UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q (Mark One) þQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period endedDecember 31, 2010.  oTransition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fromto.  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)  (202) 579-9472 (Registrants telephone number, including area code)  13800 Coppermine Road, 2nd Floor, Herndon, Virginia  20171 (Former name, former address and former fiscal year, if changes since last report)  Indicate by check markwhether theregistrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YesþNoo.  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).YesoNoo  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act: Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesoNoþ  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. The number of shares outstanding ofthe issuers common stock, $0.001 par value (the only class of voting stock), at February 18, 2011, was 120,000,000.
 1


---



TABLE OF CONTENTSPART I  FINANCIAL INFORMATIONItem 1.
     Financial Statements
     3Consolidate Balance Sheets as of December 31, 2010 (unaudited) and June 30, 2010 (audited)
     4Unaudited, Consolidated Statements of Operations for the three and six month periods ended December 31, 2010 and December 31, 2009
     5Unaudited, Consolidated Statements of Cash Flows for the six month periods ended December 31, 2010 and December 31, 2009
     6Notes to Financial Statements
     7Item 2.
     Management's Discussion and Analysis of Financial Condition and Results of Operations
     12Item 3.
     Quantitative and Qualitative Disclosures about Market Risk
     17Item 4.
     Controls and Procedures
     17PART II  OTHER INFORMATIONItem 1.
     Legal Proceedings
     17Item 1A.
     Risk Factors
     18Item 2.
     Unregistered Sales of Equity Securities and Use of Proceeds
     23Item 3.
     Defaults upon Senior Securities
     23Item 4.
     (Removed and Reserved)
     23Item 5.
     Other Information
     24Item 6.
     Exhibits
     24Signatures
     
     25Index to Exhibits
     
     26
  
 2


---



PART I  FINANCIAL INFORMATION  ITEM 1.     FINANCIAL STATEMENTS  As used herein, the terms Company, we, our, and us refer to Infrastructure Developments Corp., a Nevada corporation, and our subsidiaries and predecessors, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
 3


---



Infrastructure Developments Corp.
Consolidated Balance SheetsPeriod Ending
     
     Period EndingAssets
     December 31,
2010
(Unaudited)
     
     June 30,
2010
(Audited)Current assets:Cash
     $     72,868
     
     $   55,939Receivables, net
     358,541
     
     577,471Inventories
     1,981,604
     
     2,231,449Prepaid expenses
     152,388
     
     177,391Other current assets
     212,893
     
     218,971Total current assets
     2,778,294
     
     3,261,221Property and equipment, net
     2,786,392
     
     2,986,3405,564,686
     
     6,247,561Liabilities and Stockholders' EquityCurrent liabilities:Notes Payable
     2,487,152
     
     2,434,002Accounts payable
     430,176
     
     598,379Accrued expenses
     216,712
     
     258,543Total current liabilities
     3,134,040
     
     3,290,924Long-term debtTotal liabilities
     3,134,040
     
     3, 290,924Commitments and contingencies
     -
     
     -Shareholders' EquityCommon stock:Authorized: 500,000,000 common shares with $0.001 par valueIssued: 120,000,000
     30,379
     
     30,379Additional paid-in capital
     5,946,396
     
     5,946,396Retained earnings
     (3,546,129)
     
     (3,020,138)Equity Funds
     2,430,646
     
     2,956,637$      5,564,686
     
     $     6,247,561
 The accompanying notes are an integral part of these consolidated financial statements
 4


---



Infrastructure Developments Corp.
Unaudited, Consolidated Statements of OperationsFor the Three Months Ending  December 31,
     
     For the Six Months Ending  December 31,2010
     2009
     
     2010
     2009Revenues:Contract Income
     $                  -
     $                  -
     
     $                  -
     $                  -Revenue from Material Sales
     -
     -
     
     -
     -Equipment Rental
     -
     -
     
     -
     491,132Project Management Contracts
     -
     842,369
     
     310,722
     906,188Total revenues
     -
     842,369
     
     310,722
     1,397,320Direct costs - commissions and services
     128,108
     589,721
     
     497,497
     989,966Gross profit
     (128,108)
     252,648
     
     (186,775)
     407,354Operating expenses:General, selling and administrative expenses
     71,930
     95,234
     
     154,425
     169,790Salaries and wages
     90,964
     59,628
     
     184,656
     133,512Depreciation and amortization expense
     -
     14,019
     
     -
     28,037Total operating expenses
     162,894
     168,881
     
     339,081
     331,340Income (Loss) from operations
     (291,002)
     83,767
     
     (525,856)
     76,014Other income (expense):Interest expense
     -
     -
     
     -
     -Interest income
     -
     -
     
     -
     -Other income (expense)
     (1,060)
     (38,564)
     
     (169)
     (38,271)Total other income (expense)
     (1,060)
     (38,564)
     
     (169)
     (38,271)(Loss) Income before Income Taxes
     (292,062)
     45,203
     
     (526,025)
     37,742Provision for income taxes
     -
     -
     
     -
     -NET INCOME/(LOSS)
     $     (292,062)
     $          45,203
     
     $   (526,025)
     $          37,742
  The accompanying notes are an integral part of these consolidated financial statements
 
 5


---



Infrastructure Developments Corp.
Unaudited, Consolidated Statements of Cash FlowsFor the Six
Months Ending
     
     For the Six
Months EndingDecember 31, 2010
     
     December 31, 2009Cash flows from operating activities:Net income (loss)
     $             (526,025)
     
     $                  37,742Adjustments to reconcile net income to net cashprovided by operating activities:Depreciation and amortization
     199,948
     
     140,166(Gain) Loss on disposition of assets
     -
     
     38,500Changes in operating Assets and Liabilities:Decrease (increase) in:Accounts receivable
     218,930
     
     355,476Inventories
     249,845
     
     (49,995)Prepaid expenses
     25,003
     
     (93,180)Other current assets
     6,112
     
     24,894Increase (decrease) in:Notes Payable
     53,150
     
     34,106Accounts payable
     (168,203)
     
     113,645Accrued liabilities
     (41,831)
     
     323,965Net cash provided by (used in) operating activities
     16,929
     
     925,320Cash flows from investing activities:Purchase of property and equipment
     -
     
     (1,225,652)Proceeds from sale of Fixed Assets
     -
     
     5,000Net cash provided by (used in) investing activities
     -
     
     (1,220,652)Cash flows from financing activities:Common stock issued for cash
     -
     
     384,244Net cash provided by (used in) financing activities
     -
     
     384,244Net increase (decrease) in cash and cash equivalents
     16,929
     
     88,913Cash and cash equivalents at beginning of year
     55,939
     
     126,164Cash and cash equivalents at end of year
     $                 72,868
     
     $                215,077
    The accompanying notes are an integral part of these financial statements
  6


---







Infrastructure Developments Corp.Notes tothe Consolidated Financial Statements

December 31, 2010

NOTE 1 - ORGANIZATION AND HISTORY  Infrastructure Developments Corp., formerly 1st Home Buy and Sell Ltd., was incorporated under the laws of the state of Nevada on August 10, 2006, and changed its name to Infrastructure Developments Corp. on March 1, 2010. As used to herein, the term Company refers to Infrastructure Developments Corp., and its subsidiaries.  The Company conducts its business through its wholly-owned subsidiaries focusing on project management in Southeast Asia, Africa, and Middle East. The Company aims to fill an underserved niche in the global project spectrum. It targets specialized projects and subcontracts that are too small to attract the attention of the giant multinational firms but which still require world class engineering expertise.  On April 14, 2010, the Company and Intelspec International Inc. (Intelspec), 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 Intelspec in exchange for 14,000,000 shares of the Companys common stock. Since the owners of Intelspec became the principal shareholders of the Company through the merger, Intelspec is considered the acquirer for accounting purposes and this merger is accounted for as a reverse acquisition or recapitalization of Intelspec.  NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  a.Principles of Consolidation  The consolidated financial statements herein include the operations of Intelspec and the consolidated operations of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.  b.Cash and Cash Equivalents  The Company considers all highly liquid investments with original maturities to the Company of three months or less to be cash equivalents.  c. Accounts Receivable  Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Specific reserves are estimated by management based on certain assumptions and variables, including the customers financial condition, age of the customers receivables, and changes in payment histories. Trade receivables are written off when deemed uncollectible.  Recoveries of trade receivables previously written off are recorded when received.  A trade receivable is considered to be past due if any portion of the receivable balance has not been received by the contractual pay date.  Interest is not charged on trade receivables that are past due.
 7


---



Infrastructure Developments Corp.Notes tothe Consolidated Financial Statements December 31, 2010
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES (Continued)  d. Inventory  Inventories consist of limestone quarry run/feed stock/aggregate to be sold, stated at the lower of cost or market.  The cost is determined by specific identification method. Cost includes processing costs and other incidental expenses incurred in bringing inventories to their present location and condition.The Company records a reserve if the fair value of inventory is determined to be less than the cost.  e.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.  f. Revenue Recognition  Revenues from Sales and services consist of revenues earned in the Companys activity as project & construction equipment management & operations, sale of quarry run, aggregate, equipment rental income and miscellaneous 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.  g. Stock Based Compensation  The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includescompensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.  The Company issued no compensatory options to its employees during the period.  h. Foreign Exchange  The Companys reporting currency is the United States dollar. The Companys functional currency is also the U.S. Dollar (USD). Transactions denominated in foreign currencies are translated into USD and recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into USD at the foreign exchange rates prevailing at the balance sheet date. Realized and unrealized foreign exchange differences arising on translation are recognized in the income statement.
 8


---







Infrastructure Developments Corp.Notes tothe Consolidated Financial Statements

December 31, 2010

NOTE 2  SIGNIFICANT ACCOUNTING POLICIES (Continued)  i. Advertising  The Company expenses the cost of advertising as incurred. For the three and six months ended December 31, 2010, the Company had no advertising expenses totaled. Advertising expenses  are included in direct costs and general and administrative expense in the accompanying statements of income.  j. 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.  k. Income per Common Share  The computation of basic earnings per common share is based on the weighted average number of shares outstanding during each year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year, plus the common stock equivalents that would arise from the exercise of stock options and warrants outstanding, using the treasury stock method and the average market price per share during the year.  l. Impairment of Long-Lived Assets  The Company reviews long-lived assets such as property, equipment, investments and definite-lived intangibles for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  As required by Statement of Financial Accounting Standards No. 144, the Company uses an estimate of the future undiscounted net cash flows of the related asset or group of assets over their remaining economic useful lives in measuring whether the assets are recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value, less the estimated costs to sell.  In addition, depreciation of the asset ceases.  During the three and six months ended December 31, 2010, no impairment of long-lived assets was recorded.
 9


---







Infrastructure Developments Corp.Notes tothe Consolidated Financial Statements

December 31, 2010

NOTE 2  SIGNIFICANT ACCOUNTING POLICIES (Continued)  m.Concentration of Credit Risk and Significant Customers  Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of receivables and notes receivable. In the normal course of business, the Company provides credit terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses which, when realized, have been within the range of management's expectations.  The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.  NOTE 3  ESTIMATES  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.  NOTE 4  SHORT-TERM NOTES PAYABLE AND LINES OF CREDIT  The Company has from time to time short-term borrowings from various unrelated and related entities. These advances are non-interest bearing, unsecured and due upon demand. Due to the short-term nature of the notes the Company has not imputed an interest rate.  NOTE 5  REVERSE ACQUISITION  On April 14, 2010, the Company, Intelspec and those shareholders of Intelspec holding a majority of its outstanding shares closed a transaction pursuant to a Share Exchange Agreement, whereby the Company acquired up to 100% of the outstanding shares of Intelspecs common stock from the Intelspec shareholders in exchange for an aggregate of 14,000,000 shares of common stock. As a result of closing the transaction the former Intelspec shareholders held approximately 70% of the Companys issued and outstanding common stock on closing of the transaction.  NOTE 6  LITIGATION  The Company may become or is subject to investigations, claims or lawsuits ensuing out of the conduct of its business.  The Company is currently not aware of any such items, which it believes could have a material effect on its financial position.  NOTE 7  RELATED PARTY TRANSACTIONS  The Company had payable to related parties totaling $2,487,152 as of December 31, 2010. The payables were non-interest bearing, unsecured and were due upon demand.
  
 10


---







Infrastructure Developments Corp.Notes tothe Consolidated Financial Statements

December 31, 2010

NOTE 8  FAIR VALUE OF FINANCIAL INSTRUMENTS  The Companys financial instruments consist of cash, investments, receivables, payables, and notes payable. The carrying amount of cash, investments, receivables, and payables approximates fair value because of the short-term nature of these items.  The carrying amount of long-term notes payable approximates fair value as the individual borrowings bear interest at market interest rates.  NOTE 9  RECENT ACCOUNTING PRONOUNCEMENTS  In April 2010, new accounting guidance was issued for the milestone method of revenue recognition. Under the new guidance, an entity can recognize revenue from consideration that is contingent upon achievement of a milestone in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. This guidance is effective prospectively for milestones achieved in fiscal years, and interim period within those years, beginning on or after June 15, 2010. Early adoption is permitted, and if this update is adopted early in other than the first quarter of an entitys fiscal year, then it must be applied retrospectively to the beginning of that fiscal year. The Company is currently assessing the impact of the adoption on its consolidated financial statements. The Company does not expect the new guidance to significantly impact its Condensed Consolidated Financial Statements  NOTE 10 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 has determined that there were no such events that warrant disclosure or recognition in the financial statements except as follows:  ·On January 27, 2011, the Company issued a convertible promissory note for $75,000 to an unrelated party, with an interest rate of 8%, over a nine month term.
  11


---



Item 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  ThisManagements Discussion and Analysis of Financial Condition andResults of Operationsand other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitledForward-Looking Statements and Factors That May Affect Future Results and Financial Conditionbelow. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. All information presented herein is based on our quarterly period ended December 31, 2010. Our fiscal year end is June 30.  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  The Company is focusedon engineering and project management opportunities in Southeast Asia, the Middle East, and the African continent. We serve an underserved niche in the global project spectrum by targeting specialized projects and subcontracts that are too small to attract multinational firms but still require world class engineering expertise. Our business seeks out small to mid-size contracts and subcontracts in the $1 million to $10 million range.  The Company conducts business through its wholly-owned subsidiaries, Intelspec International, Inc. (Intelspec) a Nevada corporation, Intelspec LLC, a Delaware limited liability, and Intelspecs subsidiaries, Power Track Projects FZE (Power Track), a United Arab Emirates registered Free Zone Enterprise and Intelspec International LLC, a Thai registered foreign branch.  RESULTS OF OPERATION  For the three month period ended December 31, 2010:  (i)The Company began preliminary work on thedesign / build contract for the U.S. NavysLido Phase II Project in Indonesia that was awarded in September 2010; the project includes building a two storey barrack, dining facilities, a mess hall, a kitchen, roads, parking areas, and site utilities.  (ii)The Companysigned a memorandum of agreement with the owner of an oil sands concession in Indonesia; the agreement is structured as a profit sharing arrangement that provides us with an opportunity to manage the sale or lease of the 2,000 hectare project, as well as the right to overall management of the concession; we consulted with the owner and potential third party joint venture candidates for the project during November and December 2010.  (iii)The Companysigned a Joint Venture Agreement with Ritta Ltd., to pursue specific large-scale projects in Southeast Asia; Ritta Ltd. is a recognized leader in design/build construction as one of Thailands largest construction firms.  (iv)The Companypre-qualified for logistics and supply contract bidding for the U.S. militarys joint Cobra Gold exercise in Thailand though ultimately it did not bid on any contracts related to this exercise.
 12


---



(v)The Companyengaged a Business Development Director for the European and African regions.  (vi)The Company identified and began the bidding process for additional projects in Thailand, East Timor, Cambodia, and Africa.  Subsequent to the period end:  (i)The Company signed a memorandum of understanding with a local developer and an international consultant to manage the development of a 9,000 unit pre-fabricated housing program for the government of Angola; the Angolan government is in the early stages of a $50 billion program to build one million pre-fabricated and system-built affordable homes across the country; we expect to be involved in this program over the next several years, in cooperation with established local companies and international consultants.  (ii)The Company broke ground on the construction of the Lido Phase II project; the project will begin generating revenue for us in March 2011 and will be completed by July 2011; we also began discussions with the client to prepare for bids on subsequent phases of the Lido project on the same site.  (iii)The Company is in the process of evaluating potential joint venture partners and upcoming projects in the new Republic of South Sudan (expected to become an independent state by July 2011).  Net Losses/Income  Net loss for the three months ended December 31, 2010 was $292,062 as compared to a net income of $45,203 for the three months ended December 31, 2009. Net loss for the six months ended December 31, 2010 was $526,025 as compared to a net income of $37,742 for the six months ended December 31, 2009.The transition to net losses over the comparable periods can be primarily attributed to decreases in revenue.The Company is confident that it will realize net income in future periods from the successful procurement of project management contracts and the resumption of Power Tracks quarry operations. However, there can be no assurance that our expectations of future net income will be realized.  Net Revenues  Net revenues for the three months ended December 31, 2010 decreased to $0 from $842,369 for the three months ended December 31, 2009, a decrease of 100%. Net revenues for the six months ended December 31, 2010 decreased to $310,722 from $1,397,320 for the six months ended December 31, 2009, a decrease of 78%. The decrease in net revenues over the comparable periods can be attributed to a lack of equipment rentals in the current three month period due to Power Tracks suspension of quarry operations and to a decrease in project management contract revenues.  We believe that the suspension of quarry operations is temporary since the demand for materials produced from the quarry is expected to normalize in the near term. When the demand for quarry materials returns to normal quarry operations will be reactivated and revenue restored. The decrease in project management contract revenues is due to a gap in management contract operations after narrowly losing several bids. The Company remains in competition for several project management contracts and will realize project management contract revenue from the Lido Phase II project over the next three months. Project management contract revenues are expected to increase as a result of the Lido Phase II project and the anticipated successful award of additional contracts over the next twelve months.
 13


---



Gross Losses/Profit  Gross loss for the three months ended December 31, 2010, was $128,108 as compared to a gross profit of $252,648 for the three months ended December 31, 2009. Gross loss for the six months ended December 31, 2010, was $186,775 as compared to a gross profit of $407,354 for the six months ended December 31, 2009. The transition to losses in the current periods is due to the decreases in net revenues over comparative periods which are expected to rebound over the next twelve months.  Operating Expenses  Operating expenses for the three months endedDecember 31, 2010, decreased to $162,894 from $168,881 for the three months endedDecember 31, 2009, a decrease of 4%.Operating expenses for the six months endedDecember 31, 2010, increased to $339,081 from $331,340 for the six months endedDecember 31, 2009, an increase of 2%.The decrease in operating expenses over the comparable three month periods can be attributed todecreases in general and administrative expenses and depreciation and amortization expenses. The increase in operating expenses over the comparable six month periods can be attributed toan increase in salaries and wages over the comparative periods due to expansion into new project management markets. We expect operating expense to remain relatively consistent in the near term.  Depreciation and amortization expenses for the six month periods ended December 31, 2010 and 2009 were $199,948 and $140,166, respectively.  Other Expenses  Other expenses for the three months ended December 31, 2010 and 2009 were $1,060 and $38,564, respectively. Other expenses for the six months ended December 31, 2010 and 2009 were $169 and $38,271, respectively.  LIQUIDITY AND CAPITAL RESOURCES  The Companys 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 in operation.  As of December 31, 2010, the Company had a working capital deficit of $355,781. The Companys current assets were $2,778,294 consisting of cash, receivables, inventories (mainly Power Tracks processed limestone), prepaid expenses and other current assets, and total assets of $5,564,686 consisting of current assets as well as fixed assets including crushing and mobile earthmoving equipment, a mobile labor camp, trucks, generators, and compressors for use in Power Tracks mining operations. As of December 31, 2010, the Company had current and total liabilities of $3,134,040 consisting of notes payable, accounts payable and accrued expenses. Stockholders equity in the Company was $2,430,646 as of December 31, 2010.  Cash flows provided by operating activities for the six months ending December 31, 2010, were $16,929 compared to $925,320 for the six months ending December 31, 2009. The cash flow provided by operating activities in the current period is primarily due to adjustments from decreases in accounts receivable and inventories. The Company expects to continue to provide cash flow from operations.
 14


---



Cash flows used in investing activities for the six months ending December 31, 2010, were $0 as compared to $1,220,652 for the six months ending December 31, 2009. The amounts used in the prior period are attributable to the purchase of property and equipment related to Power Tracks operations. The Company expects to use cash flow in investing activities in future periods.  Cash flows provided by financing activities for the six months ending December 31 , 2010, were $0 as compared to $384,244 for the six months ending December 31 , 2009. The amounts provided in the prior period are attributable to the issuance of common stock for cash. The Company expects to realize cash flows provided by financing activities in future periods.  Our current assets are insufficient to meet our business objectives over the next twelve (12) months. We need a minimum of $3,000,000 in debt or equity financing to finance the expansion of our business and to reduce debt. However, we have no commitments or arrangements for the requisite financing, though our shareholders are the most likely source of loans or equity placements in the near term. Subsequent to the period covered by this report the Company issued a promissory note for $75,000 to an unrelated party at an interest rate of 8%, with a nine month term and an option to convert the outstanding balance into shares of the Companys common stock at a 40% discount to the market price at the time of conversion. Our inability to obtain additional financing would have a material adverse affect on our business operations.  We have no lines of credit or other bank financing arrangements in place.  We have no commitments for future capital expenditures that were material at the end of the period.  We have no defined benefit plan though we do have contractual commitmentwith our chief executive officer.  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 may continue to rely on debt or equity sales to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will offer any additional sales of our equity securities or arrange for debt or other financing to maintain operations.  Company Reporting Obligations  The Company does not anticipate any contingency upon which it would voluntarily cease filing reports with the Securities and Exchange Commission. It is in the compelling interest of the Company to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties.
 15


---





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 which does not bear interest so fluctuations in interest rates do not impact our result of operations at this time. However, we may need to increase our reliance 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 titledManagements Discussion and Analysis of Financial Condition and Results of Operations, with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward-looking statements made in this current report. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:  ·our financial performance; ·the sufficiency of existing capital resources; ·our ability to fund cash requirements for future operations; ·uncertainties related to the growth of our business and the acceptance of our services; ·our ability to achieve and maintain an adequate customer base to generate sufficient revenues to maintain and expand operations; ·the volatility of the stock market; and ·general economic conditions.  We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitledRisk Factorsincluded 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. RECENT ACCOUNTING PRONOUNCEMENTS  Please see Note 9 to our consolidated financial statements for recent accounting pronouncements.







STOCK-BASED COMPENSATION  We have adopted Accounting Standards Codification Topic (ASC) 718, formerly SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.  ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not required.  ITEM 4. CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Companys management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.  Based on that evaluation, the Companys management concluded, as of the end of the period covered by this report, that the Companys disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commissions rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.  Changes in Internal Control over Financial Reporting  There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended December 31, 2010, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.  PART II OTHER INFORMATION  ITEM 1.          LEGAL PROCEEDINGS  None. 17


---



ITEM 1A.       RISK FACTORS The Companys 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  Our scope of our business is currently limited to small and mid-sized private and government contracts.  The Company is a global engineering and project management service provider; however a substantial economic slowdown in these markets has led the Company to focus primarily on US government contracts and subcontracts.  If we cannot continue to attain new government contracts and/or new subcontracts from some larger engineering contractors, our business could be adversely affected. Furthermore, if the demand engineering and project management continues to slowdown within our market, the Company could be adversely affected.  From time to time we may be required to suspend services to commercial and private customers to meet the priority demands of governmental military contractors, which may adversely impact our marketing to commercial and private customers.  The priority needs of governmental military contractors may require that we suspend services to some or all of our contracts from the commercial and private sector.  The size and level of priority of services from governmental agencies are irregular and unpredictable, and from time to time in the past, we have had to delay fulfilling contracts from our commercial and private customers until priority governmental contracts have been fulfilled. This may damage our reputation among the commercial and private sector and potential future contracts and, in turn, adversely impact our marketing to such customers and potential customers in the commercial sector.  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 engineering 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.          
 18


---



Our activities are affected by the level of US defense spending, and a reduction in current defense budget expenditures or changing governmental priorities could significantly reduce sales under governmental contracts.  Our revenues from the US government largely result from contracts awarded by military purchasers under various defense programs. The funding of defense programs is subject to the overall US governmental budget and appropriation decisions and processes, and our programs must compete for funding with non-defense programs and other defense programs in which we are not involved. US governmental budget decisions, including defense spending, are based on changing governmental priorities and objectives, which are driven by numerous factors, including national and international geopolitical events and economic conditions, and are beyond our control.  In recent years, the overall level of US defense spending has increased for numerous reasons, including increases in funding of operations in Iraq and Afghanistan and the US Department of Defenses military transformation initiatives. We cannot assure that US defense spending will continue to grow, particularly in view of the recent changes in the controlling political party in Congress. Significant changes to US defense spending could have long-term consequences for the market of our services. In addition, as a result of changing governmental priorities and requirements, defense spending could shift away from the current importance of military force and facility construction into new areas, and the timing of funding of force and facility construction could change.  Shifts or reductions in defense spending or changes in timing could result in the reduction or elimination of, or the delay in, funding of one or more of our defense programs, which could negatively impact our results of operations and financial condition.  A large scope of our business is governed by US governmental contracts, which are subject to continued appropriations by Congress and termination.  We supply engineering and project management either directly or as a subcontractor for various US governmental civilian and military programs, all of which are generally subject to congressional appropriations.  Congress generally appropriates funds on a fiscal year basis even though a program may extend for several years.  Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations.  US governmental contracts and subcontracts under a program are subject to termination or adjustment if appropriations for such program are not available or change.  In addition, US governmental contracts generally contain provisions permitting partial or total termination, without prior notice, at the US governments convenience as well as termination for default based on performance.  Upon termination for convenience, we generally will be entitled to compensation only for services rendered and commitments completed at the time of termination.  A termination arising out of our default could expose us to liability and have a negative impact on our ability to obtain future contracts and orders.  Our financial performance is highly dependent on our procurement, performance, and payment under our US governmental contracts.  The termination of one or more large contracts, whether due to lack of funding, for convenience, or otherwise, could materially adversely affect our business.  In such an event, our losses would likely increase as we would continue to incur operating costs as we sought to procure new US government contracts to offset the revenues lost as a result of any termination of our contracts.  Among the factors that could materially adversely affect our federal governmental contracting business are:  ·budgetary constraints affecting federal government spending generally, or defense and intelligence spending in particular, and annual changes in fiscal policies or available funding; ·changes in federal governmental programs, priorities, procurement policies, or requirements; ·new legislation, regulations, or governmental union pressures on the nature and amount of services the government may obtain from private contractors; 19


---



·federal governmental shutdowns (such as during the governments 1996 fiscal year) and other potential delays in the governmental appropriations process; and ·delays in the payment of our invoices by governmental payment offices due to problems with, or upgrades to, governmental information systems, or for other reasons.  These or other factors could cause federal governmental agencies, or prime contractors when we are acting as a subcontractor, to reduce their purchases under contracts, to exercise their right to terminate contracts, or to not exercise options to renew contracts, any of which could reduce sales, including our sales backlog, while costs continued as are sought to develop sales have a materially adverse effect on our business, financial condition, and results of operations.  We enter into fixed-price contracts that could subject us to losses in the event that we have cost overruns.  Many of our contracts are entered into on a fixed-price basis.  This allows us to benefit from cost savings, but we carry the financial risk of cost overruns. If our initial estimates on project completion are incorrect, we can lose money on these contracts.  In addition, some of our contracts have provisions relating to cost controls and audit rights, and if we fail to meet the terms specified in those contracts, then we may not realize their full benefits.  Lower earnings caused by cost overruns and cost controls would reduce or eliminate the gross margins under our contracts.  We could be suspended or barred from contracting with the federal government.  We could be suspended or barred from contracting with the federal government generally or any significant agency in the intelligence community or Department of Defense for, among other things, actions or omissions that are deemed by the government to be so serious or compelling that they affect our contractual responsibilities.  For example, we could be debarred for committing a fraud or criminal offense in connection with obtaining, attempting to obtain, or performing a contract or for embezzlement, fraud, forgery, falsification, or other causes identified in applicable federal acquisition regulations. In addition, our reputation or relationship with the governmental agencies could be impaired. If we were suspended or debarred, or if our relationship or reputation were impaired, our sales opportunities and revenues would be reduced and our operating loss would increase.  International and political events may adversely affect our operations.  Our revenue is derived entirely from non-United States operations, which exposes us to risks inherent in doing business in each of the countries in which we transact business. The occurrence of any of the risks described below could have a material adverse effect on our results of operations and financial condition.  Operations in countries other than the United States are subject to various risks peculiar to each country. With respect to any particular country, these risks may include:  ·expropriation and nationalization of our assets in that country; ·political and economic instability; ·civil unrest, acts of terrorism, force majeure, war, or other armed conflict; ·natural disasters, including those related to earthquakes and flooding; ·inflation; ·currency fluctuations, devaluations, and conversion restrictions; ·confiscatory taxation or other adverse tax policies; 20


---



·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.  Due to the unsettled political conditions in many oil-producing countries and countries in which we provide governmental logistical support, our revenue and profits are subject to the adverse consequences of war, the effects of terrorism, civil unrest, strikes, currency controls, and governmental actions.  We work in international locations where there are high security risks, which could result in harm to our employees and contractors or substantial costs.  Some of our services are performed in high-risk locations where the country or location is suffering from political, social or economic issues, or war or civil unrest. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel. Despite these precautions, the safety of our personnel in these locations may continue to be at risk, and we have in the past and may in the future suffer the loss of employees and contractors.  We are subject to significant foreign exchange and currency risks that could adversely affect our operations and our ability to reinvest earnings from operations, and our ability to limit our foreign exchange risk through hedging transactions may be limited.  A sizable portion of our consolidated revenue and consolidated operating expenses are in foreign currencies. As a result, we are subject to significant risks, including:  ·foreign exchange risks resulting from changes in foreign exchange rates and the implementation of exchange controls; and ·limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.  In particular, we conduct business in countries that have non-traded or soft currencies which, because of their restricted or limited trading markets, may be difficult to exchange for hard currencies. The national governments in some of these countries are often able to establish the exchange rates for the local currency. As a result, it may not be possible for us to engage in hedging transactions to mitigate the risks associated with fluctuations of the particular currency. We are often required to pay all or a portion of our costs associated with a project in the local soft currency. As a result, we generally attempt to negotiate contract terms with our customer, who is often affiliated with the local government, to provide that we are paid in the local currency in amounts that match our local expenses. If we are unable to match our costs with matching revenue in the local currency, we would be exposed to the risk of an adverse change in currency exchange rates.  RISKS RELATING TO THE COMMON STOCK  The Companys stock price may be volatile.  The market price of the Companys common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Companys control, including the following:  21


---



·services by the Company or its competitors; ·additions or departures of key personnel; ·the Companys 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 the Companys 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 the Companys common stock.  FINRA sales practice requirements may limit a stockholders ability to buy and sell our stock.  The Financial Industry Regulatory Authority (FINRA) has adopted rules that relate to the application of the Commissions penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholders ability to resell shares 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 substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.  Our internal controls over financial reporting may not be considered effective in the future, which 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. If we are unable to continue to assert that our internal controls are effective, our shareholders could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline. 22


---



The Companys common stock is currently deemed to be penny stock, which makes it more difficult for investors to sell their shares.  The Companys 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 the Companys securities. If the Companys securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Companys securities.  The elimination of monetary liability against the Companys directors, officers and employees under Nevada law and the existence of indemnification rights to the Companys directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Companys directors, officers and employees.  The Companys certificate of incorporation contains a specific provision that eliminates the liability of directors for monetary damages to the Company and the Companys stockholders; further, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Companys stockholders against the Companys directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.  ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS On January 27, 2011, the Company issued a promissory note in the amount of $75,000 to Asher Enterprises, Inc., an unrelated party, at an interest rate of 8%, with a nine month term, and an option to convert the outstanding balance into shares of the Companys common stock at a 40% discount off the market price at the time of conversion, pursuant to the exemptions from registration provided by Section 4 (2) and Regulation D of the Securities Act.  ITEM 3.          DEFAULTS ON SENIOR SECURITIES  None. ITEM 4.          (REMOVED AND RESERVED)  Removed and reserved  23
 23


---



ITEM 5.          OTHER INFORMATION None.  ITEM 6.          EXHIBITS  Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 26 of this Form 10-Q, and are incorporated herein by this reference. 24


---



SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Infrastructure Developments Corp.                               Date   /s/ Thomas MorganFebruary 21, 2011 By: Thomas Morgan Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director        25


---



INDEX TO EXHIBITS  Number          Description 3.1(a)*           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(b)*           Certificate of Amendment to the Articles of Incorporation filed with the Nevada Secretary of State on April 23, 2007. Incorporated by reference to the Companys Registration Statement on Form SB-1 filed with the Commission on May 11, 2007. 3.1(c)*The Certificate of Amendment to the Companys Articles of Incorporation was filed with the Secretary of State of the Nevada on March 1, 2010.Incorporated by reference to the Companys Definitive Information Statement on Schedule 14C as filed with the Commission on February 2, 2010. 3.1(d)*The Certificate of Amendment to the Companys Articles of Incorporation was filed with the Secretary of State of the Nevada on April 9, 2010.Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 14, 2010. 3.2*                Bylaws. Incorporated by reference to the Companys Registration Statement on Form SB-1 filed with the Commission on May 11, 2007. 10.1*              Asset Purchase Agreement, dated July 1, 2008, between 1st Home Buy & Sell, Ltd. and DK Group N.A. N.V. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on July 3, 2008. 10.2*              Securities Purchase Agreement, dated July 1, 2008, between Intelspec, Intelspec LLC and Tom Morgan. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 26, 2010. 10.3*              Employment Agreement, dated August 1, 2008, between Intelspec and Tom Morgan. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 26, 2010. 10.4*              Share Exchange Agreement, dated September 2, 2008, between Intelspec and Power Track Projects, FZE. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 26, 2010. 10.5*              Split-Off Agreement, dated September 5, 2008, between 1st Home Buy & Sell, Ltd. and Pacific Coast Development Corp. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on September 9, 2008. 10.6*                                                                                                             Share Exchange Agreement dated April 1, 2010, between the Company and Intelspec. Incorporated by reference to the Companys current Report on Form 8-K as filed with the Commission on April 8, 2010. 21*                 Subsidiaries. Incorporated by reference to the Companys 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).  *      Incorporated by reference to previous filings of the Company.   26


---