UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM 10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For
the quarterly period ended March 31, 2010





 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission
File Number: 000-52641





INFRASTRUCTURE MATERIALS CORP.


(Exact
name of registrant as specified in its charter)





Delaware
              
              98-0492752(State
      of incorporation)
              
              (I.R.S.
      Employer Identification No.)




1135
Terminal Way, Suite 207B


Reno,
NV  89502  USA


(Address
of Principal Executive Offices) (Zip Code)





775-322-4448


(Registrant’s
telephone number, including area code)




With a
copy to:


Jonathan
H. Gardner


Kavinoky
Cook LLP


726
Exchange St., Suite 800


Buffalo,
NY 14210





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes þ No o





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). Yes þNo o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer o
                                                      
                                                      Accelerated
      filer o
                                                      
                                                      Non-accelerated
      filer   o
                                                        (Do
      not check if a smaller reporting company)
                                                      
                                                      Smaller
      reporting company þ




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ





The
number of shares of registrant’s common stock outstanding as of March 31, 2010
was 61,220,277.





INFRASTRUCTURE
MATERIALS CORP.





FORM
10-Q


FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2010


TABLE
OF CONTENTS





PAGEPART
      1 – FINANCIAL INFORMATIONItem
      1.
                      Financial
      Statements (Unaudited)
                      
                      3Item
      2.
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      
                      27Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      
                      37Item
      4T.
                      Controls
      and Procedures
                      
                      37PART
      II – OTHER INFORMATIONItem
      1.
                      Legal
      Proceedings
                      
                      39Item
      1A.
                      Risk
      Factors
                      
                      39Item
      2.
                      Unregistered
      Sale of Equity Securities and Use of Proceeds
                      
                      42Item
      3.
                      Defaults
      Upon Senior Securities
                      
                      42Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      
                      42Item
      5.
                      Other
      Information
                      
                      42Item
      6.
                      Exhibits
      and Reports on Form 8-K
                      
                      43SIGNATURES
                      
                      43




- 2
-


PART
1 – FINANCIAL INFORMATION





ITEM
1            Financial
Statements





INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




March 31,
2010




(Amounts
expressed in US Dollars)




(Unaudited-Prepared
by Management)





CONTENTS





Interim
      Consolidated Balance Sheets as of March 31, 2010 (unaudited) and June 30,
      2009 (audited)
                            4Interim
      Consolidated Statements of Operations for the nine months and three months
      endedMarch
      31, 2010 and March 31, 2009, and for the period from inception
      toMarch
      31, 2010
                            5Interim Consolidated Statements of Changes in Stockholders' Equity for the nine months endedMarch
      31, 2010 and for the period from inception to March 31,
    2010
                            6Interim
      Consolidated Statements of Cash Flows for the nine months ended March 31,
      2010and
      March 31, 2009, and for the period from inception to March 31,
      2010
                            7Condensed
      Notes to Interim Consolidated Financial Statements
                            8 -
      26


- 3
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


March 31,
2010 and June 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





March 31,
                    
                    
                    June 30,2010
                    
                    
                    2009$
                    
                    
                    $(unaudited)
                    
                    
                    (audited)ASSETSCurrentCash
      and cash equivalents
                    
                    
                    103,130
                    
                    
                    
                    420,266Short
      term investments
                    
                    
                    985,848
                    
                    
                    
                    3,116,803Prepaid
      expenses and other receivables
                    
                    
                    179,004
                    
                    
                    
                    205,482Total
      Current Assets
                    
                    
                    1,267,982
                    
                    
                    
                    3,742,551Plant and Equipment, net
      (Note 4)
                    
                    
                    1,015,883
                    
                    
                    
                    1,141,920Mineral Property Interests(Note 5)
                    
                    
                    514,525
                    
                    
                    
                    -Total
      Assets
                    
                    
                    2,798,390
                    
                    
                    
                    4,884,471LIABILITIESCurrentAccounts
      payable
                    
                    
                    164,480
                    
                    
                    
                    187,000Accrued
      liabilities
                    
                    
                    80,652
                    
                    
                    
                    83,901Total
      Current Liabilities
                    
                    
                    245,132
                    
                    
                    
                    270,901Total
      Liabilities
                    
                    
                    245,132
                    
                    
                    
                    270,901Commitments and
      Contingencies (Note 9)Related Party
      Transactions (Note 10)STOCKHOLDERS'
      EQUITYCapital
      Stock (Note 6)Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 61,220,277
      issued and outstanding (June 30, 2009 – 60,198,500)
                    
                    
                    6,122
                    
                    
                    
                    6,020Additional
      Paid‐in
      Capital
                    
                    
                    17,690,220
                    
                    
                    
                    17,224,699Deferred Stock
      Compensation (Note 8)
                    
                    
                    -
                    
                    
                    
                    (187,500
                    )Deficit
      Accumulated During the Exploration Stage
                    
                    
                    (15,143,084
                    )
                    
                    
                    (12,429,649
                    )Total
      Stockholders' Equity
                    
                    
                    2,553,258
                    
                    
                    
                    4,613,570Total
      Liabilities and Stockholders' Equity
                    
                    
                    2,798,390
                    
                    
                    
                    4,884,471




See
Condensed notes to the Interim Financial Statements


- 4
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Operations


For the
nine months and three months ended March 31, 2010 and March 31, 2009 and the
Period from Inception (June 3, 1999) to March 31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





For the
                          
                          
                          For the
                          
                          
                          For the
                          
                          
                          For thenine months
                          
                          
                          nine months
                          
                          
                          three months
                          
                          
                          three monthsCumulative
                          
                          
                          ended
                          
                          
                          ended
                          
                          
                          ended
                          
                          
                          endedsince
                          
                          
                          March 31,
                          
                          
                          March 31,
                          
                          
                          March 31,
                          
                          
                          March 31,inception
                          
                          
                          2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009$
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $Operating
      ExpensesGeneral
      and administration
                          
                          
                          6,728,041
                          
                          
                          
                          1,126,695
                          
                          
                          
                          2,546,640
                          
                          
                          
                          248,385
                          
                          
                          
                          695,496Project
      expenses
                          
                          
                          8,101,857
                          
                          
                          
                          1,720,138
                          
                          
                          
                          1,513,963
                          
                          
                          
                          373,285
                          
                          
                          
                          316,785Amortization
                          
                          
                          844,243
                          
                          
                          
                          132,850
                          
                          
                          
                          160,109
                          
                          
                          
                          42,482
                          
                          
                          
                          53,776Total
      Operating Expenses
                          
                          
                          15,674,141
                          
                          
                          
                          2,979,683
                          
                          
                          
                          4,220,712
                          
                          
                          
                          664,152
                          
                          
                          
                          1,066,057Loss
      from Operations
                          
                          
                          (15,674,141
                          )
                          
                          
                          (2,979,683
                          )
                          
                          
                          (4,220,712
                          )
                          
                          
                          (664,152
                          )
                          
                          
                          (1,066,057
                          )Other
      income-interest
                          
                          
                          382,865
                          
                          
                          
                          27,603
                          
                          
                          
                          37,136
                          
                          
                          
                          1,952
                          
                          
                          
                          10,824Other
      income-gain on bargain purchase (Note 5)
                          
                          
                          238,645
                          
                          
                          
                          238,645
                          
                          
                          
                          -
                          
                          
                          
                          238,645
                          
                          
                          
                          -Interest  Expense
                          
                          
                          (90,453
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Loss
      before Income Taxes
                          
                          
                          (15,143,084
                          )
                          
                          
                          (2,713,435
                          )
                          
                          
                          (4,183,576
                          )
                          
                          
                          (423,555
                          )
                          
                          
                          (1,055,233
                          )Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      Loss
                          
                          
                          (15,143,084
                          )
                          
                          
                          (2,713,435
                          )
                          
                          
                          (4,183,576
                          )
                          
                          
                          (423,555
                          )
                          
                          
                          (1,055,233
                          )Loss
      per Weighted Average Numberof
      Shares Outstanding-Basic
      and Fully Diluted
                          
                          
                          
                          
                          
                          
                          (0.04
                          )
                          
                          
                          (0.08
                          )
                          
                          
                          (0.01
                          )
                          
                          
                          (0.02
                          )Basic
      Weighted Average Numberof
      Shares Outstanding During the Periods-Basic
      and Fully Diluted
                          
                          
                          
                          
                          
                          
                          60,388,685
                          
                          
                          
                          51,626,455
                          
                          
                          
                          60,777,507
                          
                          
                          
                          55,510,585





See
Condensed notes to the Interim Financial Statements


- 5
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Financial Statements of Changes in Stockholders’
Equity


From
Inception (June 3, 1999) to March 31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





DeficitAccumulatedCommonStock
                                                                                
                                                                                
                                                                                Additional
                                                                                
                                                                                
                                                                                Deferred
                                                                                
                                                                                
                                                                                during the
                                                                                
                                                                                
                                                                                TotalNumber
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                Paid-in
                                                                                
                                                                                
                                                                                Stock
                                                                                
                                                                                
                                                                                Exploration
                                                                                
                                                                                
                                                                                Stockholders'of Shares
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                Capital
                                                                                
                                                                                
                                                                                Compensation
                                                                                
                                                                                
                                                                                Stage
                                                                                
                                                                                
                                                                                Equity$
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $For
      the period from inception (June 3, 1999)through
      July 1, 2004
                                                                                
                                                                                
                                                                                1
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                5,895
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (5,895
                                                                                )
                                                                                
                                                                                
                                                                                -Net
      (loss)
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                910
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (910
                                                                                )
                                                                                
                                                                                
                                                                                -Balance,
      June 30, 2005 (audited)
                                                                                
                                                                                
                                                                                1
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                6,805
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (6,805
                                                                                )
                                                                                
                                                                                
                                                                                -Contribution
      to additional paid‐in
      capital
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                3,024
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                3,024Cancelled
      shares
                                                                                
                                                                                
                                                                                (1
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (1
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1
                                                                                )Common
      shares issued for nil consideration
                                                                                
                                                                                
                                                                                14,360,000
                                                                                
                                                                                
                                                                                
                                                                                1,436
                                                                                
                                                                                
                                                                                
                                                                                (1,436
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -Common
      shares issued for cash
                                                                                
                                                                                
                                                                                2,050,000
                                                                                
                                                                                
                                                                                
                                                                                205
                                                                                
                                                                                
                                                                                
                                                                                414,795
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                415,000Subscription
      for stock
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                300,000
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                300,000Stock
      issuance cost
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (24,500
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (24,500
                                                                                )Net
      loss
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (87,574
                                                                                )
                                                                                
                                                                                
                                                                                (87,574
                                                                                )Balance,
      June 30, 2006 (audited)
                                                                                
                                                                                
                                                                                16,410,000
                                                                                
                                                                                
                                                                                
                                                                                1,641
                                                                                
                                                                                
                                                                                
                                                                                698,687
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (94,379
                                                                                )
                                                                                
                                                                                
                                                                                605,949Common
      shares issued for cash
                                                                                
                                                                                
                                                                                3,395,739
                                                                                
                                                                                
                                                                                
                                                                                340
                                                                                
                                                                                
                                                                                
                                                                                548,595
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                548,935Common
      shares issued to agents in lieuof
      commission for placement of commonshares
      and convertible debentures
                                                                                
                                                                                
                                                                                1,064,000
                                                                                
                                                                                
                                                                                
                                                                                106
                                                                                
                                                                                
                                                                                
                                                                                265,894
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                266,000Common
      shares issued for acquisitionof
      interests in mineral claims
                                                                                
                                                                                
                                                                                3,540,600
                                                                                
                                                                                
                                                                                
                                                                                354
                                                                                
                                                                                
                                                                                
                                                                                884,796
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                885,150Common
      shares issued for acquisitionof
      interests in mineral claims
                                                                                
                                                                                
                                                                                1,850,000
                                                                                
                                                                                
                                                                                
                                                                                185
                                                                                
                                                                                
                                                                                
                                                                                462,315
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                462,500Common
      shares issued for acquisitioninterests
      in a refinery
                                                                                
                                                                                
                                                                                88,500
                                                                                
                                                                                
                                                                                
                                                                                9
                                                                                
                                                                                
                                                                                
                                                                                22,116
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                22,125Common
      shares issued for purchase ofa
      mill with capital equipments
                                                                                
                                                                                
                                                                                6,975,000
                                                                                
                                                                                
                                                                                
                                                                                697
                                                                                
                                                                                
                                                                                
                                                                                1,743,053
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                1,743,750Stock
      issuance cost
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (59,426
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (59,426
                                                                                )Stock
      based compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                30,026
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                30,026Net
      loss for the year ended June 30, 2007
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (2,845,424
                                                                                )
                                                                                
                                                                                
                                                                                (2,845,424
                                                                                )Balance,
      June 30, 2007 (audited)
                                                                                
                                                                                
                                                                                33,323,839
                                                                                
                                                                                
                                                                                
                                                                                3,332
                                                                                
                                                                                
                                                                                
                                                                                4,596,056
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (2,939,803
                                                                                )
                                                                                
                                                                                
                                                                                1,659,585Common
      stock issued to consultants
                                                                                
                                                                                
                                                                                3,000,000
                                                                                
                                                                                
                                                                                
                                                                                300
                                                                                
                                                                                
                                                                                
                                                                                2,249,700
                                                                                
                                                                                
                                                                                
                                                                                (1,875,000
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                375,000Stock
      based compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                139,272
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                139,272Conversion
      of convertible debentures withaccrued
      interest
                                                                                
                                                                                
                                                                                7,186,730
                                                                                
                                                                                
                                                                                
                                                                                719
                                                                                
                                                                                
                                                                                
                                                                                3,590,801
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                3,591,520Common
      shares issued for acquisitionof
      interests in mineral claims
                                                                                
                                                                                
                                                                                175,000
                                                                                
                                                                                
                                                                                
                                                                                18
                                                                                
                                                                                
                                                                                
                                                                                104,982
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                105,000Common
      stock issued to a consultant
                                                                                
                                                                                
                                                                                100,000
                                                                                
                                                                                
                                                                                
                                                                                10
                                                                                
                                                                                
                                                                                
                                                                                57,990
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                58,000Amortization
      of deferred stockcompensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                562,500
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                562,500Net
      loss for the year
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (3,791,042
                                                                                )
                                                                                
                                                                                
                                                                                (3,791,042
                                                                                )Balance
      June 30, 2008 (audited)
                                                                                
                                                                                
                                                                                43,785,569
                                                                                
                                                                                
                                                                                
                                                                                4,379
                                                                                
                                                                                
                                                                                
                                                                                10,738,801
                                                                                
                                                                                
                                                                                
                                                                                (1,312,500
                                                                                )
                                                                                
                                                                                
                                                                                (6,730,845
                                                                                )
                                                                                
                                                                                
                                                                                2,699,835Common
      shares issued for cash (net)
                                                                                
                                                                                
                                                                                7,040,000
                                                                                
                                                                                
                                                                                
                                                                                704
                                                                                
                                                                                
                                                                                
                                                                                3,372,296
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                3,373,000Common
      stock issued to a consultant
                                                                                
                                                                                
                                                                                75,000
                                                                                
                                                                                
                                                                                
                                                                                7
                                                                                
                                                                                
                                                                                
                                                                                43,493
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                43,500Common
      stock issued on acquisition of asubsidiary
                                                                                
                                                                                
                                                                                397,024
                                                                                
                                                                                
                                                                                
                                                                                40
                                                                                
                                                                                
                                                                                
                                                                                31,722
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                31,762Common
      shares issued on warrantexercises
                                                                                
                                                                                
                                                                                8,900,907
                                                                                
                                                                                
                                                                                
                                                                                890
                                                                                
                                                                                
                                                                                
                                                                                2,224,337
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                2,225,227Stock
      based compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                814,050
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                814,050Amortization
      of deferred stockcompensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,125,000
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,125,000Net
      loss for the year
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (5,698,804
                                                                                )
                                                                                
                                                                                
                                                                                (5,698,804
                                                                                )Balance
      June 30, 2009 (audited)
                                                                                
                                                                                
                                                                                60,198,500
                                                                                
                                                                                
                                                                                
                                                                                6,020
                                                                                
                                                                                
                                                                                
                                                                                17,224,699
                                                                                
                                                                                
                                                                                
                                                                                (187,500
                                                                                )
                                                                                
                                                                                
                                                                                (12,429,649
                                                                                )
                                                                                
                                                                                
                                                                                4,613,570Common
      stock issued on acquisition of asubsidiary
                                                                                
                                                                                
                                                                                1,021,777
                                                                                
                                                                                
                                                                                
                                                                                102
                                                                                
                                                                                
                                                                                
                                                                                275,778
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                275,880Stock
      based compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                189,743
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                189,743Amortization
      of deferred stockcompensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                187,500
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                187,500Net
      loss for the nine month period
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (2,713,435
                                                                                )
                                                                                
                                                                                
                                                                                (2,713,435
                                                                                )Balance
      March 31, 2010 (unaudited)
                                                                                
                                                                                
                                                                                61,220,277
                                                                                
                                                                                
                                                                                
                                                                                6,122
                                                                                
                                                                                
                                                                                
                                                                                17,690,220
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (15,143,084
                                                                                )
                                                                                
                                                                                
                                                                                2,553,258




See
Condensed notes to the Interim Financial Statements


- 6
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Cash Flows


For the
nine months ended March 31, 2010 and March 31, 2009


and for
the period from Inception (June 3, 1999) to March 31, 2010.


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





For the nine
                
                
                For the nineCumulative
                
                
                months ended
                
                
                months endedSince
                
                
                Mar 31,
                
                
                Mar 31,Inception
                
                
                2010
                
                
                2009Cash
      Flows from Operating ActivitiesNet
      loss
                
                
                (15,143,084
                )
                
                
                (2,713,435
                )
                
                
                (4,183,576
                )Adjustment
      for:Amortization
                
                
                844,243
                
                
                
                132,850
                
                
                
                160,109Amortization
      of debt issuance cost
                
                
                247,490
                
                
                
                -
                
                
                
                -Gain
      on Bargain Purchase (Note 5)
                
                
                (238,645
                )
                
                
                (238,645
                )
                
                
                -Stock
      based compensation
                
                
                1,173,091
                
                
                
                189,743
                
                
                
                701,475Shares
      issued for mineral claims, as part of project expenses
                
                
                1,452,650
                
                
                
                -
                
                
                
                -Shares
      issued for consultant services expensed
                
                
                2,351,500
                
                
                
                187,500
                
                
                
                887,250Shares
      issued on acquisition of subsidiary
                
                
                31,762
                
                
                
                -
                
                
                
                31,762Interest
      on convertible debentures
                
                
                90,453
                
                
                
                -
                
                
                
                -Changes
      in non‐cash working
      capitalPrepaid
      expenses
                
                
                (179,004
                )
                
                
                26,478
                
                
                
                18,250Accounts
      payable
                
                
                164,480
                
                
                
                (22,520
                )
                
                
                (65,190
                )Accrued
      liabilities
                
                
                81,093
                
                
                
                (3,249
                )
                
                
                (108,798
                )Net
      cash used in operating activities
                
                
                (9,123,971
                )
                
                
                (2,441,278
                )
                
                
                (2,558,718
                )Cash
      Flows from Investing ActivitiesDecrease
      (Increase) in Short‐term
      investments
                
                
                (985,848
                )
                
                
                2,130,955
                
                
                
                (3,105,109
                )Acquisition
      of plant and equipment for cash
                
                
                (96,585
                )
                
                
                (6,813
                )
                
                
                (14,784
                )Proceeds
      from sale of plant and equipment
                
                
                2,500
                
                
                
                -
                
                
                
                -Net
      cash provided (used) in investing activities
                
                
                (1,079,933
                )
                
                
                2,124,142
                
                
                
                (3,119,893
                )Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                
                
                4,790,740
                
                
                
                -
                
                
                
                3,520,000Issuance
      of common shares for warrant exercises
                
                
                2,225,227
                
                
                
                -
                
                
                
                2,225,227Issuance
      of convertible debentures subsequently converted to cash
                
                
                3,501,067
                
                
                
                -
                
                
                
                -Stock
      and debenture placement commissions paid in cash
                
                
                (210,000
                )
                
                
                -
                
                
                
                (147,000
                )Net
      cash provided by financing activities
                
                
                10,307,034
                
                
                
                -
                
                
                
                5,598,227Net
      Change in Cash
                
                
                103,130
                
                
                
                (317,136
                )
                
                
                (80,384
                )Cash‐ beginning
      of period
                
                
                -
                
                
                
                420,266
                
                
                
                1,553,855Cash
      ‐ end
      of period
                
                
                103,130
                
                
                
                103,130
                
                
                
                1,473,471Supplemental
      Cash Flow InformationInterest
      Paid
                
                
                -
                
                
                
                -
                
                
                
                -Income
      taxes paid
                
                
                -
                
                
                
                -
                
                
                
                -





See
Condensed notes to the Interim Financial Statements


- 7
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





1.       Basis
of Presentation





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with U.S.
generally accepted accounting principles (GAAP); however, such information
reflects all adjustments (consisting solely of normal recurring adjustments),
which are, in the opinion of management, necessary for a fair statement of the
results for the interim periods.  The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and Notes thereto together with management’s discussion and analysis
of financial condition and results of operations contained in the Company’s
annual report on Form 10-K for the year ended June 30, 2009. In the opinion of
management, the accompanying condensed consolidated financial statements reflect
all adjustments of a normal recurring nature considered necessary to fairly
state the financial position of the Company at March 31, 2010 and June 30, 2009,
the results of its operations for the nine-month periods ended March 31, 2010
and March 31, 2009, and its cash flows for the nine-month periods ended March
31, 2010 and March 31, 2009. In addition, some of the Company’s statements in
this quarterly report on Form 10-Q may be considered forward-looking and involve
risks and uncertainties that could significantly impact expected results. The
results of operations for the nine-month period ended March 31, 2010 are not
necessarily indicative of results to be expected for the full year.





The
consolidated financial statements include the accounts of the Company and its
subsidiaries, Infrastructure Materials Corp US (“IMC US”), Silver Reserve Corp.
(“SRC” or “Silver Reserve”) and Canadian Infrastructure Corp.
(“CIC”).  All material inter-company accounts and transactions have
been eliminated.





2.       Exploration
Stage Activities





The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.




The
Company is in the exploration stage and has not yet realized revenues from its
planned operations.  The Company has incurred a cumulative loss of
$15,143,084 from inception to March 31, 2010.  The Company has
funded operations through the issuance of capital stock and convertible
debentures.  In May and June of 2006, the Company closed a private
placement of its common stock for gross proceeds of $415,000.  During
the year ended June 30, 2007 the Company raised $848,935 (including $300,000
received in the prior year as stock subscriptions) through private placement of
its common stock for cash.  The Company also issued Convertible
Debentures in the amount of $1,020,862 during the year ended June 30, 2006 and
issued Convertible Debentures in the amount of $2,480,205 during the year ended
June 30, 2007.   During the three-month period ended September
30, 2008 the Company completed private placements of common stock for proceeds
of $3,373,000 net of cash expenses. During the three-month period ended March
31, 2009 as a result of warrant exercises the Company issued common stock for
proceeds of $2,225,227. Management's plan is to continue raising additional
funds through future equity or debt financing until it achieves profitable
operations from production of minerals or metals on its properties, if
feasible.


- 8
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





3.       Nature
of Operations





On
December 1, 2008, the Company amended its Certificate of Incorporation to change
its name from “Silver Reserve Corp.” to “Infrastructure Materials
Corp.”





The
Company’s focus is on the exploration and development, if feasible, of
limestone, silver and other metals from its claims in the States of Nevada,
Idaho and Arizona and the Canadian province of Manitoba.





The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition and
exploration of mineral properties. Mineral property acquisition costs are
initially capitalized in accordance with ASC 805-20-55-37, previously referenced
as the FASB Emerging Issues Task Force ("EITF") Issue 04-2.  The
Company assesses the carrying costs for impairment under ASC 930 at each fiscal
quarter end.  When it has been determined that a mineral property can
be economically developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property will be
capitalized.  The Company has determined that, except for the amount
capitalized as Mineral Property Interests for $514,525 (See Note 5), all
property payments are impaired and accordingly the Company has written off the
acquisition costs to project expenses.  Once capitalized, such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve.





To date,
mineral property exploration costs have been expensed as incurred.  To
date the Company has not established any proven or probable reserves on its
mineral properties.





In
November of 2008, the Company expanded its business focus to include the
exploration and, if warranted, development of cement grade limestone properties,
located in the States of Nevada, Idaho and Arizona.  The Company
acquired, as a wholly-owned subsidiary, Infrastructure Materials Corp US (“IMC
US”), a Nevada Corporation, pursuant to a Share Exchange Agreement (the “Nevada
Agreement”) among the Company, IMC US and Todd D. Montgomery dated as of
November 7, 2008. Mr. Montgomery was the sole shareholder of IMC
US.  He also serves as the Company’s Chief Executive Officer and a
member of its Board of Directors.  The Nevada Agreement was approved
by the disinterested members of the Company’s Board of Directors on November 6,
2008.  Under the terms of the Nevada Agreement, the Company acquired
all of the issued and outstanding stock of IMC US in exchange for 397,024 shares
of the Company’s common stock (“Shares” or a “Share”) at the agreed price of
$0.50 per Share. The transaction was measured at fair value, being the market
value of the equity instruments delivered on the transaction date. The fair
value of the Company’s 397,024 Shares issued at closing was measured at
$31,762.





$Fair
      value of assets acquired
                    
                    
                    -Consideration
      given
                    
                    
                    31,762Goodwill
      on acquisition
                    
                    
                    31,762





Subsequent
to the acquisition of IMC US, it was determined that the Goodwill on acquisition
was impaired and thus written off.


- 9
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





3.       Nature
of Operations – Cont’d





IMC US
controls 12 limestone Projects in Nevada, made up of 1,327 mineral claims
covering 27,416 acres. IMC US has acquired 100% of the Mineral Rights on an
additional 1,120 acres, 50% of the Mineral Rights on 7,400 acres, and 25% of the
Mineral Rights on 160 acres. In addition IMC US controls one limestone project
in Idaho consisting of 63 mineral claims covering 1,302 acres.  The
Company does not consider the claims or mineral rights to be material at this
time and has expensed this cost to project expense.  The Company’s
assessment of the claims and mineral rights may change after exploration of the
claims.





On
December 18, 2008, the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name, “Silver Reserve Corp.” The Company
assigned all fourteen of its silver/base metal projects in Nevada to this
subsidiary. The fourteen claim groups contain 556 claims covering 11,487 acres
which include 9 patented claims and 2 leased patented claims.





SRC also
has a milling facility located in Mina, Nevada on six mill site claims covering
30 acres.





In
November 2009, the Company made a decision to expand its area of exploration to
include cement grade limestone properties located in Manitoba,
Canada.  The Company entered into an agreement to acquire, as a
wholly-owned subsidiary, Canadian Infrastructure Corp. (“CIC”), a Canadian
corporation, pursuant to a Share Exchange Agreement (the “CIC Agreement”)
between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009.
Mr. Montgomery was the sole shareholder of CIC in addition to serving as the
Company’s Chief Executive Officer and as a member of its Board of
Directors.  The CIC Agreement was approved by the disinterested
members of the Company’s Board of Directors on November 27,
2009.  Under the terms of the CIC Agreement, the Company acquired all
of the issued and outstanding stock of CIC in exchange for 1,021,777 Shares of
the Company.  The CIC Agreement closed on February 9,
2010.  CIC controls 95 quarry leases issued by the Province of
Manitoba, Canada, covering 6,090 hectares (15,049 acres).  The Company
is accounting for the acquisition of CIC as a business combination that is
accounted for under the acquisition method as discussed in FASB ASC Topic
805.





ASC 805
requires acquisition-date fair value measurement of identifiable assets,
liabilities assumed and non-controlling interests in the
acquiree.  The only assets acquired were CIC’S quarry leases having a
fair value of $514,525 (CAD $550,000) that have been recorded as an asset,
“Mineral Property Interests,” on the date of acquisition.  The stock
of the Company traded at $0.27 per share on February 9, 2010, and the Company
recorded a $275,880 increase in shareholders’ equity reflecting the issuance of
1,021,777 common shares of the Company in exchange for all issued and
outstanding shares of CIC.  There were no liabilities assumed by the
Company and no non-controlling interests in CIC, resulting in a bargain purchase
price of $238,645 that has been recorded as Other Income in the Company’s
Consolidated Statements of Operations.  Also see Note 5, Mineral
Property Interests.


- 10
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





4.       Plant
and Equipment, Net




Plant and
equipment are recorded at cost less accumulated
depreciation.  Depreciation is provided commencing in the month
following acquisition using the following annual rate and method:





Computer
      equipment
                  
                  
                  30
                  %
                  declining
      balance methodOffice
      furniture and fixtures
                  
                  
                  20
                  %
                  declining
      balance methodLeasehold
      improvements
                  
                  3
      years
                  
                  straight
      line methodPlant
      and Machinery
                  
                  
                  15
                  %
                  declining
      balance methodTools
                  
                  
                  25
                  %
                  declining
      balance methodVehicles
                  
                  
                  20
                  %
                  declining
      balance methodConsumables
                  
                  
                  50
                  %
                  declining
      balance methodMolds
                  
                  
                  30
                  %
                  declining
      balance methodMobile
      Equipment
                  
                  
                  20
                  %
                  declining
      balance methodFactory
      Buildings
                  
                  
                  5
                  %
                  declining
      balance method





Mar 31, 2010
                    
                    
                    Accumulated
                    
                    
                    June 30, 2009
                    
                    
                    AccumulatedCost
                    
                    
                    Depreciation
                    
                    
                    Cost
                    
                    
                    Depreciation$
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $Office,
      furniture and fixtures
                    
                    
                    18,830
                    
                    
                    
                    10,087
                    
                    
                    
                    18,830
                    
                    
                    
                    8,506Computer
      equipment
                    
                    
                    12,863
                    
                    
                    
                    5,140
                    
                    
                    
                    6,571
                    
                    
                    
                    3,405Leasehold
      improvements
                    
                    
                    16,230
                    
                    
                    
                    16,230
                    
                    
                    
                    16,230
                    
                    
                    
                    14,815Plant
      and Machinery
                    
                    
                    1,514,677
                    
                    
                    
                    664,754
                    
                    
                    
                    1,514,677
                    
                    
                    
                    557,350Tools
                    
                    
                    6,725
                    
                    
                    
                    3,943
                    
                    
                    
                    6,725
                    
                    
                    
                    3,281Vehicles
                    
                    
                    76,928
                    
                    
                    
                    32,363
                    
                    
                    
                    76,407
                    
                    
                    
                    24,276Consumables
                    
                    
                    64,197
                    
                    
                    
                    58,346
                    
                    
                    
                    64,197
                    
                    
                    
                    54,835Molds
                    
                    
                    900
                    
                    
                    
                    644
                    
                    
                    
                    900
                    
                    
                    
                    569Mobile
      Equipment
                    
                    
                    73,927
                    
                    
                    
                    40,196
                    
                    
                    
                    73,927
                    
                    
                    
                    34,244Factory
      Buildings
                    
                    
                    74,849
                    
                    
                    
                    12,540
                    
                    
                    
                    74,849
                    
                    
                    
                    10,1121,860,126
                    
                    
                    
                    844,243
                    
                    
                    
                    1,853,313
                    
                    
                    
                    711,393Net
      carrying amount
                    
                    
                    
                    
                    
                    
                    1,015,883
                    
                    
                    
                    
                    
                    
                    
                    1,141,920Amortization
      charges
                    
                    
                    
                    
                    
                    
                    132,850
                    
                    
                    
                    
                    
                    
                    
                    214,204




- 11
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





5.       Mineral
Property Interests





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009.  Under the terms of the CIC
Agreement, the Company acquired all of the issued and outstanding stock of CIC
in exchange for 1,021,777 Shares of the Company.  The CIC Agreement
closed on February 9, 2010.  The Company is accounting for the
acquisition of CIC as a business combination that is accounted for under the
acquisition method as discussed in FASB ASC Topic 805.





ASC 805
requires acquisition-date fair value measurement of identifiable assets,
liabilities assumed and non-controlling interests in the
acquiree.  There were no liabilities recorded in the financial records
of CIC as of February 9, 2010, the date of acquisition.  Further, the
Company acquired all the issued and outstanding shares of CIC, resulting in the
absence of non-controlling interests in the acquiree.





Amounts
recognized assets as of the acquisition date:





Mineral
      Property Interests, being quarry leases in the province of Manitoba,
      Canadaat
      fair value (CAD $ 550,000)
                        
                        $
                        514,525Total
      consideration transferred included the following:Fair
      value as of the acquisition date of 1,021,777 common shares of the
      Companyissued
      in exchange for all issued and outstanding shares of CIC
                        
                        $
                        275,880Gain
      on bargain purchase, being the excess of the fair value of net assets
      acquiredover
      the purchase price, and recognized in the statement of
      operations
                        
                        $
                        238,645




6.       Issuance of common shares and
warrants





Ninemonth period endedMarch
31,
2010





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009. Also see Note 5, Mineral Property
Interests.  Under the terms of the CIC Agreement, the Company acquired
all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares
of the Company.  The Company is accounting for the acquisition CIC as a
business combination that is accounted for under the acquisition method as
discussed in FASB ASC Topic 805. The Agreement closed on February 9,
2010.


- 12
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.       Issuance
of common shares and warrants – Cont’d





Year ended June 30,
2009





The
Company issued 25,000 Shares to Endeavor Holdings, Inc. on each of July 1,
August 1 and September 1, of 2008 for a total of 75,000 Shares valued at $43,500
in accordance with the terms of a contract dated March 3, 2008.  The
contract was terminated on October 1, 2008.





On August
12, 2008, the Company announced that it had entered into a non-binding letter of
intent (the “LOI”) dated as of August 12, 2008 to acquire, as a wholly-owned
subsidiary, Infrastructure Materials Corp US (“IMC US”), a Nevada
corporation.  The Company completed the acquisition of all of the
outstanding shares of IMC US pursuant to a Share Exchange Agreement that was
closed on November 7, 2008. IMC US holds limestone mineral properties in the
United States, and is actively engaged in acquiring additional limestone mineral
properties.  Todd Montgomery, a director and chief executive officer
of the Company, was the sole shareholder of IMC US. The transaction was approved
by the disinterested members of the Company’s Board of Directors.





Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 Shares at
an agreed value of $0.50 per Share in exchange for all of the outstanding shares
of IMC US.  The transaction was measured at the fair value, being the
market value of the Shares delivered on the transaction date.  The
fair value of the Company’s 397,024 Shares was measured at
$31,762.  IMC US owns certain limestone mineral claims in the States
of Nevada and Idaho which the Company does not consider material at this time
and expensed this cost to project expense.  The Company’s assessment
of the claims may change after exploration of the claims.





Between
February and March 2009, the Company issued 8,900,907 Shares under the exercise
of warrants at $0.25 per Share. This exercise price of $0.25 per Share was part
of a one time offer to all warrant holders (approved by the Board of Directors
on December 11, 2008) that reduced the exercise price from $0.75 to $0.25 per
Share if the warrants were exercised prior to February 28, 2009. The Company
received $2,225,227 and issued 8,900,907 shares.





Warrants





During
the year ended June 30, 2007, the Company issued 700,214 broker warrants at an
exercise price of $0.50 per Share to purchase convertible debentures as part of
the commission due to the agents who placed the offering of common shares and
convertible debentures.  These warrants represented an amount equal to
10% of the convertible debentures placed.  The expiry date of the
above listed broker warrants, was extended by the Board of Directors
from  June 30, 2007 to December 31, 2007 and further extended to
December 31, 2008 and further extended to December 31, 2009.  All
outstanding warrants with an exercise price of $0.50 per Share expired on
December 31, 2009.


- 13
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.       Issuance
of common shares and warrants – Cont’d





During
the year ended June 30, 2008, all holders of the Company’s convertible
debentures exercised their conversion rights. Under the terms of the convertible
debentures, the holders converted the principal amount of their convertible
debentures into “Units” at $0.50 per Unit, where each Unit consisted of a Share
and a warrant to purchase a Share at an exercise price of $0.75 per
Share.  An aggregate of 7,002,134 Shares and an aggregate of 7,002,134
share purchase warrants were issued upon conversion of the principal amount. The
expiry date of these warrants was extended to December 31, 2009 by the Board of
Directors on June 18, 2008 and the exercise price was reduced to $0.25 by the
Board on December 11, 2008. During the year ended June 30, 2009, 6,080,907
warrants were exercised at $0.25. The remaining 921,227 warrants, with an
exercise price of $0.75, expired on December 31, 2009.





On
December 11, 2008, the Board of Directors approved a one time offer to all
warrant holders to reduce the exercise price of all unexercised warrants from
$0.75 to $0.25 per Share, if the warrants were exercised prior to February 28,
2009. The Company received elections to purchase 8,900,907 common shares under
the exercise of warrants at $0.25 per share. The Company received total
consideration of $2,225,227 and issued 8,900,907 common shares.





During
the year ended June 30, 2009, the Company completed the private placements of
7,040,000 “Units” at $0.50 per Unit.  Each Unit consisted of one Share
and one half-Share purchase warrant (a “Warrant”).  Each full Warrant
entitles the holder to purchase one share at $0.75 on or before September 1,
2010.  The Company paid a commission of $147,000 and issued 294,000 broker
warrants to purchase Units at $0.50 per Unit in connection with the private
placement.  The Units have the same terms as those sold to
investors.  The broker warrants expire on September 1, 2010. During
the year ended June 30, 2009, 2,820,000 warrants were exercised at $0.25 per
Share.  700,000 warrants and 294,000 broker warrants remain
outstanding until September 1, 2010.





- 14
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.       Issuance
of common shares and warrants – Cont’d





Number ofWarrants
                              
                              
                              ExerciseGranted
                              
                              
                              Prices
                              
                              ExpiryDate$Outstanding
      at June 30, 2007 and average exercise price
                              
                              
                              700,214
                              
                              
                              
                              0.50
                              
                              Dec.
      31, 2009Granted
      in year 2007-2008
                              
                              
                              7,002,134
                              
                              
                              
                              0.75
                              
                              Dec.
      31, 2009Exercised
      in year 2007-2008
                              
                              
                              -
                              
                              
                              
                              -Expired
      in year 2007-2008
                              
                              
                              -
                              
                              
                              
                              -Cancelled
                              
                              
                              -
                              
                              
                              
                              -Outstanding
      at June 30, 2008 and average exercise price
                              
                              
                              7,702,348
                              
                              
                              
                              0.73Granted
      in year 2008-2009
                              
                              
                              3,520,000
                              
                              
                              
                              0.75
                              
                              Sept.
      1, 2010Granted
      in year 2008-2009
                              
                              
                              294,000
                              
                              
                              
                              0.50
                              
                              Sept.
      1, 2010Exercised
      in year 2008-2009
                              
                              
                              (8,900,907
                              )
                              
                              
                              0.75Expired
      in year 2008-2009
                              
                              
                              -
                              
                              
                              
                              -Cancelled
                              
                              
                              -
                              
                              
                              
                              -Outstanding
      at June 30, 2009 and average exercise price
                              
                              
                              2,615,441
                              
                              
                              
                              0.66Granted
      during the nine month
                              
                              
                              -
                              
                              
                              
                              -period
      ended March 31, 2010
                              
                              
                              -
                              
                              
                              
                              -Exercised
      during the nine month period
                              
                              
                              -
                              
                              
                              
                              -ended
      March 31, 2010
                              
                              
                              -
                              
                              
                              
                              -Expired
      during the nine month periodended
      March 31, 2010 (granted in 2007)
                              
                              
                              (700,214
                              )
                              
                              
                              (0.50
                              )Expired
      during the nine month periodended
      March 31, 2010 (granted in 2008)
                              
                              
                              (921,227
                              )
                              
                              
                              (0.75
                              )Cancelled
      during nine months ended March 31, 2010
                              
                              
                              -
                              
                              
                              
                              -Outstanding
      at March 31, 2010 and average exercise price
                              
                              
                              994,000
                              
                              
                              
                              0.66





7.       Stock
Based Compensation





In April
of 2006, the Board of Directors approved an employee stock option plan ("2006
Stock Option Plan"), the purpose of which is to enhance the Company's
stockholder value and financial performance by attracting, retaining and
motivating the Company's officers, directors, key employees, consultants and its
affiliates and to encourage stock ownership by such individuals by providing
them with a means to acquire a proprietary interest in the Company's success
through stock ownership.





Under the
2006 Stock Option Plan, officers, directors, employees and consultants who
provide services to the Company may be granted options to acquire Shares of the
Company at the fair market value of the stock on the date of
grant.  Options may have a term of up to 10 years.  The
total number of Shares reserved for issuance under the 2006 Stock Option Plan is
5,000,000.


- 15
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





7.       Stock
Based Compensation – Cont’d





Nine month
periodendedMarch
31,
2010





On
September 14, 2009, the Company terminated its consulting services agreement
with a consultant effective as of October 15, 2009 and agreed to extend the
expiry of his options from his termination date to October 15,
2010.





On
October 23, 2009, the Company granted options to a consultant to purchase 25,000
common shares at an exercise price of $0.33 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/3 each month until fully vested. The options granted have
a term of 5 years.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  As
consideration for his services, stock options previously granted to Mr. Hall
were extended and will expire as follows: 200,000 options to acquire Shares at
$0.15 per Share will expire on April 15, 2010; 200,000 options to acquire Shares
at $0.15 per Share will expire on December 10, 2013 and 250,000 to acquire
Shares at $0.30 per Share will expire on April 9, 2012.





Effective
January 15, 2010, the Company granted options to a consultant to purchase up to
250,000 common shares at an exercise price of $0.25 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





On
February 17, 2010, the Company granted options to a consultant to purchase up to
100,000 common shares at an exercise price of $0.28 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





For the
nine month period ended March 31, 2010, the Company recognized in the financial
statements, stock-based compensation costs as reflected in the following
table.  The fair value of each option used for the purpose of estimating
the stock compensation is based on the grant date using the Black-Scholes option
pricing model with the following weighted average assumptions.





The
expected term calculation is based upon the term the option is expected to be
held, which is the full term of the option.  The risk-free interest
rate is based upon the U.S. Treasury yield in effect at the time of grant for an
instrument with a maturity that is commensurate with the expected term of the
stock options.  The dividend yield of zero is based on the fact that
we have never paid cash dividends on our common stock and we have no present
intention to pay cash dividends.  The expected forfeiture rate of 0%
is based on the vesting of stock options in a short period of
time.


- 16
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





7.       Stock
Based Compensation – Cont’d





Date of grant
                
                Risk free
                  rate
                
                
                Volatility
                  factor
                
                
                Expected
                  Dividends
                
                
                Forfeiture
                  rate
                
                Expected
                  life
                
                Exercise
                  price
                
                
                Total number
                  of options
                  granted
                
                
                Grant date
                  fair value
                
                
                Stock-based
                  compensation
                  cost expensed
                  during the nine
                  month period
                  ended Mar. 31,
                  2010
                
                
                Unexpected
                  Stock-based
                  compensation
                  cost deferred
                  over the vesting
                  period11-Dec-2008
                
                
                2.95
                %
                
                
                149.96
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.15
                
                
                
                1,950,000
                
                
                $
                0.14
                
                
                $
                125,16711-Dec-2008
                
                
                2.95
                %
                
                
                149.96
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.25
                
                
                
                50,000
                
                
                $
                0.45
                
                
                $
                2,7883-Feb-2009
                
                
                2.95
                %
                
                
                170.57
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.31
                
                
                
                150,000
                
                
                $
                0.29
                
                
                $
                25,6965-Jun-2009
                
                
                2.95
                %
                
                
                155.95
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.47
                
                
                
                50,000
                
                
                $
                0.43
                
                
                $
                16,471
                
                
                $
                3,68023-Oct-2009
                
                
                2.61
                %
                
                
                156.49
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.33
                
                
                
                25,000
                
                
                $
                0.33
                
                
                $
                7,62915-Jan-2010
                
                
                2.61
                %
                
                
                137.23
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.25
                
                
                
                250,000
                
                
                $
                0.22
                
                
                $
                9,068
                
                
                $
                46,09417-Feb-2010
                
                
                2.61
                %
                
                
                138.74
                %
                
                
                0
                %
                
                
                0
                %
                5 years
                
                $
                0.28
                
                
                
                100,000
                
                
                $
                0.25
                
                
                $
                2,924
                
                
                $
                21,897Total
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                -
                
                
                -
                
                
                
                2,575,000
                
                
                
                -
                
                
                $
                189,743
                
                
                $
                71,671




The
following table summarizes the options outstanding at March 31,
2010:





Outstanding,
      beginning of year
                  
                  
                  4,639,583Granted/re-issued
                  
                  
                  375,000Forfeited/Cancelled
                  
                  
                  (264,583
                  )Outstanding
      at March 31, 2010
                  
                  
                  4,750,000





As of
March 31, 2010, there was $71,671 of unrecognized expenses related to non-vested
stock-based compensation arrangements granted. The stock-based compensation
expense for the nine-month period ended March 31, 2010 was
$189,743.





8.       Deferred
Stock Compensation





In fiscal
2008, the Company issued 1,500,000 Shares each to two consultants, for a total
of 3,000,000 Shares valued at $2,250,000.  The Company expensed
proportionate consulting expenses of $187,500 during the nine months ended March
31, 2010 and $1,125,000 during the year ended June 30,
2009.  Consulting expenses were fully expensed by December 31, 2009
and are no longer reflected as a deferred stock compensation expense under
Stockholders’ Equity in the Consolidated Balance Sheet as of March 31,
2010.


- 17
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies





On August
1, 2006, the Company acquired the Pansy Lee Claims from Anglo Gold Mining Inc.
in exchange for 1,850,000 shares of the Company’s common stock pursuant to an
Asset Purchase Agreement dated August 1, 2006 (the “Pansy Lee Purchase
Agreement”).  Pursuant to the Pansy Lee Purchase Agreement, in the
event that any one or more claims becomes a producing claim, our revenue is
subject to a 2% net smelter return royalty where net smelter returns are based
upon gross revenue.  Gross revenue would be calculated after
commercial production commences and includes the aggregate of the following
amounts: revenue received by the Company from arm’s length purchasers of all
mineral products produced from the property, the fair market value of all
products sold by the Company to persons not dealing with the Company at arms
length and the Company’s share of the proceeds of insurance on
products.  From such revenue, the Company would be permitted to
deduct:  sales charges levied by any sales agent on the sale of
products; transportation costs for products; all costs, expenses and charges of
any nature whatsoever which are either paid or incurred by the Company in
connection with the refinement and beneficiation of products after leaving the
property and all insurance costs and taxes.  The 2% net smelter
royalty pertains to 8 of the 30 claims in this group.





On
September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”)
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined. The Company is
required to authorize in writing each stage of the work before the work
proceeds. As at March 31, 2010, the Company had recorded $317,607 for this
contract (June 30, 2009 - $134,181).





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos to
facilitate the completion of exploration drilling “Notices of Intent” and Plans
of Operation in compliance with the requirements of the United States Bureau of
Land Management. The Company estimates the costs of each Notice of Intent plan
to range from $3,000 to $4,000. Plans of Operation will be priced separately.
During the nine months ended March 31, 2010, the Company did not incur any costs
for Notices of Intent. A Plan of Operation for the Blue Nose Project is
projected to cost $10,000.


- 18
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies – Cont’d





On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd. (“Lance”), at $12,500 per month to provide personnel and
administrative services to carry out the administration of the Company. On
November 1, 2008, the Consulting Services Agreement was amended to reduce the
monthly fee to $10,000 for the months of December 2008 and January 2009 and
thereafter to $7,500. On October 6, 2009 the Company informed Lance of its
decision to terminate the agreement with two months notice. The Company is in
the process of consolidating into its Reno, Nevada office the
administrative duties formerly provided by Lance.  Subsequent to the
period covered by this report, the transition was substantially completed. Lance
has agreed to continue providing services as requested by the
Company.





The
Company obtained 25 mineral claims (the “Option Claims”), located in Elko
County, Nevada and part of the Company’s Medicine Claim Group, pursuant to an
option agreement (the “Option Agreement”) dated as of May 1, 2008 (the “Date of
Closing”) with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”).   During the term of the Option Agreement, the
Company has the exclusive right to explore and develop, if warranted, the Option
Claims.  The Company paid $10,000 to the Optionees upon execution of the
Option Agreement.  The Option Agreement requires the Company to make
additional payments as follows: $15,000 on the first anniversary of the Date of
Closing, $30,000 on the second anniversary of the Date of Closing, $60,000 on
the third anniversary of the Date of Closing and $80,000 on each anniversary of
the Date of Closing thereafter until the tenth anniversary of the Date of
Closing.  On April 7, 2009, the Company amended the Option
Agreement.  This amendment reduced the option payment due on May 1,
2009 from $15,000 to $10,000 and increased the payment due May 1, 2010 from
$30,000 to $35,000.  The Optionees may elect to receive payment in
cash or in shares of the Company’s common stock.  Upon making the
final payment on the tenth anniversary of the Date of Closing, the Company will
have earned a 100% undivided interest in the Option Claims.  Pursuant to
the Option Agreement, the Option Claims are subject to a 3% net smelter return
(“NSR”) royalty payable to the Optionees.  The payments made during
the term of the Option Agreement are to be applied as advance NSR royalty
payments.  Beginning on the eleventh anniversary of the Date of
Closing, the Company is required to make annual advance royalty payments of
$80,000.  At such time as the Option Claims are in production, if
ever, the Company shall make annual royalty payments equal to the greater of the
actual 3% NSR or $80,000.  The Company may terminate the Option Agreement
at any time before the option is fully exercised upon 60 days notice to the
Optionees.  The Company does not consider the Option Claims to be material
assets at this time; however this assessment may change upon further
exploration.


- 19
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies – Cont’d





Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement with a
corporation that is controlled by Mr. Douglas (the “Consulting Agreement”). The
Consulting Agreement has a term of one year and is then automatically renewable.
Either party may terminate the Consulting Agreement upon 90 days notice to the
other party. During the term of the Consulting Agreement the Company will pay a
fee of $8,500 per month and reimburse related business expenses. Mr. Douglas
does not receive a salary from the Company.





On
December 8, 2008 IMC US entered into a Mineral Rights Lease Agreement (the
“Edgar Lease Agreement”) with the Earl Edgar Mineral Trust (the “Edgar”) to
lease certain mineral rights in Elko County, Nevada described below (the “Edgar
Property”).  The term of the Edgar Lease Agreement is ten years and
will automatically renew on the same terms and conditions for additional
ten-year periods, provided IMC US is conducting exploration, development or
mining either on the surface or underground at the property.  The rent
is to be paid each year on January 1st.  $1.00 per net acre was paid upon
execution of the Edgar Lease Agreement.  On January 1 of each year
commencing in 2010 and extending for so long as the Edgar Lease Agreement is in
effect, IMC US is obligated to make the following payments:





2010
                $1.00
      per net acre2011
                $2.00
      per net acre2012
                $2.00
      per net acre2013
                $3.00
      per net acre2014
                $3.00
      per net acre2015
                $4.00
      per net acre2016
                $4.00
      per net acre2017
                $5.00
      per net acre in each year for the duration of the Edgar Lease
      Agreement.





The Edgar
Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar
Property (“Property A”) and 50% of the mineral rights on 6,740 acres of the
Edgar Property (“Property B”).  Edgar is entitled to receive a royalty
of $0.50 per ton for material mined and removed from Property A and $0.25 per
ton for material mined and removed from Property B during the term of the Edgar
Lease Agreement and any renewal thereof.





On April
9, 2009 the Company and Edgar entered into an Amendment to the Edgar Lease
Agreement (the “Amendment”), effective as of December 8, 2008.  The
Amendment provides for Standard Steam LLC to carry out exploration for
geothermal energy sources on the Edgar Property after obtaining the written
consent of the Company.  The Amendment also provides for other
cooperation with Standard Steam LLC regarding mineral rights on the Edgar
Property.


- 20
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies – Cont’d





On May
20, 2009, IMC US hired Lumos to conduct base line studies for the Blue Nose
Project located in Lincoln County, Nevada with the intention of determining if a
suitable plant site can be located.  The study includes analysis of
rail and road access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $74,500.  On September 28, 2009, the contract was
amended to add an environmental assessment and plan of operations for an
additional amount of approximately $62,000.  The Company has to
authorize each phase of the work.  As of March 31, 2010 the Company
had recorded total expenses of $70,383 pertaining to this contract with
Lumos.





By letter
dated November 27, 2009, the U.S. Attorney’s Office asked for contribution from
the Company for the cost of putting out a fire that occurred on May 8, 2008 on
approximately 451 acres of land owned by the BLM.  The cost of putting
out the fire and rehabilitating the burned area was approximately
$550,000.  The Company has denied any responsibility for the fire and
has alerted its liability insurance carrier. The Company has not accrued any
costs for this claim in its financial statements.





On
November 30, 2009, the Company entered into a consulting services agreement with
CLL Consulting, LLC (“CLL”) to provide for business and administrative services.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 60 days
notice. During the term of the Consulting Agreement the Company will pay CLL a
fee of $6,083 per month and reimburse related business expenses





On
November 30, 2009 IMC US entered into a Mineral Rights  Agreement with
Perdriau Investment Corp. (“Perdriau”) to purchase 50% of the mineral rights,
including all easements, rights of way and appurtenant rights of any type that
run with the mineral rights in certain sections of Elko County, Nevada (the
“Perdriau Property”).  The purchase price was $10 per net
acre.  IMC US purchased 340 net acres for a total purchase price of
$3,400. Perdriau will be entitled to receive a royalty of $0.25 per ton for
material mined and removed from the Perdriau Property. Material mined and stored
on the Perdriau Property or adjacent property for reclamation purposes will not
be subject to any royalty. Material removed from the Perdriau Property for the
purposes of testing or bulk sampling, provided it does not exceed 50,000 tons,
will also not be subject to any royalty.  The royalty will be
calculated and paid within 45 days after the end of each calendar
quarter.





On
January 12, 2010, the Company entered into an agreement with Railroad Industries
Incorporated to prepare a market analysis for calcium carbonate, quicklime and
other materials marketable from high grade limestone deposits for the regions of
Central Canada and Western Unites States.  The cost of the study is
estimated to be between $28,875 and $39,900, depending on the number of hours
required. The Company paid a $5,000 refundable deposit upon execution of the
contract to be applied to the final invoice.


- 21
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies – Cont’d





On
January 15, 2010, the Company entered into an “Independent Contractor Agreement”
with Karl Frost. Mr. Frost was given the title of Chief Geologist and will be
responsible for the preparation and oversight of all geological programs and
activities. The Independent Contractor Agreement has a term of one year and is
automatically renewable thereafter. Either party may terminate the agreement
upon 60 days notice or in the case of breach or default with 5 days of written
notice. During the term of the agreement the Company will pay Mr. Frost a fee of
$12,500 per month and reimburse him for related business expenses. In addition,
during the first term of this agreement, the Company granted Mr. Frost an option
to purchase 250,000 common shares of the Company at an exercise price of $0.25
per share. These options were granted in accordance with the terms of the
Company’s 2006 Stock Option Plan and vest at the rate of 1/12 each month until
fully vested. The options granted have a term of 5 years.





As of
January 15, 2010, the Company entered into a Property Lease Agreement with
Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko
County, Nevada (the “Hammond Surface Rights”).  The term of the
Hammond Lease is five years and the annual rent is $500.  The Company
is responsible for the payment of all real estate taxes on the Hammond Surface
Rights.  During the term of the Hammond Lease, the Company has the
exclusive right to conduct exploration and development work on the Hammond
Surface Rights.  The results of all drilling and exploration are the
property of the Company.  The Company is responsible for any
environmental damage caused by the Company and any reclamation costs required as
a result of drilling and testing.  The Company has an option to
purchase the property covered by the Hammond Lease for $15,000, less the amount
paid in rent during the term of the Hammond Lease.





Also as
of January 15, 2010, IMCUS entered into a Mineral Rights Agreement with Eugene
M. Hammond (the “Hammond Mineral Rights Agreement”) pursuant to which the
Company purchased a 25% interest in any and all minerals extracted from 160
acres (the “Hammond Mineral Rights Property”) covered by the Hammond Mineral
Rights Agreement.  The purchase price was $400.  In
addition, the seller is entitled to receive a royalty of $0.125 per ton on
material mined and removed from the Hammond Mineral Rights
Property.  The Hammond Mineral Rights Agreement does not cover
petroleum.





As of
February 1, 2010, the Company entered into a Consulting Services Agreement to
provide for receptionist and administrative services at its Reno, Nevada
corporate headquarters.  Pursuant to this Agreement, the Company will
pay $51,000 per year for such services.


- 22
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.       Commitments
and Contingencies – Cont’d





On March
25, 2010, IMC US hired Lumos to conduct the second phase of base line studies
for the Blue Nose Project located in Lincoln County, Nevada with the intention
of determining if a suitable plant site can be located with emphasis on
transportation access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $55,300. The Company is to authorize each phase of work before the
work proceeds. The Company did not incur any expenses for this study during the
nine-months ended March 31, 2010.





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before September 1st of each
year, a fee in the amount of $140 per mineral claim held by the
Company.  The total amount paid on August 31, 2009 was $172,620 for
1,233 claims held by the Company at that date.  During the nine-month
period ended March 31, 2010, the Company acquired 436 mineral claims in Lincoln
County, Nevada, 44 mineral claims in Pershing County, Nevada, and 35 mineral
claims in Churchill County, Nevada. Two additional projects with 200 mineral
claims in Elko County, Nevada were recorded.  Four mineral claims in
Elko County, Nevada, and three mineral claims in Pershing County, Nevada were
abandoned. In addition 75 mineral claims in Caribou County, Idaho, of which nine
claims were also partly in Bear Lake County, were abandoned.





Under
legislation enacted in Nevada in March of 2010, claims owners are required to
pay the State of Nevada an annual fee based upon a tiered system that requires
fees ranging from $70 to $189 per claim, depending upon the total number of
claims in Nevada that an owner holds.  The Company estimates, based
upon its anticipated total number of claims to be held in Nevada as of the next
calculation date, that its annual fee will be $85 per claim with the first such
annual fee payable no later than June 1, 2011.





The
Company obtained 18 mineral exploration permits covering 18 sections or portions
of sections in the State of Arizona.





The
Company is also required to pay annual fees to counties in which the claims are
held.  At August 31, 2009, the Company paid $12,356 to nine counties
in Nevada and Idaho.





The
Company also holds 9 patented claims and 2 leased patented claims in
Nevada.  A patented claim is fee simple title to the
property.  Patented claims are subject to taxes assessed by the local
community based on assessment rates set annually.


- 23
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





10.    Related
Party Transactions





Nine months ended March 31,
2010





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  Mr. Hall
subsequently resigned as Vice President - Exploration of IMC US.  As
of January 12, 2010 the Company terminated its Independent Contractor Agreement
with Mr. Hall dated April 1, 2007. Both parties waived any applicable notice
periods and the termination was effective immediately.  As
consideration for his services, stock options previously granted to Mr. Hall
were extended and will expire as follows: 200,000 options to acquire Shares at
$0.15 per Share will expire on April 15, 2010; 200,000 options to acquire Shares
at $0.15 per Share will expire on December 10, 2013 and 250,000 to acquire
Shares at $0.30 per Share will expire on April 9, 2012. There were no
disagreements between Mr. Hall and the Company with respect to with the
Company’s management, policies, procedures, internal controls or public
disclosure documents.





Mr. Hall
also received $94,081 in connection with services he performed for the Company
as a senior geologist from the beginning of the fiscal year until his
resignation on January 15, 2010.





The
Company entered into an agreement to acquire, as a wholly-owned subsidiary,
Canadian Infrastructure Corp., a Canadian corporation, pursuant to a Share
Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D.
Montgomery dated as of December 15, 2009. Mr. Montgomery was the sole
shareholder of CIC in addition to serving as the Company’s Chief Executive
Officer and as a member of its Board of Directors.  The CIC Agreement
was approved by the disinterested members of the Company’s Board of Directors on
November 27, 2009.  Under the terms of the CIC Agreement, the Company
acquired all of the issued and outstanding stock of CIC in exchange for
1,021,777 Shares of the Company.  The CIC Agreement closed on February
9, 2010.  Also see Note 5, Mineral Property Interests.





The
Company’s Corporate Secretary received $30,989 during the nine-month period
ended March 31, 2010





A
corporation owned and operated by the Company’s President who is also a member
of the Company’s Board of Directors, received $76,500during the nine-month
period ended March 31, 2010.





The Chief
Financial Officer of the Company, received $9,625 during the nine-month period
ended March 31, 2010.


- 24
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





10.    Related
Party Transactions – Cont’d





Nine months ended March 31,
2009





Roger
Hall, formerly a Director of the Company, received $130,283 in connection with
services he performed for the Company as a senior geologist.





Janet
Shuttleworth, Treasurer and Corporate Secretary, was paid $27,476. Ms.
Shuttleworth resigned on December 31, 2008.





Joanne
Hughes served as Corporate Secretary and received $4,110 from July 1, 2008 to
July 30, 2008, and from January 1, 2009 to March 31, 2009 she received
$12,456.





A
corporation owned and operated by the Company’s President who is also a member
of the Company’s Board of Directors, received $76,500.





On June
23, 2008 the Board granted options to the newly appointed President to purchase
250,000 common shares at an exercise price of $0.52 per share. These options
were cancelled on December 11. 2008.   The Company expensed stock
based compensation cost for $46,088 during the nine month period ended March 31,
2009.





On August
12, 2008, the Company announced that it had entered into a non-binding letter of
intent dated as of August 12, 2008 to acquire as a wholly-owned subsidiary
Infrastructure Materials Corp US (“IMC US”), a Nevada corporation from Todd
Montgomery, a director and CEO of the Company, and the sole shareholder of IMC
US.  Under the terms of the resulting Share Exchange Agreement that
was approved by disinterested members of the Company’s Board of Directors and
dated November 7, 2008, Mr. Montgomery received 397,024 common shares of the
Company at an agreed value of $0.50 per share in exchange for all of the
outstanding shares of IMC US.  The transaction was measured at fair
value, being the market value of the equity instruments delivered on the
transaction date. The fair value of the 397,024 shares issued was measured at
$31,762.





On
December 11, 2008 the Board granted options to three directors to purchase
400,000 common shares each and to three other directors to purchase 50,000
common shares for a total of 1,350,000 options to purchase common shares in the
Company at an exercise price of $0.15 per share. These options were granted in
accordance with the terms of the Company’s 2006 Stock Option Plan and vest at
the rate of 1/12 each month commencing December 19, 2008 until fully vested. The
options granted were for a term of five years. The Company expensed stock based
compensation cost of $52,195 during the nine month period ended March 31,
2009.


- 25
-




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





10.    Related
Party Transactions – Cont’d





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,500,000 outstanding options issued on April 10, 2007 to six directors from
$0.50 to the new option price of $0.30 per share, with all other terms of the
original grant remaining the same. The Company expensed stock based compensation
cost for $394,348 during the nine month period ended March 31,
2009.





11.  Subsequent
Events





The
following events occurred subsequent to March 31, 2010:





On April
27, 2010 the Company accepted the resignation of Joanne Hughes as Corporate
Secretary. There were no disagreements between the Company and Ms. Hughes with
respect to the management, policies, operations or financial reporting of the
Company.





On April
27, 2010 the Company appointed Anne Macko to the position of Corporate
Secretary





On April
27, 2010, the Company granted options to a consultant to purchase up to 50,000
common shares at an exercise price of $0.23 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested. The options granted have
a term of 5 years.





IMC US
submitted an application to the State of Arizona for mineral exploration permits
for two additional sections covering 1,280 acres.  One mineral claim
in Lincoln County, Nevada was abandoned.


- 26
-


MANAGEMENT'S
DISCUSSION AND ANALYSIS OF


FINANCIAL
CONDITION AND RESULTS OF OPERATION





Our name
isInfrastructure
Materials Corp. and we sometimes refer to ourselves in this report as
“Infrastructure Materials” or “Infrastructure”, or “the Company” or as “we,”
“our,” or “us.”





Forward-Looking
Statements





Except
for historical information, this report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  Such forward-looking statements
involve risks and uncertainties, including, among other things, statements
regarding our business strategy, exploration strategy, future revenues and
anticipated costs and expenses.  Such forward-looking statements include,
among others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language.  Our actual results may differ
significantly from those projected in the forward-looking statements.
 Factors that might cause or contribute to such differences include, but
are not limited to, those discussed herein as well as in the “RISK FACTORS”
section herein.   You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances after the
date of this document.





Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.





FOR
THE NINE MONTH AND THREE MONTH PERIODS ENDED MARCH 31, 2010





PLAN OF
OPERATIONS





We will
require additional capital to implement the further exploration and possible
development of our claim groups.  We expect to raise this capital
through private placements of our securities or through debt financing or some
combination of the foregoing.  We have limited assets and no
“reserves” in accordance with the definitions adopted by the Securities and
Exchange Commission, and there is no assurance that any exploration programs
that we undertake will establish reserves.





Discussion
of Operations and Financial Condition





Nine
Month and Three Month Periods ended March 31, 2010





The
Company has no source of revenue and we continue to operate at a
loss.  We expect our operating losses to continue for so long as we
remain in an exploration stage and perhaps thereafter.  As at March
31, 2010, we had accumulated losses since the Company’s inception of
$15,143,084.  Our ability to emerge from the exploration stage and
conduct mining operations is dependent, in large part, upon our raising
additional capital.  We are continuing our efforts to raise capital
and are moving forward with development of our projects.


- 27
-


In
November of 2008, the Company substantially changed its business focus to the
exploration and development of cement grade limestone properties and acquired
Infrastructure Materials Corp. US (“IMC US”) with limestone properties located
in the states of Nevada and Idaho.  In December of 2008, the Company
changed its name to Infrastructure Materials Corp.  IMC US controls 1,327
claims on Department of Interior Bureau of Land Management (“BLM”) land covering
twelve projects in Nevada and 63 claims covering one project in
Idaho.  We have 18 mineral exploration permits in effect with the
State of Arizona covering two additional projects.  On private land we
have acquired 100% of the Mineral Rights on 1,120 acres, 50% of the Mineral
Rights on 7,400 acres, and 25% of the Mineral Rights on 160 acres, all of which
have potential for cement grade limestone.  The Company’s major
endeavor during the nine months ended March 31, 2010 has been its effort to
pursue exploration activities on its limestone claims.  Exploration on
these limestone properties indicates that the Morgan Hill Project and the Blue
Nose Project have potential for development of substantial cement grade
limestone resources.  Our efforts going forward through our current
fiscal year ending June 30, 2010, will be concentrated on development of the
Blue Nose Project and the search for other limestone deposits in strategic
locations that can service areas with a shortage of cement
production.





In
November 2009, the Company made a decision to expand its area of exploration to
include cement grade limestone properties located in Manitoba,
Canada.  The Company entered into an agreement to acquire, as a
wholly-owned subsidiary, Canadian Infrastructure Corp. (“CIC”), a Canadian
corporation, pursuant to a Share Exchange Agreement (the “CIC Agreement”)
between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009.
Under the terms of the CIC Agreement, the Company acquired all of the issued and
outstanding stock of CIC in exchange for 1,021,777 Shares of the
Company.  The CIC Agreement was initially expected to close on January
1, 2010, but was extended by an addendum dated January 14, 2010 and closed on
February 9, 2010.  CIC controls 95 quarry leases issued by the
Province of Manitoba, Canada, covering 6,090 hectares (15,049
acres).  Also see “Other Income” under “Net Loss” below.





The
Company has also completed the evaluation of its our silver/base metal projects
and determined that the Pansy Lee, Medicine, Silver Queen and Nivloc Projects
provide the best opportunity for development of resources that could go to
production. Permitting of the Red Rock mill site at Mina, Nevada is close to
completion.  The Company incorporated a wholly owned subsidiary,
Silver Reserve Corp. (“Silver Reserve” or “SRC”) in December of 2008 and
transferred all of the silver/base metal projects and the mill to this
subsidiary. We are attempting to secure a sale of the silver properties and
milling facility held by Silver Reserve.





The
following diagram illustrates the Company’s present structure and ownership of
its mineral properties and Milling Facility:








- 28
-


Stock Based
Compensation





On
September 14, 2009 the Company terminated its consulting services agreement with
a consultant effective as of October 15, 2009 and extended the expiry of his
options from his termination date to October 15, 2010.





On
October 23, 2009, the Company granted options to a consultant to purchase 25,000
common shares at an exercise price of $0.33 per share.  These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/3 each month until fully vested. The options
granted are for a term of 5 years.





On
January 15, 2010, Roger M. Hall resigned as the Company’s Chief Operating
Officer and as a member of the Company’s Board of Directors.  As
consideration for his services, stock options previously granted to Mr. Hall
were extended and will expire as follows: 200,000 options to acquire Shares at
$0.15 per Share will expire on April 15, 2010; 200,000 options to acquire Shares
at $0.15 per Share will expire on December 10, 2013 and 250,000 to acquire
Shares at $0.30 per Share will expire on April 9, 2012.





Effective
January 15, 2010, the Company granted options to a consultant to purchase up to
250,000 common shares at an exercise price of $0.25 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.





On
February 17, 2010, the Company granted options to a consultant to purchase up to
100,000 common shares at an exercise price of $0.28 per share. These options
were granted in accordance with the terms of the Company’s 2006 Stock Option
Plan and vest at the rate of 1/12 each month until fully vested. The options
granted have a term of 5 years.


- 29
-





SELECTED FINANCIAL
INFORMATION





Three months
                    ended
                  
                  
                  Three months
                    endedMar.31,2010
                  
                  
                  Mar.31,2009Revenues
                  
                  $
                  Nil
                  
                  
                  $
                  NilNet
      Loss
                  
                  $
                  423,555
                  
                  
                  $
                  1,055,233Loss
      per share-basic and diluted
                  
                  $
                  0.01
                  
                  
                  $
                  0.02





Nine months
                    ended
                  
                  
                  Nine months
                    endedMar.31,2010
                  
                  
                  Mar.31,2009Revenues
                  
                  $
                  Nil
                  
                  
                  $
                  NilNet
      Loss
                  
                  $
                  2,713,435
                  
                  
                  $
                  4,183,576Loss
      per share-basic and diluted
                  
                  $
                  0.04
                  
                  
                  $
                  0.08





As of
                  
                  
                  As ofMar.31,2010
                  
                  
                  June30,2009Total
      Assets
                  
                  $
                  2,798,390
                  
                  
                  $
                  4,884,471Total
      Liabilities
                  
                  $
                  245,132
                  
                  
                  $
                  270,901Cash
      dividends declared per share
                  
                  $
                  Nil
                  
                  
                  $
                  Nil





Total
assets as of March 31, 2010 include cash and cash equivalents of $103,130, short
term investments of $985,848, prepaid expenses and other receivables of
$179,004, capital assets of $1,015,883 net of depreciation, and mineral property
interests of $514,525.  As of June 30, 2009 total assets includes cash
and cash equivalents of $420,266, short-term investments of $3,116,803, prepaid
expenses of $205,482 and capital assets of $1,141,920, net of
depreciation.





Revenues





No
revenue was generated by the Company’s operations during the three-month and
nine-month periods ended March 31, 2010 and March 31, 2009.





Net
Loss





The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations.  It is primarily engaged in the
acquisition and exploration of mineral properties. Mineral property acquisition
costs are initially capitalized when incurred in accordance with ASC
805-20-55-37, previously referenced as the FASB Emerging Issues Task Force
("EITF") Issue 04-2.  The Company assesses the carrying costs for
impairment under ASC 930 at each fiscal quarter end.  When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property will be capitalized.  Once capitalized, such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.


- 30
-





To date,
mineral property exploration costs have been expensed as incurred.  To
date the Company has not established any proven or probable reserves on its
mineral properties.





The
Company’s expenses are reflected in the Statements of Operation under the
category of Operating Expenses.





The
significant components of expense that have contributed to the total operating
expense are discussed as follows:





(a) General and
Administrative Expense





Included
in operating expenses for the three-month period ended March 31, 2010 is general
and administrative expense of $248,385 as compared with $695,496 for the
three-month period ended March 31, 2009. During the nine-month period ended
March 31, 2010 the general and administrative expense was $1,126,695 as compared
to $2,546,640 for the nine month period ended March 31, 2009. General and
administrative expense represents approximately 38% of the total operating
expense for the nine-month period ended March 31, 2010 and approximately 60% of
the total operating expense for the nine-month period ended March 31, 2009.
General and administrative expense represents professional, consulting, office
and general and other miscellaneous costs incurred during the nine-month and
three month periods ended March 31, 2010 and March 31, 2009. General and
administrative expense decreased by $1,419,945 in the current nine month period,
as compared to the similar nine month period for the prior year. The decrease in
this expense is mainly due to a decrease in consulting fees of approximately
$779,000, and a decrease in stock based compensation costs of approximately
$512,000.





(b) Project
Expense





Included
in operating expenses for the three-month period ended March 31, 2010 is project
expense of $373,285 as compared with $316,785 for the three-month period ended
March 31, 2009. During the nine month period ended March 31, 2010, the project
expense was $1,720,138 as compared to $1,513,963 during the nine month period
ended March 31, 2009. Project expense is a significant expense and it represents
approximately 58% of the total operating expense for the nine-month period ended
March 31, 2010 and approximately 36% of the total operating expense for the
nine-month period ended March 31, 2009.





(c) Other
Income





As
discussed above, on February 9, 2010, the Company completed its acquisition, as
a wholly-owned subsidiary, of Canadian Infrastructure Corp., a Canadian
corporation, pursuant to a Share Exchange Agreement (the “CIC Agreement”)
between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009.
Mr. Montgomery was the sole shareholder of CIC, in addition to serving as the
Company’s Chief Executive Officer and as a member of its Board of
Directors.  The CIC Agreement was approved by the disinterested
members of the Company’s Board of Directors on November 27,
2009.  Under the terms of the CIC Agreement, the Company acquired all
of the issued and outstanding stock of CIC in exchange for 1,021,777 Shares of
the Company.  The Company is accounting for the acquisition of CIC as
a business combination that is accounted for under the acquisition method as
discussed in FASB ASC Topic 805.


- 31
-


ASC 805
requires acquisition-date fair value measurement of identifiable assets,
liabilities assumed and non-controlling interests in the
acquiree.  The only assets acquired were the quarry leases in the
province of Manitoba, Canada, having a fair value of $514,525 (CAD $550,000)
that have been recorded as an asset, “Mineral Property Interests,” on the date
of acquisition.  The stock of the Company traded at $0.27 per share on
February 9, 2010, and the Company recorded a $275,880 increase in shareholders’
equity reflecting the issuance of 1,021,777 common shares of the Company in
exchange for all issued and outstanding shares of CIC.  There were no
liabilities assumed by the Company and no non-controlling interests in CIC,
resulting in a bargain purchase price of $238,645 that has been recorded as
Other Income in the Company’s Consolidated Statements of
Operations.





Liquidity
and Capital Resources





The
following table summarizes the Company’s cash flow and cash in hand for the nine
month periods:





Mar. 31, 2010
                  
                  
                  Mar. 31, 2009Cash
      and cash equivalents
                  
                  $
                  103,130
                  
                  
                  $
                  1,473,471Working
      capital
                  
                  $
                  1,022,850
                  
                  
                  $
                  4,539,462Cash
      used in operating activities
                  
                  $
                  2,441,278
                  
                  
                  $
                  2,558,718Cash
      provided (used) in investing activities
                  
                  $
                  2,124,142
                  
                  
                  $
                  (3,119,893
                  )Cash
      provided by financing activities
                  
                  $
                  nil
                  
                  
                  $
                  5,598,227





As at
March 31, 2010 the Company had working capital of $1,022,850 as compared to
$4,539,462 as at March 31, 2009.





Off-Balance
Sheet Arrangements





The
Company had no off-balance sheet arrangements as of March 31, 2010 and March 31,
2009.





Contractual
Obligations and Commercial Commitments





On August
1, 2006, the Company acquired the Pansy Lee Claims from Anglo Gold Mining Inc.
in exchange for 1,850,000 shares of the Company’s common stock pursuant to an
Asset Purchase Agreement dated August 1, 2006 (the “Pansy Lee Purchase
Agreement”).  Pursuant to the Pansy Lee Purchase Agreement, in the
event that any one or more claims becomes a producing claim, our revenue is
subject to a 2% net smelter return royalty where net smelter returns are based
upon gross revenue.  Gross revenue would be calculated after
commercial production commences and includes the aggregate of the following
amounts: revenue received by the Company from arm’s length purchasers of all
mineral products produced from the property, the fair market value of all
products sold by the Company to persons not dealing with the Company at arms
length and the Company’s share of the proceeds of insurance on
products.  From such revenue, the Company would be permitted to
deduct:  sales charges levied by any sales agent on the sale of
products; transportation costs for products; all costs, expenses and charges of
any nature whatsoever which are either paid or incurred by the Company in
connection with the refinement and beneficiation of products after leaving the
property and all insurance costs and taxes.  The 2% net smelter
royalty pertains to 8 of the 30 claims in this group.





On
September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”)
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined. The Company is
required to authorize in writing each stage of the work before the work
proceeds. As at March 31, 2010, the Company had recorded $317,607 for this
contract (June 30, 2009 - $134,181).


- 32
-





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos to
facilitate the completion of exploration drilling “Notices of Intent” and Plans
of Operation in compliance with the requirements of the United States Bureau of
Land Management. The Company estimates the costs of each Notice of Intent plan
to range from $3,000 to $4,000. Plans of Operation will be priced separately.
During the nine months ended March 31, 2010, the Company did not incur any costs
for Notices of Intent. A Plan of Operation for the Blue Nose Project is
projected to cost $10,000.





On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd. (“Lance”), at $12,500 per month to provide personnel and
administrative services to carry out the administration of the Company. On
November 1, 2008, the Consulting Services Agreement was amended to reduce the
monthly fee to $10,000 for the months of December 2008 and January 2009 and
thereafter to $7,500. On October 6, 2009 the Company informed Lance Capital Ltd.
of its decision to terminate the agreement with two months notice. The Company
is in the process of consolidating into its Reno, Nevada office the
administrative duties formerly provided by Lance.  Subsequent to the
period covered by this report, the transition was substantially completed. Lance
has agreed to continue providing services as requested by the
Company.





The
Company obtained 25 mineral claims (the “Option Claims”), located in Elko
County, Nevada and part of the Company’s Medicine Claim Group, pursuant to an
option agreement (the “Option Agreement”) dated as of May 1, 2008 (the “Date of
Closing”) with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”).   During the term of the Option Agreement, the
Company has the exclusive right to explore and develop, if warranted, the Option
Claims.  The Company paid $10,000 to the Optionees upon execution of the
Option Agreement.  The Option Agreement requires the Company to make
additional payments as follows: $15,000 on the first anniversary of the Date of
Closing, $30,000 on the second anniversary of the Date of Closing, $60,000 on
the third anniversary of the Date of Closing and $80,000 on each anniversary of
the Date of Closing thereafter until the tenth anniversary of the Date of
Closing.  On April 7, 2009, the Company amended the Option
Agreement.  This amendment reduced the option payment due on May 1,
2009 from $15,000 to $10,000 and increased the payment due May 1, 2010 from
$30,000 to $35,000.  The Optionees may elect to receive payment in
cash or in shares of the Company’s common stock.  Upon making the
final payment on the tenth anniversary of the Date of Closing, the Company will
have earned a 100% undivided interest in the Option Claims.  Pursuant to
the Option Agreement, the Option Claims are subject to a 3% net smelter return
(“NSR”) royalty payable to the Optionees.  The payments made during
the term of the Option Agreement are to be applied as advance NSR royalty
payments.  Beginning on the eleventh anniversary of the Date of
Closing, the Company is required to make annual advance royalty payments of
$80,000.  At such time as the Option Claims are in production, if
ever, the Company shall make annual royalty payments equal to the greater of the
actual 3% NSR or $80,000.  The Company may terminate the Option Agreement
at any time before the option is fully exercised upon 60 days notice to the
Optionees.  The Company does not consider the Option Claims to be material
assets at this time; however this assessment may change upon further
exploration.





Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement with a
corporation that is controlled by Mr. Douglas (the “Consulting Agreement”). The
Consulting Agreement has a term of one year and is then automatically renewable.
Either party may terminate the Consulting Agreement upon 90 days notice to the
other party. During the term of the Consulting Agreement the Company will pay a
fee of $8,500 per month and reimburse related business expenses. Mr. Douglas
does not receive a salary from the Company.


- 33
-





On
December 8, 2008 IMC US entered into a Mineral Rights Lease Agreement (the
“Edgar Lease Agreement”) with the Earl Edgar Mineral Trust (the “Edgar”) to
lease certain mineral rights in Elko County, Nevada described below (the “Edgar
Property”).  The term of the Edgar Lease Agreement is ten years and
will automatically renew on the same terms and conditions for additional
ten-year periods, provided IMC US is conducting exploration, development or
mining either on the surface or underground at the property.  The rent
is to be paid each year on January 1st.  $1.00 per net acre was paid upon
execution of the Edgar Lease Agreement.  On January 1 of each year
commencing in 2010 and extending for so long as the Edgar Lease Agreement is in
effect, IMC US is obligated to make the following payments:





2010
                $1.00
      per net acre2011
                $2.00
      per net acre2012
                $2.00
      per net acre2013
                $3.00
      per net acre2014
                $3.00
      per net acre2015
                $4.00
      per net acre2016
                $4.00
      per net acre2017
                $5.00
      per net acre in each year for the duration of the Edgar Lease
      Agreement.





The Edgar
Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar
Property (“Property A”) and 50% of the mineral rights on 6,740 acres of the
Edgar Property (“Property B”).  Edgar is entitled to receive a royalty
of $0.50 per ton for material mined and removed from Property A and $0.25 per
ton for material mined and removed from Property B during the term of the Edgar
Lease Agreement and any renewal thereof.





On April
9, 2009 the Company and Edgar entered into an Amendment to the Edgar Lease
Agreement (the “Amendment”), effective as of December 8, 2008.  The
Amendment provides for Standard Steam LLC to carry out exploration for
geothermal energy sources on the Edgar Property after obtaining the written
consent of the Company.  The Amendment also provides for other
cooperation with Standard Steam LLC regarding mineral rights on the Edgar
Property.





On May
20, 2009, IMC US hired Lumos to conduct base line studies for the Blue Nose
Project located in Lincoln County, Nevada with the intention of determining if a
suitable plant site can be located.  The study includes analysis of
rail and road access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $74,500.  On September 28, 2009, the contract was
amended to add an environmental assessment and plan of operations for an
additional amount of approximately $62,000.  The Company has to
authorize each phase of the work.  As of March 31, 2010 the Company
had recorded total expenses of $70,383 pertaining to this contract with
Lumos.





By letter
dated November 27, 2009, the U.S. Attorney’s Office asked for contribution from
the Company for the cost of putting out a fire that occurred on May 8, 2008 on
approximately 451 acres of land owned by the BLM.  The cost of putting
out the fire and rehabilitating the burned area was approximately
$550,000.  The Company has denied any responsibility for the fire and
has alerted its liability insurance carrier. The Company has not accrued any
costs for this claim in its financial statements.


- 34
-





On
November 30, 2009, the Company entered into a consulting services agreement with
CLL Consulting, LLC (“CLL”) to provide for business and administrative services.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 60 days
notice. During the term of the Consulting Agreement the Company will pay CLL a
fee of $6,083 per month and reimburse related business expenses





On
November 30, 2009 IMC US entered into a Mineral Rights  Agreement with
Perdriau Investment Corp. (“Perdriau”) to purchase 50% of the mineral rights,
including all easements, rights of way and appurtenant rights of any type that
run with the mineral rights in certain sections of Elko County, Nevada (the
“Perdriau Property”).  The purchase price was $10 per net
acre.  IMC US purchased 340 net acres for a total purchase price of
$3,400. Perdriau will be entitled to receive a royalty of $0.25 per ton for
material mined and removed from the Perdriau Property. Material mined and stored
on the Perdriau Property or adjacent property for reclamation purposes will not
be subject to any royalty. Material removed from the Perdriau Property for the
purposes of testing or bulk sampling, provided it does not exceed 50,000 tons,
will also not be subject to any royalty.  The royalty will be
calculated and paid within 45 days after the end of each calendar
quarter.





On
January 12, 2010, the Company entered into an agreement with Railroad Industries
Incorporated to prepare a market analysis for calcium carbonate, quicklime and
other materials marketable from high grade limestone deposits for the regions of
Central Canada and Western Unites States.  The cost of the study is
estimated to be between $28,875 and $39,900, depending on the number of hours
required. The Company paid a $5,000 refundable deposit upon execution of the
contract to be applied to the final invoice.





On
January 15, 2010, the Company entered into an “Independent Contractor Agreement”
with Karl Frost. Mr. Frost was given the title of Chief Geologist and will be
responsible for the preparation and oversight of all geological programs and
activities. The Independent Contractor Agreement has a term of one year and is
automatically renewable thereafter. Either party may terminate the agreement
upon 60 days notice or in the case of breach or default with 5 days of written
notice. During the term of the agreement the Company will pay Mr. Frost a fee of
$12,500 per month and reimburse him for related business expenses. In addition,
during the first term of this agreement, the Company granted Mr. Frost an option
to purchase 250,000 common shares of the Company at an exercise price of $0.25
per share. These options were granted in accordance with the terms of the
Company’s 2006 Stock Option Plan and vest at the rate of 1/12 each month until
fully vested. The options granted have a term of 5 years.





As of
January 15, 2010, the Company entered into a Property Lease Agreement with
Eugene M. Hammond (the “Hammond Lease”) for surface rights on 80 acres in Elko
County, Nevada (the “Hammond Surface Rights”).  The term of the
Hammond Lease is five years and the annual rent is $500.  The Company
is responsible for the payment of all real estate taxes on the Hammond Surface
Rights.  During the term of the Hammond Lease, the Company has the
exclusive right to conduct exploration and development work on the Hammond
Surface Rights.  The results of all drilling and exploration are the
property of the Company.  The Company is responsible for any
environmental damage caused by the Company and any reclamation costs required as
a result of drilling and testing.  The Company has an option to
purchase the property covered by the Hammond Lease for $15,000, less the amount
paid in rent during the term of the Hammond Lease.


- 35
-





Also as
of January 15, 2010, IMCUS entered into a Mineral Rights Agreement with Eugene
M. Hammond (the “Hammond Mineral Rights Agreement”) pursuant to which the
Company purchased a 25% interest in any and all minerals extracted from 160
acres (the “Hammond Mineral Rights Property”) covered by the Hammond Mineral
Rights Agreement.  The purchase price was $400.  In
addition, the seller is entitled to receive a royalty of $0.125 per ton on
material mined and removed from the Hammond Mineral Rights
Property.  The Hammond Mineral Rights Agreement does not cover
petroleum.





As of
February 1, 2010, the Company entered into a Consulting Services Agreement to
provide for receptionist and administrative services at its Reno, Nevada
corporate headquarters.  Pursuant to this Agreement, the Company will
pay $51,000 per year for such services.





On March
25, 2010, IMC US hired Lumos to conduct the second phase of base line studies
for the Blue Nose Project located in Lincoln County, Nevada with the intention
of determining if a suitable plant site can be located with emphasis on
transportation access and environmental considerations that could impede
development.  The total consideration to be paid under the contract is
approximately $55,300. The Company is to authorize each phase of work before the
work proceeds. The Company did not incur any expenses for this study during the
nine-months ended March 31, 2010.





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before September 1st of each
year, a fee in the amount of $140 per mineral claim held by the
Company.  The total amount paid on August 31, 2009 was $172,620 for
1,233 claims held by the Company at that date.  During the nine-month
period ended March 31, 2010, the Company acquired 436 mineral claims in Lincoln
County, Nevada, 44 mineral claims in Pershing County, Nevada, and 35 mineral
claims in Churchill County, Nevada. Two additional projects with 200 mineral
claims in Elko County, Nevada were recorded.  Four mineral claims in
Elko County, Nevada, and three mineral claims in Pershing County, Nevada were
abandoned. In addition 75 mineral claims in Caribou County, Idaho, of which nine
claims were also partly in Bear Lake County, were abandoned.





Under
legislation enacted in Nevada in March of 2010, claims owners are required to
pay the State of Nevada an annual fee based upon a tiered system that requires
fees ranging from $70 to $189 per claim, depending upon the total number of
claims in Nevada that an owner holds.  The Company estimates, based
upon its anticipated total number of claims to be held in Nevada as of the next
calculation date, that its annual fee will be $85 per claim with the first such
annual fee payable no later than June 1, 2011.





The
Company obtained 18 mineral exploration permits covering 18 sections or portions
of sections in the State of Arizona.





The
Company is also required to pay annual fees to counties in which the claims are
held.  At August 31, 2009, the Company paid $12,356 to nine counties
in Nevada and Idaho.





The
Company also holds 9 patented claims and 2 leased patented claims in
Nevada.  A patented claim is fee simple title to the
property.  Patented claims are subject to taxes assessed by the local
community based on assessment rates set annually.


- 36
-





Cash
Requirements





At March
31, 2010, the Company had cash and cash equivalents of $103,130, short-term
investments of $985,848 and prepaid expenses of $179,004for total current assets
of $1,267,982.





Our
ability to incur planned Project expenses is subject to permitting programs with
the BLM and results of the drilling as it progresses.  The Company has
no firm commitment for additional financing and may not be able to incur planned
Project expenses unless further capital is raised.





The
Company hopes to be able to sell part or all of its precious and base metal
projects and its Red Rock Mill or its wholly owned subsidiary, Silver Reserve
Corp., that controls these assets, and use the proceeds for exploration and
drilling on the Company’s limestone projects.





Subsequent
Events





The
following events occurred subsequent to March 31, 2010:





On April
27, 2010 the Company accepted the resignation of Joanne Hughes as Corporate
Secretary. There were no disagreements between the Company and Ms. Hughes with
respect to the management, policies, operations or financial reporting of the
Company.





On April
27, 2010 the Company appointed Anne Macko to the position of Corporate
Secretary





On April
27, 2010, the Company granted options to a consultant to purchase up to 50,000
common shares at an exercise price of $0.23 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested. The options granted have
a term of 5 years.





IMC US
submitted an application to the State of Arizona for mineral exploration permits
for two additional sections covering 1,280 acres.  One mineral claim
in Lincoln County, Nevada was abandoned.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





Not
Applicable





Item
4T. Controls and Procedures





CONTROLS
AND PROCEDURES





Based on
an evaluation, conducted by our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as required by Exchange Act Rule 13a-15(e), they
concluded that our disclosure controls and procedures were effective as of March
31, 2010, to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act are:





1.
            recorded,
      processed, summarized and reported within the time periods specified by
      the SEC's rules and forms, and




- 37
-





2.
            accumulated
      and communicated to management, including the Chief Executive Officer and
      Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosure.




Management
of Infrastructure Materials Corp. is responsible for establishing and
maintaining adequate internal control over financial
reporting.  Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States and includes those
policies and procedures that:





*  Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
company;




*  Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and




*  Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the company's assets that could have a
material effect on the financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting.  However, these inherent limitations are known
features of the financial reporting process.  Therefore, it is
possible to design into the process safeguards to reduce this risk.




In making
this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.




Inherent
in small business is the problem of segregation of
duties.   Management has added many compensating controls to
effectively reduce and minimize the risk of a material misstatement in the
Company’s financial statements.




Based on
its assessment, management has concluded that the Company's disclosure controls
and procedures and internal control over financial reporting is effective based
on those criteria.




During
the quarter ended March 31, 2010, there have been no changes to the Company’s
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.


- 38
-




PART
II: OTHER INFORMATION





ITEM
1:  LEGAL PROCEEDINGS:





The
Company is not a party to any pending legal proceeding or litigation and none of
the Company’s property is the subject of a pending legal
proceeding.





ITEM
1A:              RISK
FACTORS:





The
following are certain risk factors that could affect our business, financial
condition, operating results and cash flows.  These risk factors
should be considered in connection with evaluating the forward-looking
statements because they could cause actual results to differ materially from
those expressed in any forward-looking statement.  The risk factors
highlighted below are not the only ones we face. If any of these events actually
occur, our business, financial condition, operating results or cash flows could
be negatively affected.





1.
            THE
      COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR
      SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF IT IS
      ABLE TO ESTABLISH AN OPERATING COMPANY AT
ALL.





Currently,
the Company has no source of revenue, limited working capital and no commitments
to obtain additional financing.  The Company will require additional
working capital to carry out its exploration programs.  The Company
has no operating history upon which an evaluation of its future success or
failure can be made.  The ability to achieve and maintain
profitability and positive cash flow is dependent upon:





-
            further
      exploration of our properties and the results of that
      exploration.





-
            raising
      the capital necessary to conduct this exploration and preserve the
      Company’s Properties.





-
            raising
      capital to develop our properties, establish a mining operation, and
      operate this mine in a profitable manner if any of these activities are
      warranted by the results of our exploration programs and a feasibility
      study.





Because
the Company has no operating revenue, it expects to incur operating losses in
future periods as it continues to spend funds to explore its
properties.  Failure to raise the necessary capital to continue
exploration could cause the Company to go out of business.


- 39
-




2.
            WE
      WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER
      EXPLORATION




We will
require significant additional financing in order to continue our exploration
activities and our assessment of the commercial viability of our
properties.  There can be no assurance that we will be successful in
our efforts to raise these require funds, or on terms satisfactory to
us.  The continued exploration of current and future mineral
properties and the development of our business will depend upon our ability to
establish the commercial viability of our properties and to ultimately develop
cash flow from operations and reach profitable operations. We currently are in
an exploration stage and we have no revenue from operations and we are
experiencing significant cash outflow from operating activities.  If
we are unable to obtain additional financing, we will not be able to continue
our exploration activities and our assessment of the commercial viability of our
precious metal and mineral properties.




3.
            WE
      HAVE NO RESERVES AND WE MAY FIND THAT OUR PROPERTIES ARE NOT COMMERCIALLY
      VIABLE




Our
properties do not contain reserves in accordance with the definitions adopted by
the Securities and Exchange Commission, and there is no assurance that any
exploration programs that we undertake will establish reserves. All of our
mineral properties are in the exploration stage as opposed to the development
stage and have no known body of economic mineralization. The known
mineralization at these projects has not yet been determined, and may never be
determined to be economic. We plan to conduct further exploration activities on
our properties, which future exploration may include the completion of
feasibility studies necessary to evaluate whether a commercial mineable mineral
exists on any of our properties. There is a substantial risk that these
exploration activities will not result in discoveries of commercially
recoverable quantities of minerals. Any determination that our properties
contain commercially recoverable quantities of minerals may not be reached until
such time that final comprehensive feasibility studies have been concluded that
establish that a potential mine is likely to be economic. There is a substantial
risk that any preliminary or final feasibility studies carried out by us will
not result in a positive determination that our mineral properties can be
commercially developed.




4.
            WE
      HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE WILL
      BE PROFITABLE IN THE FUTURE.





We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable. Further, we have been dependent on sales of our equity securities
and debt financing to meet our cash requirements.  We have incurred
losses totaling approximately $15,143,084 from inception to March 31,
2010.  As of March 31, 2010, we had an accumulated deficit of
$15,143,084 and incurred losses of approximately $2,713,435 during the nine
month period ended March 31, 2010.  Further, we do not expect positive
cash flow from operations in the near term.  There is no assurance
that actual cash requirements will not exceed our estimates.  In
particular, additional capital may be required in the event that: (i) the costs
to acquire additional mineral exploration claims are more than we currently
anticipate; or (ii) exploration and or future potential mining costs for
additional claims increase beyond our expectations.


- 40
-




5.
            THE
      RISKS ASSOCIATED WITH EXPLORATION COULD CAUSE PERSONAL INJURY OR DEATH,
      ENVIRONMENTAL DAMAGE AND POSSIBLE LEGAL
  LIABILITY.





We are
not currently engaged in mining operations because we are in the exploration
phase.  However, our exploration operations could expose the Company
to liability for personal injury or death, property damage or environmental
damage. We do not presently carry property and liability
insurance.  Cost effective insurance contains exclusions and
limitations on coverage and may be unavailable in some
circumstances.





6.
            BECAUSE
      OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
      EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE
      A HIGH RISK OF BUSINESS FAILURE.





Investors
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such
enterprises.  Our prospects are further complicated by a pronounced
deterioration in equity markets and constriction in equity capital available to
finance and maintain our exploration activities.  Our likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that we plan to undertake and the difficult economy and
market volatility that we are experiencing.  Moreover, most
exploration projects do not result in the discovery of commercial mineable
deposits.





7.
            OUR
      BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
  PRICES.





Our
ability to raise capital and explore our properties and the future profitability
of those operations is directly related to the market price of certain minerals
such as silver and limestone as well as the price and availability of
cement.  The Company is negatively affected by the current decline in
commodity prices





8.
            THE
      COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
  DELAYS.





The
Company could face delays in obtaining permits to operate on the property
covered by the claims.  Such delays could jeopardize financing, if any
is available, which could result in having to delay or abandon work on some or
all of the properties.





9.
            THERE
      ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
      ABILITY TO SELL YOUR SHARES.





Our
common stock is considered a "penny stock" and the sale of our stock by you will
be subject to the "penny stock rules" of the Securities and Exchange
Commission.  The penny stock rules require broker-dealers to take
steps before making any penny stock trades in customer accounts.  As a
result, the market for our shares could be illiquid and there could be delays in
the trading of our stock which would negatively affect your ability to sell your
shares and could negatively affect the trading price of your
shares.


- 41
-


10.
            CURRENT
      LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE
  IMPACTS





The
capital and credit markets have been experiencing volatility and disruption. If
the current levels of market disruption and volatility continue or worsen, there
can be no assurance that the Company will not experience adverse effects, which
may be material. These effects may include, but are not limited to, difficulties
in raising additional capital or debt and a smaller pool of investors and
funding sources. There is thus no assurance the Company will have access to the
equity capital markets to obtain financing when necessary or
desirable.





11.
            WE
      DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE
  FUTURE.





We have
never declared or paid a dividend on our common stock. We intend to retain
earnings, if any, for use in the operation and expansion of our business and,
therefore, do not anticipate paying any dividends in the foreseeable
future.





ITEM
      2:
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS:





None.





ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES:





None.





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





None.





ITEM
      5:
            OTHER
      INFORMATION:





On
January 15, 2010, Roger M. Hall resigned as a Director and as Chief Operating
Officer of the Company.  Mr. Hall subsequently resigned as Vice
President-Exploration of IMC US.   There were no disagreements
between M. Hall and the Company with respect to the Company’s management,
policies, procedures, internal controls or public disclosure
documents.





On
October 22, 2009, Randal Ludwar resigned from his position as Chief Financial
Officer of the Company.  Mr. Ludwar will remain a member of the
Company’s Board of Directors.  There were no disagreements between Mr.
Ludwar and the Company with respect to the Company’s management, operations,
policies or financial reporting.





On
October 29, 2009, Rakesh Malhotra was appointed Chief Financial Officer of the
Company.





On April
27, 2010 the Company accepted the resignation of Joanne Hughes as Corporate
Secretary. There were no disagreements between the Company and Ms. Hughes with
respect to the management, policies, operations or financial reporting of the
Company.





On April
27, 2010 the Company appointed Anne Macko to the position of Corporate
Secretary.


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ITEM
      6:
            EXHIBITS
      AND REPORTS ON FORM 8-K





Exhibits:





(a)
            None.





(b)
            31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.





31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.





32.1
            Certificate
      of 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.




(c)
            Current
      Report on Form 8-K, “Item 5.02: Departure of Directors or Certain
      Officers; Appointment of Certain Officers,” dated April 29,
      2010




SIGNATURE





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.





INFRASTRUCTURE
      MATERIALS CORP.Dated:  May
      17, 2010
                  By:
                  /s/Anne MackoAnne
      Macko,
Secretary


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