UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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


SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2011





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


SECURITIES EXCHANGE ACT OF 1934





Commission File Number: 000-52641





INFRASTRUCTURE MATERIALS CORP.


(Exact name of registrant as specified in its charter)





Delaware

98-0492752(State of incorporation)

(I.R.S. Employer Identification No.)





1135 Terminal Way, Suite 207B


Reno, NV  89502  USA


(Address of Principal Executive Offices) (Zip Code)





775-322-4448


(Registrant’s telephone number, including area code)




With a copy to:


Jonathan H. Gardner


Kavinoky Cook LLP


726 Exchange St., Suite 800


Buffalo, NY 14210





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


Yes þ No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No  ̈




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  ̈

Accelerated filer  ̈

Non-accelerated filer    ̈

Smaller reporting company þ(Do not check if a smaller reporting company)





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





The number of shares of registrant’s common stock outstanding as of April 30, 2011 was 70,326,790.





INFRASTRUCTURE MATERIALS CORP.





FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011


TABLE OF CONTENTS





PAGEPART 1 – FINANCIAL INFORMATIONItem 1.

Financial Statements (Unaudited)

3Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34Item 4T.

Controls and Procedures

35PART II – OTHER INFORMATIONItem 1.

Legal Proceedings

36Item 1A.

Risk Factors

36Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

39Item 3.

Defaults Upon Senior Securities

39Item 4.

Submission of Matters to a Vote of Security Holders

39Item 5.

Other Information

39Item 6.

Exhibits and Reports on Form 8-K

39SIGNATURES

40


- 2 -


PART 1 – FINANCIAL INFORMATION





ITEM 1             Financial Statements





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)




INTERIM CONSOLIDATED FINANCIAL STATEMENTS




March 31, 2011




(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





CONTENTS





Interim Consolidated Balance Sheets as of March 31, 2011 (unaudited) and June 30, 2010 (audited)

4Interim Consolidated Statements of Operations and Comprehensive Loss for the nine monthsand three months ended March 31, 2011 and March 31, 2010,and for the period from inception to March 31, 2011

5Interim Consolidated Statements of Changes in Stockholders' Equity for the nine months endedMarch 31, 2011 and for the period from inception to March 31, 2011

6Interim Consolidated Statements of Cash Flows for the nine months ended March 31, 2011and March 31, 2010, and for the period from inception to March 31, 2011

7Condensed Notes to Interim Consolidated Financial Statements

8 - 23




- 3 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Interim Consolidated Balance Sheets as at


March 31, 2011 and June 30, 2010


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





March 31,


June 30,2011


2010$


$(unaudited)


(audited)ASSETSCurrentCash and cash equivalents


320,597



1,598,248Short term investments


263,323



586,745Marketable securities


60,500



-Prepaid expenses and other receivables


141,497



122,343Total Current Assets


785,917



2,307,336Plant and Equipment, net (Note 4)


860,919



971,280Mineral Property Interests(Note 5)


514,525



514,525Total Assets


2,161,361



3,793,141LIABILITIESCurrentAccounts payable


86,542



93,410Accrued liabilities


67,076



117,152Total Current Liabilities


153,618



210,562Deferred Revenue(Note 9)


85,500



-Commitments and Contingencies (Note 10)Related Party Transactions (Note 11)Subsequent Events (Note 12)STOCKHOLDERS' EQUITYCapital Stock (Note 6)Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding


-



-Common stock, $0.0001 par value, 100,000,000 shares authorized, 70,326,790 issued and outstanding (June 30, 2010 – 68,193,457)


7,033



6,819Additional Paid‐in Capital


21,108,623



20,511,458Deficit Accumulated During the Exploration Stage


(19,193,413
)


(16,935,698
)Total Stockholders' Equity


1,922,243



3,582,579Total Liabilities and Stockholders' Equity


2,161,361



3,793,141





See Condensed Notes to the Interim Consolidated Financial Statements


- 4 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Interim Consolidated Statements of Operations and Comprehensive Loss


For the nine months and three months ended March 31, 2011 and March 31, 2010


and the Period from Inception (June 3, 1999) to March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





For the


For the


For the


For thenine months


nine months


three months


three monthsCumulative


ended


ended


ended


endedsince


March 31,


March 31,


March 31,


March 31,inception


2011


2010


2011


2010$


$


$


$


$Operating ExpensesGeneral and administration


8,798,928



619,848



1,126,695



218,576



248,385Project expenses


9,929,811



1,529,555



1,720,138



289,809



373,285Depreciation


999,075



110,361



132,850



36,787



42,482Total Operating Expenses


19,727,814



2,259,764



2,979,683



545,172



664,152Loss from Operations


(19,727,814
)


(2,259,764
)


(2,979,683
)


(545,172
)


(664,152
)Other income-interest


386,209



2,049



27,603



441



1,952Other income-gain on bargain purchase (Note 5)


238,645



-



238,645



-



238,645Interest  Expense


(90,453
)


-



-



-



-Loss and Comprehensive Lossbefore Income Taxes


(19,193,413
)


(2,257,715
)


(2,713,435
)


(544,731
)


(423,555
)Provision for income taxes


-



-



-



-



-Net Loss and Comprehensive Loss


(19,193,413
)


(2,257,715
)


(2,713,435
)


(544,731
)


(423,555
)Loss per Weighted Average Number of Shares Outstanding-Basic and Fully Diluted






(0.03
)


(0.04
)


(0.01
)


(0.01
)Weighted Average Number of Shares Outstanding During the Periods-Basic and Fully Diluted






68,622,228



60,388,685



69,447,161



60,777,507




See Condensed Notes to the Interim Consolidated Financial Statements




- 5 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Interim Consolidated Financial Statements of Changes in Stockholders’ Equity


From Inception (June 3, 1999) to March 31, 2011


(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 (audited)


1



-



6,805



-



(6,805
)


-Contribution to additional paid‐in capital


-



-



3,024











3,024Cancelled shares


(1
)


-



(1
)










(1
)Common shares issued for nil consideration


14,360,000



1,436



(1,436
)






-



-Common shares issued for cash


2,050,000



205



414,795







-



415,000Subscription for stock










300,000







-



300,000Stock issuance cost


-



-



(24,500
)






-



(24,500
)Net loss


-



-



-







(87,574
)


(87,574
)Balance, June 30, 2006 (audited)


16,410,000



1,641



698,687



-



(94,379
)


605,949Common shares issued for cash


3,395,739



340



548,595







-



548,935Common shares issued to agents in 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 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







-



139,272Warrant modification expense










844,423











844,423Conversion of convertible debentures with accrued interest


7,186,730



719



3,590,801



-



-



3,591,520Common shares issued for acquisition of interests in mineral claims


175,000



18



104,982











105,000Common stock issued to a consultant


100,000



10



57,990











58,000Amortization of deferred stock compensation














562,500







562,500Net loss for the year


















(4,635,465
)


(4,635,465
)Balance June 30, 2008 (audited)


43,785,569



4,379



11,583,224



(1,312,500
)


(7,575,268
)


2,699,835Common shares issued for cash (net)


7,040,000



704



3,372,296



-



-



3,373,000Common stock issued to a consultant


75,000



7



43,493



-



-



43,500Common stock issued on acquisition of a subsidiary


397,024



40



31,722



-



-



31,762Common shares issued on warrant exercises


8,900,907



890



2,224,337



-



-



2,225,227Stock based compensation










814,050











814,050Warrant modification expense










346,673











346,673Amortization of deferred stock compensation














1,125,000







1,125,000Net loss for the year


















(6,045,477
)


(6,045,477
)Balance June 30, 2009 (audited)


60,198,500



6,020



18,415,795



(187,500
)


(13,620,745
)


4,613,570Common shares issued for cash


6,973,180



697



1,603,134











1,603,831Common stock issued on acquisition of a subsidiary


1,021,777



102



275,778











275,880Stock based compensation










216,751







-



216,751Amortization of deferred stock compensation














187,500







187,500Net loss for the year


















(3,314,953
)


(3,314,953
)Balance June 30, 2010 (audited)


68,193,457



6,819



20,511,458



-



(16,935,698
)


3,582,579Common shares issued for cash


2,083,333



209



499,791











500,000Stock based compensation










89,879







-



89,879Common stock options exercised


50,000



5



7,495







-



7,500Net loss for the three month period


















(2,257,715
)


(2,257,715
)Balance March 31, 2011 (unaudited)


70,326,790



7,033



21,108,623



-



(19,193,413
)


1,922,243





See Condensed Notes to the Interim Consolidated Financial Statements


- 6 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Interim Consolidated Statements of Cash Flows


For the nine months ended March 31, 2011 and March 31, 2010


and for the period from Inception (June 3, 1999) to March 31, 2011.


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





Cumulative


For the nine


For the nineSince


months ended


months endedInception


March 31, 2011


March 31, 2010$


$


$Cash Flows from Operating ActivitiesNet loss


(19,193,413
)


(2,257,715
)


(2,713,435
)Adjustment for:Depreciation


999,075



110,361



132,850Amortization of debt issuance cost


247,490



-



-Loss on disposal of plant and equipment


10,524



-Gain on Bargain Purchase (Note 5)


(238,645
)


-



(238,645
)Stock based compensation


1,289,978



89,879



189,743Warrant modification expense


1,191,096



-



-Shares issued for mineral claims, as part of project expenses


1,452,650



-



-Shares issued for consultant services expensed


2,351,500



-



187,500Shares issued on acquisition of subsidiary


31,762



-



-Cash received for option on claims and included in Deferred revenue*


25,000



25,000Interest on convertible debentures


90,453



-



-Changes in non‐cash working capitalPrepaid expenses and other receivables


(141,497
)


(19,154
)


26,478Accounts payable


86,542



(6,868
)


(22,520
)Accrued liabilities


67,517



(50,076
)


(3,249
)Net cash used in operating activities


(11,729,968
)


(2,108,573
)


(2,441,278
)Cash Flows from Investing ActivitiesDecrease (Increase) in Short‐term investments


(263,323
)


323,422



2,130,955Acquisition of plant and equipment for cash


(106,977
)


-



(6,813
)Proceeds from sale of plant and equipment


2,500



-



-Net cash provided by (used in) investing activities


(367,800
)


323,422



2,124,142Cash Flows from Financing ActivitiesIssuance of common shares for cash


6,894,571



500,000



-Issuance of common shares for warrant exercises


2,225,227



-



-Issuance of common shares for option exercise


7,500



7,500Issuance of convertible debentures subsequently converted to cash


3,501,067



-



-Stock and debenture placement commissions paid in cash


(210,000
)


-



-Net cash provided by financing activities


12,418,365



507,500



-Net Change in Cash


320,597



(1,277,651
)


(317,136
)Cash‐ beginning of period


-



1,598,248



420,266Cash ‐ end of period


320,597



320,597



103,130Supplemental Cash Flow Information:Interest Paid


-



-



-Income taxes paid


-



-



-





* Excludes receipt of marketable securities for $60,500, being a non-cash item included in Deferred revenue.





See Condensed Notes to the Interim Consolidated Financial Statements


- 7 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





1.
Basis of Presentation





The accompanying unaudited condensed consolidated financial statements of Infrastructure Materials Corp. (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles (GAAP); however, such information reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods.  The condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at March 31, 2011 and June 30, 2010, the results of its operations for the nine-month periods ended March 31, 2011 and March 31, 2010, and its cash flows for the nine-month periods ended March 31, 2011 and March 31, 2010. In addition, some of the Company’s statements in this Quarterly Report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the nine-month period ended March 31, 2011 are not necessarily indicative of results to be expected for the full year.





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





2.
Exploration Stage Activities





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





The Company is in the exploration stage and has not yet realized revenues from its planned operations.  The Company has incurred a cumulative loss of $19,193,413 from inception to March 31, 2011.  The Company has funded operations through the issuance of capital stock and convertible debentures.  In May and June of 2006, the Company closed a private placement of its common stock for gross proceeds of $415,000.  During the year ended June 30, 2007 the Company raised $848,935 (including $300,000 received in the prior year as stock subscriptions) through private placement of its common stock for cash.  The Company also issued Convertible Debentures in the amount of $1,020,862 during the year ended June 30, 2006 and issued Convertible Debentures in the amount of $2,480,205 during the year ended June 30, 2007.   During the three-month period ended September 30, 2008 the Company completed private placements of common stock for proceeds of $3,373,000 net of cash expenses. During the three-month period ended March 31, 2009 as a result of warrant exercises the Company issued common stock for proceeds of $2,225,227. During the year ended June 30, 2009, the Company issued common stock as a result of warrant exercises for proceeds of $2,225,227. In June 2010 and February 2011 the Company completed private placements of its common stock for gross proceeds of $1,603,831 and $500,000, respectively. Management's plan is to continue raising additional funds through future equity or debt financing until it achieves profitable operations from production of minerals or metals on its properties, if feasible.


- 8 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





3.
Nature of Operations





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





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





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





The Company’s limestone subsidiary, IMC US, controls 12 limestone Projects in Nevada, made up of 782 mineral claims covering 16,156 acres on land owned or controlled by the United States Department of Interior Bureau of Land Management (“BLM”). IMC US has acquired 100% of the Mineral Rights on an additional 1,120 acres, 50% of the Mineral Rights on 7,400 acres, and 25% of the Mineral Rights on 160 acres. As of the date of this report, IMC US also holds 20 mineral exploration permits covering approximately 11,419 acres at two projects in the state of Arizona.  Also see Note 12, Subsequent Events.





On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the state of Delaware under its former name, “Silver Reserve Corp.”  The Company assigned all fourteen of its silver/base metal projects in Nevada to this subsidiary. As of June 1, 2010, SRC terminated its interests in one of the projects.  In February 2011 SRC staked and recorded an additional 4 claims for an additional 83 acres at its Kope Scheelite silver project in Mineral County, Nevada.  In March 2011 SRC staked and recorded an additional 70 claims for an additional 1,446 acres at its Klondyke silver project in Esmeralda County, Nevada.  As of the date of this report, SRC’s remaining thirteen claim groups contain 421 claims covering 8,688 acres which include 10 patented claims and 2 leased patented claims.  SRC also has a milling facility located in Mina, Nevada on six mill site claims covering 30 acres.


- 9 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





3.
Nature of Operations – Cont’d





In December 2009, the Company further expanded its limestone exploration activities by acquiring CIC, its wholly-owned Canadian subsidiary, which controlled 95 limestone quarry leases issued by the province of Manitoba, Canada, covering 6090 hectares (15,049 acres).  The Company acquired CIC pursuant to a Share Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009. Mr. Montgomery was the sole shareholder of CIC.  Because Mr. Montgomery is also the Company’s Chief Executive Officer and a member of its Board of Directors, the CIC Agreement was approved by the disinterested members of the Company’s Board of Directors on November 27, 2009, after obtaining an independent appraisal and market study for the properties.  Under the terms of the CIC Agreement, the Company acquired all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares of the Company.  The CIC Agreement closed on February 9, 2010.





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





In January 2011, the Company decided to forfeit 18 quarry leases covering approximately 1,089 hectares (2,691 acres) at its Spence property, 7 quarry leases covering approximately 484 hectares (1,196 acres) at its Dauphin property, and 3 quarry leases covering approximately 200 hectares (493 acres) at its Winnipegosis property.  As of the date of this report, CIC controls 67 quarry leases covering 4,323 hectares (10,681 acres).   Also see Note 12, Subsequent Events.





The Company has not yet determined that any of its claims, mineral rights, mineral exploration permits or quarry leases can be economically developed and has expensed related costs to project expense.  The Company’s assessment of the claims, mineral exploration permits, mineral rights and quarry leases may change after further exploration.


- 10 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





4.
Plant and Equipment, Net





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





Computer equipment

30
%

declining balance methodOffice furniture and fixtures

20
%

declining balance 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





March 31, 2011


June 30, 2010Accumulated





AccumulatedCost


Depreciation


Cost


Depreciation$


$


$


$Computer equipment


14,448



4,669



14,448



1,831Office, furniture and fixtures


3,623



1,943



3,623



1,646Plant and Machinery


1,514,511



792,076



1,514,511



700,499Tools


6,725



4,638



6,725



4,157Vehicles


76,928



41,273



76,928



34,981Consumables


64,197



61,272



64,197



59,516Molds


900



721



900



668Mobile Equipment


73,927



46,942



73,927



42,181Factory Buildings


74,849



15,655



74,849



13,3491,830,108



969,189



1,830,108



858,828Net carrying amount






860,919







971,280Depreciation charges






110,361







177,321




- 11 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





5.
Mineral Property Interests





The Company entered into an agreement to acquire CIC as a wholly-owned subsidiary, pursuant to the CIC Agreement between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009.  Under the terms of the CIC Agreement, the Company acquired all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares of the Company.  The CIC Agreement closed on February 9, 2010.  The Company accounted for the acquisition of CIC as a business combination under the acquisition method as discussed in FASB ASC Topic 805.





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





Mineral Property Interests, being quarry leases in the province of Manitoba, Canada at fair value (CDN $ 550,000), and amount recognized as assets as of the acquisition date

$
514,525Fair value, as of the acquisition date, of 1,021,777 common shares of the Company issued as consideration for all issued and outstanding shares of CIC

$
275,880Gain on bargain purchase, being the excess of the fair value of net assets acquired over the purchase price, and recognized as Other Income in the Statements of Operations and Comprehensive Loss

$
238,645





6.
Capital stock and warrants





Nine month period ended March 31, 2011





On September 30, 2010, the Company issued 50,000 shares of its common stock pursuant to the exercise of options granted in accordance with its employee stock option plan (the “2006 Stock Option Plan”).  Also see Note 7, Stock Based Compensation.





On February 8, 2011, the Company completed a private placement (the “Private Placement”) of 2,083,333 shares of the Company’s common stock at a price of $0.24 per share for total consideration of $500,000. 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”).  The sole investor (the “Investor”) participating in the private placement was a non-U.S. corporation that is owned and controlled by Todd D. Montgomery, the Company’s Chief Executive Officer and a member of its Board of Directors.  The Investor and Mr. Montgomery are not “U.S. Person(s)” as that term is defined in Regulation S.


- 12 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





6.
Capital stock and warrants – Cont’d





Year ended June 30, 2010





The Company entered into an agreement to acquire CIC as a wholly-owned subsidiary, pursuant to the CIC Agreement between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009. Also see Note 3, Nature of Operations, and Note 5, Mineral Property Interests.  Under the terms of the CIC Agreement, the Company acquired all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares of the Company’s common stock.  The CIC Agreement closed on February 9, 2010.





On June 25, 2010, the Company completed a private placement of 6,973,180 shares of its common stock at a price of $0.23 per share for total consideration of $1,603,831. The private placement was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.  Each investor that participated in the private placement was a non-“U.S. Person” as that term is defined under Regulation S.





Warrants





On August 22, 2008, the Company completed the private placements of 7,040,000 “Units” at $0.50 per Unit.  Each Unit consisted of one share of common stock and one half-share purchase warrant (a “Warrant”).  Each full Warrant entitled the holder thereof to purchase one share of common stock at $0.75 on or before September 1, 2010.  In connection with the private placement, the Company paid a commission of $147,000 and issued 294,000 “Broker Warrants,” also expiring on September 1, 2010, to purchase Units at $0.50 per Unit.  The Units to be issued upon exercise of the broker warrants had the same terms as those sold to investors.





On December 11, 2008, the Board of Directors approved a one time offer to all warrant holders to reduce the exercise price of all unexercised warrants from $0.75 to $0.25 per share, if the warrants were exercised prior to February 28, 2009.  Of the 3,520,000 Warrants issued on August 22, 2008, the Company received elections to purchase 2,820,000 common shares under the exercise of warrants at $0.25 per share.





The 700,000 unexercised Warrants issued on August 22, 2008 with an exercise price of $0.75 per share, and the 294,000 Broker Warrants issued during the year ended June 30, 2009 at an exercise price of $0.50 per Unit expired on September 1, 2010.





Number ofWarrants


ExerciseIssued


Prices

Expiry Date$Outstanding at June 30, 2010 and average exercise price


994,000



0.66

September 1, 2010Issued in nine months ended March 31, 2011


-



-Exercised in nine months ended March 31, 2011


-



-Expired in nine months ended March 31, 2011 (issued in 2008)


(700,000
)


0.75Expired in nine months ended March 31, 2011 (issued in 2008)


(294,000
)


0.50Cancelled in nine months ended March 31, 2011


-



-Outstanding at March 31, 2011


-


- 13 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





7.
Stock Based Compensation





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





Under the 2006 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire shares of the Company’s common stock 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 of common stock reserved for issuance under the 2006 Stock Option Plan is 5,000,000.





Nine month period ended March 31, 2011





On September 30, 2010, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan were exercised and 200,000 options expired.





On October 15, 2010, 300,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.





On November 18, 2010, the Company granted options to a consultant to purchase up to 250,000 common shares at an exercise price of $0.16 per share.  These options were granted in accordance with the terms of the Company’s 2006 Stock Option Plan and vest at a rate of 1/12 each month until fully vested.  The options granted have a term of 5 years.





On November 24, 2010, the Company granted options to a consultant to purchase up to 150,000 common shares at an exercise price of $0.16 per share.  These options were granted in accordance with the terms of the Company’s 2006 Stock Option Plan and vest at a rate of 1/12 each month until fully vested.  The options granted have a term of 5 years.





For the nine month period ended March 31, 2011, the Company recognized in the financial statements, stock-based compensation costs as reflected in the following table.  The fair value of each option used for the purpose of estimating the stock compensation is based on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions.





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


- 14 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





7.
Stock Based Compensation – Cont’d





Date of grant

Risk free

rate


Volatility

factor


Expected

Dividends


Forfeiture

rate


Expected

life

Exercise

price


Total number of

options granted


Grant date

fair value


Stock-based

compensation

cost expensed

during the nine

month period

ended March31,

2011


Unexpensed

Stock-based

compensation

cost deferred

over the vesting

period15-Jan-2010


2.61
%


137.23
%


0
%


0
%

5 years

$
0.25



250,000


$
0.22


$
32,342


$
-17-Feb-2010


2.61
%


138.74
%


0
%


0
%

5 years

$
0.28



100,000


$
0.25


$
15,708


$
-26-Apr-2010


2.61
%


145.58
%


0
%


0
%

5 years

$
0.23



50,000


$
0.23


$
8,509


$
7761-Jun-2010


2.61
%


145.23
%


0
%


0
%

15 months

$
0.25



250,000


$
0.07


$
12,217


$
2,71818-Nov-2010


3.00
%


150.47
%


0
%


0
%

5 years

$
0.16



250,000


$
0.15


$
13,420


$
23,13424-Nov-2010


3.00
%


149.47
%


0
%


0
%

5 years

$
0.16



150,000


$
0.15


$
7,683


$
14,225Total
























1,050,000






$
89,879


$
40,853





The following table summarizes the options outstanding at March 31, 2011:





Outstanding, beginning of year (audited)


4,850,000Granted


400,000Expired


(500,000
)Exercised


(50,000
)Forfeited


-Outstanding at March 31, 2011


4,700,000Exercisable at March 31, 2011


4,387,499





As of March 31, 2011, there was $40,853 of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the nine-month period ended March 31, 2011 was $89,879.


- 15 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





8.
Fair Value of Financial Instruments





The fair values of financial assets and financial liabilities measured in the balance sheet as of March 31, 2011 are as follows:





Balance sheet

Classification and nature

Carrying

Amount

$


Quoted prices

in active

markets for

identical assets

(Level 1)

$

Significant

observable

inputs

(Level 2)

$

Unobservable

Inputs

(Level 3)

$AssetsCash and cash equivalents


320,597



320,597Short term investments


263,323



263,323Marketable securities


60,500



60,500Prepaid expenses and other receivables


141,497








141,497LiabilititesAccounts Payable


86,542








86,542Accrued Liabilities


67,076








67,076





The fair values of financial assets and financial liabilities measured in the balance sheet as of June 30, 2010 are as follows:





Balance sheet

classification and nature

Carrying

Amount

$


Quoted prices

in actice

markets for

identical assets

(Level 1)

$

Significant

observable

inputs

(Level 2)

$

Unobservable

Inputs

(Level 3)

$AssetsCash and cash equivalents


1,598,248



1,598,248Short term investments


586,745



586,745Prepaid expenses and other receivables


122,343








122,343LiabilititesAccounts Payable


93,410








93,410Accrued Liabilities


117,152








117,152





Fair value measurements of the Company’s cash and cash equivalents and short term investments are classified as Level 1 because such measurements are determined using quoted prices in active markets for identical assets.  Fair value measurements of prepaid expenses and other receivables, accounts payable and accrued liabilities are classified as Level 3 because inputs are generally unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.


- 16 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





9.
Deferred Revenue





On February 25, 2011, SRC entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly-owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project Claim Group (the “NL Project”) for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”).  The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47.  Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period.  As of the date of this report, the Company had received Consideration of $85,500, consisting of 275,000 shares of IMMC with a fair market value of $60,500 and $25,000 in cash.  In conformity with the Company’s accounting policies, this Consideration is accounted for in the Consolidated Balance Sheets as Deferred Revenue, a non-current liability.





10.
Commitments and Contingencies





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





On September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”) to complete the regulatory permitting process for the Company’s Mill in Mina, Nevada.  The total consideration to be paid under the contract is approximately $350,000.  The permitting process is being carried out in twelve stages. The completion date has not been determined. The Company is required to authorize in writing each stage of the work before the work proceeds. In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, the Company had recorded total expenses of $338,856 for this contract (June 30, 2010 - $318,832).


- 17 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





10.
Commitments and Contingencies – Cont’d





The Company obtained 25 mineral claims (the “Option Claims”), located in Elko County, Nevada pursuant to an option agreement (the “Option Agreement”) dated as of May 1, 2008 (the “Date of Closing”) with Nevada Eagle Resources, LLC and Steve Sutherland (together, the “Optionees”).  The provisions of the Option Agreement included, among others, payments of specified annual amounts ranging from $10,000 to $80,000 by the Company to the Optionees over a period of ten years.  Effective June 1, 2010, the Company and the Optionees agreed to terminate the Company’s interests in the Option Claims pursuant to (1) payment by the Company of $8,750 to each of the Optionees, (2) performance by the Company of such reclamation and remediation as required to discharge the surface management bond posted by the Company pursuant to a Notice of Intent filed with the BLM prior to undertaking exploration activity on the Option Claims, and (3) conveyance by the Company to Nevada Eagle Resources, LLC of the 124 mineral claims staked by the Company after the Date of Closing that are within the Area of Interest described in the Option Agreement.  As of the date of this report, the undertakings described in (1) and (3) above have been completed and (2) above is in progress.  The 25 Option Claims together with 124 mineral claims staked by the Company have been referred to by the Company as the “Medicine Claim Group.”





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





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





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





The Edgar Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar Property (“Property A”) and 50% of the mineral rights on 6,720 acres of the Edgar Property (“Property B”).  Edgar is entitled to receive a royalty of $0.50 per ton for material mined and removed from Property A and $0.25 per ton for material mined and removed from Property B during the term of the Edgar Lease Agreement and any renewal thereof.


- 18 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





10.
Commitments and Contingencies – Cont’d





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





On May 20, 2009, IMC US engaged Lumos to conduct base line studies for the Blue Nose Project located in Lincoln County, Nevada with the intention of determining if a suitable plant site can be located.  The study includes analysis of rail and road access and environmental considerations that could impede development.  The total consideration to be paid under the contract is approximately $74,500.  On September 28, 2009, the contract was amended to add an environmental assessment and plan of operations for an additional amount of approximately $62,000.  The Company has to authorize each phase of the work.  In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, this contract had been completed and the Company had recorded total expenses of $130,101 pertaining to this contract (June 30, 2010 - $114,576).





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





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





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


- 19 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





10.
Commitments and Contingencies – Cont’d





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





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





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





On March 25, 2010, IMC US engaged Lumos to conduct the second phase of base line studies for the Blue Nose Project located in Lincoln County, Nevada with the intention of determining if a suitable plant site can be located with emphasis on transportation access and environmental considerations that could impede development.  The total consideration to be paid under the contract is approximately $55,300. The Company is to authorize each phase of work before the work proceeds. In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, this contract had been completed and the Company had recorded total expenses of $50,669 pertaining to this contract (June 30, 2010 - $36,011).





On May 19, 2010, IMC US engaged Mine Development Associates, Inc. (“MDA”) to complete a Resource Estimate, Pit Optimization and Canadian National Instrument 43-101 Report for the Blue Nose Project located in Lincoln County, Nevada.  In its proposal, MDA estimated the cost of these services to be $43,000 plus travel expenses.  The Company is to authorize each phase of work before the work proceeds. As of March 31, 2011, the Company had recorded total expenses of $31,498 pertaining to this engagement (June 30, 2010 - $0).


- 20 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





10.
Commitments and Contingencies – Cont’d





As of June 1, 2010, the Company entered into a Consulting Agreement with Teatyn Enterprises Inc. (“Teatyn”) to provide business consulting and investor relations consulting.  Under the agreement, Teatyn will receive a monthly fee of CDN $10,000, subject to monthly reductions of up to CDN $3,500 if Teatyn enters into one or more agreements to provide similar services to other companies of which the Company’s Chief Executive Officer is also a director or officer.  The agreement has an initial term of one year and can be renewed on such terms as may be agreed upon between the parties.  The agreement may be terminated at any time by the Company upon 30-days prior written notice or by Teatyn upon the occurrence of certain events defined in the agreement.  In addition the Company granted Teatyn options to purchase up to 250,000 common shares at an exercise price of $0.25 per share.  These options vest at the rate of 20,833 options per month and expire on the date that is 90 days after the termination of the Consulting Agreement.  These options were not granted pursuant to the Company’s 2006 Stock Option Plan.  Upon exercise of the options, Teatyn will receive restricted shares which cannot be re-sold unless their re-sale is registered by the Company pursuant to the Securities Act or there is an exemption for the re-sale of such shares such as the exemption afforded by Rule 144 promulgated thereunder.





On October 6, 2010, IMC US engaged Tetra Tech, Inc. to complete exploration permitting activities fortheBlye Canyon Project located near Seligman, Arizona.  The estimated total consideration to be paid under the contract is $18,720. As of March 31, 2011, this contract had been completed the Company had recorded total expenses of $16,124 pertaining to this contract.





On February 25, 2011, SRC entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly-owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project Claim Group (the “NL Project”) for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”).  The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47.  Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period.  If the NL Project is determined to be economically feasible, based upon criteria contained in the Option Agreement, SRC will be required to fund its portion of an operating budget proposed by IMMI in order to retain its 15% interest in the NL Project and to acquire a 15% interest in IMMI’s Nivloc Mine Project (the NL Project and the Nivloc Mine Project, collectively, the “IMMI Project”).  In the event that SRC decides not to fund its portion of the budget, its 15% interest would be forfeited, but SRC would be entitled to a 2% net smelter return royalty if and when the IMMI Project enters the production phase. Upon funding of the operating budget and SRC’s acquisition of a 15% interest in the IMMI Project, SRC and IMMI would enter into a joint venture agreement.





The Company has entered into operating leases for its office space and certain office furniture and equipment. Rent payments associated with those leases for the nine month periods ended March 31, 2011, and March 31, 2010, were $23,553 and $17,029, respectively.  As of March 31, 2011, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the years ending June 30, 2011, June 30, 2012, and June 30, 2013, are $7,995, $17,005, and $1183, respectively.





Maintaining Claims in Good Standing





The Company is required to pay to the BLM on or before September 1st of each year, a fee in the amount of $140 per mineral claim held by the Company.  The total amount paid on August 31, 2010, was $159,740 for 1,141 claims held by the Company at that date.


- 21 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)




10.
Commitments and Contingencies – Cont’d
  Under legislation enacted in Nevada in March 2010, claims owners are required to pay the state of Nevada an annual fee based upon a tiered system that requires fees ranging from $70 to $189 per claim, depending upon the total number of claims in Nevada that an owner holds.  The Company estimates, based upon the 1,141claims held in Nevada as of September 30, 2010, that its annual fee will be $85 per claim, for a total of $97,157, including county document fees, with the first such annual fee payable no later than June 1, 2011.





The Company is also required to pay on or before November 1st of each year, annual fees to counties in Nevada in which the claims are held.  In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.





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





As of the date of this report, the Company holds 20 mineral exploration permits covering 20 sections or portions of sections in the state of Arizona.  Mineral exploration permits have a duration of one year from the date of issuance.  The permits can be renewed for up to four additional one-year terms for a total of five years and provide the holder of the permit with an exclusive right to explore for minerals within the state land covered by the permit and to apply for mineral leases to such land.  The holder of a permit may remove from the land only the amount of material required for sampling and testing and is responsible for any damage or destruction caused by the holder’s exploration activities.  The holder of a permit is entitled to ingress and egress to the covered site along routes approved by the Arizona State Land Department.  IMC US has posted a bond required by the state of Arizona to back any reclamation required as a result of work performed.  The permit is renewable if the holder has expended not less than $10.00 per acre during each of the first two year-long periods and $20.00 per acre during each of the next three year-long periods.  Each permit fee is $500 per year plus $2.00 per acre for the first two years and $1.00 per acre per year for the following three years.  Upon termination of a mineral exploration permit, the state of Arizona is entitled to information collected by the permit holder.  In the event that a permit holder discovers a valuable mineral deposit, the permit holder may apply to the Arizona State Land Department for a mineral lease having a term of 20 years and renewable for an additional 20 years.  A permit holder shall be the preferred recipient of the mineral lease, provided that all applicable requirements are met.  A mineral lease entitles the lessee to develop and establish a mine on the leased premises, provided that a mine plan and all necessary approvals are obtained.





Each of the Company’s quarry leases located in Manitoba, Canada is renewable annually upon payment of rent to the province of Manitoba in the amount of CDN$24 per hectare or fraction thereof.  During the fiscal year ended June 30, 2010, the Company paid CDN$147,144 in rent for these leases.


- 22 -





INFRASTRUCTURE MATERIALS CORP.


(AN EXPLORATION STAGE MINING COMPANY)


Condensed Notes to Interim Consolidated Financial Statements


March 31, 2011


(Amounts expressed in US Dollars)


(Unaudited-Prepared by Management)





11.
Related Party Transactions





There are no amounts owed to or from related parties as of March 31, 2011, and June 30, 2010.





The following transactions were undertaken in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the Company and the related parties.





Nine months ended March 31, 2011





The Company’s Corporate Secretary received $41,075 during the nine-month period ended March 31, 2011.





A corporation owned and operated by the Company’s President who is also a member of the Company’s Board of Directors, received $76,500 during the nine-month period ended March 31, 2011.





The Company’s Chief Financial Officer received $13,045 during the nine-month period ended March 31, 2011.





Nine months ended March 31, 2010





A former Director of the Company received $112,949 during the nine-month period ended March 31, 2010, in connection with services he performed for the Company as a senior geologist.





The former Corporate Secretary received $30,989 during the nine-month period ended March 31, 2010.





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





12.
Subsequent Events





On March 31, 2011, the Company paid $6,000 in annual rent to the state of Arizona for 12 mineral exploration permits that renewed in April.  The Company decided to forfeit 6 mineral exploration permits covering 3,480 acres at its Tres Alamos project in Arizona.





On May 10, 2011, the Company paid CDN$39,792 (US$41,189) in annual rent to the province of Manitoba for 24 quarry leases that renew in May.  The Company decided to forfeit 11 quarry leases covering approximately 706 hectares (1,744 acres) at its Spence property and 21 quarry leases covering approximately 1,231 hectares (3,041 acres) at its Winnipegosis property.


- 23 -


Item 2


MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF OPERATION





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





Forward-Looking Statements





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





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





FOR THE NINE MONTH AND THREE MONTH PERIODS ENDED MARCH 31, 2011





PLAN OF OPERATIONS





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





Discussion of Operations and Financial Condition





Nine Month and Three Month Periods ended March 31, 2011





The Company has no source of revenue and we continue to operate at a loss.  We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter.  As of March 31, 2011, we had accumulated losses since the Company’s inception of $19,193,413.  Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional capital.  We are continuing our efforts to raise capital and are moving forward with exploration of our projects.


- 24 -





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











During the nine-month period ended March 31, 2011, the Company devoted significant resources toward the exploration of IMC US’s Blue Nose limestone project (“Blue Nose”).  Blue Nose consists of 255 unpatented, lode mineral claims located in Lincoln County, Nevada, and covers approximately 5,268 acres.  On July 12, 2010, the United States Department of Interior Bureau of Land Management (the “BLM”) approved the Company’s Plan of Operations for Blue Nose.  On July 14, 2010, the Company posted a reclamation bond in the amount of $240,805 with the BLM in connection with Blue Nose. The reclamation bond backs the Company’s obligations under the Plan of Operations to restore the site and correct environmental damage (if any) caused by the Company’s activities on Blue Nose.  Under the Plan of Operations, the Company drilled 28 reverse circulation holes to depths ranging between 150 and 900 feet for a total of approximately 17,000 feet.  When combined with three earlier drill programs, a total of 63 reverse circulation holes approximately 30,000 feet have been completed at Blue Nose.  The Company engaged Mine Development Associates of Reno, Nevada (“MDA”) to assess the data from these drill programs.  In a report dated January 5, 2011, MDA stated that two basic limestone units were defined by the drilling.  The Lower White limestone unit appeared to contain few impurities and contains relatively high-grade calcium oxide (CaO).  The Lower White unit is overlain by another limestone unit that is generally lower grade and contains more impurities.  MDA’s report concluded that while further study is required to better define the extent and quality of the units, Blue Nose is estimated to contain significant levels of fairly high-grade limestone.





Our efforts going forward through our current fiscal year ending June 30, 2011, will be concentrated on further development of Blue Nose and analysis of the results of exploratory drilling recently completed at IMC US’s two limestone projects in Arizona.





The Company is also continuing its evaluation of the silver/base metal projects held by SRC.  The Company has determined that the Silver Queen/Mohawk, Pansy Lee, Klondyke and Kope Scheelite Projects currently provide the best opportunity for development of resources that could go to production and plans exploratory drilling during 2011 at Silver Queen/Mohawk, Klondyke and Kope Scheelite.  Permitting of the Red Rock mill site at Mina, Nevada is close to completion.  The Company continues to evaluate its options with respect to the silver properties and milling facility held by Silver Reserve.  While exploratory drilling programs are being developed, the Company is also considering offers to purchase the precious metals properties and/or joint ventures with third parties to further explore and develop, if warranted, those properties.


- 25 -





Stock Based Compensation





On April 20, 2006, we adopted the 2006 Stock Option Plan (the "Plan") under which our officers, directors, consultants, advisors and employees may receive stock options.  The aggregate number of shares of common stock that may be issued under the plan is 5,000,000.  The purpose of the Plan is to assist us in attracting and retaining selected individuals who can contribute to our success by serving as directors, officers, consultants, advisors, and employees of the Company, and to achieve long-term objectives that will inure to the benefit of all shareholders through the additional incentive inherent in the ownership of our common stock.  Options granted under the plan will be either "incentive stock options," intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986 as amended from time to time, or "unqualified stock options."





On September 30, 2010, 50,000 options issued in accordance with the Company’s 2006 Stock Option Plan were exercised and 200,000 options expired.





On October 15, 2010, 300,000 options issued in accordance with the Company’s 2006 Stock Option Plan expired.





On November 18, 2010, the Company granted options to a consultant to purchase up to 250,000 common shares at an exercise price of $0.16 per share.  These options were granted in accordance with the terms of the Company’s 2006 Stock Option Plan and vest at a rate of 1/12 each month until fully vested.  The options granted have a term of 5 years.





On November 24, 2010, the Company granted options to a consultant to purchase up to 150,000 common shares at an exercise price of $0.16 per share.  These options were granted in accordance with the terms of the Company’s 2006 Stock Option Plan and vest at a rate of 1/12 each month until fully vested.  The options granted have a term of 5 years.


- 26 -





SELECTED FINANCIAL INFORMATION





Three months


Three monthsended


endedMarch 31, 2011


March 31, 2010Revenues

Nil


NilNet (Loss)

$
(544,731
)

$
(423,555
)(Loss) per share-basic and diluted

$
(0.01
)

$
(0.01
)Nine months


Nine monthsended


endedMarch 31, 2011


March 31, 2010Revenues

Nil


NilNet (Loss)

$
(2,257,715
)

$
(2,713,435
)(Loss) per share-basic and diluted

$
(0.03
)

$
(0.04
)As of


As ofMarch 31, 2011


June 30, 2010Total Assets

$
2,161,361


$
3,793,141Total Liabilities

$
153,618


$
210,562Cash dividends declared per share

Nil


Nil





Total assets as of March 31, 2011 include cash and cash equivalents of $320,597, short term investments of $263,323, marketable securities of $60,500, prepaid expenses and other receivables of $141,497, capital assets of $860,919 net of depreciation, and mineral property interests of $514,525.  As of June 30, 2010 total assets includes cash and cash equivalents of $1,598,248, short-term investments of $586,745, prepaid expenses of $122,343, capital assets of $971,280, net of depreciation and mineral property interests of $514,525.





Revenues





No revenue was generated by the Company’s operations during the three-month and nine-month periods ended March 31, 2011 and March 31, 2010. The Company is an exploration stage mining company and has not yet realized any revenue from its operations.


- 27 -





Net Loss





The Company’s expenses are reflected in the Statements of Operation under the category of Operating Expenses.  To meet the criteria of United States generally accepted accounting principles (“GAAP”), all mineral property acquisition and exploration costs are expensed as incurred.  Mineral property acquisition costs are initially capitalized in accordance with ASC 805-20-55-37, previously referenced as FASB Emerging Issues Task Force ("EITF") Issue 04-2.  The Company assesses the carrying costs for impairment under ASC 930 at each fiscal quarter end.  The Company has determined that, except for the amount capitalized as Mineral Property Interests for $514,525 pursuant to the acquisition of CIC, all property payments are impaired and accordingly the Company has written off the acquisition costs to project expenses.  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 are capitalized.  For the purpose of preparing financial information, 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 reserve is completed.  Except for the Mineral Property Interests discussed above, 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.





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





(a) General and Administration Expense





Included in operating expenses for the three-month period ended March 31, 2011 is general and administration expense of $218,576 as compared with $248,385 for the three-month period ended March 31, 2010.  During the nine-month period ended March 31, 2011, general and administration expense was $619,848 as compared to $1,126,695 for the nine-month period ended March 31, 2010.  General and administration expense consists of professional, consulting, office and general and other miscellaneous costs.  General and administration expense represents approximately 27% of the total operating expense for the nine-month period ended March 31, 2011 and approximately 38% of the total operating expense for the nine-month period ended March 31, 2010.  General and administration expense decreased by $506,847 in the current nine month period, as compared to the similar nine month period for the prior year. The decrease in this expense is mainly due to a decrease in consulting fees and other compensation expenses of approximately $270,000, and a decrease in stock based compensation costs of approximately $100,000.





(b) Project Expense





Included in operating expenses for the three-month period ended March 31, 2011 is project expense of $289,809 as compared with $373,285 for the three-month period ended March 31, 2010. During the nine-month period ended March 31, 2011, project expense was $1,529,555 as compared to $1,720,138 for the nine-month period ended March 31, 2010.  Project expense is a significant expense and it represents approximately 68% of the total operating expenses for the nine-month period ended March 31, 2011 and approximately 58% of the total operating expenses for the nine-month period ended March 31, 2010.


- 28 -





Liquidity and Capital Resources





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





March 31, 2011


March 31, 2010Cash and cash equivalents

$
320,597


$
103,130Working capital

$
632,299


$
1,022,850Cash (used) in operating activities

$
(2,108,573
)

$
(2,441,278
)Cash provided/(used) in investing activities

$
323,422


$
2,124,142Cash provided by financing activities

$
507,500


nil





As of March 31, 2011 the Company had working capital of $632,299 as compared to $1,022,850 as of March 31, 2010.





Off-Balance Sheet Arrangements





The Company had no off-balance sheet arrangements as of March 31, 2011 and March 31, 2010.





Contractual Obligations and Commercial Commitments





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





On September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”) to complete the regulatory permitting process for the Company’s Mill in Mina, Nevada.  The total consideration to be paid under the contract is approximately $350,000.  The permitting process is being carried out in twelve stages. The completion date has not been determined. The Company is required to authorize in writing each stage of the work before the work proceeds. In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, the Company had recorded total expenses of $338,856 for this contract (June 30, 2010 - $318,832).


- 29 -





The Company obtained 25 mineral claims (the “Option Claims”), located in Elko County, Nevada pursuant to an option agreement (the “Option Agreement”) dated as of May 1, 2008 (the “Date of Closing”) with Nevada Eagle Resources, LLC and Steve Sutherland (together, the “Optionees”).  The provisions of the Option Agreement included, among others, payments of specified annual amounts ranging from $10,000 to $80,000 by the Company to the Optionees over a period of ten years.  Effective June 1, 2010, the Company and the Optionees agreed to terminate the Company’s interests in the Option Claims pursuant to (1) payment by the Company of $8,750 to each of the Optionees, (2) performance by the Company of such reclamation and remediation as required to discharge the surface management bond posted by the Company pursuant to a Notice of Intent filed with the BLM prior to undertaking exploration activity on the Option Claims, and (3) conveyance by the Company to Nevada Eagle Resources, LLC of the 124 mineral claims staked by the Company after the Date of Closing that are within the Area of Interest described in the Option Agreement.  As of the date of this report, the undertakings described in (1) and (3) above have been completed and (2) above is in progress.  The 25 Option Claims together with 124 mineral claims staked by the Company have been referred to by the Company as the “Medicine Claim Group.”





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





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





2010

$1.00 per net acre2011

$2.00 per net acre2012

$2.00 per net acre2013

$3.00 per net acre2014

$3.00 per net acre2015

$4.00 per net acre2016

$4.00 per net acre2017

$5.00 per net acre in each year for the duration of the Edgar Lease Agreement.





The Edgar Lease Agreement covers 100% of the mineral rights on 1,120 acres of the Edgar Property (“Property A”) and 50% of the mineral rights on 6,720 acres of the Edgar Property (“Property B”).  Edgar is entitled to receive a royalty of $0.50 per ton for material mined and removed from Property A and $0.25 per ton for material mined and removed from Property B during the term of the Edgar Lease Agreement and any renewal thereof.





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


- 30 -





On May 20, 2009, IMC US engaged Lumos to conduct base line studies for the Blue Nose Project located in Lincoln County, Nevada with the intention of determining if a suitable plant site can be located.  The study includes analysis of rail and road access and environmental considerations that could impede development.  The total consideration to be paid under the contract is approximately $74,500.  On September 28, 2009, the contract was amended to add an environmental assessment and plan of operations for an additional amount of approximately $62,000.  The Company has to authorize each phase of the work.  In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, this contract had been completed and the Company had recorded total expenses of $130,101 pertaining to this contract (June 30, 2010 - $114,576).





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





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





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





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





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





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


- 31 -





On March 25, 2010, IMC US engaged Lumos to conduct the second phase of base line studies for the Blue Nose Project located in Lincoln County, Nevada with the intention of determining if a suitable plant site can be located with emphasis on transportation access and environmental considerations that could impede development.  The total consideration to be paid under the contract is approximately $55,300. The Company is to authorize each phase of work before the work proceeds. In December 2010 this contract was assigned by Lumos to Tetra Tech, Inc. by mutual agreement of the Company, Lumos, and Tetra Tech, Inc.  As of March 31, 2011, this contract had been completed and the Company had recorded total expenses of $50,669 pertaining to this contract (June 30, 2010 - $36,011).





On May 19, 2010, IMC US engaged Mine Development Associates, Inc. (“MDA”) to complete a Resource Estimate, Pit Optimization and Canadian National Instrument 43-101 Report for the Blue Nose Project located in Lincoln County, Nevada.  In its proposal, MDA estimated the cost of these services to be $43,000 plus travel expenses.  The Company is to authorize each phase of work before the work proceeds. As of March 31, 2011, the Company had recorded total expenses of $31,498 pertaining to this engagement (June 30, 2010 - $0).





As of June 1, 2010, the Company entered into a Consulting Agreement with Teatyn Enterprises Inc. (“Teatyn”) to provide business consulting and investor relations consulting.  Under the agreement, Teatyn will receive a monthly fee of CDN $10,000, subject to monthly reductions of up to CDN $3,500 if Teatyn enters into one or more agreements to provide similar services to other companies of which the Company’s Chief Executive Officer is also a director or officer.  The agreement has an initial term of one year and can be renewed on such terms as may be agreed upon between the parties.  The agreement may be terminated at any time by the Company upon 30-days prior written notice or by Teatyn upon the occurrence of certain events defined in the agreement.  In addition the Company granted Teatyn options to purchase up to 250,000 common shares at an exercise price of $0.25 per share.  These options vest at the rate of 20,833 options per month and expire on the date that is 90 days after the termination of the Consulting Agreement.  These options were not granted pursuant to the Company’s 2006 Stock Option Plan.  Upon exercise of the options, Teatyn will receive restricted shares which cannot be re-sold unless their re-sale is registered by the Company pursuant to the Securities Act or there is an exemption for the re-sale of such shares such as the exemption afforded by Rule 144 promulgated thereunder.





On October 6, 2010, IMC US engaged Tetra Tech, Inc. to complete exploration permitting activities fortheBlye Canyon Project located near Seligman, Arizona.  The estimated total consideration to be paid under the contract is $18,720. As of March 31, 2011, this contract had been completed the Company had recorded total expenses of $16,124 pertaining to this contract.





On February 25, 2011, SRC entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly-owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project Claim Group (the “NL Project”) for total consideration of $350,000 and 1,925,000 shares of IMMC’s common stock (the “Consideration”).  The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47.  Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period.  If the NL Project is determined to be economically feasible, based upon criteria contained in the Option Agreement, SRC will be required to fund its portion of an operating budget proposed by IMMI in order to retain its 15% interest in the NL Project and to acquire a 15% interest in IMMI’s Nivloc Mine Project (the NL Project and the Nivloc Mine Project, collectively, the “IMMI Project”).  In the event that SRC decides not to fund its portion of the budget, its 15% interest would be forfeited, but SRC would be entitled to a 2% net smelter return royalty if and when the IMMI Project enters the production phase. Upon funding of the operating budget and SRC’s acquisition of a 15% interest in the IMMI Project, SRC and IMMI would enter into a joint venture agreement.


- 32 -





The Company has entered into operating leases for its office space and certain office furniture and equipment. Rent payments associated with those leases for the nine month periods ended March 31, 2011, and March 31, 2010, were $23,553 and $17,029, respectively.  As of March 31, 2011, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the years ending June 30, 2011, June 30, 2012, and June 30, 2013, are $7,995, $17,005, and $1183, respectively.





Maintaining Claims in Good Standing





The Company is required to pay to the BLM on or before September 1st of each year, a fee in the amount of $140 per mineral claim held by the Company.  The total amount paid on August 31, 2010, was $159,740 for 1,141 claims held by the Company at that date.





Under legislation enacted in Nevada in March 2010, claims owners are required to pay the state of Nevada an annual fee based upon a tiered system that requires fees ranging from $70 to $189 per claim, depending upon the total number of claims in Nevada that an owner holds.  The Company estimates, based upon the 1,141claims held in Nevada as of September 30, 2010, that its annual fee will be $85 per claim, for a total of $97,157, including county document fees, with the first such annual fee payable no later than June 1, 2011.





The Company is also required to pay on or before November 1st of each year, annual fees to counties in Nevada in which the claims are held.  In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.





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





As of the date of this report, the Company holds 20 mineral exploration permits covering 20 sections or portions of sections in the state of Arizona.  Mineral exploration permits have a duration of one year from the date of issuance.  The permits can be renewed for up to four additional one-year terms for a total of five years and provide the holder of the permit with an exclusive right to explore for minerals within the state land covered by the permit and to apply for mineral leases to such land.  The holder of a permit may remove from the land only the amount of material required for sampling and testing and is responsible for any damage or destruction caused by the holder’s exploration activities.  The holder of a permit is entitled to ingress and egress to the covered site along routes approved by the Arizona State Land Department.  IMC US has posted a bond required by the state of Arizona to back any reclamation required as a result of work performed.  The permit is renewable if the holder has expended not less than $10.00 per acre during each of the first two year-long periods and $20.00 per acre during each of the next three year-long periods.  Each permit fee is $500 per year plus $2.00 per acre for the first two years and $1.00 per acre per year for the following three years.  Upon termination of a mineral exploration permit, the state of Arizona is entitled to information collected by the permit holder.  In the event that a permit holder discovers a valuable mineral deposit, the permit holder may apply to the Arizona State Land Department for a mineral lease having a term of 20 years and renewable for an additional 20 years.  A permit holder shall be the preferred recipient of the mineral lease, provided that all applicable requirements are met.  A mineral lease entitles the lessee to develop and establish a mine on the leased premises, provided that a mine plan and all necessary approvals are obtained.


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Each of the Company’s quarry leases located in Manitoba, Canada is renewable annually upon payment of rent to the province of Manitoba in the amount of CDN$24 per hectare or fraction thereof.  During the fiscal year ended June 30, 2010, the Company paid CDN$147,144 in rent for these leases.





Cash Requirements





At March 31, 2011, the Company had cash and cash equivalents of $320,597, short-term investments of $263,323, marketable securities of $60,500, and prepaid expenses of $141,497for total current assets of $785,917.





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





While exploratory drilling programs are being developed for the Company’s precious metal properties, the Company is also considering offers to purchase the precious metals properties and/or joint ventures with third parties to further explore and develop, if warranted, those properties.  The proceeds from any such purchases or joint ventures would be used for exploration and drilling on the Company’s limestone projects and remaining silver/base metal projects.




Subsequent Events





The following events occurred subsequent to March 31, 2011:





On March 31, 2011, the Company paid $6,000 in annual rent to the state of Arizona for 12 mineral exploration permits that renewed in April.  The Company decided to forfeit 6 mineral exploration permits covering 3,480 acres at its Tres Alamos project in Arizona.





On May 10, 2011, the Company paid CDN$39,792 (US$41,189) in annual rent to the province of Manitoba for 24 quarry leases that renew in May.  The Company decided to forfeit 11 quarry leases covering approximately 706 hectares (1,744 acres) at its Spence property and 21 quarry leases covering approximately 1,231 hectares (3,041 acres) at its Winnipegosis property.





Item 3. Quantitative and Qualitative Disclosures About Market Risk





Not Applicable.


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Item 4. Controls and Procedures





CONTROLS AND PROCEDURES





Based on an evaluation, conducted by our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(e), they concluded that our disclosure controls and procedures were effective as of March 31, 2011, 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 believes that potential weaknesses in the Company’s internal controls may arise as a result of a lack of segregation of duties and the existence of related party transactions.  Management has added compensating controls to address the lack of segregation of duties and plans to add further controls in the future.  In connection with related party transactions, management and the Board have required independent valuations prior to engaging in related party transactions that are not in the ordinary course of business.  Management has no evidence of any breakdown in its internal controls and continues to explore methods of reducing and minimizing the risk of a material misstatement in the Company’s financial statements.





Changes in Internal Controls





During the quarter ended March 31, 2011, 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.


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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 1A:
RISK FACTORS:





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





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





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





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





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





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





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


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





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





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





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





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




We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements.  We have incurred losses totaling $19,193,413 from inception to March 31, 2011, and incurred losses of $2,257,715 during the nine-month period ended March 31, 2011. Further, we do not expect positive cash flow from operations in the near term.  There is no assurance that actual cash requirements will not exceed our estimates.  In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate; or (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations.


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





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





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





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





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





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





8.
THE COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS.





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





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





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


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10.
CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS





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





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





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





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





None.





ITEM 3:
DEFAULTS UPON SENIOR SECURITIES:





None.





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





None.





ITEM 5:
OTHER INFORMATION:





None.





ITEM 6:
EXHIBITS AND REPORTS ON FORM 8-K





(a)
None.(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 are incorporated by reference:Current Report on Form 8-K, “Item 8.01-Other Events” dated February 16, 2011; and

Current Report on Form 8-K, “Item 1.01-Entry into a Material Definitive Agreement”, dated February 25, 2011.


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SIGNATURE





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





INFRASTRUCTURE MATERIALS CORP.Dated:  May 12, 2011
By:
/s/Anne MackoAnne Macko, Secretary




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