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EX-31 - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit31.htm
EX-32 - INFRASTRUCTURE DEVELOPMENTS CORP.exhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549


FORM 10-K

(Mark One)

þ

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

For the fiscal year ended December 31, 2014

o

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

For the transition period from ______________ to ______________.


Commission file number: 000-52936


INFRASTRUCTURE DEVELOPMENTS CORP.

 (Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of

incorporation or organization)

27-1034540

(I.R.S. Employer

  Identification No.)


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

 (Address of principal executive offices)    (Zip Code)

 

Registrants 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 registrants 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 registrants common stock, $0.001 par value (the only class of voting stock), held by non-affiliates (779,204,324 shares) was $779,204 based on the average of the bid and ask price ($0.001) for the common stock on April 25, 2016.

At April 25, 2015, the number of shares outstanding of the registrants common stock, $0.001 par value, was 970,441,324, and the number of shares outstanding of the registrants preferred stock, $0.001 par value, was 0.





1


TABLE OF CONTENTS


PART I

Item1.   

Business

3

Item 1A.

Risk Factors

13

Item 1B.

Unresolved Staff Comments

16

Item 2.  

Properties

16

Item 3.  

Legal Proceedings

17

Item 4.  

Mine Safety Disclosures

17

PART II

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters, and Issuer           Purchases of Equity Securities

18

Item 6.  

Selected Financial Data

19

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations

19

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

22

Item 8.   

Financial Statements and Supplementary Data

22

Item 9.   

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

23

Item 9A.

Controls and Procedures

23

Item 9B.

Other Information

24

PART III

Item 10.   Directors, Executive Officers, and Corporate Governance

24

Item 11.  

Executive Compensation

27

Item 12.  

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

28

Item 13.  

Certain Relationships and Related Transactions, and Director Independence

29

Item 14.  

Principal Accountant Fees and Services

30

PART IV

Item 15.

Exhibits and Financial Statement Schedules

31

Signatures

32





2


PART I


ITEM 1.  BUSINESS

 

Corporate History

 

The Company was incorporated in Nevada as 1st Home 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 Companys 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 Companys 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 an Agreement with Sagar Joseph Choran and acquired Orbis Real Estate, a Dubai-based brokerage company, 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.


During 2015, the Company authorized the issuance of 43,016,667 shares of common stock for an accounts payable and for a note.


On July 1, 2015 the Company agreed to divest Orbis back to its original owners.  Consideration to the Company included the return of the 160,000,000 shares issued to the owners of Orbis, and the assumption by the original owners of all Orbis liabilities as of June 30, 2015.  The Company has retired the 160,000,000 shares, and no longer consolidates the Orbis financial statements after June 30, 2015.


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

 

Overview of Infrastructure Developments Corporation


The Companys operations and plans have been significantly impacted by global developments in 2015. In particular, the sustained downturn in global oil and commodity prices had significant repercussions in the Gulf Cooperation Council economies, notably the United Arab Emirates (UAE).  The 2015 sustained slowdown in the UAE caused IDVC to divest its interest in Orbis Realty on June 30 2015, retiring 160,000,000 shares of common stock in the process and incurring no loss. IDVC has also reduced its emphasis on energy-related markets in the Middle East and the U.S. in its marketing plans for the Wing House mobile shelters.

 

The Company is currently focused on its project management business, which provides services through a network of consultants and partners located in markets where the Company has active projects, is bidding on projects, or is investigating project opportunities and opportunities to market its Wing House mobile shelters.  The Company has also prioritized marketing alternative energy products such as residential, commercial, and industrial solar energy systems, battery back-up systems, and magnetic transducer generators.

 

Orbis Real Estate Overview

 

During January 2015 to July 2015, Orbis Real Estate was 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 Dubais 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.

 




3


The Dubai Real Estate Market

 

Dubai was the worlds top performing real estate market through 2013 and early 2014, leading the Global Property Guides 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 consultancys global house price index.  However, the number of transactions in 2015 slowed significantly, property prices have been flat, and there was a contraction in gross revenue at many brokerage firms in 2015.


This radical increase in 2013, 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 3rd and 4th quarters.  This trend continued in the first two quarters 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.


In 2008, construction and real estate accounted for one-third of the economy, but that figure has now been reduced to less than 15%.   Foreign trade, a key element of Dubais 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 Dubais role as regional trade and financial hub.  However, an overall slowdown in the UAE economy in 2015 was fueled by a sustained period of low oil prices, large number of SME business loan defaults, and general panic in the local banking industry.    


The Dubai Real Estate Brokerage Industry


Dubais 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 Dubais 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 RERAs website suggests that roughly 25% of Dubais 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.







4


Challenges


RERA CEO Marwan bin Ghalita has publicly stated in 2014 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 brokers 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 firms 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 Realty faced 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 faced 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.










5


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 - 2017, 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.


Wing House Overview


During 2015 the Company purchased a Wing House for $85,000, which the Company is using for marketing purposes. 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, Australias 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 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



6


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 Freedonia Group predicted in March 2016 that global demand for prefabricated housing is will increase 2.7 percent per year through 2019 to 3.4 million units, with the vast majority concentrated in the Asia-Pacific region. Global Industry Analysts Inc projected in May 2015 that demand in the Asia-Pacific region would reach a compound annual growth rate of 9.3% through 2020.


The Company holds distribution 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.  Southeast Asian nations have abundant use for rapidly deployable, easily moveable prefabricated structures: large infrastructure projects, mining and other resource-extraction industries, mobile classrooms, disaster relief, refugee housing, and temporary offices are among the niches open for the Wing House in Southeast Asia. Southeast Asias rapid growth and multiple product niches make the region IDVCs primary target for marketing the Wing House.


The North American market for modular, transportable, prefabricated structures is dominated by workforce housing for the energy and mining industries.  Lower oil prices and commodity prices in 2015 resulted in less demand from these industries for mobile structures, a situation that is expected to continue through the medium term future. US marketing for the Wing House will in the meantime focus on mining, logging, and other resource exploitation industries, and on disaster relief, where the mobility and rapid deployment capacity of the Wing House are significant competitive advantages.


IDVC holds distribution rights for the Wing House in the Gulf Cooperation Council (GCC) countries (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the UAE). The current environment of low world oil prices has resulted in a dramatic retrenchment in spending on both energy development and major construction projects. The Company has decided to curtail marketing efforts in this region until economic conditions are more favorable.












7


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.


Solar Energy Systems


IDVC holds a marketing license agreement with First Energy Solutions Provider Inc (FESPI), a Canadian-owned provider of alternative energy solutions headquartered in the Philippines. The Company is focusing on marketing medium scale residential, commercial, and industrial solar power and battery backup systems in the Philippines and Cambodia, where conditions ore uniquely suitable for rapid growth in the solar industry. Both countries are experiencing rapid economic growth with consequent high growth in electricity demand. Both countries have a high degree of solar irradiation, combined with inadequate conventional generating capacity, high electricity costs, and inadequate and unreliable distribution grids, a situation which has made both grid-tied and off-grid solar installations extremely competitive. Both countries offer substantial government incentives for solar power installations, an additional competitive advantage.




8


The Asian Development Bank has stated that Cambodia has the highest energy prices in Southeast Asia, ranging from $0.18/kWh to $1/kWh in the rural areas Cambodia has substantial solar resources that could be harnessed on a competitive basis. In the Philippines, widespread dissatisfaction with a primitive distribution grid, the high cost of grid power, and the difficulty of reliable distribution in an archipelagic country have driven intense interest in solar power as a decentralized, independent option for powering both rural and urban residences, businesses, and industries.


Terje Osmundsen, Senior Vice President of Norways Scatc Solar ASA, recently commented that The Philippines has huge potential for generating unsubsidized solar power as the cost of producing solar power has fallen by 60% since 2009, when the current Power Development Plan was approved. This has made solar power increasingly price-competitive with fossil fuel-based power plants.


IDVC is a licensed marketing agent for solar energy systems designed and sold by First Energy Systems Provider Inc in the Philippines, Cambodia, and the United Arab Emirates. These systems are fully integrated use-ready installations, and prices include installation and system design tailored to the users needs. All the system owner needs to do is turn the system on and watch energy costs shrink. Most users will find that the cost of the installation can be recovered in five years. After that, power is essentially free.

The solar power systems marketed by IDVC may be generally divided into three types: grid-tied, hybrid, and off-grid. A grid-tied solar system retains a connection to the electrical grid, allowing the user to fall back on grid power when the solar system is unable to generate the needed power. This is by far the most popular form of installation, and offers a high degree of flexibility to users.

The simplest form of grid-tied system uses solar power to supplement grid power. Essentially this system relies on solar power when generation from the solar panels is sufficient to meet the demand from the installation, and automatically switches back to main power when solar power is insufficient. These systems are relatively inexpensive to install and can significantly reduce electricity costs, especially for users that have significant daytime consumption. These systems consist simply of solar panels, an inverted to convert the solar power from DC to AC and synchronize the phase and frequency with the electrical grid, and the switching hardware needed to move between solar and main power.

The hybrid system retains the connection to main power, but introduces a charge controller and battery bank, allowing reliance on solar power to extend into periods of low or absent sunshine. Since many solar systems provide surplus power during periods of peak sunshine, these systems provide a way to capture that surplus for later use. Some hybrid systems use sufficient battery power to run an installation for 24 hours, and rely on grid power only for backup. Others use smaller battery banks that are designed to provide more limited coverage, relying on grid power during off-peak hours, usually late at night, when electricity is typically cheaper. Hybrid systems represent a higher up-front cost, but can also generate more significant savings. For example, a power user with high demand in the evening would be well served by a hybrid system with sufficient battery power to provide 4-6 hours of backup power and reverting to grid power only during the night and early morning hours.






9


An off-grid solar system is designed for users who have no access to an electrical grid or prefer to be completely independent of grid power. Typically the off-grid system is identical to the hybrid system, but with a larger battery bank and a generator for backup power. These systems represent a considerable investment, but for many users, for example an island resort or remote business site that is fully dependent on a generator for power, they remain cost-effective and economical.

IDVC, in cooperation with FESPI, provides all of these system types in a complete, fully integrated package including professional installation, allowing the client to take over a fully operable system with a single complete, reliable price quotation for a system tailored to their specific needs.

IDVC will be aggressively marketing its integrated solar power systems in these markets, both for existing structures and in conjunction with the Wing House, which is ideally suited to solar power.

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


The Company neither own nor have applied for any patents or trademarks. We do not license any of our technology from other companiesWe 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

 

The Company 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.  


Local municipal building code issues in the United States have proven to be a significant hurdle for sales of Wing Houses to retail buyers.  Most municipalities in the U.S. have fairly strict requirements for temporary structures, thus limiting the potential for sales of individual units to buyers inside city limits.


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.




 



10


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 Earths 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.







11


Reports to Security Holders

 

The Companys 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 Commissions 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 Companys 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, 2015 and 2014, stating that there are certain factors which raise substantial doubt about the Companys 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:


·



12


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.












13


FINRA sales practice requirements may limit a stockholders ability to buy and sell our stock.

 

The Financial Industry Regulatory Authority (FINRA) has adopted rules that relate to the application of the Commissions 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 customers 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 stockholders 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 December 31, 2015, 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.















14


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 Companys 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 Companys 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 Companys stockholders against the Companys 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, 2015, 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, 13th 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.


Orbis Real Estate operated out of a leased office space of 1,500 square feet from January to June 2015.  The lease expired in August 2015.  





15


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 REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

 

The Companys 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

2015

December 31

$0.001

$0.001


September 30

$0.002

$0.001


June 30

$0.003

$0.001

 

March 31

$0.003

$0.001

2014

December 31

$0.003

$0.001


September 30

$0.005

$0.001


June 30

$0.003

$0.001

 

March 31

$0.003

$0.001



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

 

Common Stock

 

As of December 31, 2015, the Company had 260 shareholders of record holding a total of 996,791,324 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.



16


Preferred Stock

 

As of December 31, 2015, 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, 2015, the Company had no warrants to purchase shares of stock.


Stock Options

 

As of December 31, 2015, 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 Companys 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, 2015, 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 214
Salt Lake City, UT 84121

(801) 274-1088 
www.actionstocktransfer.com

 

ITEM 6.

SELECTED FINANCIAL DATA


Not applicable.


ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


This Managements 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, 2015:


1.

The Company divested its ownership of Orbis Real Estate in Dubai to it previous owners.  Consideration was the return of 160,000,000 shares that were issued to the owners in the original acquisition transaction in 2014, and assumption of all Orbis liabilities as of June 30, 2015.

2.

Entered into memorandums of understanding with First Energy Solutions Providers Inc. and Everforce Energy Inc. to market and manage future projects involving solar power, battery back-up banks, and magnetic transducer generators.  One battery back-up system has been sold in 2015 and this revenue was booked under other income.   


Net Income/Losses


Net income for the twelve month period ended December 31, 2015, was $65,647 as compared to a net loss of $231,821 for the twelve month period ended December 31, 2014.  The change from net loss to net income over the period was due to the reduction in liabilities and gain on disposition of Orbis Real at June 30, 2015.  


Net Revenues

 

Net revenues for the twelve month period ended December 31, 2015, were $29,622 as compared to $205,101 for the twelve month period ended December 31, 2014.  The decrease in revenue over the comparable periods is due to lower revenue from Orbis Real Estate in the first half of 2015 compared to the first half of 2014, and the discontinuation of consolidation of Obis revenue for July December 2015.   We expect gross revenue to increase in 2016 from sales of Wing Houses and alternative energy related products.


Gross Profit

 

Gross Profit for the twelve month period ended December 31, 2015 was $14,932 as compared to $64,007 for the twelve month period ended December 31, 2014.  Orbis had lower revenue in the period of January June 30, 2105, when its financial statements were consolidated, compared to the same period in 2014.  And Orbis revenue was not consolidated during July December 2015.  We expect to increase gross profits in the next twelve months by selling Wing Houses and alternative energy projects.







17


Operating Expenses

              

Operating expenses for the twelve month period ended December 31, 2015 decreased to $188,995 from $193,147 for the twelve month period ended December 31, 2014.  Operating expenses are from general, selling and administrative expenses, salaries and wages, and depreciation and amortization expense.  The decrease in expenses over the comparable periods is due to the discontinuation of consolidation of Orbis operating losses for July December 2015.    


Other Income/Expenses

 

Other income for the twelve month period ended December 31, 2015 was $239,710 compared to other expense of $102,681 for the twelve month period ended December 31, 2014.   Other expense changed to other income in 2015 due to the gain on the disposition of Orbis Real Estate in July 2015, and no write off of intangible assets during the year 2015.


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, 2015, we had a working capital deficit of $272,842, a decrease from year end 2014 net deficit of $331,160.  The elimination of Orbis liabilities at July 1, 2015 resulted in a lower working capital deficit.  Our current and total assets included $6,931 in cash.  Our current and total liabilities were $284,159 consisting of notes payable of $163,782, and accounts payable/accrued expenses of $120,377.  Stockholders deficit was $196,342 as of December 31, 2015.

 

Cash flows used in operating activities for the twelve month period ended December 31, 2015 were $144,403 compared to $37,236 used for the twelve month period ended December 31, 2014.  Cash flow used in operating activities in the current period is primarily due to a lesser revenue and profit compared to the previous period. We expect to increase cash flow provided by operations over the next twelve months along with the increase in net income. During 2015 the Company purchased a Wing House for $85,000.

 

Cash flows generated used in investing activities for the twelve month period ended December 31, 2015 were $75,504, compared to $102,681 used in the twelve month period ended December 31, 2014.  We expect to use cash flow in investing activities over the next twelve months as we develop our Wing House and energy business.


Cash flows provided by financing activities for the twelve month period ended December 31, 2015 were $224,191 compared to $139,207 for the twelve month period ended December 31, 2014.


Our current assets are insufficient to meet the Companys 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 effect on our business operations.

 

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

 



18


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 Managements 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.



19


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 Companys consolidated financial statements for the years ended December 31, 2015 and 2014, 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 2016 and obtaining additional funding from outside sources. Managements plan to address the Companys 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 Companys 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 enterprises 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, 2015 and 2014 are attached hereto as F-1 through F-11.




20


INFRASTRUCTURE DEVELOPMENTS CORP.


Twelve Months Ended December 31, 2015 and December 31, 2014


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., Ste# 113

Newark, DE  19711

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


INDEPENDENT AUDITORS REPORT


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, 2015, December 31, 2014 and the related consolidated statements of income, stockholders equity and cash flows for the year ended December 31, 2015. These consolidated financial statements are the responsibility of the Companys 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 uncertainty

In 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, 2015, and December 31, 2014, and the related consolidated statements of income, stockholders equity and cash flows for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.


s/d

Pinaki & Associates LLC.

Newark, DE

April 29, 2016


INFRASTRUCTURE DEVELOPMENTS CORP

Balance Sheets


 

 As of

 As of

Assets

December 31, 2015

December 31, 2014

Current assets:

 

 

Cash

   $                      6,931

  $                      2,647

Receivables, net

                                -   

                               -   

Inventories

                                -   

                               -   

Prepaid expenses

                                -   

                               -   

Notes receivable

                                -   

                               -   

Other current assets

                            4,386

                        28,747

 

 

 

Total current assets

                          11,317

                        31,394

 

 

 

Property and equipment, net

                          76,500

                        12,776

Investment in ORBIS

                                -   

                               -   

Investment in related party entity

                                -   

                               -   

 

 

 

Total Assets

                         87,817

                       44,170

 

 

 

Liabilities and Stockholders' Equity


 

 

 

 

Current liabilities:

 

 

Notes Payable

                        163,782

                       237,810

Accounts payable

                                -   

                          1,859

Accrued expenses and other current liabilities

                        120,377

                       122,885

 

 

 

Total current liabilities

                        284,159

                       362,554

 

 

 

Long-term debt

                                -   

                               -   

 

 

 

Total liabilities

                        284,159

                       362,554

 

 

 

Commitments and contingencies

                                -   

                               -   

 

 

 

Shareholders' Equity

 

 

Common stock:              

 

 

   Authorized: 3,000,000,000 Common shares with $0.001 par value



   Issued: 1,156,791,324 shares

                        996,791

                    1,113,775

Preferred stock:              

 

 

   Authorized: 10,000,000 Preferred shares with $0.001 par value



   Issued : 0

                                -   

                               -   

Additional paid-in capital

                     (952,381)

                  (1,125,760)

Retained earnings

                     (240,752)

                     (306,399)

Equity Funds

                     (196,342)

                     (318,384)

 

 

 

Total Liabilities and Stockholders' Equity

  $                     87,817

 $                     44,170





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

INFRASTRUCTURE DEVELOPMENTS CORP

Statements of Operations

For the periods ending December 31, 2015 and 2014


 

Period Ended
December 31, 2015

Period Ended
December 31, 2014

Revenues:

 

 

Contract Income

$                        29,622

$                       205,101

Project Management Contracts

                                   -   

                                  -   

 

 

 

Total Revenues

                             29,622

                          205,101

 

 

 

Direct costs - Cost of Goods Sold

                             14,690

                          141,094

 

 

 

Gross Profit

                           14,932

                          64,007




Operating expenses:

 

 

General, selling and administrative expenses

                           172,569

                          121,978

Salaries and wages

                             16,426

                           71,169

 

 

 

Total operating expenses

188,995

193,147

 

 

 

Income (Loss) from operations

(174,063)

(129,140)




Other income (expense):

 

 

Interest Income/(Expense)

                             (7,842)

                                  -   

Loss on Goodwill write-off

                                   -   

                        (102,681)

Foreign Exchange Gain/(Loss)

                                (199)

 

Gain on Sale of assets

                                 273

                                  -   

Gain on Divestment

                           241,824

                                  -   

Income on Battery Bank Backup System

                              5,650

-

Other income (expense)

                                     4

                                  -   

 

 

 

Total other income (expense)

                           239,710

(102,681)

 

 

 

(Loss) Income before Income Taxes

65,647

(231,821)

 

 

 

Provision for income taxes

 

 

 

NET INCOME/(LOSS)

 $                        65,647

 $                    (231,821)

 

 

 

Basic Income (Loss) Per Share

0.000062

(0.000301)

 

 

 

Fully Diluted Income (Loss) Per Share

0.000062

(0.000301)

 

 

 

Basic Weighted Ave. No. of Shares O/S

               1,066,731,602

771,441,063

 

 

 

Fully Diluted Weighted Ave. No. of Shares O/S

               1,066,731,602

771,441,063







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





INFRASTRUCTURE DEVELOPMENTS CORP.

Statements of Stockholders' Equity

For the periods through December 31, 2015





Additional




Common Stock

Paid-in

Retained


 

No. of Shares

Amount

Capital

Earnings

Total







Balance December 31, 2013

500,774,657

$         500,775

$         8,705,141

$   (9,318,039)

$     (112,123)







Common Stock Issued @$0.001 per share against Notes (ADA)

             2,000,000

2,000.00

2,000.00


4,000.00

Common Stock Issued @$0.001 per share to SJ against Investment to Orbis

160,000,000

160,000.00

0.00


160,000.00

Inter-account adjustment



(9,236,901.00)

9,226,412.00

(10,489.00)

Common Stock Issued @$0.001 per share against Notes (ADA)

           10,000,000

10,000.00

5,000.00


15,000.00

Conversion of Preferred Stock to Common Stock @$0.001 per share

            (9,000,000)

(9,000.00)

(246,928.46)


(255,928.46)


         450,000,000

450,000.00

(194,071.54)


255,928.46

Net Loss during the year




(214,773.00)

(214,773.00)







Balance,  December 31, 2014

1,113,774,657

1,113,775

(965,760)

(306,400)

(158,385)







Common stock issued @$0.001 per share against Payable (Salary)

           16,666,667

16,666.67

8,333.33


25,000.00

Common stock issued @$0.001 per share against Notes (Nils Ake Jakobsson)

           26,350,000

26,350.00

5,045.00


31,395.00

Net loss during the 1st qtr 2015




(52,064.00)

(52,064.00)

Net loss during the 2nd qtr 2015




(44,366.00)

(44,366.00)

Treasury Stock (@$0.001 per share against Investment in Orbis)

        (160,000,000)

(160,000.00)



(160,000.00)

Net income during the 3rd qtr 2015




176,943.00

176,943.00

Net loss during the 4th qtr 2015




(14,865.00)

(14,865.00)


 

 

 

 

 

Balance, December 31, 2015

966,791,324

$         996,791

$          (952,382)

$     (240,752)

$       (196,342)










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


INFRASTRUCTURE DEVELOPMENTS CORP.

Consolidated Statements of Cash Flow

For the periods ending December 31, 2015 and 2014


 

Period Ended
December 31, 2015

Period Ended
December 31, 2014

Cash flows from operating activities:

 

 

Net income (loss)

 $                      65,647

 $                  (231,821)

Adjustments to reconcile net income to net cash

 

 

provided by operating activities

 

 

Depreciation and amortization

                         11,780

                         6,661

(Gain) Loss on disposition of assets

                      (241,824)

Impairment on Intangible Assets

                      102,681

Changes in operating Assets and Liabilities:

 

 

Decrease (increase) in:

 

 

Accounts receivable

                         3,411   

                        (3,411)

Other current assets

                         20,950

                        (6,834)

Other assets

                               -   

Increase (decrease) in:

 

 

Notes Payable

                       -

Accounts payable

                         (1,859)

                        95,488

Accrued liabilities

                         (2,508)

 

 

 

 

 

 

Net cash provided by (used in) operating activities

(144,403)

(37,236)

 

 

 

Cash flows from investing activities:

 

 

Purchase of property and equipment

                       (75,504)

                                -

(Increase) Decrease in note receivable

 -

 -

Increase in goodwill due to acquiring business

                                 -

                    (102,681)

Proceeds from sale of Investments

                       -

 -

Payments received on notes receivable

                                 -

 -

 

 

 

Net cash provided by (used in) investing activities

(75,504)

                    (102,681)

 

 

 

Cash flows from financing activities:

 

 

Proceeds from notes payable

146,782

139,207

Change in notes payable

21,014

Common Stock issued against services

25,000

Common Stock issued against debt

                         31,395

Common Stock re-acquired and retired

(160,000)

Additional paid-in capital on common stock retired

                      160,000

Increase (Decrease) in long Term Debt

                                 -

Change in Additional Paid-in Capital

                                 -

Change in Retained Earnings

                       -

 

 

 

Net cash provided by (used in) financing activities

224,191

139,207

Net increase (decrease) in cash and cash equivalents

4,284

(710)

 

 

 

Cash and cash equivalents at beginning of year

2,647

3,357

 

 

 

Cash and cash equivalents at end of period

 $                       6,931

 $                     2,647


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




F-6



INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements for the Periods Ended December 31, 2015 and 2014


NOTE 1 - ORGANIZATION AND HISTORY


Infrastructure Developments Corp. (the Company), formerly 1st 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 Companys 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 insider 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.


On July 1, 2015 the Company agreed to divest Orbis back to its original owners.  Consideration to the Company included the return of the 160,000,000 shares issued to the owners of Orbis, and the assumption by the original owners of all Orbis liabilities as of June 30, 2015.  The Company has returned the 160,000,000 shares back to its treasury, and did not consolidate the Orbis financial statements after June 30, 2015.


The Company is a global engineering and project management business that provides services through a network of consultants 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 and alternative energy products.


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.

 







F-7



INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements for the Periods Ended December 31, 2015 and 2014


NOTE 3 SIGNIFICANT ACCOUNTING POLICIES


a.     Principles of Consolidation

 

The financial statements herein include the operations of the Orbis up to June 30, 2015.  For the periods subsequent to the acquisition date of June 25, 2014, up to June 30, 2015, 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.

 

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 customers financial condition, age of the customers 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 was $-0- as of December 31, 2015 and December 31, 2014.

 

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. During 2015 the Company purchased a Wing House for $85,000 which has been capitalized as a fixed asset (with a depreciation for 2015 of $8,500).  

 

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, 2015 and the year ended December 31, 2014.



F-8



INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements for the Periods Ended December 31, 2015 and 2014


NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (Continued)

        

g. Foreign Exchange

 

The Companys reporting currency is the United States dollar. The Companys 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, 2015 and the year ended December 31, 2014, the Company had $0 and $21,511 advertising expenses, respectively.

           

i.

Income Taxes

 

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

 

j. 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 $-0- and $102,681 for the years ended December 31, 2015 and 2014, respectively.

 






F-9



INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements for the Periods Ended December 31, 2015 and 2014


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 Companys financial position, or statements.


o. Fair Value of Financial Instruments


The Companys 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 owed $163,782 and $237,810 for short term notes payable as of December 31, 2015 and 2014, respectively.


NOTE 5 RELATED PARTY TRANSACTIONS

 

The Company had $0 notes payable to related parties as of December 31, 2015 and $17,101 as of December 31, 2014.  










F-10



INFRASTRUCTURE DEVELOPMENTS CORP.

Notes to the Financial Statements for the Periods Ended December 31, 2015 and 2014


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 July 1, 2015 the Company acquired back and retired the 160,000,000 shares issued in June 2014 to Sagar Joseph Choran when it acquired its ownership of Orbis Real Estate.

As of December 31, 2015, the Company had 996,791,324 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 Companys management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Companys 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 Commissions 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 Companys management concluded, as of the end of the period covered by this report, that the Companys 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 Commissions 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.


Managements Report on Internal Control over Financial Reporting

 

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys 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 Companys 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 Companys 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 Companys 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 Companys management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015, 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 Companys 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 managements accounting for and reporting of transactions.  While this control deficiency did not result in any audit adjustments to our 2015 or 2014 interim 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 managements report in this annual report.


Changes in Internal Controls over Financial Reporting

 

During the period ended December 31, 2015, 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

51

Chief Executive Officer, Chief Financial Officer and Director

Cyril Means III

48

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.  Mr. Montandon is no longer responsible for the overall management of these companies, as of 2014  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 Bachelors 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 companys 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 unaware of any persons or entities which, during the period ended December 31, 2015, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.





 

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 Companys 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 Companys 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 committees duties would be to recommend to the Companys board of directors the engagement of an independent registered public accounting firm to audit the Companys financial statements and to review the Companys 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 Companys 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 Companys 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, 2015 and 2014 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, 2015 and 2014 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, 2015

Dec. 31 2014


-


-


-


-


-


-


-


-


-


-


-


-


-


-


-


-





*     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 Companys 970,441,324 shares of common stock issued and outstanding as of April 25, 2016 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

3.92%

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

3.92%

Beneficial owners greater than 5%


 

 

Nils Jakobsson

Palangevagen 1

Kalix, Sweden 95251

Common

53,237,300

5.49%

Mohammed Vardalia

22 Ripley Rd., Seven Kings Ilford

Essex, UK  IG3 9HB

Common

100,000,000

10.30%

 

   *  

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 inlaws) 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,  2014 Fees ($)

Fiscal December 31, 2015 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 Companys 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, 2015 and December 31, 2014:





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 32 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

 

 

May 3, 2016



  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

 

 

May 3, 2016



/s/ Cyril Means

Cyril Means

Director



May 3, 2016





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 Companys Registration Statement on Form SB-1 filed with the Commission on May 11, 2007.

3.1.3*         

The Certificate of Amendment to the Companys Articles of Incorporation was filed with the Secretary of State of the Nevada on March 1, 2010. Incorporated by reference to the Companys Definitive Information Statement on Schedule 14C as filed with the Commission on February 2, 2010.

3.1.4*         

The Certificate of Amendment to the Companys Articles of Incorporation was filed with the Secretary of State of the Nevada on April 9, 2010. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 14, 2010.

3.2*            

Bylaws. Incorporated by reference to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Form 10-K filed with the Commission on October 7, 2011.

21*             

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

31          

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).

32            

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.