<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.   20549

                                  FORM 10-KSB

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

For the fiscal year ended March 31, 2000

Commission file number 0-19678

                                INFRACORPS INC.
--------------------------------------------------------------------------------
                (Name of small business issuer in its charter)

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

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

Issuer's telephone number,                              (804) 272-6600
                                                        --------------

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

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


Title of Each Class
-------------------
Common Stock, without par value                           OTC (Bulletin Board)


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [x]  No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
(Section 229.405 of this chapter) is not contained herein, and "no disclosure"
will be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

"State the issuer's revenues for the most recent fiscal year:           "

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer as of June 15, 2000. $3,899,629

As of June 29, 2000, the registrant had 16,392,487 shares of common stock,
without par value per share, issued and outstanding.
<PAGE>

                     DOCUMENTS INCORPORATED BY REFERENCE:


Portions of the 2000 Annual Report to Shareholders are incorporated by reference
into Parts II hereof.

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on July 31, 2000 are incorporated by reference into Part III hereof.


                                    PART I

     Forward Looking Statements
     --------------------------

     This Report on Form 10-KSB includes certain forward-looking statements
     relating to such matters as anticipated financial performance, business
     prospects, technological developments, new products and similar matters
     of INFC (as defined below). None of the INFC'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 INFC notes that a variety of factors could cause the INFC's
     actual results and experience to differ materially from the anticipated
     results or other expectations expressed in the INFC's forward-looking
     statements. The risks and uncertainties that could significantly affect
     the operations, performance, development and results of the INFC'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 three wholly-owned
     affiliates: InfraCorps of Virginia, Inc. ("ICVA"), InfraCorps Technology,
     Inc. ("ICTI"), and InfraCorps International, Inc. ("ICII"). During fiscal
     year 1999 INFC closed InfraCorps

                                      -2-
<PAGE>

     of Florida, Inc. ("ICFL"), a subsidiary of ICVA. As a result ICFL is not
     engaged in active business operation during fiscal year 2000.

     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 designed
     and installed 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.

     ICTI, a Virginia corporation headquartered in Richmond, Virginia, is a
     construction subsidiary specializing in installing cured-in-place pipe
     ("CIPP"). ICTI came about after the purchase of assets from Cat Contracting
     that enable INFC to manufacture and install CIPP. ICTI's customers include
     municipalities, government agencies, Fortune 500 companies and developers.

     ICII, a Virginia corporation headquartered in Seattle, Washington, is an
     engineering and consulting firm specializing in trenchless technologies.
     ICII's customers include municipalities, government agencies, Fortune 500
     companies and developers.

     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 twelve-month periods ended March 31, 2000 ("fiscal year 2000")
     and March 31, 1999 ("fiscal year 1999"), INFC specialized in infrastructure
     design, construction and maintenance utilizing trenchless technologies as
     well as conventional methods 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 and other activities, as opposed to open
     trenching and its associated major disruptions to surface activities.

     ICVA utilizes 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

                                      -3-
<PAGE>

     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.

     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 2000, ICVA
     comprised 87% of INFC's infrastructure business.

     ICTI utilizes a cured in place pipe. This technology involves using a
     thermosetting resin to wet out a tube, which is then cured in place using
     heat. The cure process is controlled by applying cold to the tube. This
     technology is available from FirstLiner USA. ICTI is currently negotiating
     a license agreement with FirstLiner USA and is able to continue to use the
     technology until an agreement is reached. This license agreement would
     include a royalty payment as well as a geographical area of use. This area
     of use would include Virginia, Maryland and North Carolina with a right of
     first refusal for any other state in the eastern United States. ICTI
     comprised 12% of INFC's infrastructure business in fiscal year 2000.

     ICII provides engineering and consulting services and specializes in design
     and management support for projects involving the utilization of trenchless
     technologies. The company is headed by Michael Kirby, P.E. with 20 years
     experience in the trenchless technology industry. The market for these
     services are worldwide.

                                      -4-
<PAGE>

     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").

     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
     processes, 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.

                                      -5-
<PAGE>

     Customers
     ---------

     During fiscal year 2000, INFC, through ICVA and ICTI, 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 2000, INFC had infrastructure
     contract revenues from four customers, each of which accounted for more
     than 5% of contract revenues. At March 31, 2000, three customers had
     accounts receivable balances, which exceeded 5% of the trade accounts
     receivable balance. The accounts receivable balances for these customers
     totaled $1,150,004.

     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 it 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.

                                      -6-
<PAGE>

     ICTI engaged in similar bidding processes with respect to municipal
     construction in the States of New Jersey, Maryland, Pennsylvania, Virginia,
     North Carolina, and 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.

     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, CIPP 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 and the CIPP process usually offer a cost advantage over full
     replacement, as well as the practical advantage of avoiding excavation. In
     addition, the "fold and formed" process and CIPP process also offer
     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 and CIPP 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

                                      -7-
<PAGE>

     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.

     Current Projects
     ----------------

     As of June 15, 2000, ICVA had 9 major projects in progress, primarily for
     municipalities, aggregating approximately $16.5 million. Most of the
     projects will be completed on or before December 31, 2000.

     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, 2000, INFC, ICVA, and ICTI employed 3, 160 and 20 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 2000. 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.

                                      -8-
<PAGE>

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 2000.

                                      -9-
<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 4
     of the 2000 Annual Report to Shareholders is incorporated herein by
     reference.

     In April 1999, INFC issued warrants to purchase an aggregate of 300,000
     shares of common stock to a single investor for nominal consideration in
     connection with such investor's conversion of INFC debt into equity.

     In October 1999, INFC issued warrants to purchase an aggregate of 4,000,000
     shares of common stock to four members of management for nominal
     consideration in connection with such individuals agreeing to personally
     guaranty INFC debt.

     In December 1999, INFC issued warrants to purchase an aggregate of 300,400
     shares of common stock to a single investor for nominal consideration in
     connection with INFC's Series C Preferred Stock financing.

     In December 1999, INFC issued warrants to purchase an aggregate of 15,020
     shares of common stock to a consultant for nominal consideration as part of
     the underwriting costs for INFC's Series C Preferred Stock.

     In January 2000, INFC issued warrants to purchase an aggregate of 500,000
     shares of common stock to a single investor for nominal consideration in
     connection with such investor's conversion of INFC debt into equity.

     In May 1999, INFC issued 100,000 shares of Series A Preferred Stock to a
     single investor at a purchase price of $100,000.

     In December 1999, INFC issued 751 shares of Series C Preferred Stock to a
     single investor at a purchase price of $751,000. In connection with such
     offering, INFC paid underwriting fees equal to 5.0% of the offering
     and warrants to purchase an aggregate of 15,020 shares of common stock.

     In January 2000, INFC issued 5,000 shares of Series B Preferred Stock to
     a single investor for nominal consideration in connection with such
     investor's conversion of INFC debt into equity.

     All securities were issued pursuant to the registration exemption
     provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6 - 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 6
     through 10 of the 2000 Annual Report to Shareholders is incorporated herein
     by reference.

                                     -10-
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following consolidated financial statements of INFC and the
         Independent Auditors' Report set forth on pages 12 through 19 of the
         2000 Annual Report to Shareholders are incorporated herein by
         reference:

          1.  Independent Auditors' Report.

          2.  Consolidated Balance Sheets as of March 31, 2000 and March 31,
              1999.

          3.  Consolidated Statements of Operations for the Years Ended
              March 31, 2000 and 1999.

          4.  Consolidated Statements of Stockholders' Equity (Deficit) for
              the Years Ended March 31, 2000 and 1999.

          5.  Consolidated Statements of Cash Flows for the Years Ended
              March 31, 2000 and 1999.

          6.  Notes to Consolidated Financial Statements as of March 31, 2000
              and 1999.

ITEM 8  - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          Not applicable.



                                   PART III

ITEM 9  - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names, ages and positions of all of the executive officers of INFC
     as of March 31, 2000 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>                             <C>
James B. Quarles, 47            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, 53              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, 47           June 1994 to Present            President of ICVA

Warren E. Beam, Jr., 43         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>

     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 31,2000, 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 10 of
     the Proxy Statement for the Annual Meeting of Shareholders to be held July
     31, 2000, is incorporated herein by reference.

ITEM 10 - EXECUTIVE COMPENSATION

     The information set forth under the captions "Executive Compensation,"
     at pages 6 and 7 of the Proxy Statement for the

                                     -11-
<PAGE>

     Annual Meeting of Shareholders to be held July 31, 2000, is incorporated
     herein by reference.

ITEM 11 - 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 31, 2000, is incorporated herein by reference.

ITEM 12 - 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 31, 2000, is incorporated herein by
     reference.



 ITEM 13 - EXHIBITS, AND REPORTS ON FORM 8-K

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




         (a)  Exhibits to this Form 10-KSB are as follows:


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

                     13                     2000 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-KSB)

                     21                     Subsidiaries of the Company

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

                     27                     Financial Data Schedule



    (b)     Reports on Form 8-K:

              Not applicable.

                                     -12-
<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.                          6/29/00
         -----------------------                          -------
         Warren E. Beam, Jr.                              Date
         Secretary

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>

<S>                                         <C>                     <C>
/s/ James B. Quarles                        6/29/00*                President, Chief Executive Officer
---------------------------------------------------
James B. Quarles                            Date                    and Director


/s/ Navin D. Sheth                          6/29/00                 Chief Financial Officer, Treasurer
---------------------------------------------------
Navin D. Sheth                              Date                    (Principal Financial Officer)


/s/ Warren E. Beam, Jr.                      6/29/00                Secretary
---------------------------------------------------
Warren E. Beam, Jr.                         Date                    (Principal Accounting Officer)


/s/ Coleman S. Lyttle                       6/29/00                  Director
---------------------------------------------------
Coleman S. Lyttle                           Date


/s/ Terence R. Dellecker                    6/29/00                  Director
---------------------------------------------------
Terence R. Dellecker                        Date


/s/ John R. Potter                          6/29/00                  Director
---------------------------------------------------
John R. Potter                              Date


/s/ Allen Kahn                              6/29/00                  Director
---------------------------------------------------
Allen Kahn                                  Date


/s/ James G. Zumwalt                        6/29/00                  Director
---------------------------------------------------
James G. Zumwalt                            Date


/s/ Claudio Faria Santos                    6/29/00                  Director
---------------------------------------------------
Claudio Faria Santos                        Date
</TABLE>


                                     -13-
<PAGE>

                               INDEX TO EXHIBITS


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

     13          2000 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-KSB)

     21          Subsidiaries of the Company

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

     27          Financial Data Schedule