjustments to our 2014 or 2013interim or annual period financial statements, it could have resulted in material misstatement that might have been prevented or detected by independent oversight. Accordingly, we have determined that this control deficiency constitutes a material weakness.

The Company intends to remedy the material weaknesses by forming an audit committee made up of independent directors that will oversee management.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only a management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

During the period ended December 31, 2014, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, or director nominees.


*Name*	*Age*	*Position(s) and Office(s)*
Eric Montandon	49	Chief Executive Officer, Chief Financial Officer and Director
Cyril Means III	47	Director

The following is a brief account of the business experience of our directors, executive officers, and other significant employees, including their background occupations and employment over the past five years. We also provide the responsibilities and qualifications of our executive officers and other significant employees and the qualifications of our directors. The following includes other directorships in public companies over the past five years of our directors. Except as otherwise noted, none of the following referenced organizations are affiliates of the Company.

Eric Montandon was appointed as a director of the Company on May 17, 2011, as Chief Executive Officer on August 16, 2012, and as Chief Financial Officer on August 15, 2012. 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 22% 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.

Officer and Director Responsibilities and Qualifications:

Mr. Montandon is responsible for the overall management of the Company and is involved in many of its day-to-day operations, finance and administration.

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 April 1, 2014) (chief executive officer and director); Asia8, Inc., (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 February 2012) (director).

Cyril Means III was appointed as a director of the Company on September 1, 2014. He will serve until the next annual meeting of our shareholders and his qualified successor is appointed or elected.

Business Experience:

Mr. Means served as in house counsel to J.J. Bonamuso & Company, a New York commercial real estate company, from 1993 to 1994, and served as General Counsel, Corporate Counsel, Vice President, and Executive Vice President with the Aegis Consumer Funding Group from 1995 to 1999, overseeing corporate and consumer compliance; negotiating credit facilities in excess of $1 billion, and serving as issuers’ counsel for the company’s asset backed securities program. He served as Vice President and General Counsel to Dollar Financial Group, Inc., from 1999 to 2005, completing numerous mergers and acquisitions – both domestically and abroad – negotiating credit facilities, and coordinating federal and state lobbying efforts on matters affecting the company. Mr. Means has been semi-retired since 2005.

Director Qualifications:

Mr. Means graduated from New York Law School in 1992 with a Juris Doctorate, and is licensed by the New York Bar Association.

Other Public Company Directorships in the Last Five Years:

Over the last five years Mr. Means has not been an officer or director of any other public companies.

Directors

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The board of directors elects officers and their terms of office are at the discretion of the board of directors. Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than 10% shareholders are required by Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of the following persons or entities which, during the period ended December 31, 2014, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

WWA Group, Inc., failed to file Forms 4 and/or 5.

Family Relationships There are no family relationships between or among the directors or executive officers.

Involvement in Certain Legal Proceedings During the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of the ability or integrity of any of the Company’s directors, persons nominated to become directors or executive officers.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this Form 10-K. Further, the Company’s Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.

Board of Directors Committees

Audit Committee The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee

The Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Directors Compensation

Directors receive no compensation for their services as directors. We do not anticipate adopting a provision for compensating directors in the foreseeable future.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objective of our compensation program is to provide compensation for services rendered by our executive officers in the form of a salary. We utilize this form of compensation because we believe that it is adequate to both retain and motivate our executive officers. The amount we deem appropriate to compensate our executive officers is determined in accordance with other like corporations; we have no specific formula to determine compensatory amount at this time. We have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives. We may expand our compensation program to additional future employees and to include other compensatory elements.

Executive compensation for the years ended December 31, 2014 and 2013 was $0.Our current chief executive officer and chief financial officer earned no compensation due to cash flow restrictions.

Summary Compensation Table

The following table provides summary information for the years ended December 31, 2014 and 2013 concerning cash and non-cash compensation paid or accrued to or on behalf of (i) the chief executive officer, (ii) the two most highly compensated executive officers other than the chief executive officer if compensated over $100,000 and (iii) additional individuals if compensated over $100,000.

Executives Summary Compensation Table

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option

Awards

($)

Non-Equity Incentive Plan Compensation

($)

Change in Pension Value and Nonqualified Deferred Compensation

($)

All Other Compensation

($)

Total

($)

Eric Montandon^*

CEO,CFO and Director

Dec. 31, 2014

Dec. 31 2013

* On August 16, 2012, Mr. Montandon consented to act as the Chief Executive Officer, and on August 15, 2012 he consented to act as the Chief Financial Officer and Principal Accounting Officer, and on May 17, 2011 he consented to act as a director of the Company. During the period he has received no compensation.

The Company currently has no employment agreements. The Company currently has no option or stock award plan. The Company has no long-term incentive plan. The Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement. The Company has no agreement that provides for payment to our executive officer at, following, or in connection with the resignation, retirement or other termination, or a change in control of Company or a change in our executive officer's responsibilities following a change in control.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 1,113,774,657 shares of common stock issued and outstanding as of April 14, 2015 with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.


Name and Address of Beneficial Owner^*	*Class of Stock*	*Amount of Beneficial Ownership*	*Percentage of Beneficial Ownership per Class of Stock*
*Directors and Officers*
Eric Montandon P.O. Box 17774 Jebel Ali Free Zone, Dubai UAE	Common	38,000,000	3.4%
Cyril Means P.O. Box 17774 Jebel Ali Free Zone, Dubai, UAE	Common	0	0
All executive officers and directors as a group	Common	38,000,000	3.4%
*Beneficial owners greater than 5%*
Adderley Davis & Associates, Ltd.⁽²⁾ Unit 1202, Level 12 One Peking, 1 Peking RoadTsim Sha Tsui, Kowloon Hong Kong	Common	179,998,616	16.2%
Mr. Sagar Joseph Choran Al Shafar Tower 1, No 803, Tecom, PO Box 213814 Dubai, U.A.E.	Common	160,000,000	14.4%
Peter Creek Tranmere Pty PO Box 100 Geraldton, WA Australia 3531	Common	100,000,000	8.98%
Mohammed Vardalia 22 Ripley Rd., Seven Kings Ilford Essex, UK IG3 9HB	Common	100,000,000	8.98%

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of

shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us, except as follows:

Director Independence

Our common stock is listed on the OTC Pink inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not consider either of our directors to be independent.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to us by Pinaki & Associates LLC (“Pinaki”) for professional services rendered for the past two fiscal years:


*Fee Category*	*Fiscal December 31, 2013 Fees ($)*	*Fiscal December 31, 2014 Fees ($)*
Audit Fees	9,000	9,000
Audit-Related Fees	0	0
Tax Fees	0	0
All Other Fees	0	0

Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by Pinaki in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-Approval

The Company did not have a standing audit committee at the time its respective auditors were engaged. Therefore, all services provided by Pinaki, as detailed above, were pre-approved by the

Company’s board of directors. Pinaki performed all work only with their permanent full time employees.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-11, and are included as part of this Form 10-K:

Financial Statements of the Company for the fiscal years ended December 31, 2014 and December 31, 2013:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b)

Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 39 of this Form 10-K, and are incorporated herein by this reference.

(c)

Financial Statement Schedules

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

By: Eric Montandon

Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

April 22, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


	*Date*
/s/ Eric Montandon Eric Montandon Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director	April 22, 2015
/s/ Cyril Means Cyril Means Director	April 22, 2015

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.

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