SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 1999

Commission file number 0-19678

                                 INFRACORPS INC.
--------------------------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

           Virginia                                              54-1414643
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(State or other jurisdiction of                               (I.R.S. Employer
  incorporation or organization)                             Identification No.)

7400 Beaufont Springs Drive, Suite 415, Richmond, VA                    23225
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code              (804) 272-6600
                                                                --------------

Securities registered pursuant to Section 12(b) of the Act:             None

Securities registered pursuant to Section 12(g) of the Act:

                                                        Name of Each Exchange on
Title of Each Class                                         Which Registered
Common Stock, without par value                           OTC (Bulletin Board)

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. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 15, 1999. $2,940,560

As of July 13, 1999, the registrant had 16,492,043 shares of common stock,
without par value per share, issued and outstanding.


<PAGE>



DOCUMENTS INCORPORATED BY REFERENCE:


Portions of the 1999 Annual Report to Shareholders are incorporated by reference
into Parts II and IV hereof.

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on July 26, 1999 are incorporated by reference into Part III hereof.


                                     PART I

           Forward Looking Statements

           This Report on Form 10-K includes certain forward-looking statements
           relating to such matters as anticipated financial performance,
           business prospects, technological developments, new products and
           similar matters. None of the Company's statements about the future
           are guarantees of future results or outcomes. The Private Securities
           Litigation Reform Act of 1995 provides a safe harbor for such
           forward-looking statements. In order to comply with the terms of the
           safe harbor, the Company notes that a variety of factors could cause
           the Company's actual results and experience to differ materially from
           the anticipated results or other expectations expressed in the
           Company's forward-looking statements. The risks and uncertainties
           that could significantly affect the operations, performance,
           development and results of the Company's business include, but are
           not limited to, the following: (i) changes in legislative enforcement
           and direction; (ii) unusually bad or extreme weather conditions;
           (iii) unanticipated delays in contract execution; (iv) project delays
           or changes in project costs; (v) unanticipated changes in operating
           expenses and capital expenditures; (vi) sudden loss of key personnel;
           (vii) abrupt changes in competition or the political or economic
           climate and (viii) abrupt changes in market opportunities.

Item 1- Business

           Overview

           InfraCorps Inc. ("INFC"), a Virginia corporation formed in 1987, is a
           technology-based firm that historically has provided both
           environmental and construction products and services. During the
           second half of fiscal 1998, INFC made a determination to focus on its
           construction lines of business and to de-emphasize its environmental
           products and services. Specifically, INFC is directing its efforts to
           the development and growth of its existing underground infrastructure
           products and services related to the installation and rehabilitation
           of subsurface pipelines using trenchless technologies. Trenchless
           technology involves the installation and rehabilitation of
           underground pipelines with minimal surface disruption. Some of the
           methods used are pipe relining, manhole construction and "pipe
           bursting."

           INFC operates its infrastructure business through a wholly-owned
           affiliate: InfraCorps of Virginia, Inc. ("ICVA"). During fiscal year
           1999 INFC closed InfraCorps of Florida, Inc. ("ICFL"), a subsidiary
           of ICVA. As a result ICFL is not engaged in active business operation
           at March 31, 1999.

<PAGE>


           ICVA, a Virginia corporation headquartered in Richmond, Virginia, is
           INFC's construction subsidiary. ICVA was formed as a result of INFC's
           acquisition on June 1, 1994, of Stamie E. Lyttle Company, Inc.,
           Lyttle Utilities, Inc. and LPS Corporation. The three firms, the
           history of which dates back to 1947, were consolidated into one
           corporation, ICVA. ICVA, along with its subsidiary, InfraCorps of
           Florida, Inc., a Virginia corporation previously headquartered in
           Orlando, Florida, utilizes trenchless technologies to install and
           rehabilitate subsurface pipelines. INFC's infrastructure customers
           include municipalities, government agencies, Fortune 500 companies
           and developers. ICVA, through its Service Division, also design and
           install septic and irrigation systems and provided related repair and
           maintenance services. As part of INFC's effort to focus on the
           infrastructure business, INFC, in April 1998, sold the Service
           Division of ICVA to a new corporation formed by Coleman S. Lyttle, a
           director of INFC and President of ICVA.

           INFC's principal executive offices are located at 7400 Beaufont
           Springs Drive, Suite 415, Richmond, Virginia 23225, and its telephone
           number is (804) 272-6600.

           Business Segment Information

           During the ten-month period ended March 31, 1998 ("fiscal year
           1998"), INFC and its wholly-owned affiliates provided both
           environmental and infrastructure products and services. Prior to
           fiscal 1998 year end, INFC disposed of its environmental operations
           segments. During the twelve-month period ended March 31, 1999
           ("fiscal year 1999"), INFC specialized in infrastructure design,
           construction and maintenance utilizing trenchless technologies to
           install and rehabilitate subsurface pipelines.

           Services and Products

           Trenchless technology refers to a family of methods, materials and
           equipment that can be used for installation of new or rehabilitation
           of existing underground pipelines. These methods provide minimal
           disruption to surface traffic, business an other activities, as
           opposed to open trenching and its associated major disruptions to
           surface activities.

           Both ICVA and ICFL utilize a so-called "fold and formed" trenchless
           technology. Under this technology, a robotic vehicle with lights and
           a video traverses the damaged line to detect blockage, offset joints
           and other impediments. Any remedial work is then performed within the
           existing lines, either through a point repair from the surface or
           through a remote device. The pipe liner, which is constructed
           specifically for the job and which is folded to fit within the
           existing host pipeline, is inserted so that it extends through the
           damaged length of pipe. The length of each pipe is at least the
           distance from manhole to manhole. Insertion is made through a power
           wench and steel cable connected to the end of the pipe liner. Through
           the application of steam heat and pressure, the pipe liner expands to
           fit the inside of the host pipe. The fit is so tight that it leaves
           no annular space for unwanted water migration between the pipe liner
           and the host pipe. The new smooth interior maintains peak flow and
           inhibits build-up of foreign material. The life of the replacement
           liner is the same as new pipe.

<PAGE>


           INFC is a party to a contract license agreement (the "License
           Agreement") with Ultraliner, Inc. ("Ultraliner"), under which ICVA
           has the exclusive right and license to use the ULTRALINER PVC ALLOY
           (Trademark) deformed pipeline technology and process developed by
           Ultraliner for the restoration, repair and rehabilitation of water
           and sewer (sewage and storm) pipelines in the geographical area lying
           within the principal boundaries of the Virginia counties of
           Frederick, Clarke, Loudoun, Alexandria, Warren, Fauquier, Prince
           William, Page, Rappahannock, Madison, Culpeper, Stafford, King
           George, Orange, Spotsylvania, Caroline, Essex, Westmoreland,
           Richmond, Louisa, Hanover, King William, King & Queen, Fluvanna,
           Goochland, Henrico, New Kent, Cumberland, Powhatan, Amelia,
           Shenandoah and Chesterfield, and the cities of Hopewell, Colonial
           Heights, Richmond and Winchester, Virginia (the "Territory"). Under
           the License Agreement, Ultraliner retains the right to grant
           exclusive licenses to other parties in the Territory to utilize the
           Ultraliner product and services for purposes other than the repair,
           rehabilitation and reconstruction of water or sewer pipelines. The
           License Agreement terminates on February 1, 2001, and is renewable by
           ICVA for an additional five-year term, subject to termination in the
           event of specific defaults, including the failure of ICVA to meet
           certain minimum performance objectives. After payment of an initial
           license fee, no further royalties are due under the License
           Agreement. However, if ICVA seeks to utilize the Ultraliner
           technology outside of the Territory, whether or not in an area where
           a license for such permitted use has been granted by Ultraliner, ICVA
           must make an immediate cross-over payment of 25% of the gross product
           price of all product sold outside of the Territory. All cross-over
           payments must be paid by ICVA to Ultraliner, as agent for ICVA, which
           then in turn will promptly pay 20% of the cross-over payment to the
           licensee in whose territory the installation is performed, if any.
           All licenses governing the commercialization of the Ultraliner
           product within the United States provide for similar cross-over
           payments. In fiscal year 1999, ICVA comprised 100% of INFC's
           infrastructure business.

           ICFL was a party to a sub-license agreement with Miller Pipeline
           Corporation ("Miller") for an exclusive sub-license to use the "EX,"
           "EX Method" and "EX Pipe" service marks and related technology and
           process in water, sewer and industrial process pipelines. ICFL's
           territory under the sub-license agreement is defined as the State of
           Florida, excluding the counties of Apalachicola River, Jackson,
           Calhoun, Gulf, Holmes, Washington, Bay Walton, Okaloosa, Santa Rosa
           and Escambia (the "ICFL Territory"). Miller and Ultraliner have
           separately patented processes and different end uses of its products.

           ICFL historically has not had profitable operations and was closed
           November 30, 1998. Operations were shut down with all contracts
           expected to be completed within the year.

           On March 12, 1998, INFC completed the sale of substantially all of
           the environmental assets to ETS Acquisition, Inc. In connection with
           the sale, INFC sold a portion of its assets and liabilities relating
           to the Limestone Emission Control ("LEC") technology, including
           patents and licenses, to Christel Clear Technologies, Inc. ("CCTI").
           Also, INFC entered into a Management Agreement with Air Technologies,
           Inc. ("ATI"), a newly-formed firm based in Roanoke, Virginia, to
           provide management services with respect to INFC's contract to supply
           to China Steel Corporation sulfur dioxide removal systems utilizing
           the LEC technology (the "CSC Contract").


<PAGE>


           ATI and CCTI have agreed to accept responsibility for any potential
           liabilities associated with the CSC Contract and to provide their
           best efforts to have the CSC Contract assigned without recourse from
           INFC to ATI. However, although negotiations are underway with CSC,
           INFC has not yet been successful in obtaining assignment of the CSC
           Contract. Accordingly, INFC still has potential liability under the
           CSC Contract which could have a material negative impact on INFC's
           business operations. Potential issues have been brought to current
           management's attention regarding the budget to meet certain of the
           performance specifications of the CSC Contract and the overall
           viability of the LEC technology for wide-scale commercialization. If
           the LEC technology does not meet contract specifications, CSC may
           seek to impose financial penalties or attempt to recover damages or
           obtain other relief under the CSC Contract, including drawing down on
           the $600,000 performance bond posted by INFC.

           Suppliers and Licenses

           INFC's materials and equipment are generally available from several
           suppliers. However, INFC believes that Ultraliner is presently the
           sole source of proprietary Ultraliner material and, therefore, ICVA
           is presently dependent upon Ultraliner for its supply of Ultraliner
           material. During the last three years, ICVA has not experienced any
           difficulty in obtaining adequate supplies of Ultraliner tube
           material.

           Because of the availability of alternate or similar trenchless
           technology process, INFC management does not believe that the loss of
           the current licenses by ICVA would be material to INFC's business
           operations. See "Competition" below.

           Revenue Recognition, Contract Awards and Backlog

           INFC recognizes revenues using the percentage-of-completion method.
           The installation process generally is performed between manholes or
           similar access points within a twenty-four hour period. A
           rehabilitated pipeline section is considered completed work and is
           generally billable to the customer. In most cases, contracts
           consisting of individual line sections have a duration of less than
           one year. Billings are prepared according to specific terms of
           individual contracts. Contracts will generally provide for periodic
           payments as work is completed, with final amounts due upon completion
           and acceptance of the project by the customer.

           Customers

           During fiscal year 1999, INFC, through ICVA, performed infrastructure
           services under contracts with governmental authorities, private
           industries and commercial entities. In each of the last three fiscal
           years, more than 35% of INFC's infrastructure revenues came from
           state and local government entities - cities, counties, state
           agencies and regional authorities. For fiscal year 1999, INFC had
           infrastructure contract revenues from six customers, each of which
           accounted for more than 5% of contract revenues. At March 31, 1999,
           five customers had accounts receivable balances which exceeded 5% of
           the trade accounts receivable balance. The accounts receivable
           balances for these customers totaled $1,477,180.

<PAGE>


           Municipal Activities

           In order to bid for municipal construction services in Virginia, ICVA
           must "prequalify" for each job (as in the City of Richmond) or
           annually prequalify for each community which it serves.
           Prequalification requirements include a proven track record of
           successfully completing similar projects, necessary manpower and
           equipment to commence and complete the project and bonding capacity
           to support the technical and manpower needs. The bond required is a
           "performance and payment bond" issued by a surety company based on
           contractor competence and financial backing. ICVA has successfully
           prequalified for every job for which it has bid and is prequalified
           by all the municipalities in which it works.

           Municipalities and the state government must, by law, advertise in
           local newspapers and public bulletin boards and through the Dodge
           Report. The Dodge Report is distributed weekly to subscribers and
           contains all material information on municipal construction projects,
           including description, scope of work, requirements for the
           contractor, estimated amount of bid and availability of plans and
           specifications, thus enabling contractors to decide which projects to
           pursue and to formulate bids. ICVA not only bids on the basis of the
           specifications contained in the Dodge Report, but is also often
           invited by the municipalities themselves to bid on specific projects.
           ICVA selects the projects that it desires to bid based on its
           analyses of present and future work requirements and its anticipation
           of profitability of the project based on the cost of past similar
           projects. It then prepares and submits bids on appropriate projects.
           Bidding is generally closed. Bids are opened in a public place and
           the low qualified bidder is awarded the contract. In some instances,
           specifically projects for the City of Richmond, Virginia and the
           Commonwealth of Virginia, minority participation is required to
           complete the project and is set forth in the requirements and in the
           bid. Because of its size and experience, ICVA has developed an
           excellent relationship with qualified minority contractors who ably
           perform their tasks as part of the contracting team.

           The municipality notifies the low bidder of contract awards in
           writing, stating the time frame in which the project must be
           completed. If ICVA is the low bidder, ICVA must submit a profile
           called the "Critical Path Method" or "CPM" setting forth the time
           frame in which is intends to complete the project so that the
           designated representative of the municipality can follow the project
           as outlined in the CPM. Projects generally run in phases with
           progress billing on a monthly basis until completion. ICFL engaged in
           similar bidding processes with respect to municipal construction in
           the State of Florida.

           Commercial Construction

           ICVA also performs services for developers and corporations. For
           residential and commercial developers, ICVA provides the interface
           between the developer and the local zoning authorities for site
           development plan, sewer and water main hookup and soil conditions.
           For commercial and industrial customers, ICVA provides the technical
           expertise required to maintain the plant conditions in an
           environmentally safe fashion. For example, a factory or office
           building owner often will establish its own sewer system but will
           later discover that the installation does not meet the needs for
           adequate holding tank capacity. ICVA, in such a situation, will
           design and modify the equipment to meet legal and environmental
           requirements.

<PAGE>


           Competition

           The general pipeline reconstruction, rehabilitation and repair
           business is highly competitive. INFC faces competition both from
           contractors employing traditional methods of pipeline replacement and
           repairs and from contractors offering alternative trenchless products
           and technologies.

           The Ultraliner and other "fold and formed" processes compete with
           traditional methods of pipe rehabilitation, including full
           replacement, point of repair and sliplining. INFC believes that the
           "fold and formed" process usually offers a cost advantage over full
           replacement, as well as the practical advantage of avoiding
           excavation. In addition, the "fold and formed" process also offers
           qualitatively better rehabilitation than traditional sliplining,
           which may significantly reduce the diameter of the pipe. Grouting is
           also undertaken in the United States. INFC considers grouting a
           short-term repair technique and not a long-term pipeline
           rehabilitation solution competitive with the "fold and formed"
           process. As a practical matter, competition for INFC typically begins
           at the point that an end-user has determined to employ trenchless
           technology over traditional rehabilitation methods involving
           substantial excavation.

           INFC competes with alternative trenchless technologies, such as
           cured-in-place pipeline rehabilitation. INFC is aware of a number of
           other trenchless technologies both under development and from time to
           time introduced into the market place with mixed results. INFC
           believes that it can compete successfully with these alternative
           trenchless products.

           The principal areas of competition in general pipeline
           reconstruction, rehabilitation and repair include the quality of the
           work performed, the ability to provide a long-term solution to the
           pipeline problems rather than a short-term repair, the amount of
           disruption to traffic and commercial activity and the price. INFC
           believes that the "fold and formed" process competes favorably in
           each of these areas with traditional replacement or repair methods.
           In particular, the ability to install a "fold and formed" product
           with little or no excavation at prices typically at or below
           traditional open trench replacement method is a substantial
           competitive advantage. Further, despite a small reduction in pipe
           diameter resulting from the installation of the "fold and formed"
           product against the walls of the original pipe, the smooth finished
           interior reduces friction and generally increases flow capacity.

           INFC believes that the trenchless pipeline reconstruction market is
           continuing to expand, with the entry of imitation and alternative
           products. INFC believes that its trenchless technology products and
           services are cost-competitive.

           ICVA's competition comes from many smaller and narrowly focused
           companies in the Richmond and Northern Virginia areas. ICVA's major
           competitor in the trenchless sewer and water main rehabilitation
           business is Insituform, Inc., which is a cured-in-place technology.
           ICVA believes that the "fold and formed" technology is superior and
           that it can underbid Insituform on projects and still provide
           adequate margins. However, Insituform has been completing projects
           for municipalities for over a decade, and ICVA must first prove its
           proficiency in trenchless technology to municipalities through
           successful completion of small contracts before it will be chosen on
           larger programs.

<PAGE>


           Current Projects

           As of June 15, 1999, ICVA had 17 major projects in progress,
           primarily for municipalities, such projects aggregating approximately
           $15 million. Most of the projects will be completed on or before
           December 31, 1999.

           Supervision and Regulation

           INFC's infrastructure activities are regulated by federal and state
           statutes. In general, federal statues are enforced on the state level
           by the Virginia Department of Labor and Safety for OSHA safety
           standards and by the Virginia Department of Health or Department of
           Public Works for sewer, septic and water systems. INFC does not
           anticipate any material impediments in the use of the "fold and
           formed" process arising from existing or future regulations or
           requirements, including those regulating discharges of materials into
           the environment.

           Employees

           As of March 31, 1999, INFC and ICVA employed 3 and 170 full-time
           personnel, respectively.

ITEM 2-PROPERTIES

           Effective in 1994, ICVA entered into a lease of its premises, which
           are owned by the Estate of Stamie E. Lyttle, of which Coleman S.
           Lyttle, a director of INFC, is executor, at $10,500 per month for two
           years. One June 1, 1997, the lease was renewed for a one-year term
           with three one-year renewal options. Rent expense under this lease
           was approximately $126,000 for fiscal 1999. INFC believes that the
           lease is on terms as favorable as those which would be available from
           non-affiliated third parties.

ITEM 3-LEGAL PROCEEDINGS

           Not applicable.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           There were no matters submitted to a vote of security holders during
           the fourth quarter of fiscal year 1999.
<PAGE>



           Executive Officers of the Registrant

           Pursuant to General Instruction G(3) of Form 10-K, the following list
           is included as an unnumbered Item in Part I of this report in lieu of
           being included in the Proxy Statement for the Annual Meeting of
           Shareholders to be held on July 26, 1999.

           The names, ages and positions of all of the executive officers of
           INFC as of March 31, 1999 are listed below with their business
           experience for the past five years. Officers are appointed annually
           by the Board of Directors at the meeting of directors immediately
           following the Annual Meeting of Shareholders. There are no family
           relationships among these officers, nor any agreement or
           understanding between any officer and any other person pursuant to
           which the officer was selected.

           Previous and Present Duties and Responsibilities:


<TABLE>
<CAPTION>

                                                  Position and Business
Name & Age                                    Experience for Past Five Years
---------------------------------------------------------------------------------------------------
<S>       <C>


James B. Quarles, 46        January 1998 to Present                       President and Chief
                                                                          Executive Officer of
                                                                          INFC

                            October 1997 to February 1998                 Sole officer, director and
                                                                          shareholder of Q
                                                                          Enterprises, Inc.,
                                                                          Roanoke, Virginia
                                                                          (consulting)

                            May 1997 to October 1997                      Senior Vice President of
                                                                          INFC

                            January 1987 to December 1996                 Chairman and President
                                                                          of Enviros, Inc., Seattle,
                                                                          WA (biotechnical)

Navin D. Sheth, 52          January 1998 to Present                       Chief Financial Officer of
                                                                          INFC

                            June 1994 to Present                          Executive Vice President
                                                                          of INFC

                            May 1996 to Present                           Chief Operating Officer of
                                                                          ICVA

Coleman S. Lyttle, 46       June 1994 to Present                          President of ICVA



Warren E. Beam, Jr., 42     April 1998 to Present                         Secretary of INFC

                            January 1993 to January 1998                  Treasurer of Spurlock
                                                                          Adhesives, Inc. and
                                                                          Spurlock Industries, Inc.
                                                                          and their predecessors
                                                                          (chemical manufacturing)

</TABLE>

<PAGE>




                                     PART II

ITEM 5-MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

           The information set forth under the caption "Market Information" on
           page 5 of the 1999 Annual Report to Shareholders is incorporated
           herein by reference.

           In October 1997, there were 225,000 warrants issued for services
           rendered. The Company issued options to purchase 850,000 shares of
           stock to employees and consultants under the 1995 Non-Statutory Stock
           Option Plan and options to purchase 1,110,000 shares of stock to
           employees, directors and consultants under the 1997 Non- Statutory
           Stock Option Plan.

ITEM 6-SELECTED FINANCIAL DATA

           The information set forth under the caption "Selected Financial Data"
           on page 6 of the 1999 Annual Report to Shareholders is incorporated
           herein by reference.

ITEM 7-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

           The information set forth under the caption "Management's Discussion
           and Analysis of Financial Condition and Results of Operations" on
           pages 7 through 13 of the 1999 Annual Report to Shareholders is
           incorporated herein by reference.

ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Not applicable.

<PAGE>



ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The following consolidated financial statements of INFC and the
           Independent Auditors' Report set forth on pages 14 through 48 of the
           1999 Annual Report to Shareholders are incorporated herein by
           reference:

                1.   Independent Auditors' Report.

                2.   Consolidated Balance Sheets as of March 31, 1999 and March
                     31, 1998.

                3.   Consolidated Statements of  Operations for the Ten-Month
                     Period Ended March 31, 1998 and Years Ended March 31, 1999
                     and May 31, 1997.

                4.   Consolidated  Statements of Stockholders' Equity (Deficit)
                     for the Ten-Month Period Ended  March 31, 1998 and  Years
                     Ended March 31, 1999 and May 31, 1997.

                5.   Consolidated Statements of Cash Flows for the Ten-Month
                     Period Ended March 31, 1998 and Years Ended March 31, 1999
                     and May 31, 1997.

                6.   Notes to Consolidated Financial Statements as of March 31,
                     1999 and 1998 and May 31, 1997.

ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

           KPMG LLP ("KPMG") served as the Company's independent public
           accountants for the fiscal years ended May 31, 1990 through March 31,
           1998. For various business reasons, the Company's Board of Directors
           recommended the dismissal of KPMG, and on February 16, 1999, the
           Company officially terminated its business relationship with KPMG.
           KPMG's reports on that Company's financial statements for each of the
           last two fiscal years did not contain an adverse opinion or
           disclaimer of opinion. Similarly, KPMG did not modify either such
           report as to uncertainty, audit scope or accounting principles,
           except that KPMG's auditors' report on the consolidated financial
           statements of InfraCorps Inc. (name of company changed to InfraCorps
           Inc. at shareholder meeting on August 17, 1998) and subsidiaries as
           of March 31, 1998 and May 31, 1997 and for the ten-month period ended
           March 31, 1998 and for the years ended May 31, 1997 and 1996,
           contained a separate paragraph stating that "the Company has suffered
           losses from operations and has a net capital deficiency that raise
           substantial doubt about its ability to continue as a going concern."
           Management's plans in regard to these matters are also described in
           note 19. The consolidated financial statements do not include any
           adjustments that might result from the outcome of this uncertainty.

           In connection with the audits of fiscal year 1998 and the fiscal year
           ended May 31, 1997, there were no disagreements between the Company
           and KPMG regarding any matter of accounting principles or practices,
           financial statement disclosure, or auditing scope or procedures,
           which disagreements if not resolved to their satisfaction would have
           caused them to make reference in connection with their opinion to the
           subject matter of the disagreement. In addition, there were no
           disagreements between the Company and KPMG regarding the matters
           noted above during the interim period from March 31, 1998 through the
           date of dismissal.

<PAGE>


           On February 16, 1999, the Board of Directors of the Company appointed
           subject to the approval of the Company's shareholders, the firm
           Goodman & Company, LLP as independent public accountants to audit the
           Company's consolidated financial statements for fiscal year 1999.


                                    PART III

ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           For information with respect to the executive officers of the
           registrant, see "Executive Officers of the Registrant" at the end of
           Part I of this report. For information with respect to the Directors
           of the registrant, see "Election of Directors" at pages 9 and 10 of
           the Proxy Statement for the Annual Meeting of Shareholders to be held
           July 26, 1999, which information is incorporated herein by reference.
           The information with respect to compliance with Section 16(a) of the
           Exchange Act, which is set forth under the caption "Section 16(a)
           Beneficial Ownership Compliance" at page 11 of the Proxy Statement
           for the Annual Meeting of Shareholders to be held July 26, 1999, is
           incorporated herein by reference.

ITEM 11-EXECUTIVE COMPENSATION

           The information set forth under the captions "Executive
           Compensation," "Summary Compensation Table," "Option Grants in Last
           Fiscal Year," "Aggregate Option/SAR Values," "Board of Directors
           Report on Executive Compensation," "Compensation Committee Interlocks
           and Insider Participation," "Board of Directors and Committees,"
           "Remuneration of Directors" and "Performance Graph" at pages 4
           through 8 of the Proxy Statement for the Annual Meeting of
           Shareholders to be held July 26, 1999, is incorporated herein by
           reference.

ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The information pertaining to shareholders beneficially owning more
           than five percent of the registrant's common stock and the security
           ownership of management, which is set forth under the captions "Stock
           Ownership of Certain Beneficial Owners" and "Stock Ownership of
           Management" on pages 2 through 4 of the Proxy Statement for the
           Annual Meeting of Shareholders to be held July 26, 1999, is
           incorporated herein by reference.

ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           The information with respect to certain transactions with management
           of the registrant, which is set forth under the caption "Transactions
           with Management" at page 9 of the Proxy Statement for the Annual
           Meeting of Shareholders to be held on July 26, 1999, is incorporated
           herein by reference.

<PAGE>



                                     PART IV

ITEM 14-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

           (a) List of documents filed as part of this report:

                1. Financial statements:

                   All financial statements of the registrant as set forth under
                   Item 8 of this Report on Form 10-K.

                2. Financial statement schedules:

                   Independent Auditors' Report of KPMG LLP covering the
                   consolidated financial statements of InfraCorps Inc.,
                   (formerly ETS International, Inc.) as of March 31, 1998 and
                   for the ten-month period ended March 31, 1998 and year ended
                   May 31, 1997, is filed as an exhibit and is incorporated by
                   reference herein.

                   All schedules are omitted, as the required information is
                   inapplicable or the information is presented in the
                   consolidated financial statements or related notes thereto.

                3. Exhibits to this Form 10-K are as follows:
<TABLE>
<CAPTION>


                   Exhibit No.                              Description
                   -----------                              ------------
<S>     <C>


                         13                         1999 Annual Report to Shareholders (such report, except to
                                                    the extent incorporated herein by reference, is being
                                                    furnished for the information of the Commission only and is
                                                    not to be deemed filed as part of this Annual Report on
                                                    Form 10-K)

                         21                         Subsidiaries of the Company

                         23.1                       Accountant's Consent (Goodman & Co., LLP Consent to
                                                    Incorporate by Reference Report into S-8 Filing)

                         23.2                       Accountant's Consent (KPMG LLP Consent to Incorporate
                                                    by Reference Report into S-8 Filing)

                         24                         Power of Attorney

                         27                         Financial Data Schedule

                         99                         Independent Auditors' Report

           (b) Reports on Form 8-K:

                1. Current Report on Form 8-K dated February 16, 1999, reporting
                   change in accountants.
</TABLE>



<PAGE>



                                   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.



INFRACORPS INC.



By:        /s/ Warren E. Beam, Jr.                                       7/14/99
           -----------------------                                       -------
           Warren E. Beam, Jr.                                             Date
           Secretary

<PAGE>



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.

<TABLE>
<CAPTION>
<S>     <C>



/s/ James B. Quarles                 7/14/99 *        President, Chief Executive Officer
---------------------------------------------         and Director
James B. Quarles                       Date


/s/ Navin D. Sheth                   7/14/99 *        Chief Financial Officer, Treasurer
---------------------------------------------         (Principal Financial Officer)
Navin D. Sheth                         Date


/s/ Warren E. Beam, Jr.              7/14/99          Secretary
---------------------------------------------         (Principal Accounting Officer
Warren E. Beam, Jr.                   Date


/s/ Coleman S. Lyttle                7/14/99 *        Director
---------------------------------------------
Coleman S. Lyttle                     Date


/s/ Terence R. Dellecker             7/14/99 *        Director
---------------------------------------------
Terence R. Dellecker                 Date


/s/John R. Potter                    7/14/99 *        Director
---------------------------------------------
John R. Potter                       Date


/s/ Allen Kahn                      7/14/99 *         Director
---------------------------------------------
Allen Kahn                            Date


/s/ James G. Zumwalt                 7/14/99 *        Director
---------------------------------------------
James G. Zumwalt
</TABLE>



* By /s/ Warren E. Beam, Jr.
--------------------------------
   Warren E. Beam, Jr.
   Attorney-in-fact



<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.         Description
-----------         -----------

     13             1999 Annual Report to Shareholders (such report, except to
                    the extent incorporated herein by reference, is being
                    furnished for the information of the Commission only and is
                    not to be deemed filed as part of this Annual Report on Form
                    10-K)

      21            Subsidiaries of the Company

      23.1          Accountant's Consent (Goodman & Co., LLP Consent to
                    Incorporate by Reference Report into S-8 Filing)

      23.2          Accountant's Consent (KPMG LLP Consent to Incorporate by
                    Reference Report into S-8 Filing)

      24            Power of Attorney

      27            Financial Data Schedule

      99            Independent Auditors' Report