UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2014

INFRASTRUCTURE DEVELOPMENTS CORP.

(Exact name of registrant as specified in its charter)

Nevada			000-52936		27-1034540
(State or other jurisdiction			(Commission		(IRS Employer
of Incorporation)			File Number)		Identification No.)

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

(Address of principal executive offices)  (Zip Code)

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

n/a

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

£   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

£   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

£   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01

ENTRY INTO A MATERIAL AGREEMENT

On April 1, 2014, Infrastructure Developments Corporation (the “Company”) entered into an acquisition agreement (the "Agreement" attached hereto as Exhibit 10) with Sagar Joseph ("Joseph") to acquire all the rights of ownership of Orbis Real Estate LLC ("Orbis") from Joseph in exchange for one hundred and sixty million (160,000,000) shares of the Company's common stock, par value $0.001 per share.

The Agreement was approved by the board of directors of the Company on April 1, 2014.

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 25, 2014, the Company closed the Agreement with Joseph and acquired Orbis as a wholly owned subsidiary.

Orbis is fully licensed by Dubai’s Real Estate Regulatory Authority, and operates out of a centrally located office in the TECOM complex adjacent to Dubai Media City and Dubai Internet City. Orbis currently has a staff of seven multilingual brokers.

The financial statements of Orbis and requisite pro forma financial information will be filed hereto as an amendment to this report on Form 8-K within the timeline permitted under Regulation S-X.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

On June 25, 2014, the Company authorized the issuance of 160,000,000 restricted shares of common stock to Joseph in connection with the Agreement pursuant to the exemptions from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

No commission was paid in connection with the offering.

Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.

The Company complied with the requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares only to an offeree who was outside the United States at the time of the offering, and ensuring that the offeree to who the common shares were offered was a non-U.S. offeree with an address in a foreign country.

The Company complied with the requirements of Section 4(2) based on the following factors: (i) the issuance was an isolated private transaction by the Company which did not involve a public offering; (ii) the offeree committed to hold the securities for investment purposes; (iii) there were no subsequent or contemporaneous public offerings of the securities; (iv) the securities were not broken down into smaller denominations; and (v) the negotiations for the issuance of the securities took place directly between the offeree and the Company.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial statements of businesses acquired

The financial statements of Orbis will be filed hereto as an amendment to this report on Form 8-K within the timeline permitted under Regulation S-X.

(b)

Pro forma financial information

The pro forma financial information required in connection with the acquisition of Orbis will be filed hereto as an amendment to this report on Form 8-K within the timeline permitted under Regulation S-X.

(d)

Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.

Exhibit No.

Page No.

Description

10

Attached

Acquisition Agreement dated April 1, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Date: July 3, 2014

Infrastructure Developments Corp.

 

  

Name: Eric Montandon

Title: Chief Executive Officer and Director

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Exhibit 10

ACQUISITION AGREEMENT

APRIL 1, 2014

PARTIES:

INFRASTRUCTURE DEVELOPMENTS CORP., INC. (“IDVC”) WITH OFFICE AT 299 S. MAIN STREET, 13^TH FLOOR, SALT LAKE CITY, UTAH.

And

SAGAR JOSEPH, (“SJ”) MANAGER OF ORBIS REAL ESTATE LLC, (“ORBIS”) A DUBAI LLC COMPANY WITH OFFICE AT AL SHAFAR TOWER 1, No 803, TECOM, PO BOX 213814, DUBAI, U.A.E.

Whereas:

SJ is the Manager and Business Owner of Orbis by virtue of a management contract with local U.A.E. sponsor Mr. AHMED ABDULAZIZ OBAID SHAMSAN AL SUWAIDI, giving SJ the power and authority to operate and assign/transfer the business of Orbis.  (See Exhibit A attached).

IDVC wishes to acquire all rights of ownership of Orbis from SJ in return for common stock of IDVC, and a commitment for working capital to Orbis.  SJ agrees to transfer all his rights under certain terms.

Therefore:

Now, therefore, in consideration of the premises, the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Consideration:

IDVC acquire beneficial ownership rights and have full director powers of Orbis, in return for issuance of 160,000,000 (one-hundred-sixty-million) common shares of IDVC stock (par value $0.001 per share) from its treasury, in the name of Sagar Joseph.

IDVC will also commit to working capital injection into Orbis, if required, of $10,000 per month from April 1, 2014 to July 31, 2014.

Employment Terms:

During the period of time from April 1, 2104 to March 31, 2016, SJ will be retained as manager and will receive salary and other compensation as per his employment agreement signed by both parties in a separate document.

Closing date:

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Exhibit 10

June 15, 2014 or at such date when the authorized share capital of IDVC is increased to a sufficient amount whereby the 160,000,000 shares can be issued from treasury, whichever date comes first.

Conditions of closing:

Orbis must generate audited revenue from commissions and brokerage amounting to a minimum of $20,000 per month in April to June 15, 2014.

As at closing, Orbis must have no employment contract with any staff member that lasts longer than 12 months from June 1, 2014, or that obligate Orbis to pay more than the minimum gratuity due to a staff member under Dubai law.

Orbis must prove that it is in compliance and current with the Wages Protection System implemented by the government of Dubai.

Orbis must submit its financial statements, in compliance with U.S. GAAP standards, to a U.S. PCOAB certified auditor from inception through March 31, 2104 prior to closing.

IDVC must make available its audited financial statements to Orbis for the full year periods for 2012 and 2013, and the three months to March 31, 2014.

Representations:

Both parties represent that they have the legal authority to enter into this agreement and all regulatory requirements and government approvals, if applicable, will be met at closing date. The representations and warranties of shall be in all material respects true and accurate as of the date when made, and, except as to representations and warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall be in all material respects true and accurate at and as of the Closing.

Orbis and IDVC have performed and complied in all material respects with each and every covenant, agreement and condition required by the Agreement to be performed or complied with by it prior to or as of the Closing.

No order of any court or administrative agency shall be in effect which restrains or prohibits any transaction contemplated hereby; and no suit, action, other than the exercise of dissenters' rights, investigation, inquiry or proceeding by any governmental body or other person or entity shall be pending or threatened against Orbis which challenges the validity or legality, or seeks to restrain the consummation, of the transaction contemplated.

There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Orbis is a party or to its knowledge by which it is bound which may involve (i) the license of any proprietary right to or from Orbis, (ii) provisions restricting or affecting the business of Orbis, or (iii) indemnification by Orbis with respect to the infringement of proprietary rights.

Orbis has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any its capital shares, (ii) incurred any indebtedness for money borrowed or any other liabilities except than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business as disclosed in the Financials, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise

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Exhibit 10

disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

Orbis holds all of the rights, permits, licenses, and approvals to provide services pursuant to its business. Orbis is not dependent on one or a few customers in the operation of its business.

Jurisdiction:

Any dispute will be settled in the State Courts of Utah, U.S.A.

Agreed:

/s/ Eric Montandon

/s/ Saga Joseph

Eric Montandon

Sagar Joseph

CEO – IDVC

Manager – Orbis Real Estate

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