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 December 31, 2008


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 December 31,
2008 was 51,297,593.










INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




DECEMBER
31, 2008




(Amounts
expressed in US Dollars)




(Unaudited-Prepared
by Management)





CONTENTS





Interim
      Consolidated Balance Sheets as of December 31, 2008 and June 30,
      2008
                      
                      
                      3Interim
      Consolidated Statements of Operations for the six months and three months
      ended
                        December
      31, 2008 and December 31, 2007, and for the period from inception to
                        December
      31, 2008
                      
                      
                      4Interim
      Consolidated Statements of Changes in Stockholders' Equity for the six
      months ended
                        December
      31, 2008 and for the period from inception toDecember
      31, 2008
                      
                      
                      5Interim
      Consolidated Statements of Cash Flows for the six months ended December
      31, 2008
                        and
      December 31, 2007, and for the period from inception to December 31,
      2008
                      
                      
                      6Condensed
      Notes to Interim Consolidated Financial Statements
                      
                      
                      7 -
      24





- 2
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


December
31, 2008 and June 30, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)


Dec 31,
                                            
                                            
                                            June 30,2008
                                            
                                            
                                            2008$
                                            
                                            
                                            $ASSETSCurrentCash
      and cash equivalents
                                            
                                            
                                            3,003,916
                                            
                                            
                                            
                                            1,553,855Prepaid
      expenses and other receivables
                                            
                                            
                                            133,079
                                            
                                            
                                            
                                            155,546Total
      Current Assets
                                            
                                            
                                            3,136,995
                                            
                                            
                                            
                                            1,709,401Plant and Equipment, net
      (note 4)
                                            
                                            
                                            1,243,408
                                            
                                            
                                            
                                            1,340,836Total
      Assets
                                            
                                            
                                            4,380,403
                                            
                                            
                                            
                                            3,050,237LIABILITIESCurrentAccounts
      payable
                                            
                                            
                                            114,652
                                            
                                            
                                            
                                            157,516Accrued
      liabilities
                                            
                                            
                                            88,885
                                            
                                            
                                            
                                            192,886Total
      Liabilities
                                            
                                            
                                            203,537
                                            
                                            
                                            
                                            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, 51,297,593 issued
      and outstanding
                                            
                                            
                                            5,130
                                            
                                            
                                            
                                            4,379Additional
      Paid-in Capital
                                            
                                            
                                            14,780,924
                                            
                                            
                                            
                                            10,738,801Deferred
      Stock Compensation (note
      8)
                                            
                                            
                                            (750,000
                                            )
                                            
                                            
                                            (1,312,500
                                            )Deficit
      Accumulated During the Exploration Stage
                                            
                                            
                                            (9,859,188
                                            )
                                            
                                            
                                            (6,730,845
                                            )Total
      Stockholders' Equity
                                            
                                            
                                            4,176,866
                                            
                                            
                                            
                                            2,699,835Total Liabilities and
      Stockholders' Equity
                                            
                                            
                                            4,380,403
                                            
                                            
                                            
                                            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
six months and three months ended December 31, 2008 and December 31, 2007 and
the Period from Inception (June 3, 1999) to December 31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)


For the
                                        
                                        
                                        For the
                                        
                                        
                                        For the
                                        
                                        
                                        For thesix months
                                        
                                        
                                        six months
                                        
                                        
                                        three months
                                        
                                        
                                        three monthsCumulative
                                        
                                        
                                        ended
                                        
                                        
                                        ended
                                        
                                        
                                        ended
                                        
                                        
                                        endedsince
                                        
                                        
                                        Dec 31,
                                        
                                        
                                        Dec 31,
                                        
                                        
                                        Dec 31,
                                        
                                        
                                        Dec 31,inception
                                        
                                        
                                        2008
                                        
                                        
                                        2007
                                        
                                        
                                        2008
                                        
                                        
                                        2007$
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $Operating
      ExpensesGeneral
      and administration
                                        
                                        
                                        4,327,139
                                        
                                        
                                        
                                        1,851,144
                                        
                                        
                                        
                                        716,694
                                        
                                        
                                        
                                        1,116,784
                                        
                                        
                                        
                                        463,153Project
      expenses
                                        
                                        
                                        5,169,429
                                        
                                        
                                        
                                        1,197,178
                                        
                                        
                                        
                                        756,009
                                        
                                        
                                        
                                        565,506
                                        
                                        
                                        
                                        464,058Amortization
                                        
                                        
                                        603,522
                                        
                                        
                                        
                                        106,333
                                        
                                        
                                        
                                        124,350
                                        
                                        
                                        
                                        53,328
                                        
                                        
                                        
                                        62,237Total
      Operating Expenses
                                        
                                        
                                        10,100,090
                                        
                                        
                                        
                                        3,154,655
                                        
                                        
                                        
                                        1,597,053
                                        
                                        
                                        
                                        1,735,618
                                        
                                        
                                        
                                        989,448Loss
      from Operations
                                        
                                        
                                        (10,100,090
                                        )
                                        
                                        
                                        (3,154,655
                                        )
                                        
                                        
                                        (1,597,053
                                        )
                                        
                                        
                                        (1,735,618
                                        )
                                        
                                        
                                        (989,448
                                        )Other
      income-interest
                                        
                                        
                                        331,355
                                        
                                        
                                        
                                        26,312
                                        
                                        
                                        
                                        71,221
                                        
                                        
                                        
                                        14,513
                                        
                                        
                                        
                                        31,729Interest
                                        
                                        
                                        (90,453
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (20,839
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (3,190
                                        )Loss
      before Income Taxes
                                        
                                        
                                        (9,859,188
                                        )
                                        
                                        
                                        (3,128,343
                                        )
                                        
                                        
                                        (1,546,671
                                        )
                                        
                                        
                                        (1,721,105
                                        )
                                        
                                        
                                        (960,909
                                        )Provision
      for income taxes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      Loss
                                        
                                        
                                        (9,859,188
                                        )
                                        
                                        
                                        (3,128,343
                                        )
                                        
                                        
                                        (1,546,671
                                        )
                                        
                                        
                                        (1,721,105
                                        )
                                        
                                        
                                        (960,909
                                        )Loss
      per Weighted Average Numberof
      Shares Outstanding-Basic
      and Fully Diluted
                                        
                                        
                                        
                                        
                                        
                                        
                                        (0.06
                                        )
                                        
                                        
                                        (0.04
                                        )
                                        
                                        
                                        (0.03
                                        )
                                        
                                        
                                        (0.02
                                        )Basic
      Weighted Average Numberof
      Shares Outstanding During the Periods-Basic
      and Fully Diluted
                                        
                                        
                                        
                                        
                                        
                                        
                                        49,726,609
                                        
                                        
                                        
                                        38,320,460
                                        
                                        
                                        
                                        51,137,920
                                        
                                        
                                        
                                        42,338,820





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 December 31, 2008
 (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
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        31,762Stock
      based compensation
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        594,612
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        594,612Amortization
      of deferred stock compensation
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        562,500
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        562,500Net
      loss for the six month period
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        (3,128,343
                                                                        )
                                                                        
                                                                        
                                                                        (3,128,343
                                                                        )Balance
      December 31, 2008 (unaudited)
                                                                        
                                                                        
                                                                        51,297,593
                                                                        
                                                                        
                                                                        
                                                                        5,130
                                                                        
                                                                        
                                                                        
                                                                        14,780,924
                                                                        
                                                                        
                                                                        
                                                                        (750,000
                                                                        )
                                                                        
                                                                        
                                                                        (9,859,188
                                                                        )
                                                                        
                                                                        
                                                                        4,176,866
  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
six months ended December 31, 2008 and December 31, 2007
 and for
the period from Inception to December 31, 2008.
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


CumulativeSince
                  
                  
                  Dec
      31,
                  
                  
                  Dec
      31,Inception
                  
                  
                  2008
                  
                  
                  2007Cash
      Flows from Operating ActivitiesNet
      loss
                  
                  
                  (9,859,189
                  )
                  
                  
                  (3,128,343
                  )
                  
                  
                  (1,546,671
                  )Adjustment
      for:Amortization
                  
                  
                  603,522
                  
                  
                  
                  106,333
                  
                  
                  
                  124,350Amortization
      of debt issuance cost
                  
                  
                  247,490
                  
                  
                  
                  -
                  
                  
                  
                  82,555Stock
      based compensation
                  
                  
                  763,910
                  
                  
                  
                  594,612
                  
                  
                  
                  68,139Shares
      issued for mineral claims, as part of project expenses
                  
                  
                  1,452,650
                  
                  
                  
                  -
                  
                  
                  
                  -Shares
      issued for consultant services expensed
                  
                  
                  1,601,500
                  
                  
                  
                  606,000
                  
                  
                  
                  375,000Shares
      issued on acquisition of subsidiary
                  
                  
                  31,762
                  
                  
                  
                  31,762Interest
      on convertible debentures
                  
                  
                  90,453
                  
                  
                  
                  -
                  
                  
                  
                  20,838Changes
      in non-cash working capitalPrepaid
      expenses
                  
                  
                  (133,079
                  )
                  
                  
                  22,467
                  
                  
                  
                  (42,018
                  )Accounts
      payable
                  
                  
                  114,652
                  
                  
                  
                  (42,864
                  )
                  
                  
                  21,549Accrued
      liabilities
                  
                  
                  89,327
                  
                  
                  
                  (104,001
                  )
                  
                  
                  (73,489
                  )Net
      cash used in operating activities
                  
                  
                  (4,997,002
                  )
                  
                  
                  (1,914,034
                  )
                  
                  
                  (969,747
                  )Cash
      Flows from Investing ActivitiesDecrease
      in Short-term investments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,124,059Acquisition
      of plant and equipment for cash
                  
                  
                  (83,389
                  )
                  
                  
                  (8,905
                  )
                  
                  
                  (4,955
                  )Proceeds
      from sale of plant and equipment
                  
                  
                  2,500Net
      cash provided (used) in investing activities
                  
                  
                  (80,889
                  )
                  
                  
                  (8,905
                  )
                  
                  
                  1,119,104Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                  
                  
                  4,790,740
                  
                  
                  
                  3,520,000
                  
                  
                  
                  -Issuance
      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
                  
                  
                  8,081,807
                  
                  
                  
                  3,373,000
                  
                  
                  
                  -Net
      Change in Cash
                  
                  
                  3,003,916
                  
                  
                  
                  1,450,061
                  
                  
                  
                  149,357Cash-
      beginning of period
                  
                  
                  -
                  
                  
                  
                  1,553,855
                  
                  
                  
                  2,639,256Cash
      - end of period
                  
                  
                  3,003,916
                  
                  
                  
                  3,003,916
                  
                  
                  
                  2,788,613Supplemental
      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
 December
31, 2008
 (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 is the surviving corporation and, in
connection with the merger, it has 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
 December
31, 2008
 (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
$9,859,188 from inception to December 31, 2008.  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. 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
 December
31, 2008
 (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 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 eight limestone mineral claim groups covering 24,000 acres and has
leased the Mineral Rights on an additional 4,480 net acres.  The
Company does not consider the claims or mineral rights to be material at this
time and has expensed this cost to project expense.  The Company’s
assessment of the claims and mineral rights may change after exploration of the
claims.





On
December 1, 2008, the Company amended its Certificate of Incorporation to change
its name to 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
 December
31, 2008
 (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


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





4.
            Plant
      and Equipment, Net-Cont’d





December 31, 2008
                            
                            
                            Accumulated
                            
                            
                            June
      30, 2008
                            
                            
                            AccumulatedCost
                            
                            
                            Depreciation
                            
                            
                            Cost
                            
                            
                            Depreciation$
                            
                            
                            $
                            
                            
                            $
                            
                            
                            $Office,
      furniture and fixtures
                            
                            
                            18,325
                            
                            
                            
                            7,240
                            
                            
                            
                            17,573
                            
                            
                            
                            6,036Computer
      equipment
                            
                            
                            6,571
                            
                            
                            
                            2,723
                            
                            
                            
                            6,408
                            
                            
                            
                            2,049Leasehold
      improvements
                            
                            
                            16,230
                            
                            
                            
                            12,110
                            
                            
                            
                            16,230
                            
                            
                            
                            9,405Plant
      and Machinery
                            
                            
                            1,514,511
                            
                            
                            
                            472,351
                            
                            
                            
                            1,514,511
                            
                            
                            
                            387,851Tools
                            
                            
                            6,724
                            
                            
                            
                            2,694
                            
                            
                            
                            5,781
                            
                            
                            
                            2,186Vehicles
                            
                            
                            70,528
                            
                            
                            
                            17,893
                            
                            
                            
                            63,481
                            
                            
                            
                            12,566Consumables
                            
                            
                            64,197
                            
                            
                            
                            50,154
                            
                            
                            
                            64,197
                            
                            
                            
                            45,473Molds
                            
                            
                            900
                            
                            
                            
                            498
                            
                            
                            
                            900
                            
                            
                            
                            427Mobile
      Equipment
                            
                            
                            73,927
                            
                            
                            
                            29,283
                            
                            
                            
                            73,927
                            
                            
                            
                            24,323Factory
      Buildings
                            
                            
                            74,849
                            
                            
                            
                            8,408
                            
                            
                            
                            74,849
                            
                            
                            
                            6,7051,846,762
                            
                            
                            
                            603,354
                            
                            
                            
                            1,837,857
                            
                            
                            
                            497,021Net
      carrying amount
                            
                            
                            
                            
                            
                            
                            1,243,408
                            
                            
                            
                            1,340,836Amortization
      charges
                            
                            
                            
                            
                            
                            
                            106,333
                            
                            
                            
                            249,842




5.
            Convertible
      Debentures




During
the year ended June 30, 2007, the Company issued convertible debentures for a
total of $2,480,205. 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.





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.





- 11
-




INFRASTRUCTURE MATERIALS
CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




5.
            Convertible
      Debentures-Cont’d





The
Shares issued upon conversion of the convertible debentures and the Shares
underlying the warrants are subject to a lock-up agreement limiting their
resale. Pursuant to that agreement, up to 25% of the shares became available for
re-sale as of April 24, 2007, the date on which a Registration Statement on Form
SB-2 covering the shares became effective (the “Date of Effectiveness”), and
were available for re-sale, six months from the Date of Effectiveness, 25% were
available for re-sale twelve months from the Date of Effectiveness and remaining
25% could be re-sold at any time after eighteen months from the Date of
Effectiveness.  None of such restrictions on re-sale are currently
applicable. With respect to Shares issued upon exercise of the warrants,
pursuant to the lock-up agreement in each case 50% of the Shares received on
exercise a warrant will be free trading with the remaining 50% to become free
trading six months following the exercise of the such warrants.





- 12
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(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.  The consultant 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 consultant 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 are 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


December
31, 2008


(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 of restricted common
stock 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, 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. 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 CEO 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


December
31, 2008


(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 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. 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.





Warrants





During
the year ended June 30, 2007, the Company issued broker warrants 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
Company issued 700,214 warrants at an exercise price of $0.50. The expiry dates
of the above listed broker warrants was originally June 30, 2007 and was
extended to December 31, 2007 and were further extended to December 31, 2008
from December 31, 2007 by resolution of the Board of Directors on November 21,
2007. Further the Board of Directors by a resolution on June 18, 2008, extended
the expiry of these warrants till 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 dates of these warrants were extended to December 31, 2009 by a
resolution of the Board of Directors on June 18, 2008.





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 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 conducted entirely outside the United States pursuant to an exemption from
registration under 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.




- 15
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





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





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. This was a
one time offer.




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.





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.





Six months ended December
31, 2008





On August
7, 2008, the Board granted stock options to Kim Fraser to purchase 50,000 common
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 shall vest 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 common 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.





- 16
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





7.
            Stock
      Based Compensation-Cont’d





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 option granted shall be for
a term of 5 years.





On
December 11, 2008 the Board granted options to one consultant 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 option granted shall
be for a term of 5 years.





On
December 11, 2008, the Board granted options to one consultant to purchase
50,000 common shares at an exercise price of $0.25 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest 5,000 each month commencing January 1, 2009 until fully vested. The option
granted shall be for a term of 5 years.





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
1,900,000 option holders and at $0.60 to 50,000 option holder 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
December 19, 2008, 250,000 options issued to a director on June 23, 2008 were
cancelled, as the director was issued new options to purchase 400,000 common
shares on December 11, 2008.




For the
six month period ended December 31, 2008, 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:





- 17
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





7.
            Stock
      Based Compensation-Cont’d


Date of grant
                                              
                                              10-Apr
                                                2007
                                              
                                              
                                              17-Apr
                                                2007
                                              
                                              
                                              24-Jan
                                                  2008
                                              
                                              
                                              2-Apr
                                                2008
                                              
                                              
                                              23-Jun2008
                                              
                                              
                                              7-Aug2008
                                              
                                              
                                              11-Dec2008
                                              
                                              
                                              11-Dec
                                                2008
                                              
                                              
                                              11-Dec2008
                                              
                                              
                                              19-Dec
                                                2008
                                              
                                              
                                              TotalRisk
      free rate
                                              
                                              
                                              4.50
                                              %
                                              
                                              
                                              4.50
                                              %
                                              
                                              
                                              5.00
                                              %
                                              
                                              
                                              5.00
                                              %
                                              
                                              
                                              5.00
                                              %
                                              
                                              
                                              5.00
                                              %
                                              
                                              
                                              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
                                              %Expected
      dividends
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              0
                                              %
                                              
                                              
                                              -Forfeiture
      rate
                                              
                                              
                                              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
                                              
                                              
                                              
                                              -Exercise
      price
                                              
                                              $
                                              0.50
                                              
                                              
                                              $
                                              0.50
                                              
                                              
                                              $
                                              0.60
                                              
                                              
                                              $
                                              0.35
                                              
                                              
                                              $
                                              0.52
                                              
                                              
                                              $
                                              0.46
                                              
                                              
                                              $
                                              0.15
                                              
                                              
                                              $
                                              0.25
                                              
                                              
                                              $
                                              0.25
                                              
                                              
                                              $
                                              0.30
                                              
                                              
                                              
                                              -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
                                              *
                                              
                                              
                                              6,650,000Grant
      date fair value
                                              
                                              $
                                              0.07
                                              
                                              
                                              $
                                              0.07
                                              
                                              
                                              $
                                              0.29
                                              
                                              
                                              $
                                              0.25
                                              
                                              
                                              $
                                              0.42
                                              
                                              
                                              $
                                              0.38
                                              
                                              
                                              $
                                              0.14
                                              
                                              
                                              $
                                              0.13
                                              
                                              
                                              $
                                              0.13
                                              
                                              
                                              $
                                              0.18-$0.27
                                              
                                              
                                              
                                              -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 six month period ended Dec 31,
      2008
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              7,038
                                              
                                              
                                              $
                                              29,561
                                              
                                              
                                              $
                                              46,088
                                              
                                              
                                              $
                                              1,564
                                              
                                              
                                              $
                                              9,516
                                              
                                              
                                              $
                                              383
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              500,462
                                              
                                              
                                              
                                              594,612Unexpended
      Stock-based compensation cost deferred over the vesting
    period
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              257,653
                                              
                                              
                                              $
                                              6,275
                                              
                                              
                                              $
                                              6,658
                                              
                                              
                                              $
                                              8,755
                                              
                                              
                                              $
                                              279,341




* The exercise price of these options was
reduced to $0.30 on December 19, 2008.





- 18
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





The
      following table summarizes the options outstanding as at December 31,
      2008:





Outstanding,
      beginning of year
                      
                      
                      2,600,000Granted
                      
                      
                      4,050,000
                      *Forfeited/Cancelled
                      
                      
                      (2,466,667
                      )*Outstanding
      at December 31, 2008
                      
                      
                      4,183,333





*
      Includes 1,950,000 options for which the Company reduced the exercise
      price to $0.30 per share.





As of
December 31, 2008, there was $279,341 of unrecognized expenses related to
non-vested stock-based compensation arrangements granted. The stock-based
compensation expense for the six-month period ended December 31, 2008 was
$594,612.




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 $562,500 during the six month period ended December 31, 2008
and the balance of $750,000 is reflected as a deferred stock compensation
expense under shareholders’ equity in the balance sheet.





- 19
-







INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(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.





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.  The consultant must return any
unearned Shares if the agreement is terminated early.





- 20
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(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 View’s
possession.  The consultant 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.




- 21
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies-Cont’d





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos and
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.





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 will be 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 1st, 2008
the Company agreed to an amendment of the agreement with the following
changes;





- 22
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(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 set 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 or any
      modification thereof that may take place during the Term, subject to the
      termination provisions set out 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.





Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement with a
corporation that is controlled by Mr. Douglas. The Consulting Agreement 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 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 (the “Term”),
provided that the Lessee is conducting exploration, development or mining either
on surface or underground on the property containing the Mineral Rights this
Lease shall automatically renew (without the need for notice) for an additional
ten-year term at the end of the Term on the same terms and conditions as set out
herein unless terminated.  The rent shall be paid each year on the
anniversary date of the Agreement as follows:





- 23
-


INFRASTRUCTURE
MATERIALS CORP.
 (FORMERLY
SILVER RESERVE CORP.)
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 December
31, 2008
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


9.
            Commitments
      and Contingencies-Cont’d





$1.00 per
Net Acre on execution of this Agreement and on January 1, in each year
commencing in 2010 the Lessee shall make the following payments during the
Term:




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
                and
      on each January 1 in all following years of the Term and any renewal
      thereof $5.00 per net
acre.




The Lease
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.





10.
            Related
      Party Transactions




Six months ended December
31, 2008




Roger
Hall, a Director of the Company, received $86,318 in connection with services he
performed for the Company as a senior geologist.




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




Joanne
Hughes, Corporate Secretary, received $4,110 from July 1, 2008 to July 30, 2008
(date of resignation).




Mason
Douglas, President, was paid $51,000.





On April
2, 2008 the Board granted options to two newly appointed officers to purchase
200,000 common 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.  The options granted are for a term of 5 years. Due to the
resignation of one officer, the unvested options were forfeited. The Company
expensed stock based compensation cost for $16,892 during the six month period
ended December 31, 2008.




- 24
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




10.
            Related
      Party Transactions-Cont’d




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 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. The Company expensed stock based
compensation cost for $46,088
during the six month period ended December 31, 2008. On December 19, 2008, these
options were cancelled since this director was granted 400,000 new options on
December 11, 2008.





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
option granted shall be for a term of 5 years. The Company expensed stock based
compensation cost for $6,588 during the six month period ended December 31,
2008.





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 six month period ended December 31,
2008.





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.





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.




- 25
-




INFRASTRUCTURE
MATERIALS CORP.


(FORMERLY
SILVER RESERVE CORP.)


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


December
31, 2008


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





11.
            Subsequent
      Events





Effective
January 1, 2009 Joanne Hughes was appointed 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 will vest
at the rate of 50,000 shares per month.





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
January 23, 2009, the Company received an election to purchase 1,458,275 common
shares under the exercise of warrants at $0.25 per share.  The Company
agreed to accept payment of $450,085 Canadian dollars that represented
$364,586.75 US dollars.  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 provides that the exercise price be reduced
from $0.75 per share to $0.25 per share if the warrants are exercised prior to
February 28, 2009.





- 26
-




MANAGEMENT'S
DISCUSSION AND ANALYSIS OF


FINANCIAL
CONDITION AND RESULTS OF OPERATION


FOR
THE SIX MONTH AND THREE MONTH PERIOD ENDED DECEMBER 31, 2008





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





Six
Month and Three Month Period ended December 31, 2008





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 December 31, 2008, we had accumulated losses of
$9,859,188.  Our ability to emerge from the exploration stage and
conduct mining operations is dependent, in large part, upon our raising
additional equity financing.





The
Company’s major endeavor over the three months ended December 31, 2008 has been
its effort to acquire cement grade limestone properties and pursue exploration
activities on our key silver/base metal Projects.





We have
continued to raise capital and are moving forward with development of the
Company.  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.  We are progressing towards permitting of
the Red Rock mill site at Mina, Nevada.  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.





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.  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 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 or $198,512.  That amount represents
Mr. Montgomery’s out-of-pocket expenditures for the incorporation of the IMC US
and the cost of assembling the limestone properties owned by IMC
US.  For accounting purposes 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.




- 27
-




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. The
Company is the surviving corporation and, in connection with the merger, it has
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, 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
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 agreement is for a term of 10 years and rent shall be
paid in accordance with the Mineral Lease Agreement.





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) and
assigned all of its silver/base metal projects to this
subsidiary.  The parent company retained ownership of the milling
facility at Mina Nevada.  The following is a diagram of the present
corporate structure.











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.  The Company also cancelled 250,000 options granted on June 23,
2008 with an exercise price of $0.52.





- 28
-




On
December 19, 2008, the Company approved the reduction of the exercise price of
1,950,000 outstanding options 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.





SELECTED
INFORMATION








Three months ended
                              
                              
                              Three months endedDecember 31, 2008
                              
                              
                              December 31, 2007Revenues
                              
                              $
                              Nil
                              
                              
                              $
                              NilNet
      Loss
                              
                              $
                              1,721,105
                              
                              
                              $
                              960,909Loss
      per share-basic and diluted
                              
                              $
                              (0.03
                              )
                              
                              $
                              (0.02
                              )
 
 Six months ended
                            
                            
                            Six months endedDecember 31, 2008
                            
                            
                            December 31, 2007Revenues
                            
                            $
                            Nil
                            
                            
                            $
                            NilNet
      Loss
                            
                            $
                            3,128,343
                            
                            
                            $
                            1,546,671Loss
      per share-basic and diluted
                            
                            $
                            (0.06
                            )
                            
                            $
                            (0.04
                            )




As at
                            
                            
                            As atDecember 31, 2008
                            
                            
                            June 30, 2008Total
      Assets
                            
                            $
                            4,380,403
                            
                            
                            $
                            3,050,237Total
      Liabilities
                            
                            $
                            203,537
                            
                            
                            $
                            350,402Cash
      dividends declared per share
                            
                            $
                            Nil
                            
                            
                            $
                            Nil





The total
assets as of December 31, 2008 include cash and cash equivalents for $3,003,916,
prepaid expenses for $133,079 and capital assets for $1,243,408.  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 December 31, 2008 and December 31, 2007.





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.




- 29
-




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:





(a) General and
Administrative Expense





Included
in operating expenses for the three-month period ended December 31, 2008 is
general and administrative expense of $1,116,784, as compared with $463,153 for
the three-month period ended December 31, 2007. During the six-month period
ended December 31, 2008, the general and administrative expense was $1,851,144,
as compared to $716,694 for the six month period ended December 31, 2007 General
and administrative expense represents approximately 59% of the total operating
expense for the six-month period ended December 31, 2008 and approximately 45 %
of the total operating expense for the six-month period ended December 31, 2007.
General and administrative expense represents professional, consulting, office
and general and other miscellaneous costs incurred during the six month and
three month periods ended December 31, 2008 and December 31, 2007. General and
administrative expense increased by $1,134,450 in the current six month period,
as compared to the similar six 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 $606,000 (prior period $375,000), non-cash expense relating to
stock based compensation for $594,612 (prior period $68,139) and due diligence
costs of $175,719 (prior period $nil) relating to the acquisition of
Infrastructure Materials Corp. US (“IMC US”), a Nevada corporation.





(b) Project
Expense





Included
in operating expenses for the three-month period ended December 31, 2008 is
project expense of $565,506 as compared with $464,058 for the three-month period
ended December 31, 2007. During the six month period ended December 31, 2008,
the project expense was $1,197,178 as compared to $756,009 during the six month
period ended December 31, 2007. Project expense is a significant expense and it
represents approximately 38% of the total operating expense for the six-month
period ended December 31, 2008 and approximately 47% of the total operating
expense for the six-month period ended December 31, 2007. The increase in
expense is due to the Company incurring additional costs on exploration of its
properties.





- 30
-





Liquidity
and Capital Resources





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





December 31, 2008
                          
                          
                          December 31, 2007Cash
      and cash equivalent
                          
                          $
                          3,003,916
                          
                          
                          $
                          2,788,613Working
      capital
                          
                          $
                          2,933,458
                          
                          
                          $
                          2,712,744Cash
      used in operating activities
                          
                          $
                          (1,914,034
                          )
                          
                          $
                          (969,747
                          )Cash
      provided (used) in investing activities
                          
                          $
                          (8,905
                          )
                          
                          $
                          1,119,104Cash
      provided by financing activities
                          
                          $
                          3,373,000
                          
                          
                          $
                          Nil





As at
December 31, 2008 the Company had working capital of $2,933,458 as compared to
$2,712,744 as of December 31, 2007.





Subsequent
Events





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 will 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 23, 2009, the Company received an election to purchase 1,458,275 common
shares under the exercise of warrants at $0.25 per share.  The Company
agreed to accept payment of 450,085 Canadian dollars that represented
$364,586.75 US dollars.  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 provides that the exercise price be reduced
from $0.75 per share to $0.25 per share if the warrants are exercised prior to
February 28, 2009.





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





Off-Balance
Sheet Arrangement





The
Company had no off-balance sheet arrangement as of December 31, 2008 and
December 31, 2007.





- 31
-




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.  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 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.  The consultant 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 View’s
possession.  The consultant 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 and
Associates, to facilitate completing 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 and plan of operation to range from $3,000 to $4,000.





- 32
-




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 will be 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 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 set 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 or any
      modification thereof that may take place during the Term, subject to the
      termination provisions set out 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.





- 33
-




Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement with a
corporation that is controlled by Mr. Douglas. The Consulting Agreement 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 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 (the “Term”),
provided that the Lessee is conducting exploration, development or mining either
on surface or underground on the property containing the Mineral Rights this
Lease shall automatically renew (without the need for notice) for an additional
ten-year term at the end of the Term on the same terms and conditions as set out
herein unless terminated.  The rent shall be paid each year on the
anniversary date of the Agreement as follows.





$1.00 per
Net Acre on execution of this Agreement and on January 1, in each year
commencing in 2010 the Lessee shall make the following payments during the
Term;





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
                and
      on each January 1 in all following years of the Term and any renewal
      thereof $5.00 per net
acre.





The Lease
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.





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.




- 34
-




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 December 31, 2008, 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:




* 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




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* 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 December 31, 2008, 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.




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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 base and precious mineral properties and the future
profitability of those operations is directly related to the market price of
certain minerals. The Company is negatively affected by the current decline in
commodity prices for base metals and silver.




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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.




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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.





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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
thereunder.  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:





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ITEM
6:  EXHIBITS





Exhibits





(a)
                          10.1
                          Consulting
      Agreement effective as of  January 1, 2009 between the Company
      and Scott Koyich(b)
                          31.1
                          Rule
      13a-14(a)/15d-14(a) Certificationof Chief
      Executive Officer.31.2
                          Rule
      13a-14(a)/15d-14(a) Certificationof 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 1.01-Entry into a Material Definitive
      Agreement,” dated November 7, 2008.Current
      Report on Form 8-K, “Item 5.03: Amendments to Articles of Incorporation or
      Bylaws; Change in Fiscal Year,” dated December 1, 2008.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:  February  12,
      2009
                  /s/  Joanne HughesJoanne
      Hughes, Secretary





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