UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM 10-Q





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


SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended March 31, 2009


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.)





1226
White Oaks Blvd., Suite 10A, Oakville, Ontario L6H 2B9


(Address
of principal executive offices including zip code)





(905) 845-1073


(Registrant’s
telephone number including area code)





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 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, 2009
was 60,198,500.










INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




March 31,
2009




(Amounts
expressed in US Dollars)




(Unaudited-Prepared
by Management)





CONTENTS





Interim
      Consolidated Balance Sheets as of March 31, 2009 and June 30,
      2008
                
                
                3Interim
      Consolidated Statements of Operations for the nine months and three months
      ended March 31, 2009 and March 31, 2008, and for the period from inception
      to March 31, 2009
                
                
                4Interim
      Consolidated Statements of Changes in Stockholders' Equity for the nine
      months ended March 31, 2009 and for the period from inception to March 31,
      2009
                
                
                5Interim
      Consolidated Statements of Cash Flows for the nine months ended March 31,
      2009 and March 31, 2008, and for the period from inception to March 31,
      2009
                
                
                6Condensed
      Notes to Interim Consolidated Financial Statements
                
                
                7 -
      28




- 2
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


March 31,
2009 and June 30, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





Mar
      31,
                              
                              
                              June
      30,2009
                              
                              
                              2008$
                              
                              
                              $(unaudited)
                              
                              
                              (audited)ASSETSCurrentCash
      and cash equivalents
                              
                              
                              1,473,471
                              
                              
                              
                              1,553,855Short
      term investments
                              
                              
                              3,105,109
                              
                              
                              
                              -Prepaid
      expenses and other receivables
                              
                              
                              137,296
                              
                              
                              
                              155,546Total
      Current Assets
                              
                              
                              4,715,876
                              
                              
                              
                              1,709,401Plant and Equipment, net
      (note 4)
                              
                              
                              1,195,511
                              
                              
                              
                              1,340,836Total
      Assets
                              
                              
                              5,911,387
                              
                              
                              
                              3,050,237LIABILITIESCurrentAccounts
      payable
                              
                              
                              92,326
                              
                              
                              
                              157,516Accrued
      liabilities
                              
                              
                              84,088
                              
                              
                              
                              192,886Total
      Liabilities
                              
                              
                              176,414
                              
                              
                              
                              350,402Commitments and
      Contingencies (note 9)Related Party
      Transactions (note 10)STOCKHOLDERS'
      EQUITYCapital
      Stock (note 6)Class
      ‘A’ Convertible Preferred stock, $0.0001 par value, 50,000,000 shares
      authorized, Nil issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 60,198,500 issued
      and outstanding
                              
                              
                              6,020
                              
                              
                              
                              4,379Additional
      Paid-in Capital
                              
                              
                              17,112,124
                              
                              
                              
                              10,738,801Deferred
      Stock Compensation (note 8)
                              
                              
                              (468,750
                              )
                              
                              
                              (1,312,500
                              )Deficit
      Accumulated During the Exploration Stage
                              
                              
                              (10,914,421
                              )
                              
                              
                              (6,730,845
                              )Total
      Stockholders' Equity
                              
                              
                              5,734,973
                              
                              
                              
                              2,699,835Total Liabilities and
      Stockholders' Equity
                              
                              
                              5,911,387
                              
                              
                              
                              3,050,237





See
Condensed notes to the Interim Financial Statements





- 3
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Operations


For the
nine months and three months ended March 31, 2009 and March 31, 2008 and the
Period from Inception (June 3, 1999) to March 31, 2009


(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
                                                                                  
                                                                                  
                                                                                  Mar 31,
                                                                                  
                                                                                  
                                                                                  Mar 31,
                                                                                  
                                                                                  
                                                                                  Mar 31,
                                                                                  
                                                                                  
                                                                                  Mar 31,inception
                                                                                  
                                                                                  
                                                                                  2009
                                                                                  
                                                                                  
                                                                                  2008
                                                                                  
                                                                                  
                                                                                  2009
                                                                                  
                                                                                  
                                                                                  2008$
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  $Operating
      ExpensesGeneral
      and administration
                                                                                  
                                                                                  
                                                                                  5,022,635
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,546,640
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,189,262
                                                                                  
                                                                                  
                                                                                  
                                                                                  695,496
                                                                                  
                                                                                  
                                                                                  
                                                                                  472,568Project
      expenses
                                                                                  
                                                                                  
                                                                                  5,486,214
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,513,963
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,165,499
                                                                                  
                                                                                  
                                                                                  
                                                                                  316,785
                                                                                  
                                                                                  
                                                                                  
                                                                                  409,490Amortization
                                                                                  
                                                                                  
                                                                                  657,298
                                                                                  
                                                                                  
                                                                                  
                                                                                  160,109
                                                                                  
                                                                                  
                                                                                  
                                                                                  186,587
                                                                                  
                                                                                  
                                                                                  
                                                                                  53,776
                                                                                  
                                                                                  
                                                                                  
                                                                                  62,237Total
      Operating Expenses
                                                                                  
                                                                                  
                                                                                  11,166,147
                                                                                  
                                                                                  
                                                                                  
                                                                                  4,220,712
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,541,348
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,066,057
                                                                                  
                                                                                  
                                                                                  
                                                                                  944,295Loss
      from Operations
                                                                                  
                                                                                  
                                                                                  (11,166,147
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (4,220,712
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,541,348
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,066,057
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (944,295
                                                                                  )Interestincome
                                                                                  
                                                                                  
                                                                                  342,179
                                                                                  
                                                                                  
                                                                                  
                                                                                  37,136
                                                                                  
                                                                                  
                                                                                  
                                                                                  89,616
                                                                                  
                                                                                  
                                                                                  
                                                                                  10,824
                                                                                  
                                                                                  
                                                                                  
                                                                                  18,395Interest
                                                                                  
                                                                                  
                                                                                  (90,453
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (20,839
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Loss
      before Income Taxes
                                                                                  
                                                                                  
                                                                                  (10,914,421
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (4,183,576
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,472,571
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,055,233
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (925,900
                                                                                  )Provision
      for income taxes
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Net
      Loss
                                                                                  
                                                                                  
                                                                                  (10,914,421
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (4,183,576
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (2,472,571
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (1,055,233
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (925,900
                                                                                  )Loss
      per Weighted Average Numberof
      Shares Outstanding-Basic
      and Fully Diluted
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (0.08
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (0.06
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (0.02
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (0.02
                                                                                  )Basic
      Weighted Average Numberof
      Shares Outstanding During the Periods-Basic
      and Fully Diluted
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  51,626,455
                                                                                  
                                                                                  
                                                                                  
                                                                                  40,069,823
                                                                                  
                                                                                  
                                                                                  
                                                                                  55,510,585
                                                                                  
                                                                                  
                                                                                  
                                                                                  43,606,998





See
Condensed notes to the Interim Financial Statements





- 4
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Financial Statements of Changes in Stockholders’
Equity


From
Inception (June 3, 1999) to March 31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





DeficitAccumulatedCommon Stock
                                                    
                                                    
                                                    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
                                                    
                                                    
                                                    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 lieu of commission for placement of common
      shares and convertible debentures
                                                    
                                                    
                                                    1,064,000
                                                    
                                                    
                                                    
                                                    106
                                                    
                                                    
                                                    
                                                    265,894
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    266,000Common
      shares issued for acquisition of interests in mineral
    claims
                                                    
                                                    
                                                    3,540,600
                                                    
                                                    
                                                    
                                                    354
                                                    
                                                    
                                                    
                                                    884,796
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    885,150Common
      shares issued for acquisition of interests in mineral
    claims
                                                    
                                                    
                                                    1,850,000
                                                    
                                                    
                                                    
                                                    185
                                                    
                                                    
                                                    
                                                    462,315
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    462,500Common
      shares issued for acquisition of interests in a refinery
                                                    
                                                    
                                                    88,500
                                                    
                                                    
                                                    
                                                    9
                                                    
                                                    
                                                    
                                                    22,116
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    22,125Common
      shares issued for purchase of a 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 with accrued interest
                                                    
                                                    
                                                    7,186,730
                                                    
                                                    
                                                    
                                                    719
                                                    
                                                    
                                                    
                                                    3,590,801
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,591,520Common
      shares issued for acquisition ofinterests
      in mineral claims
                                                    
                                                    
                                                    175,000
                                                    
                                                    
                                                    
                                                    18
                                                    
                                                    
                                                    
                                                    104,982
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    105,000Common
      stock issued to a consultant
                                                    
                                                    
                                                    100,000
                                                    
                                                    
                                                    
                                                    10
                                                    
                                                    
                                                    
                                                    57,990
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    58,000Amortization
      of deferred stock compensation
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    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 a subsidiary
                                                    
                                                    
                                                    397,024
                                                    
                                                    
                                                    
                                                    40
                                                    
                                                    
                                                    
                                                    31,722
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    31,762Common
      shares issued on warrant exercises
                                                    
                                                    
                                                    8,900,907
                                                    
                                                    
                                                    
                                                    890
                                                    
                                                    
                                                    
                                                    2,224,337
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    2,225,227Stock
      based compensation
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    701,475
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    701,475Amortization
      of deferred stock compensation
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    843,750
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    843,750Net
      loss for the nine month period
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (4,183,576
                                                    )
                                                    
                                                    
                                                    (4,183,576
                                                    )Balance
      March 31, 2009 (unaudited)
                                                    
                                                    
                                                    60,198,500
                                                    
                                                    
                                                    
                                                    6,020
                                                    
                                                    
                                                    
                                                    17,112,124
                                                    
                                                    
                                                    
                                                    (468,750
                                                    )
                                                    
                                                    
                                                    (10,914,421
                                                    )
                                                    
                                                    
                                                    5,734,973




See
Condensed notes to the Interim Financial Statements





- 5
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Cash Flows


For the
nine months ended March 31, 2009 and March 31, 2008


and for
the period from Inception (June 3, 1999) to March 31, 2009.


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





CumulativeSince
                                    
                                    
                                    Mar
      31,
                                    
                                    
                                    Mar
      31,Inception
                                    
                                    
                                    2009
                                    
                                    
                                    2008Cash
      Flows from Operating ActivitiesNet
      loss
                                    
                                    
                                    (10,914,421
                                    )
                                    
                                    
                                    (4,183,576
                                    )
                                    
                                    
                                    (2,472,571
                                    )Adjustment
      for:Amortization
                                    
                                    
                                    657,298
                                    
                                    
                                    
                                    160,109
                                    
                                    
                                    
                                    186,587Amortization
      of debt issuance cost
                                    
                                    
                                    247,490
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    82,555Stock
      based compensation
                                    
                                    
                                    870,773
                                    
                                    
                                    
                                    701,475
                                    
                                    
                                    
                                    104,193Shares
      issued for mineral claims, as part of project expenses
                                    
                                    
                                    1,452,650
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    105,000Shares
      issued for consultant services expensed
                                    
                                    
                                    1,882,750
                                    
                                    
                                    
                                    887,250
                                    
                                    
                                    
                                    670,750Shares
      issued on acquisition of subsidiary
                                    
                                    
                                    31,762
                                    
                                    
                                    
                                    31,762Interest
      on convertible debentures
                                    
                                    
                                    90,453
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    20,838Changes
      in non-cash working capitalPrepaid
      expenses
                                    
                                    
                                    (137,296
                                    )
                                    
                                    
                                    18,250
                                    
                                    
                                    
                                    (19,489
                                    )Accounts
      payable
                                    
                                    
                                    92,326
                                    
                                    
                                    
                                    (65,190
                                    )
                                    
                                    
                                    46,466Accrued
      liabilities
                                    
                                    
                                    84,529
                                    
                                    
                                    
                                    (108,798
                                    )
                                    
                                    
                                    (73,865
                                    )Net
      cash used in operating activities
                                    
                                    
                                    (5,641,686
                                    )
                                    
                                    
                                    (2,558,718
                                    )
                                    
                                    
                                    (1,349,536
                                    )Cash
      Flows from Investing ActivitiesDecrease
      (Increase) in Short-term investments
                                    
                                    
                                    (3,105,109
                                    )
                                    
                                    
                                    (
      3,105,109
                                    )
                                    
                                    
                                    1,124,059Acquisition
      of plant and equipment for cash
                                    
                                    
                                    (89,268
                                    )
                                    
                                    
                                    (14,784
                                    )
                                    
                                    
                                    (5,710
                                    )Proceeds
      from sale of plant and equipment
                                    
                                    
                                    2,500Net
      cash provided (used) in investing activities
                                    
                                    
                                    (3,191,877
                                    )
                                    
                                    
                                    (3,119,893
                                    )
                                    
                                    
                                    1,118,349Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                                    
                                    
                                    4,790,740
                                    
                                    
                                    
                                    3,520,000
                                    
                                    
                                    
                                    -Issuance
      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
                                    
                                    
                                    
                                    5,598,227
                                    
                                    
                                    
                                    -Net
      Change in Cash
                                    
                                    
                                    1,473,471
                                    
                                    
                                    
                                    (80,384
                                    )
                                    
                                    
                                    (231,187
                                    )Cash-
      beginning of period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,553,855
                                    
                                    
                                    
                                    2,639,256Cash
      - end of period
                                    
                                    
                                    1,473,471
                                    
                                    
                                    
                                    1,473,471
                                    
                                    
                                    
                                    2,408,069Supplemental
      Cash Flow InformationInterest
      paid
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Income
      taxes paid
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -





See
Condensed notes to the Interim Financial Statements





- 6
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




1.
            Basis
      of Presentation




The
accompanying unaudited consolidated financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of recurring accruals) considered necessary for fair presentation
have been included.  Operating results for the interim period are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2009. Interim financial statements should be read in conjunction with
the company’s annual audited financial statements.





On
December 1, 2008, Infrastructure Materials Corp. (the “Company”) amended its
Certificate of Incorporation to change its name to “Infrastructure Materials
Corp.” from “Silver Reserve Corp”. The name change was effected pursuant to
Section 253 of the Delaware General Corporation Law by merging a
wholly-owned subsidiary (formed for the purpose of implementing the name change)
into the Company.  The Company was the surviving corporation and, in
connection with the merger, it amended its Certificate of Incorporation to
change its name to Infrastructure Materials Corp. pursuant to the Certificate of
Ownership and Merger filed with the Secretary of State of the State of Delaware
on December 1, 2008.





On
December 18, 2008 the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name “Silver Reserve Corp.” and assigned
all of the silver/base metal projects to this subsidiary.





The
interim consolidated financial statements include the accounts of the Company
and its subsidiaries, Infrastructure Materials Corp US and Silver Reserve
Corp.  All material inter-company accounts and transactions have been
eliminated.





- 7
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




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
$10,914,421 from inception to March 31, 2009.  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 prior year as stock subscription) 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.





3.
            Nature
      of Operations





The
Company was incorporated on June 3, 1999 as 54836 Corp. under the laws of the
State of Delaware.  On April 10, 2006, 54836 Corporation changed its
name to “Silver Reserve Corp.” The Company acquired fifteen claim groups in the
State of Nevada covering 853 claims that have the potential for the development
of a precious or base metal resource.  The Company undertook
exploration of these claims throughout 2008.





- 8
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





3.
            Nature
      of Operations - Cont.





In
November of 2008, the Company substantially changed its business focus to the
exploration and development of cement grade limestone properties, also located
in the States of Nevada and Idaho.  The Company acquired
Infrastructure Materials Corp US (“IMC US”), a Nevada Corporation, pursuant to a
Share Exchange Agreement (the “Agreement”) between the Company, IMC US and Todd
D. Montgomery dated as of November 7, 2008. Mr. Montgomery was the sole
shareholder of IMC US in addition to serving as the Company’s Chief
Executive Officer and as a member of its Board of Directors.  The Agreement
was approved by the disinterested members of the Company’s Board of Directors on
November 6, 2008.  Under the terms of the 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 at agreed price of $0.50 per share. The
transaction is measured at the fair value, being the market value of the equity
instruments delivered on the transaction date. The fair value of 397,024 shares
issued was measured at $31,762.





IMC US
controls nine limestone Projects made up of 1405 mineral claim covering 29,240
acres and has leased 100% of the Mineral Rights on an additional 1,120 acres and
50% of the Mineral Rights on 6,720 acres.  During the period covered
by this report the Company added 99 claims to the Morgan Hill Project and staked
an additional 163 claims known as the Royal Project.  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 1, 2008, the Company amended its Certificate of Incorporation to change
its name  from “Silver Reserve Corp.” to “Infrastructure Materials
Corp.”





The
Company operates with the intent of exploration and extraction of limestone,
silver and other metals in the States of Nevada and Idaho.





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 mining properties. Mineral property exploration costs are
expensed as incurred.  Mineral property payments are capitalized only
if the Company is able to allocate any economic value beyond proven and probable
reserves. 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.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense. All costs associated with a property that has the potential to
add to the Company’s proven and probable reserves are expensed until a final
feasibility study demonstrating the existence of proven and probable reserves is
completed.  No costs have been capitalized in the periods covered by
these financial statements. Once capitalized, such costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.





- 9
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





3.
            Nature
      of Operations-Cont’d




Mineral
property acquisition costs will also be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development expenditures. Mineral
property payments are expensed as incurred if the criteria for capitalization is
not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed. To date the Company has
not established any proven or probable reserves on its mineral
properties.





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





- 10
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





4.
            Plant
      and Equipment, Net-Cont’d





March
      31, 2009
                              
                              
                              Accumulated
                              
                              
                              June
      30, 2008
                              
                              
                              AccumulatedCost
                              
                              
                              Depreciation
                              
                              
                              Cost
                              
                              
                              Depreciation$
                              
                              
                              $
                              
                              
                              $
                              
                              
                              $Office,
      furniture and fixtures
                              
                              
                              18,325
                              
                              
                              
                              7,867
                              
                              
                              
                              17,573
                              
                              
                              
                              6,036Computer
      equipment
                              
                              
                              6,571
                              
                              
                              
                              3,066
                              
                              
                              
                              6,408
                              
                              
                              
                              2,049Leasehold
      improvements
                              
                              
                              16,230
                              
                              
                              
                              13,462
                              
                              
                              
                              16,230
                              
                              
                              
                              9,405Plant
      and Machinery
                              
                              
                              1,514,511
                              
                              
                              
                              514,600
                              
                              
                              
                              1,514,511
                              
                              
                              
                              387,851Tools
                              
                              
                              6,724
                              
                              
                              
                              2,998
                              
                              
                              
                              5,781
                              
                              
                              
                              2,186Vehicles
                              
                              
                              76,406
                              
                              
                              
                              21,084
                              
                              
                              
                              63,481
                              
                              
                              
                              12,566Consumables
                              
                              
                              64,197
                              
                              
                              
                              52,494
                              
                              
                              
                              64,197
                              
                              
                              
                              45,473Molds
                              
                              
                              900
                              
                              
                              
                              534
                              
                              
                              
                              900
                              
                              
                              
                              427Mobile
      Equipment
                              
                              
                              73,927
                              
                              
                              
                              31,763
                              
                              
                              
                              73,927
                              
                              
                              
                              24,323Factory
      Buildings
                              
                              
                              74,849
                              
                              
                              
                              9,261
                              
                              
                              
                              74,849
                              
                              
                              
                              6,7051,852,640
                              
                              
                              
                              657,129
                              
                              
                              
                              1,837,857
                              
                              
                              
                              497,021Net
      carrying amount
                              
                              
                              
                              
                              
                              
                              1,195,511
                              
                              
                              
                              1,340,836Amortization
      charges
                              
                              
                              
                              
                              
                              
                              160,109
                              
                              
                              
                              249,842




5.
            Convertible
      Debentures




During
the years ended June 30, 2006 and June 30, 2007, the Company issued convertible
debentures for $1,020,862 and $2,480,205 respectively, for a total of
$3,501,067.  During the quarter ended December 31, 2007, 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 of the Company’s common stock (a “Share”)
and a warrant to purchase a Share at a purchase 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.





- 11
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





The
convertible debentures had a maturity of December 31, 2007 and an interest rate
of 2% per annum.  Pursuant to the terms of the convertible debentures,
the Company had the option of paying interest in shares or in
cash.  The Company elected to pay interest in Shares, which were
restricted upon issuance.  An aggregate of 184,596 Shares were issued
upon the conversion of the convertible debentures as payment of interest
converted at one share for each $0.49 of interest. The Shares issued upon
conversion of the convertible debentures and the Shares underlying the warrants
were subject to “lock-up” agreements limiting the re-sale of the Shares
following exercise.  All such restrictions have expired.




- 12
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.
            Issuance
      of common shares and warrants




Year ended June 30,
2008





Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company will pay Brehnam 1,500,000 restricted Shares to
be earned in equal installments of 375,000 Shares on December 1, 2007, June 1,
2008, December 1, 2008 and June 1, 2009.  The said 1,500,000 Shares
were tendered in one certificate upon execution of the agreement and Brehnam is
deemed to have possession of all of the Shares.  Brehnam must return
any unearned Shares if the agreement is terminated early.





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company will pay Costa 1,500,000 restricted Shares to be earned in equal
installments of 375,000 Shares on December 1, 2007, June 1, 2008, December 1,
2008 and June 1, 2009.  The said 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and Costa is deemed to have
possession of all of the Shares.  The Costa must return any unearned
Shares if the agreement is terminated early.





During
the three-month period ended December 31, 2007, 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 a purchase 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
convertible debentures had a maturity of December 31, 2007 and an interest rate
of 2% per annum.  Pursuant to the terms of the convertible debentures,
the Company had the option of paying interest in Shares or in
cash.  The Company elected to pay interest in Shares, which were
restricted upon issuance.  An aggregate of 184,596 shares were issued
upon the conversion of the convertible debentures as payment of interest
converted at one Share for each $0.49 of interest.





The
Company entered into an asset purchase agreement with Roger Hall, effective as
of February 15, 2008, to acquire a 100% interest in certain mineral claims
located in Nye County, Nevada that were owned by Mr. Hall.  Upon closing of
the Agreement, the Company issued to Mr. Hall 175,000 shares of the Company’s
common stock valued at $105,000 and paid him $5,000 as consideration for the
mineral claims.  Mr. Hall is the Company’s Chief Operating Officer and a
member of its Board of Directors.  The Agreement was approved by the
disinterested members of the Company’s Board of Directors.  The
Company does not consider the claims purchased to be material assets at this
time and expensed this cost to project expense.  The Company’s assessment
may change after exploration of the claims.





- 13
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.
            Issuance
      of common shares and
warrants-cont’d





On March
12, 2008 the Company entered into an agreement effective as of March 3, 2008,
with Endeavor Holdings, Inc. (“Endeavor”) pursuant to which Endeavor was
retained to provide general marketing and business consulting services to the
Company for a period of 12 months.  Under the terms of the agreement, the
Company is required to issue to Endeavor 25,000 Shares and $5,000 each month
during the term of the agreement.  The Company issued 100,000 restricted
common shares valued at $58,000 prior to June 30, 2008.




Three month period ended
September 30, 2008





On August
22, 2008, the Company completed private placements of “Units” at $0.50 per Unit
from accredited investors for 7,040,000 Units.   Each Unit
consists of One Common Share and one half a common share purchase
warrant.  Each full warrant entitles the holder to purchase one common
share at $0.75 on or before September 1, 2010.  The private placement
was exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to an exemption afforded by Regulation S promulgated
thereunder (“Regulation S”).  All of the investors were non-U.S.
Persons. 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
Company issued 25,000 common shares to Endeavor Holdings on each of July 1,
August 1 and September 1 of 2008 for a total of 75,000 common shares valued at
$43,500 in accordance with the terms of the contract that became effective March
3, 2008.  Effective as of October 1, 2008 the Company terminated its
contract with Endeavor Holdings, Inc.





Three month period ended
December 31, 2008





On August
12, 2008, the Company announced that it entered into a non-binding letter
of intent (the “LOI”) dated as of August 12, 2008 to acquire IMC US as a
wholly-owned subsidiary.  The Company completed the acquisition
of all of the outstanding shares of IMC US 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.





- 14
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.
            Issuance
      of common shares and
warrants-cont’d





Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 Shares of
the Company at an agreed value of $0.50 per Share which was accounted at the
fair value on the date of transaction, in exchange for all of the outstanding
shares of IMC US.  The transaction is measured at the fair value,
being the market value of the equity instruments delivered on the transaction
date.  The fair value of 397,024 Shares issued 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 has expensed this cost to project expense.  The Company’s assessment of
the claims may change after exploration of the claims.





Three month period endedMarch31, 2009





During
the three month period ended March 31, 2009, the Company received an election to
purchase 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
provided that the exercise price be reduced from $0.75 per Share 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 to purchase convertible debentures as part of the
commission due 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
the original expiry of June 30, 2007 to December 31, 2007 and further
extended to December 31, 2008 and further extended to December 31,
2009.





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 a purchase 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 a resolution
of the Board of Directors on June 18, 2008.




- 15
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.
            Issuance
      of common shares and
warrants-cont’d





Three month period ended
September 30, 2008





On August
22, 2008, the Company completed the private placements of 7,040,000 “Units” at
$0.50 per Unit with accredited investors.   Each one Unit
consists of one common share and one half of a common share purchase
warrant.  Each full warrant entitles the holder to purchase one share
at $0.75 on or before September 1, 2010.  The private placement was
exempt from registration under the Securities Act pursuant to an exemption
afforded by Regulation S. All of the investors were non-U.S. Persons and
executed subscription agreements containing the representations and covenants
required for the exemption under Regulation S.  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 September 1, 2010.





Three month period ended
December 31, 2008





On
December 11, 2008, the Board of Directors approved a resolution which reduced
the exercise price of all unexercised warrants from $0.75 per Share to $0.25 per
Share, only if the warrants are exercised prior to February 28,
2009.





Three month period endedMarch 31,
2009





During
the three month period ended March 31, 2009, the Company received an election to
purchase 8,900,907 common 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
provided that the exercise price be reduced from $0.75 per share 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 common shares.




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 common 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.





- 16
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




7.
            Stock
      Based Compensation-Cont’d




Ninemonths endedMarch31, 2009





On August
7, 2008, the Board granted stock options to Kim Fraser to purchase 50,000 shares
each at an exercise price of $0.46 per share and for a term of 5 years. These
options were granted in accordance with the terms of the Company’s 2006 Stock
Option Plan and vested at the rate of 1/12 each month until fully
vested.  On September 12, 2008 the Company cancelled the unvested
options.  The time allotted under the 2006 Stock Option Plan for Ms.
Fraser to exercise the vested options has expired.





On April
2, 2008 the Board had granted options to two newly appointed officers to
purchase 200,000 Shares each at an exercise price of $0.35 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.  Due to the resignation of one officer on July 31, 2008,
150,000 unvested options were forfeited. Further, due to the resignation of the
other officer on December 31, 2008, 66,667 unvested options were
forfeited.





On
December 11, 2008 the Board granted options to three directors to purchase
400,000 common shares each; three directors to purchase 50,000 common shares
each; one consultant to purchase 400,000 common shares; one consultant to
purchase 100,000 common shares; one consultant to purchase 50,000 common shares
and two consultants to purchase 25,000 common shares each for a total of
1,950,000 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 have a
term of five years.




- 17
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





7.
            Stock
      Based Compensation-Cont’d




On
December 11, 2008, the Board granted options to two consultants to purchase
50,000 common shares each 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
December 11, 2008, 250,000 options that had been issued to the President on June
23, 2008 at an exercise price of $0.52 per share were cancelled.





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,950,000 outstanding options which had earlier been issued at $0.50 to the
holders of 1,900,000 options and at $0.60 to the holder of 50,000 options to a
new exercise price of $0.30 per share, with all other terms of the original
grant remaining the same. This reduction in exercise price relates to 250,000
options each issued to six directors on April 10, 2007; 250,000 options issued
to a consultant on April 10, 2007; 50,000 options each issued to two consultants
on April 10, 2007; 50,000 options issued to one consultant on April 17, 2007 and
50,000 options issued to one consultant on January 24, 2008.





On
January 1, 2009, the Board granted options to one consultant to purchase 300,000
common shares 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 50,000 each month commencing January 1, 2009
until fully vested. These options expire on January 1, 2014.





On
February 3, 2009, the Board granted options to two contract employees to
purchase 50,000 and 100,000 common shares respectively, for a total of 150,000
common shares at an exercise price of $0.31 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, 2009, the Company recognized in the financial
statements, stock-based compensation costs as per the following details. 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 expected term the option is 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.





- 18
-


INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 March
31, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)





7.
            Stock
      Based Compensation-Cont’d





Date of grant
                                                                              
                                                                              10-Apr
                                                                              
                                                                              17-Apr
                                                                              
                                                                              24-Jan
                                                                              
                                                                              2-Apr
                                                                              
                                                                              23-Jun
                                                                              
                                                                              7-Aug
                                                                              
                                                                              11-Dec
                                                                              
                                                                              11-Dec
                                                                              
                                                                              11-Dec
                                                                              
                                                                              19-Dec
                                                                              
                                                                              
                                                                              1-Jan
                                                                              
                                                                              
                                                                              3-Feb2007
                                                                              
                                                                              2007
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              2008
                                                                              
                                                                              
                                                                              2009
                                                                              
                                                                              
                                                                              2009
                                                                              
                                                                              
                                                                              TotalRisk
      free rate
                                                                              
                                                                              
                                                                              4.50
                                                                              %
                                                                              
                                                                              4.50
                                                                              %
                                                                              
                                                                              5.00
                                                                              %
                                                                              
                                                                              5.00
                                                                              %
                                                                              
                                                                              5.00
                                                                              %
                                                                              
                                                                              5.00
                                                                              %
                                                                              
                                                                              2.95
                                                                              %
                                                                              
                                                                              2.95
                                                                              %
                                                                              
                                                                              2.95
                                                                              %
                                                                              
                                                                              2.95
                                                                              %
                                                                              
                                                                              
                                                                              2.95
                                                                              %
                                                                              
                                                                              
                                                                              2.95
                                                                              %Volatility
      factor
                                                                              
                                                                              
                                                                              50
                                                                              %
                                                                              
                                                                              50
                                                                              %
                                                                              
                                                                              50
                                                                              %
                                                                              
                                                                              90.86
                                                                              %
                                                                              
                                                                              111.64
                                                                              %
                                                                              
                                                                              112.99
                                                                              %
                                                                              
                                                                              149.96
                                                                              %
                                                                              
                                                                              149.96
                                                                              %
                                                                              
                                                                              149.96
                                                                              %
                                                                              
                                                                              166.69
                                                                              %
                                                                              
                                                                              
                                                                              168.45
                                                                              %
                                                                              
                                                                              
                                                                              170.57
                                                                              %Expected
      dividends
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              -Forfeiture
      rate
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              0
                                                                              %
                                                                              
                                                                              
                                                                              -Expected
      life
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              5
      years
                                                                              
                                                                              1-4
      years
                                                                              
                                                                              
                                                                              5
      years
                                                                              
                                                                              
                                                                              5
      years
                                                                              
                                                                              
                                                                              
                                                                              -Exercise
      price
                                                                              
                                                                              $
                                                                              0.50
                                                                              
                                                                              $
                                                                              0.50
                                                                              
                                                                              $
                                                                              0.60
                                                                              
                                                                              $
                                                                              0.35
                                                                              
                                                                              $
                                                                              0.52
                                                                              
                                                                              $
                                                                              0.46
                                                                              
                                                                              $
                                                                              0.15
                                                                              
                                                                              $
                                                                              0.25
                                                                              
                                                                              $
                                                                              0.25
                                                                              
                                                                              $
                                                                              0.30
                                                                              
                                                                              
                                                                              $
                                                                              0.15
                                                                              
                                                                              
                                                                              $
                                                                              0.31
                                                                              
                                                                              
                                                                              
                                                                              -Total
      number of options granted
                                                                              
                                                                              
                                                                              1,850,000
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              400,000
                                                                              
                                                                              
                                                                              250,000
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              1,950,000
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              50,000
                                                                              
                                                                              
                                                                              1,950,000
                                                                              
                                                                              
                                                                              
                                                                              300,000
                                                                              
                                                                              
                                                                              
                                                                              150,000
                                                                              
                                                                              
                                                                              
                                                                              7,100,000Grant
      date fair value
                                                                              
                                                                              $
                                                                              0.07
                                                                              
                                                                              $
                                                                              0.07
                                                                              
                                                                              $
                                                                              0.29
                                                                              
                                                                              $
                                                                              0.25
                                                                              
                                                                              $
                                                                              0.42
                                                                              
                                                                              $
                                                                              0.38
                                                                              
                                                                              $
                                                                              0.14
                                                                              
                                                                              $
                                                                              0.13
                                                                              
                                                                              $
                                                                              0.45
                                                                              
                                                                              $
                                                                              0.18-$0.27
                                                                              
                                                                              
                                                                              $
                                                                              0.14
                                                                              
                                                                              
                                                                              $
                                                                              0.29
                                                                              
                                                                              
                                                                              
                                                                              -Total
      number of options cancelled/forfeited
                                                                              
                                                                              
                                                                              (1,850,000
                                                                              )*
                                                                              
                                                                              (50,000
                                                                              )*
                                                                              
                                                                              (50,000
                                                                              )*
                                                                              
                                                                              (216,667
                                                                              )
                                                                              
                                                                              (250,000
                                                                              )
                                                                              
                                                                              (50,000
                                                                              )
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              (2,466,667
                                                                              )Stock-based
      compensation cost expensed during the nine month period ended Mar 31,
      2009
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              $
                                                                              7,038
                                                                              
                                                                              $
                                                                              29,561
                                                                              
                                                                              $
                                                                              46,088
                                                                              
                                                                              $
                                                                              1,564
                                                                              
                                                                              $
                                                                              75,393
                                                                              
                                                                              $
                                                                              2,025
                                                                              
                                                                              $
                                                                              1,997
                                                                              
                                                                              $
                                                                              509,217
                                                                              
                                                                              
                                                                              $
                                                                              21,250
                                                                              
                                                                              
                                                                              $
                                                                              7,342
                                                                              
                                                                              
                                                                              
                                                                              701,475Unexpended
      Stock-based compensation cost deferred over the vesting
    period
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              $
                                                                              191,776
                                                                              
                                                                              $
                                                                              4,633
                                                                              
                                                                              $
                                                                              20,304
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              $
                                                                              21,250
                                                                              
                                                                              
                                                                              $
                                                                              36,708
                                                                              
                                                                              
                                                                              $
                                                                              274,671





· Options
originally issued on April 10, 2007 and January 24, 2008 with an exercise price
of $0.50 and $0.60 respectively were cancelled and reissued with an exercise price of $0.30 on December 19, 2008
with all other terms of the original grant remaining the
same.





- 19
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





The
following table summarizes the options outstanding as at March 31,
2009:





Outstanding,
      beginning of year
                        
                        
                        2,600,000Granted/re-issued
                        
                        
                        4,500,000
                        *Forfeited/Cancelled
                        
                        
                        (2,466,667
                        )*Outstanding
      at March 31, 2009
                        
                        
                        4,633,333





*
Includes 1,950,000 options which were cancelled and reissued as a result of the
Company reducing the exercise price to $0.30 per share.





As of
March 31, 2009, there was $274,671 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, 2009 was
$701,475.




8.
            Deferred
      Stock Compensation





The
Company issued 1,500,000 restricted common shares each to two consultants, for a
total of 3,000,000 common shares valued at $2,250,000.  The Company
expensed proportionate consulting expenses of $937,500 during the year ended
June 30, 2008 and $843,750 during the nine month period ended March 31, 2009 and
the balance of $468,750 is reflected as a deferred stock compensation expense
under shareholders’ equity in the balance sheet.





- 20
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(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.  Our
interest was acquired 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.





On August
20, 2008 the Company terminated the Option Agreement on the Como Claim Group
entered into on August 21, 2006 and entered into a new agreement with the
Optionee covering 87 mineral claims included in the original option. In the new
agreement, the Company paid for the annual sustaining fees on 12 claims optioned
in the original August 21, 2006 agreement and granted the Optionee a 1% NSR
royalty on the 87 claims covered by the new agreement.  The Company
does not intend to maintain these claims and will not pay the BLM the sustaining
fees due on August 31, 2009.





Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company will pay Brehnam 1,500,000 restricted Shares to
be earned in equal installments of 375,000 shares on December 1, 2007, June 1,
2008, December 1, 2008 and June 1, 2009.  The said 1,500,000 Shares
were tendered in one certificate upon execution of the agreement and are deemed
to be in Brenham’s possession. Brenham must return any unearned Shares if the
agreement is terminated early.





- 21
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies-Cont’d





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company will pay Costa 1,500,000 restricted Shares to be earned in equal
installments of 375,000 shares on December 1, 2007, June 1, 2008, December 1,
2008 and June 1, 2009.  The said 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and are deemed to be in Costa’s
possession.  Costa must return any unearned Shares if the agreement is
terminated early.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
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 will be carried out in
twelve stages over the next three years.  The Company is required to
authorize in writing each stage of the work before the work
proceeds.





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos &
Associates to facilitate completing an exploration drilling “Notice of Intent”
and plan 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.





- 22
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies-Cont’d




On May 1,
2008 the Company entered into a one year renewable contract with Lance Capital
Ltd. for consulting and corporate administrative services with compensation at a
rate of $12,500 per month.  The monthly fee was reduced to $10,000 per
month in December, 2008 and was further reduced to $7,500 per month in February,
2009.





On May
20, 2008, the Company entered into an option agreement (the “Option Agreement”)
with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
mineral claims located in Elko County, Nevada and known as the “Medicine
Claims.”  During the term of the Option Agreement, the Company has the
exclusive right to explore and develop, if warranted, the Medicine
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. 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
Medicine Claims.  Pursuant to the Option Agreement, the Medicine 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 Medicine 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 Medicine Claims to be material
assets at this time; however this assessment may change upon further
exploration.





Effective
June 1, 2008, the Company entered into a consulting contract with a geologist
expiring December 31, 2008.  The contract will be automatically
renewed after December 31, 2008, subject to any mutually agreed changes in the
hourly fees for services, unless terminated by either party.  The
Company will compensate at the rate of $200 per day for the first 30 days, $225
per day during days 30 to 90 days and $275 per day during days 90 to December
31, 2008. Either part may
terminate this contract with or without cause on thirty days written notice.On December 1, 2008 the Company agreed to an amendment of the agreement
with the following changes:





- 23
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies-Cont’d





1.
            The
      Engagement shall be under the direction of Roger Hall who will establish
      the number of day to be worked and functions to be carried
      out.




2.
            The
      Term of the renewal shall be 12 months expiring on December 31, 2009 and
      shall automatically renew on the same terms and conditions (including any
      permitted modification thereof that may take place during the Term),
      subject to the termination provisions contained in the original
      Agreement.




3.
            The
      Payment during the renewal period shall be $275 per day and the Company
      agrees to conduct a review of the daily rate on March 31, 2009 to
      determine if any change in the daily rate is warranted.  No
      change was made in the rate of pay as of March 31,
  2009.





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 (the
“Consulting Agreement”) with a corporation that is controlled by Mr. Douglas.
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 the corporation a fee of $8,500 per month. The Company’s board
of directors will review the performance of Mr. Douglas at six-month intervals
and may adjust compensation based upon said reviews.





On
December 8, 2008, the Company’s wholly owned subsidiary, Infrastructure
Materials Corp US, entered into a Mineral Lease Agreement (the “Lease
Agreement”) with Earl Edgar Mineral Trust (the “Lessor”) to lease certain
mineral rights in Elko County, in the State of Nevada.  The term of
the Lease Agreement is ten (10) years and will automatically renew on the same
terms and conditions for additional ten-year periods, provided the Company is
conducting exploration, development or mining either on the surface or
underground on the property.  The rent shall be paid each year on
January 1st





- 24
-







INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies-Cont’d





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 Lease
      Agreement.





The Lease
Agreement covers 100% of the mineral rights on 1,120 acres (“Property A”) and
50% of the mineral rights on 6,740 acres (“Property B”)





The
Lessor 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 Lease Agreement and any renewal
thereof.





Effective
as of January 1, 2009, the Company entered into a Consulting Agreement with
Scott Koyich (the “Consultant”) to provide consulting services with respect to
financial public relations, business promotion, business growth and development
for a term of six months.  The Consultant shall be paid $5,000 per
month for his services during the term of the Agreement.  Either party
may terminate the Agreement on 30 days notice.  In addition, the
Company granted the Consultant an option to acquire 300,000 common shares of the
Company at $0.15 per share for a term of five years. These options vest at the
rate of 50,000 shares per month.





On
February 12, 2009, the Company’s wholly-owned subsidiary, IMC US hired Lumos
& Associates to conduct an Existing Condition Analysis of and for the Morgan
Hill Project located in Elko County, Nevada.  The total consideration
to be paid under the contract is approximately $165,000.  IMC US is to
approve each phase of the work in writing.





On
February 23, 2009, the Board of Directors approved a drilling contract with
Harris Exploration Drilling and Associates Inc. dated February 25, 2009 to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down and moving time, plus other costs dependant on
conditions and supplies. The Company paid a $25,000 refundable deposit upon
execution of the contract.





- 25
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





10.
            Related
      Party Transactions




Ninemonths endedMarch 31, 2009




Roger
Hall, 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.




Mason
Douglas, President and 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
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.





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 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.





On August
12, 2008, the announced that it 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 on November 7, 2008. Todd Montgomery, a director and CEO of the Company,
was the sole shareholder of IMC US.





- 26
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)






10.
            Related
      Party Transactions-Cont'd




Under the
terms of the Share Exchange Agreement, Mr. Montgomery received 397,024 common
shares of the Company at an agreed value of $0.50 per share which was accounted
at the fair value on the date of transaction, in exchange for all of the
outstanding shares of IMC US.  The transaction is measured at the fair
value, being the market value of the equity instruments delivered on the
transaction date. The fair value of 397,024 shares issued was measured at
$31,762.





- 27
-





INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


March
31, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





11.
            Subsequent
      Events





On April
7, 2009, the Company completed an amendment to amend the original agreement
between Nevada Eagle Resources, Steve Sutherland, and the Company for the
Medicine Property.  This amendment reduced the option payment due May
1, 2009 from $15,000 to $10,000 and increase the payment due May 1, 2010 from
$30,000 to $35,000.





On April
9, 2009 the Board of Directors approved the Company entering into an Amendment
to Mineral Lease Agreement (the “Amendment”) effective December 8, 2008 between
Infrastructure Materials Corp. US and Earl Edgar Mineral Trust, Warner Whipple,
Trustee.  The Amendment provides for Standard Steam LLC to carry out
exploration for geothermal energy sources on the leased Mineral Rights 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 properties which the Company holds only 50% of the mineral
rights.





On April
22, 2009, the Company entered into an agreement with Coast Mountain Geological
Ltd. (“Coast”).  Coast will provide Canadian National Instrument
43-101 (“NI 43-101”) compliant reports and summary reports on the Company’s
wholly owned subsidiary, Silver Reserve Corp.’s silver/base metal
projects.  The cost for preparation of said reports is estimated to be
$85,000.





On April
24, 2009 IMC US, the Company’s wholly-owned subsidiary, entered into a
consulting agreement with PHW Consulting (“PHW).  PHW is to provide
collection, analysis and interpretation of data pertaining to mineral claims in
Clark and Lincoln Counties of Nevada owned by IMC US.  PHW is also
required to write and submit an NI 43-101 compliant Technical Report on the Blue
Nose Project in Lincoln County.  The cost will be $15,000 plus $500.00
per day of inspection time and out of pocket expenses.





On April
30, 2009, the Company entered into an agreement with Railroad Industries
Incorporated to prepare a market study covering demand and supply sources for
the Company’s cement grade limestone projects.  The cost for the study
is estimated to be between $17,600 and $25,900 dependant on hours
required.





- 28
-




MANAGEMENT'S
DISCUSSION AND ANALYSIS OF




FINANCIAL
CONDITION AND RESULTS OF OPERATION




FOR
THE NINE MONTH AND THREE MONTH PERIOD ENDED MARCH 31, 2009





PLAN OF
OPERATIONS





We will
require additional capital to implement development of our claim groups and to
bring the mill to operation.  We expect to raise this capital through
a public offering, private placements of our securities or through loans or some
combination of the foregoing.





Discussion
of Operations and Financial Condition





Nine
Month and Three Month Period ended March 31, 2009





Infrastructure
Materials Corp. (the “Company” or “Infrastructure”) 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, 2009, we had accumulated losses of
$10,914,421.  Our ability to emerge from the exploration stage and
conduct mining operations is dependent, in large part, upon our raising
additional equity financing.  We continue our efforts to raise capital
and are moving forward with development of the Company.





Earlier
in 2008, the Company began to research the need for repair and upgrading of the
North American infrastructure.  Prior to the current economic problems
facing the world, the Company determined that infrastructure repair would
increase the demand for cement and those areas like Nevada and California had a
significant short fall in cement production.  As a result of this
research, the Company set out to acquire cement grade limestone properties in
strategic locations that could provide supply in these areas.  Current
proposals by governments to create jobs through large scale expenditures in
infrastructure only enhance the Company’s opportunity.





The
Company’s major endeavor over the three months ended March 31, 2009 has been its
effort to acquire cement grade limestone properties and pursue exploration
activities on these limestone Projects





We have
identified and recorded 1405 claims on BLM land covering nine Projects and on
private land acquired 100% of the Mineral Rights on 1120 acres and 50% of the
Mineral Rights on 6720 acres all of which have potential for cement grade
limestone.  Exploration on these limestone properties indicates the
Morgan Hill Project and the Blue Nose Project have the potential for development
of a substantial cement grade limestone resource.  Our effort going
forward into our fiscal year 2009/2010 will be concentrated on development of
these two Projects.





We have
completed the evaluation of all 15 of our silver/base metal projects and
determined that the Pansy Lee, Medicine and Silver Queen Projects provide the
best opportunity for development of resources that could go to production. Based
on results obtained, we have decided to abandon the Como Project reducing the
Projects to 14.  Permitting of the Red Rock mill site at Mina, Nevada is
progressing.




- 29
-




In
November of 2008, the Company substantially changed its business focus to the
exploration and development of cement grade limestone properties located in the
States of Nevada and Idaho.  As of November 7, 2008 the Company
acquired Infrastructure Materials Corp US (“IMC US”), a Nevada corporation, as a
wholly-owned subsidiary pursuant to a Share Exchange Agreement (the “Agreement”)
between the Company, IMC US and Todd D. Montgomery. Mr. Montgomery was the sole
shareholder of IMC US in addition to serving as the Company’s Chief
Executive Officer and as a member of its Board of Directors.  The Agreement
was approved by the disinterested members of the Company’s Board of Directors on
November 6, 2008.  Under the terms of the 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 at agreed price of $0.50 per share. The
transaction is measured at the fair value, being the market value of the equity
instruments delivered on the transaction date. The fair value of 397,024 shares
issued was measured at $31,762.   As of the date of this report,
the Company does not consider the mineral claims acquired pursuant to the
Agreement material.  Our assessment may change after exploration of
the claims.





On
December 1, 2008, the Company amended its Certificate of Incorporation to change
its name from Silver Reserve Corp. to “Infrastructure Materials
Corp.”  The name change was effected pursuant to Section 253 of
the Delaware General Corporation Law by merging a wholly-owned subsidiary
(formed for the purpose of implementing the name change) into the Company. In
connection with the merger, the Company amended its Certificate of Incorporation
to change its name to Infrastructure Materials Corp. pursuant to the Certificate
of Ownership and Merger filed with the Delaware Secretary of State on December
1, 2008.





On
December 1, 2008, the Independent Contractor Agreement made between Mark
Weiderspon and the Company was amended to renew the contract for a period of one
year from January 1, 2009, and payment to be $275 per day to be reviewed by the
Company on March 31, 2009.  On completion of its review, the Company
decided not to change the original compensation arrangement.





On
December 8, 2008, IMC US entered into a Mineral Lease Agreement with Earl Edgar
Mineral Trust to lease certain mineral rights in the State of
Nevada.  The Lease is for a term of ten years, renewable on the same
terms and conditions including further renewals.





On
December 18, 2008 the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name “Silver Reserve Corp.” (“SRC”). On
March 27, 2009, the Company assigned all of its silver/base metal projects to
SRC and on March 27, 2009 the Company assigned its interest in the Milling
Facility at Mina, Nevada to SRC.





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




- 30
-








On
December 11, 2008, the Company authorized the issuance of 1,950,000 options to
purchase common shares of the Company, at an exercise price of $0.15 per
shares.  These options were granted for a term of 5
years.  These options vest at the rate of 1/12th per
month until fully vested. On the same date, the Company also cancelled 250,000
options granted on June 23, 2008 with an exercise price of $0.52.





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,950,000 outstanding options held by directors and consultants of the Company
issued at prices of $0.50 and $0.62 per share to $0.30 per share with all other
terms of the grant remaining the same.





On
December 31, 2008, the Company accepted the resignation of Janet Shuttleworth as
Treasurer and Corporate Secretary of the Corporation.





Effective
January 1, 2009, the Company entered into a Consulting Agreement with Scott
Koyich (the “Consultant”) to provide consulting services with respect to
financial public relations, business promotion, business growth and development
for a term of six months.  The Consultant shall be paid $5,000 per
month for his services during the term of the Agreement.  In addition,
the Company granted the Consultant an Option to acquire 300,000 common shares of
the Company at $0.15 per share for a term of five years. These options vest
at the rate of 50,000 shares per month.





Effective
January 1, 2009 Joanne Hughes was appointed Corporate Secretary of the
Corporation.





On
January 1, 2009, the Board granted options to one consultant to purchase 300,000
common shares 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 50,000 each month commencing January 1, 2009 until they
expire on January 1, 2014.





Effective
January 26, 2009, the Company’s common shares began to trade under the new
symbol “IFAM” on the NASDAQ OTC-BB national market.





On
February 12, 2009 the Company resolved to hire Lumos & Associates to
complete various preliminary baseline studies for the Morgan Hill Project
located in Elko County, Nevada.  The total consideration to be paid
under the contract is approximately $165,000.  The Company is required
to authorize in writing each phase of the work.  As of the date of
this report the Company has authorized payment of $45,000.




- 31
-


On
February 3, 2009, the Board granted options to two contract employees to
purchase 50,000 and 100,000 common shares respectively, for a total of 150,000
common shares at an exercise price of $0.31 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 are for a term of 5 years.





On
February 23, 2009, the Board of Directors approved the Company entering into a
drilling contract with Harris Exploration Drilling and Associates Inc. to carry
out up to 30,000 feet of drilling programs in Nevada.  The Company
will pay $12.00 per foot for drilling plus various other costs related to
mobilization and demobilization, travel, down time and moving time plus other
costs dependant on conditions and supplies. The Company paid a $25,000
refundable deposit upon execution of the contract.





SELECTEDINFORMATION


Three months ended
                      
                      
                      Three months endedMarch31,2009
                      
                      
                      March31,2008Revenues
                      
                      $
                      Nil
                      
                      
                      $
                      NilNet
      Loss
                      
                      $
                      1,055,233
                      
                      
                      $
                      925,900Loss
      per share-basic and diluted
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.02
                      )





Nine
      months ended
                      
                      
                      Nine
      months endedMarch31, 2009
                      
                      
                      March31, 2008Revenues
                      
                      $
                      Nil
                      
                      
                      $
                      NilNet
      Loss
                      
                      $
                      4,183,576
                      
                      
                      $
                      2,472,571Loss
      per share-basic and diluted
                      
                      $
                      (0.08
                      )
                      
                      $
                      (0.06
                      )





As
      at
                      
                      
                      As
      atMarch 31, 2009
                      
                      
                      March 31, 2008Total
      Assets
                      
                      $
                      5,911,387
                      
                      
                      $
                      3,830,331Total
      Liabilities
                      
                      $
                      176,414
                      
                      
                      $
                      171,854Cash
      dividends declared per share
                      
                      $
                      Nil
                      
                      
                      $
                      Nil





The total
assets as of March 31, 2009 include cash and cash equivalents for $1,473,471,
short term investments for $3,105,109, prepaid expenses and other
receivables for $137,296 and capital assets for $1,195,511.  As
of June 30, 2008 total assets include cash and cash equivalents for $1,553,855,
prepaid expenses and other receivables for $155,546 and capital assets for
$1,340,836.





Revenues





No
revenue was generated by the Company’s operations during the
three-month periods ended March 31, 2009 and March 31,
2008.




- 32
-


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 mining properties. Mineral property exploration costs are
expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves. 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. For the purpose
of preparing financial information, the Company is unable to allocate any
economic value beyond proven and probable reserves and hence all property
payments are considered to be impaired and accordingly written off to project
expense. All costs associated with a property that has the potential to add to
the Company’s proven and probable reserves are expensed until a final
feasibility study demonstrating the existence of proven and probable reserves is
completed. No costs have been capitalized in the periods covered by these
financial statements. Once capitalized, such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.




Mineral
property acquisition costs will be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development expenditures. Mineral
property payments are expensed as incurred if the criteria for capitalization is
not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed. 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:




- 33
-


(a)General and AdministrativeExpense





Included
in operating expenses for the three-month period ended March 31, 2009 is general
and administrative expense of $695,496, as compared with $472,568 for the
three-month period ended March 31, 2008. During the nine-month period ended
March 31, 2009, the general and administrative expense was $2,546,640, as
compared to $1,189,262 for the nine month period ended March 31, 2008
General and administrative expense represents approximately 60% of the total
operating expense for the nine-month period ended March 31, 2009 and
approximately 47% of the total operating expense for the nine-month period ended
March 31, 2008. 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, 2009 and March 31, 2008.
General and administrative expense increased by $1,357,378 in the current nine
month period, as compared to the similar nine month period for the prior year.
The increase in this expense is mainly due to non-cash expense relating to issue
of stock to consultants for $887,250 (prior period $670,750), non-cash expense
relating to stock based compensation for $701,475 (prior period $104,193)
and due diligence costs of $175,719 (prior period $nil) relating to the
acquisition of IMC US as a wholly-owned subsidiary.





(b) Project
Expense





Included
in operating expenses for the three-month period ended March 31, 2009 is
project expense of $316,785 as compared with $409,490 for the three-month
period ended March 31, 2008. During the nine month period ended
March 31, 2009, the project expense was $1,513,963 as compared to
$1,165,499 during the nine month period ended March 31, 2008. Project
expense is a significant expense and it represents approximately 36% of the
total operating expense for the nine-month period ended March 31, 2009 and
approximately 46% of the total operating expense for the nine-month period ended
March 31, 2008.





Liquidity
and Capital Resources





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





March 31, 2009
                  
                  
                  March 31, 2008Cash
      and cash equivalent
                  
                  $
                  1,473,471
                  
                  
                  $
                  2,408,069Working
      capital
                  
                  $
                  4,539,462
                  
                  
                  $
                  2,285,129Cash
      used in operating activities
                  
                  $
                  (2,558,718
                  )
                  
                  $
                  (1,349,536
                  )Cash
      provided (used) in investing activities
                  
                  $
                  (3,119,893
                  )
                  
                  $
                  1,118,349Cash
      provided by financing activities
                  
                  $
                  5,598,227
                  
                  
                  $
                  Nil





As at
March 31, 2009 the Company had working capital of $4,539,462 as compared to
$2,285,129 as of March 31, 2008.





- 34
-





Subsequent
Events





On April
7, 2009, the Company completed an amendment to amend the original Agreement
between Nevada Eagle Resources, Steve Sutherland, and the Company for the
Medicine Property.  This amendment reduced the option payment due May
1, 2009 from $15,000 to $10,000 and increase the payment due May 1, 2010 from
$30,000 to $35,000





On April
9, 2009 the Board of Directors approved the Company entering into an amendment
to Mineral Lease Agreement effective December 8, 2008 between IMC US, the
Company’s wholly-owned subsidiary and Earl Edgar Mineral Trust, Warner Whipple,
Trustee.  The amendment provides for Standard Steam LLC to carry out
exploration for geothermal energy sources on the leased Mineral Rights 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 properties which the Company holds only 50% of the Mineral
Rights.





On April
22, 2009, the Company entered into an Agreement with Coast Mountain Geological
Ltd. (“Coast”).  Coast will provide NI 43-101 compliant reports and
summary reports on SRC’s, the Company’s wholly-owned subsidiary, silver/base
metal projects.  The cost of the preparation of said reports is
estimated at $85,000.





On April
24, 2009, IMC US, the Company’s wholly-owned subsidiary entered into a
Consulting Agreement with PHW Consulting (“PHW”).  PHW is to provide
collection, analysis and interpretation of data pertaining to Infrastructure
Material Corp. US mineral claims in Clark and Lincoln Counties of
Nevada.  PHW is also required to write and submit an N1 43-101
compliant Technical Report on the Blue Nose Project in Lincoln
County.  The cost under the agreement with PHW is $15,000 plus $500.00
per day of inspection time and out of pocket expenses.





On April
30, 2009, the Company entered into an agreement with Railroad Industries
Incorporated to prepare a market study covering demand and supply sources for
the Company’s cement grade limestone projects.  The cost for the study
is estimated to be between $17,600 and $25,900 dependant on hours
required.





Off-Balance
Sheet Arrangement





The
Company had no off-balance sheet arrangement as of March 31, 2009 and March 31,
2008.





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.  Our
interest was acquired 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.




- 35
-






On August
20, 2008 the Company terminated the Option Agreement on the Como Claim Group
entered into on August 21, 2006 and entered into a new agreement with the
Optionee covering 87 mineral claims included in the original option. In the new
agreement, the Company paid for the annual sustaining fees on 12 claims optioned
in the original August 21, 2006 agreement and granted the Optionee a 1% NSR
royalty on the 87 claims covered by the new agreement.  Based on
results obtained, the Company does not intend to retain these claims and will
not pay the sustaining fees in August 2009.





Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company will pay Brehnam 1,500,000 restricted Shares to
be earned in equal installments of 375,000 shares on December 1, 2007, June 1,
2008, December 1, 2008 and June 1, 2009.  The said 1,500,000 Shares
were tendered in one certificate upon execution of the agreement and are deemed
to be in Brenham’s possession.  Brehnam must return any unearned
Shares if the agreement is terminated early.





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company will pay Costa 1,500,000 restricted Shares to be earned in equal
installments of 375,000 shares on December 1, 2007, June 1, 2008, December 1,
2008 and June 1, 2009.  The said 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and are deemed to be in Costa’s
possession.  Costa must return any unearned Shares if the
agreement is terminated early.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
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 will be carried out in
twelve stages over the next three years.  The Company is required to
authorize in writing each stage of the work before the work
proceeds.





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos &
Associates, to facilitate applications for exploration programs for “Notices of
Intent” and “Plans of Operation” in order to comply with the requirements
of the United States Bureau of Land Management. The Company estimates the costs
of each Notices of Intent and Plans of Operation to range from $3,000 to
$4,000 each.





On May 1,
2008 the Company entered into a one year renewable contract with Lance Capital
Ltd. for consulting and corporate administrative services with compensation at a
rate of $12,500 per month.  The monthly fee was reduced to $10,000 per
month in December, 2008 and was further reduced to $7,500 per month in February,
2009.





- 36
-




On May
20, 2008, the Company entered into an option agreement (the “Option Agreement”)
with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
mineral claims located in Elko County, Nevada and known as the “Medicine
Claims.”  During the term of the Option Agreement, the Company has the
exclusive right to explore and develop, if warranted, the Medicine
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. 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
Medicine Claims.  Pursuant to the Option Agreement, the Medicine 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 Medicine 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 Medicine Claims to be material
assets at this time; however this assessment may change upon further
exploration.





Effective
June 1, 2008, the Company entered into a consulting contract with a geologist
expiring December 31, 2008.  The contract will be automatically
renewed after December 31, 2008, subject to any mutually agreed changes in the
hourly fees for services, unless terminated by either party.  The
Company will compensate at the rate of $200 per day for the first 30 days, $225
per day during days 30 to 90 days and $275 per day during days 90 to December
31, 2008. Either part may
terminate this contract with or without cause on thirty days written
notice.  On December 1st, 2008
the Company agreed to an amendment of the agreement with the following
changes;





1.
            The
      Engagement shall be under the direction of Roger Hall who will establish
      the number of day to be worked and functions to be carried
      out.




2.
            The
      Term of the renewal shall be 12 months expiring on December 31, 2009 and
      shall automatically renew on the same terms and conditions (including any
      permitted modification thereof that may take place during the Term),
      subject to the termination provisions contained  in the original
      Agreement.




3.
            The
      Payment during the renewal period shall be $275.00 per day and the Company
      agrees to conduct a review of the daily rate on March 31, 2009 to
      determine if any change in the daily rate is
  warranted.





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 (the
“Consulting Agreement”) with a corporation that is controlled by Mr. Douglas.
The Consulting Agreement has a term of one year and is then automatically
renewable thereafter. 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 the corporation a fee of $8,500 per month. Under the
Consulting Agreement, the Company’s board of directors has the right to review
the performance of Mr. Douglas at six-month intervals and may adjust
compensation based upon said reviews.




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-


On
December 8, 2008, the Company’s wholly owned subsidiary, IMC US entered into a
Mineral Lease Agreement with Earl Edgar Mineral Trust to lease certain mineral
rights in Elko County, in the State of Nevada.  The term of this Lease
is ten (10) years and is automatically renewable on the same terms and
conditions for additional ten-year periods provided the Company is carrying out
exploration or mining on the properties containing the mineral rights. The rent
is payable each year January 1st, as follows.





$1.00 per
Net Acre upon execution of this Agreement and on January 1, in each year
commencing in 2010 the Company 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 payable each year for the duration of the Lease
      Agreement.





The Lease
Agreement covers 100% of the mineral rights on 1,120 acres (Property A) and 50%
of the mineral rights on 6,740 acres (Property B)





The
Lessor 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 Lease and any renewal thereof.





Effective
January 1, 2009, the Company entered into a “Consulting Agreement” with Scott
Koyich (the “Consultant”) to provide consulting services with respect to
financial public relations, business promotion, business growth and development
for a term of six months.  The Consultant shall be paid $5,000 per
month for his services during the term of the Agreement.  Either party
may terminate the Agreement on 30 days notice.  In addition, the
Company granted the Consultant an Option to acquire 300,000 common shares of the
Company at $0.15 per share for a term of five years. These options vest at
the rate of 50,000 shares per month.





On
February 12, 2009, IMC US, the Company’s wholly-owned subsidiary, hired Lumos
& Associates to conduct an Existing Condition Analysis of and for the Morgan
Hill Project located in Elko County, Nevada.  The total consideration
to be paid under the contract is approximately $165,000.  IMC is to
approve in writing each phase of the work.





On
February 23, 2009, the Board of Directors approved the Company entering into a
drilling contract with Harris Exploration Drilling and Associates Inc. to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down and moving time plus other costs dependant on
conditions and supplies. The Company paid a $25,000 refundable deposit upon
execution of the contract.




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-


Acquisition,
Exploration and Evaluation Expenditures




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 mining properties. Mineral property exploration costs are
expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves. 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. For the purpose
of preparing financial information, the Company is unable to allocate any
economic value beyond proven and probable reserves and hence all property
payments are considered to be impaired and accordingly written off to project
expense. All costs associated with a property that has the potential to add to
the Company’s proven and probable reserves are expensed until a final
feasibility study demonstrating the existence of proven and probable reserves is
completed. No costs have been capitalized in the periods covered by these
financial statements. Once capitalized, such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.




Mineral
property acquisition costs will also be capitalized in accordance with the FASB
Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
that probable future benefits consisting of a contribution to future cash
inflows have been identified and that adequate financial resources are available
or are expected to be available as required to meet the terms of property
acquisition and budgeted exploration and development expenditures. Mineral
property payments are expensed as incurred if the criteria for capitalization is
not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed. To date the Company has
not established any proven or probable reserves on its mineral
properties.





CONTROLS
AND PROCEDURES




Based on
an evaluation our Chief Executive Officer and Chief Financial Officer conducted,
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, 2009, 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




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:




- 39
-




* 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 pervasive problem of segregation of
duties.  Given that the Company has a small accounting department,
segregation of duties cannot be completely accomplished at this stage in the
corporate lifecycle.  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, 2009, 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.




On
January 19, 2009, the Company’s Board of Directors adopted a revised and updated
Corporate Governance Manual.





- 40
-




RISK
FACTORS





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.





2.
            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 commercially mineable
deposits.





3.
            OUR
      BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
  PRICES.





Our
ability to develop our properties and the future profitability of our operations
is directly related to the market price of certain minerals, limestone and
cement. The Company is negatively affected by the current decline in commodity
prices for base metals and silver.




- 41
-




4.
            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.





5.
            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.





6.
            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.





7.
            MINING
      OPERATIONS IN GENERAL INVOLVE A HIGH DEGREE OF RISK, WHICH WE MAY BE
      UNABLE, OR MAY NOT CHOOSE TO INSURE AGAINST, MAKING EXPLORATION AND/OR
      DEVELOPMENT ACTIVITIES WE MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY
      FOR CERTAIN CLAIMS.





Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include unusual
and unexpected  geological  formations, rock falls, flooding
and other conditions  involved in the drilling and removal of
material, any of which could result  in damage  to, or
destruction of, mines and other producing facilities, damage to life or
property, environmental damage and possible legal liability.  Although
we plan to take adequate precautions to minimize these risks, and risks
associated with equipment failure or failure of retaining dams which may result
in environmental pollution, there can be  no assurance  that
even with our precautions,  damage or loss will not occur and that we
will not be subject to liability  which will have a material adverse
effect on our business, results of operation and financial
condition.





8.
            BECAUSE
      OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
      EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS
    FAILURE.





Stockholders
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such
enterprises.  The 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.  These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.  Most exploration projects
do not result in the discovery of commercially mineable
deposits.  Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts.




- 42
-


9
            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.





- 43
-





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





On August
22, 2008, the Company completed private placements of 7,040,000 “Units” at $0.50
per Unit from accredited investors.  Each one Unit consists of one
common share and one half-common share purchase warrant.  Each full
warrant entitles the holder to purchase one common share at $0.75 on or before
September 1, 2010.  The private placement was conducted entirely
outside the United States pursuant to an exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S promulgated there
under.  All of the investors were non-U.S. Persons and executed
subscription agreements containing the representations and covenants required
for the exemption under Regulation S.  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.  These Units have the
same terms as those sold to investors.





On
November 7, 2008 the Company completed a Share Exchange Agreement with the
Company’s CEO to acquire all of the outstanding shares of Infrastructure
Materials Corp. US for $198,512 which was paid by the issuance of 397,024 common
shares of the Company at $0.50 per share. The transaction is measured and
accounted at the fair value, being the market value of the equity instruments
delivered on the transaction date. The fair value of 397,024 shares issued was
measured at $31,762.





ITEM
3: DEFAULTS UPON SENIOR SECURITIES:





None.





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





None.





ITEM
5: OTHER INFORMATION:





- 44
-





ITEM
6: EXHIBITS





Exhibits:





(a)


10.1
              Consulting
      Agreement effective as of January 1, 2009 between the Company and Scott
      Koyich.
 
 10.2
              Agreement
      effective March 13, 2009 between Infrastructure Material Corp. US and
      Lumos and Associates, Inc.
 
 10.3
              Drilling
      Contract dated February 25, 2009 between Infrastructure Material Corp. US
      and Harris Exploration Drilling and Associates
  Inc.
 
 10.4
              Consulting
      Agreement dated April 22, 2009 between the Company and Coast Mountain
      Geological Ltd.
 
 10.5
              Consulting
      Agreement dated April 21, 2009 between the Company and Railroad Industries
      Incorporated
 (b)
                31.1
                Rule
      13a-14(a)/15d-14(a) Certificationof 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)
                In
      addition, the following reports are incorporated by
    reference:
 
 Current
Report on Form 8-K, “Item 5.02: Departure of Directors or Certain Officers;
Appointment of Certain Officers,” dated January 2,
2009.





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.





Dated:  May
      14, 2009
                by:
                /s/  Joanne HughesJoanne
      Hughes, Secretary




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