UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM 10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For
the quarterly period ended September 30, 2009





Commission
File Number: 000-52641





INFRASTRUCTURE MATERIALS CORP.


(Exact
name of registrant as specified in its charter)





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





1135
      Terminal Way, Suite 207B
              Reno,
      NV  89502  USA(Address
      of Principal Executive Offices) (Zip Code)866-448-1073(Registrant’s
      telephone number, including area
code)




With a
copy to:


Jonathan
H. Gardner


Kavinoky
Cook LLP


726
Exchange St., Suite 800


Buffalo,
NY 14210





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


Yes þ No o





Indicate
by check mark whether the registrant ha 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 o





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





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





SEC 1296
(04-09) Potential persons who
are to respond to the collection of information contained in this form are not
required to respond unless the form displays a current valid OMB control
number.





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





The
number of shares of registrant’s common stock outstanding as of September 30,
2009 was 60,198,500.







INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




September
30, 2009




(Amounts
expressed in US Dollars)




(Unaudited-Prepared
by Management)





CONTENTS





Interim
      Consolidated Balance Sheets as of September 30, 2009 (unaudited) and June
      30, 2009 (audited)
                
                
                3Interim
      Consolidated Statements of Operations for the three months ended September
      30, 2009 and September 30, 2008, and for the period from inception to
      September 30, 2009
                
                
                4Interim
      Consolidated Statements of Changes in Stockholders' Equity for the three
      months ended September 30, 2009 and for the period from inception to
      September 30, 2009
                
                
                5Interim
      Consolidated Statements of Cash Flows for the three months ended September
      30, 2009 and September 30, 2008, and for the period from inception to
      September 30, 2009
                
                
                6Condensed
      Notes to Interim Consolidated Financial Statements
                
                
                7 -
      23


2




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


September
30, 2009 and June 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




Sept
      30,
                                          
                                          
                                          June
      30,2009
                                          
                                          
                                          2009$
                                          
                                          
                                          $(unaudited)
                                          
                                          
                                          (audited)ASSETSCurrentCash
      and cash equivalents
                                          
                                          
                                          268,475
                                          
                                          
                                          
                                          420,266Short
      term investments
                                          
                                          
                                          2,323,170
                                          
                                          
                                          
                                          3,116,803Prepaid
      expenses and other receivables
                                          
                                          
                                          215,362
                                          
                                          
                                          
                                          205,482Total
      Current Assets
                                          
                                          
                                          2,807,007
                                          
                                          
                                          
                                          3,742,551Plant and Equipment, net
      (note 4)
                                          
                                          
                                          1,102,096
                                          
                                          
                                          
                                          1,141,920Total
      Assets
                                          
                                          
                                          3,909,103
                                          
                                          
                                          
                                          4,884,471LIABILITIESCurrentAccounts
      payable
                                          
                                          
                                          209,803
                                          
                                          
                                          
                                          187,000Accrued
      liabilities
                                          
                                          
                                          77,152
                                          
                                          
                                          
                                          83,901Total
      Current Liabilities
                                          
                                          
                                          286,955
                                          
                                          
                                          
                                          270,901Total
      Liabilities
                                          
                                          
                                          286,955
                                          
                                          
                                          
                                          270,901Commitments and
      Contingencies (note 9)Related Party
      Transactions (note 10)STOCKHOLDERS'
      EQUITYCapital
      Stock (note 6)Common
      stock, $0.0001 par value, 100,000,000 shares authorized, 60,198,500 issued
      and outstanding (June 30, 2009 – 60,198,500)
                                          
                                          
                                          6,020
                                          
                                          
                                          
                                          6,020Additional
      Paid-in Capital
                                          
                                          
                                          17,311,646
                                          
                                          
                                          
                                          17,224,699Deferred
      Stock Compensation (note 8)
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (187,500
                                          )Deficit
      Accumulated During the Exploration Stage
                                          
                                          
                                          (13,695,518
                                          )
                                          
                                          
                                          (12,429,649
                                          )Total
      Stockholders' Equity
                                          
                                          
                                          3,622,148
                                          
                                          
                                          
                                          4,613,570Total Liabilities and
      Stockholders' Equity
                                          
                                          
                                          3,909,103
                                          
                                          
                                          
                                          4,884,471
  See
Condensed notes to the Interim Financial
Statements


3




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Operations


For the
three months ended September 30, 2009 and September 30, 2008


and
the Period from Inception (June 3, 1999) to September 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





For
      the
                                                              
                                                              
                                                              For
      thethree
      month
                                                              
                                                              
                                                              three
      monthCumulative
                                                              
                                                              
                                                              period
      ended
                                                              
                                                              
                                                              period
      endedsince
                                                              
                                                              
                                                              Sept
      30,
                                                              
                                                              
                                                              Sept
      30,inception
                                                              
                                                              
                                                              2009
                                                              
                                                              
                                                              2008$
                                                              
                                                              
                                                              $
                                                              
                                                              
                                                              $Revenues
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Operating
      ExpensesGeneral
      and administration
                                                              
                                                              
                                                              6,050,543
                                                              
                                                              
                                                              
                                                              449,197
                                                              
                                                              
                                                              
                                                              734,360Project
      expenses
                                                              
                                                              
                                                              7,167,489
                                                              
                                                              
                                                              
                                                              785,770
                                                              
                                                              
                                                              
                                                              631,672Amortization
                                                              
                                                              
                                                              756,648
                                                              
                                                              
                                                              
                                                              45,255
                                                              
                                                              
                                                              
                                                              53,005Total
      Operating Expenses
                                                              
                                                              
                                                              13,974,680
                                                              
                                                              
                                                              
                                                              1,280,222
                                                              
                                                              
                                                              
                                                              1,419,037Loss
      from Operations
                                                              
                                                              
                                                              (13,974,680
                                                              )
                                                              
                                                              
                                                              (1,280,222
                                                              )
                                                              
                                                              
                                                              (1,419,037
                                                              )Other
      income-interest
                                                              
                                                              
                                                              369,615
                                                              
                                                              
                                                              
                                                              14,353
                                                              
                                                              
                                                              
                                                              11,799Interest
      Expense
                                                              
                                                              
                                                              (90,453
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Loss
      before Income Taxes
                                                              
                                                              
                                                              (13,695,518
                                                              )
                                                              
                                                              
                                                              (1,265,869
                                                              )
                                                              
                                                              
                                                              (1,407,238
                                                              )Provision
      for income taxes
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Net
      Loss
                                                              
                                                              
                                                              (13,695,518
                                                              )
                                                              
                                                              
                                                              (1265,869
                                                              )
                                                              
                                                              
                                                              (1,407,238
                                                              )Loss
      per Weighted Average Number of SharesOutstanding-Basic
      and Fully Diluted
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (0.02
                                                              )
                                                              
                                                              
                                                              (0.03
                                                              )Basic
      Weighted Average Number of SharesOutstanding
      During the Periods-Basic
      and Fully Diluted
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              60,198,500
                                                              
                                                              
                                                              
                                                              48,315,297


4




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Financial Statements of Changes in Stockholders’
Equity


From
Inception (June 3, 1999) to September 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





DeficitAccumulatedCommon
      Stock
                                                        
                                                        
                                                        Additional
                                                        
                                                        
                                                        Deferred
                                                        
                                                        
                                                        during
      the
                                                        
                                                        
                                                        TotalNumber
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Paid-in
                                                        
                                                        
                                                        Stock
                                                        
                                                        
                                                        Exploration
                                                        
                                                        
                                                        Stockholders'of
      Shares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        Compensation
                                                        
                                                        
                                                        Stage
                                                        
                                                        
                                                        Equity$
                                                        
                                                        
                                                        $
                                                        
                                                        
                                                        $
                                                        
                                                        
                                                        $
                                                        
                                                        
                                                        $For
      the period from inception (June 3, 1999) through July 1,
    2004
                                                        
                                                        
                                                        1
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        5,895
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (5,895
                                                        )
                                                        
                                                        
                                                        -Net
      (loss)
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        910
                                                        
                                                        
                                                        
                                                        (910
                                                        )Balance,
      June 30, 2005 (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 of interests in a refinery
                                                        
                                                        
                                                        88,500
                                                        
                                                        
                                                        
                                                        9
                                                        
                                                        
                                                        
                                                        22,116
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        22,125Common
      shares issued for purchase of a mill with capital
    equipments
                                                        
                                                        
                                                        6,975,000
                                                        
                                                        
                                                        
                                                        697
                                                        
                                                        
                                                        
                                                        1,743,053
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        1,743,750Stock
      issuance cost
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (59,426
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (59,426
                                                        )Stock
      based compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        30,026
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        30,026Net
      loss for the year ended June 30, 2007
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (2,845,424
                                                        )
                                                        
                                                        
                                                        (2,845,424
                                                        )Balance,
      June 30, 2007 (audited)
                                                        
                                                        
                                                        33,323,839
                                                        
                                                        
                                                        
                                                        3,332
                                                        
                                                        
                                                        
                                                        4,596,056
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (2,939,803
                                                        )
                                                        
                                                        
                                                        1,659,585Common
      stock issued to consultants
                                                        
                                                        
                                                        3,000,000
                                                        
                                                        
                                                        
                                                        300
                                                        
                                                        
                                                        
                                                        2,249,700
                                                        
                                                        
                                                        
                                                        (1,875,000
                                                        )
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        375,000Stock
      based compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        139,272
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        139,272Conversion of
      convertible debentures with accrued interest
                                                        
                                                        
                                                        7,186,730
                                                        
                                                        
                                                        
                                                        719
                                                        
                                                        
                                                        
                                                        3,590,801
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        3,591,520Common
      shares issued for acquisition ofinterests
      in mineral claims
                                                        
                                                        
                                                        175,000
                                                        
                                                        
                                                        
                                                        18
                                                        
                                                        
                                                        
                                                        104,982
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        105,000Common
      stock issued to a consultant
                                                        
                                                        
                                                        100,000
                                                        
                                                        
                                                        
                                                        10
                                                        
                                                        
                                                        
                                                        57,990
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        58,000Amortization
      of deferred stock compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        562,500
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        562,500Net
      loss for the year
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (3,791,042
                                                        )
                                                        
                                                        
                                                        (3,791,042
                                                        )Balance
      June 30, 2008 (audited)
                                                        
                                                        
                                                        43,785,569
                                                        
                                                        
                                                        
                                                        4,379
                                                        
                                                        
                                                        
                                                        10,738,801
                                                        
                                                        
                                                        
                                                        (1,312,500
                                                        )
                                                        
                                                        
                                                        (6,730,845
                                                        )
                                                        
                                                        
                                                        2,699,835Common
      shares issued for cash (net)
                                                        
                                                        
                                                        7,040,000
                                                        
                                                        
                                                        
                                                        704
                                                        
                                                        
                                                        
                                                        3,372,296
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        3,373,000Common
      stock issued to a consultant
                                                        
                                                        
                                                        75,000
                                                        
                                                        
                                                        
                                                        7
                                                        
                                                        
                                                        
                                                        43,493
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        43,500Common
      stock issued on acquisition of a subsidiary
                                                        
                                                        
                                                        397,024
                                                        
                                                        
                                                        
                                                        40
                                                        
                                                        
                                                        
                                                        31,722
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        31,762Common
      shares issued on warrant exercises
                                                        
                                                        
                                                        8,900,907
                                                        
                                                        
                                                        
                                                        890
                                                        
                                                        
                                                        
                                                        2,224,337
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        2,225,227Stock
      based compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        814,050
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        814,050Amortization
      of deferred stock compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        1
      ,125,000
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        1
      ,125,000Net
      loss for the year
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (5,698,804
                                                        )
                                                        
                                                        
                                                        (5,698,804
                                                        )Balance
      June 30, 2009 (audited)
                                                        
                                                        
                                                        60,198,500
                                                        
                                                        
                                                        
                                                        6,020
                                                        
                                                        
                                                        
                                                        17,224,699
                                                        
                                                        
                                                        
                                                        (187,500
                                                        )
                                                        
                                                        
                                                        (12,429,649
                                                        )
                                                        
                                                        
                                                        4,613,570Stock
      based compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        86,947
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        86,947Amortization
      of deferred stock compensation
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        187,500
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        187,500Net
      loss for the three  month period
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (1,265,869
                                                        )
                                                        
                                                        
                                                        (1,265,869
                                                        )Balance
      September 30, 2009 (unaudited)
                                                        
                                                        
                                                        60,198,500
                                                        
                                                        
                                                        
                                                        6,020
                                                        
                                                        
                                                        
                                                        17,311,646
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (13,695,518
                                                        )
                                                        
                                                        
                                                        3,622,148





See
Condensed notes to the Interim Financial Statements


5




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Cash Flows


For the
three months ended September 30, 2009 and September 30, 2008


and for
the period from Inception (June 3, 1999) to September 30, 2009.


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





CumulativeSince
                                        
                                        
                                        Sept
      30,
                                        
                                        
                                        Sept
      30,Inception
                                        
                                        
                                        2009
                                        
                                        
                                        2008Cash
      Flows from Operating ActivitiesNet
      loss
                                        
                                        
                                        (13,695,518
                                        )
                                        
                                        
                                        (1,265,869
                                        )
                                        
                                        
                                        (1,407,238
                                        )Adjustment
      for:Amortization
                                        
                                        
                                        756,648
                                        
                                        
                                        
                                        45,255
                                        
                                        
                                        
                                        53,005Amortization
      of debt issuance cost
                                        
                                        
                                        247,490
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Stock
      based compensation
                                        
                                        
                                        1,070,295
                                        
                                        
                                        
                                        86,947
                                        
                                        
                                        
                                        48,124Shares
      issued for mineral claims, as part of project expenses
                                        
                                        
                                        1,452,650
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Shares
      issued for consultant services expensed
                                        
                                        
                                        2,351,500
                                        
                                        
                                        
                                        187,500
                                        
                                        
                                        
                                        324,750Shares
      issued on acquisition of subsidiary
                                        
                                        
                                        31,762
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Interest
      on convertible debentures
                                        
                                        
                                        90,453
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Changes
      in non-cash working capitalPrepaid
      expenses
                                        
                                        
                                        (215,362
                                        )
                                        
                                        
                                        (9,880
                                        )
                                        
                                        
                                        (47,102
                                        )Accounts
      payable
                                        
                                        
                                        209,803
                                        
                                        
                                        
                                        22,803
                                        
                                        
                                        
                                        100,973Accrued
      liabilities
                                        
                                        
                                        77,593
                                        
                                        
                                        
                                        (6,749
                                        )
                                        
                                        
                                        (103,965
                                        )Net
      cash used in operating activities
                                        
                                        
                                        (7,622,686
                                        )
                                        
                                        
                                        (939,993
                                        )
                                        
                                        
                                        (1,031,453
                                        )Cash
      Flows from Investing ActivitiesDecrease
      (Increase) in Short-term investments
                                        
                                        
                                        (2,323,170
                                        )
                                        
                                        
                                        793,633
                                        
                                        
                                        
                                        -Acquisition
      of plant and equipment for cash
                                        
                                        
                                        (95,203
                                        )
                                        
                                        
                                        (5,431
                                        )
                                        
                                        
                                        (1,858
                                        )Proceeds
      from sale of plant and equipment
                                        
                                        
                                        2,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      cash provided (used) in investing activities
                                        
                                        
                                        (2,415,873
                                        )
                                        
                                        
                                        788,202
                                        
                                        
                                        
                                        (1,858
                                        )Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash
                                        
                                        
                                        4,790,740
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,520,000Issuance
      of common shares for warrant exercises
                                        
                                        
                                        2,225,227
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Issuance
      of convertible debentures subsequently converted to cash
                                        
                                        
                                        3,501,067
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Stock
      and debenture placement commissions paid in cash
                                        
                                        
                                        (210,000
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (147,000
                                        )Net
      cash provided by financing activities
                                        
                                        
                                        10,307,034
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,373,000Net
      Change in Cash
                                        
                                        
                                        268,475
                                        
                                        
                                        
                                        (151,791
                                        )
                                        
                                        
                                        2,339,689Cash-
      beginning of period
                                        
                                        
                                        -
                                        
                                        
                                        
                                        420,266
                                        
                                        
                                        
                                        1,553,855Cash
      - end of period
                                        
                                        
                                        268,475
                                        
                                        
                                        
                                        268,475
                                        
                                        
                                        
                                        3,893,544Supplemental
      Cash Flow InformationInterest
      paid
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Income
      taxes paid
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
  See
Condensed notes to the Interim Financial
Statements


6




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




1.
            Basis
      of Presentation





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with U.S.
generally accepted accounting principles (GAAP); however, such information
reflects all adjustments (consisting solely of normal recurring adjustments),
which are, in the opinion of management, necessary for a fair statement of the
results for the interim periods.  The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and Notes thereto together with management’s discussion and analysis
of financial condition and results of operations contained in the Company’s
annual report on Form 10-K for the year ended June 30, 2009. In the opinion of
management, the accompanying condensed consolidated financial statements reflect
all adjustments of a normal recurring nature considered necessary to fairly
state the financial position of the Company at September 30, 2009 and June 30,
2009, the results of its operations for the three-months periods ended September
30, 2009 and September 30, 2008, and its cash flows for the three-months periods
ended September 30, 2009 and September 30, 2008. 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 three-month period
ended September 30, 2009 are not necessarily indicative of results to be
expected for the full year.





The
consolidated financial statements include the accounts of the Company and its
subsidiaries, Infrastructure Materials Corp US and Silver Reserve
Corp.  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
$13,695,518 from inception to September 30, 2009.  The Company
has funded operations through the issuance of capital stock and convertible
debentures.  In May and June of 2006, the Company closed a private
placement of its common stock for gross proceeds of $415,000.  During
the year ended June 30, 2007 the Company raised $848,935 (including $300,000
received in the prior year as stock subscriptions) through private placement of
its common stock for cash.  The Company also issued Convertible
Debentures in the amount of $1,020,862 during the year ended June 30, 2006 and
issued Convertible Debentures in the amount of $2,480,205 during the year ended
June 30, 2007.   During the three-month period ended September
30, 2008 the Company completed private placements of common stock for proceeds
of $3,373,000 net of cash expenses. During the three-month period ended March
31, 2009 as a result of warrant exercises the Company issued common stock for
proceeds of $2,225,227. Management's plan is to continue raising additional
funds through future equity or debt financing until it achieves profitable
operations from production of minerals or metals on its properties, if
feasible.


7


INFRASTRUCTURE
MATERIALS CORP.
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 September
30, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)





3.
            Nature
      of Operations





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





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





The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property exploration costs are
expensed as incurred.  Mineral property payments are capitalized only
if the Company is able to allocate any economic value beyond proven and probable
reserves. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property will be capitalized.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense. All costs associated with a property that has the potential to
add to the Company’s proven and probable reserves are expensed until a final
feasibility study demonstrating the existence of proven and probable reserves is
completed.  No costs have been capitalized in the periods covered by
these financial statements. Once capitalized, such costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.




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




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





In
November of 2008, the Company expanded its business focus to include the
exploration and, if warranted, development of cement grade limestone properties,
also located in the States of Nevada and Idaho.  The Company acquired
as a wholly-owned subsidiary Infrastructure Materials Corp US (“IMC US”), a
Nevada Corporation, pursuant to a Share Exchange Agreement (the “Agreement”)
between the Company, IMC US and Todd D. Montgomery dated as of November 7, 2008.
Mr. Montgomery was the sole shareholder of IMC US, in addition to serving as the
Company’s Chief Executive Officer and as a member of its Board of
Directors.


8


INFRASTRUCTURE
MATERIALS CORP.
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 September
30, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


3.
            Nature
      of Operations-Cont’d.





The
Agreement was approved by the disinterested members of the Company’s Board of
Directors on November 6, 2008.  Under the terms of the Agreement, the
Company acquired all of the issued and outstanding stock of IMC US in exchange
for 397,024 shares of the Company’s common stock at the agreed price of $0.50
per share. The transaction was measured at the fair value, being the market
value of the equity instruments delivered on the transaction date. The fair
value of the Company’s 397,024 shares issued at closing was measured at
$31,762.





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





Subsequent
to the acquisition of IMC US, it was determined that the Goodwill was
impaired.





IMC US
controls eight limestone Projects in Nevada, made up of 619 mineral claims
covering 12,789 acres. IMC US  and has leased 100% of the Mineral
Rights on an additional 1,120 acres and 50% of the Mineral Rights on 6,740
acres. In addition IMC US controls one limestone project in Idaho consisting of
63 mineral claims covering 1,302 acres. The Company does not consider the claims
or mineral rights to be material at this time and has expensed this cost to
project expense.  The Company’s assessment of the claims and mineral
rights may change after exploration of the claims.  Subsequent to the
period covered by this report, an additional 371 mineral claims in Lincoln
County and 79 mineral claims in Pershing County, Nevada were
recorded.





On
December 18, 2008, the Company incorporated a second wholly owned subsidiary in
the State of Delaware under its former name, “Silver Reserve Corp.”,(sometimes
referred to as “Silver Reserve”). The Company assigned all fourteen of its
silver/base metal projects in Nevada to this subsidiary. The fourteen claim
groups contained 545 claims covering 11,259 acres and has 9 patented claims. The
Company does not consider the claims to be material at this time and has
expensed this cost to project expense.  The Company’s assessment of
the claims may change after exploration of the claims.


9




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




4.
            Plant
      and Equipment, Net




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




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





Sep
      30, 2009
                                    
                                    
                                    Accumulated
                                    
                                    
                                    June
      30, 2009
                                    
                                    
                                    AccumulatedCost
                                    
                                    
                                    Depreciation
                                    
                                    
                                    Cost
                                    
                                    
                                    Depreciation$
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $Office,
      furniture and fixtures
                                    
                                    
                                    18,830
                                    
                                    
                                    
                                    9,034
                                    
                                    
                                    
                                    18,830
                                    
                                    
                                    
                                    8,506Computer
      equipment
                                    
                                    
                                    12,001
                                    
                                    
                                    
                                    4,090
                                    
                                    
                                    
                                    6,571
                                    
                                    
                                    
                                    3,405Leasehold
      improvements
                                    
                                    
                                    16,230
                                    
                                    
                                    
                                    16,168
                                    
                                    
                                    
                                    16,230
                                    
                                    
                                    
                                    14,815Plant
      and Machinery
                                    
                                    
                                    1,514,511
                                    
                                    
                                    
                                    592,761
                                    
                                    
                                    
                                    1,514,677
                                    
                                    
                                    
                                    557,350Tools
                                    
                                    
                                    6,724
                                    
                                    
                                    
                                    3,515
                                    
                                    
                                    
                                    6,725
                                    
                                    
                                    
                                    3,281Vehicles
                                    
                                    
                                    76,406
                                    
                                    
                                    
                                    27,162
                                    
                                    
                                    
                                    76,407
                                    
                                    
                                    
                                    24,276Consumables
                                    
                                    
                                    64,197
                                    
                                    
                                    
                                    56,005
                                    
                                    
                                    
                                    64,197
                                    
                                    
                                    
                                    54,835Molds
                                    
                                    
                                    900
                                    
                                    
                                    
                                    594
                                    
                                    
                                    
                                    900
                                    
                                    
                                    
                                    569Mobile
      Equipment
                                    
                                    
                                    73,927
                                    
                                    
                                    
                                    36,228
                                    
                                    
                                    
                                    73,927
                                    
                                    
                                    
                                    34,244Factory
      Buildings
                                    
                                    
                                    74,849
                                    
                                    
                                    
                                    10,922
                                    
                                    
                                    
                                    74,849
                                    
                                    
                                    
                                    10,1121,858,575
                                    
                                    
                                    
                                    756,479
                                    
                                    
                                    
                                    1,853,313
                                    
                                    
                                    
                                    711,393Net
      carrying amount
                                    
                                    
                                    
                                    
                                    
                                    
                                    1,102,096
                                    
                                    
                                    
                                    1,141,920Amortization
      charges
                                    
                                    
                                    
                                    
                                    
                                    
                                    45,255
                                    
                                    
                                    
                                    214,204


10


INFRASTRUCTURE
MATERIALS CORP.
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 September
30, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


5.
            Convertible
      Debentures




During
the years ended June 30, 2006 and June 30, 2007, the Company issued convertible
debentures for $1,020,862 and $2,480,205 respectively, for a total of
$3,501,067.  During the quarter ended December 31, 2007, all holders
of the Company’s convertible debentures exercised their conversion rights. Under
the terms of the convertible debentures, the holders converted the principal
amount of their convertible debentures into “units” at $0.50 per unit, where
each unit consisted of a share of the Company’s common stock (a “Share”) and a
warrant to purchase a Share at a purchase price of $0.75 per
Share.  An aggregate of 7,002,134 Shares and an aggregate of 7,002,134
Share purchase warrants were issued upon conversion of the principal
amount.





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





6.
            Issuance of common shares and
      warrants




Year ended June 30,
2009





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





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





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


11




INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




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





During
February 2009, the Company issued a total of 8,900,907 Shares upon the exercise
of warrants at $0.25 per Share. On December 11, 2008 the Company’s Board of
Directors approved an offer to all warrant holders of the Company to reduce the
exercise price of such warrants from $0.75 per Share to $0.25 per share if the
warrants were exercised prior to February 28, 2009.





Warrants





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





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





During
the year ended June 30, 2009, the Company completed the private placement of
7,040,000 “Units” at $0.50 per Unit with accredited investors, as that term is
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).   Each one Unit consists of one Share and
one half of a Share purchase warrant (a “Warrant”).  Each full Warrant
entitled the holder to purchase one share at $0.75 on or before September 1,
2010.  The private placement was exempt from registration under the
Securities Act pursuant to an exemption afforded by Regulation S promulgated
thereunder (“Regulation S”). All of the investors were non-U.S. Persons as that
term is defined under Regulation S and executed subscription agreements
containing the representations and covenants required for the exemption under
Regulation S.  The Company paid a commission of $147,000 and issued
294,000 broker warrants to purchase Units at $0.50 per Unit in connection with
the private placement.  The Units have the same terms as those sold to
investors.  The broker warrants expire on September 1,
2010.





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





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




12


INFRASTRUCTURE
MATERIALS CORP.
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 September
30, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


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





Number
      ofWarrants
                  
                  
                  ExerciseGranted
                  
                  
                  Prices
                  
                  
                  Expiry
      Date$Outstanding
      at June 30, 2007 and average exercise price
                  
                  
                  700,214
                  
                  
                  
                  0.50Granted
      in year 2007-2008
                  
                  
                  7,002,134
                  
                  
                  
                  0.75
                  
                  
                  Dec
      31, 2009Exercised
      in year 2007-2008
                  
                  
                  -
                  
                  
                  
                  -Expired
      in year 2007-2008
                  
                  
                  -
                  
                  
                  
                  -Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at June 30, 2008 and average exercise price
                  
                  
                  7,702,348
                  
                  
                  
                  0.73Granted
      in year 2008-2009
                  
                  
                  3,520,000
                  
                  
                  
                  0.75
                  
                  
                  Sept
      1, 2010Granted
      in year 2008-2009
                  
                  
                  294,000
                  
                  
                  
                  0.50
                  
                  
                  Sept
      1, 2010Exercised
      in year 2008-2009
                  
                  
                  (8,900,907
                  )
                  
                  
                  0.75Expired
      in year 2008-2009
                  
                  
                  -
                  
                  
                  
                  -Cancelled
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at June 30, 2009 and average exercise price
                  
                  
                  2,615,441
                  
                  
                  
                  0.66Granted
      during three months ended Sept 30, 2009
                  
                  
                  -
                  
                  
                  
                  -Exercised
      during three months ended Sept 30, 2009
                  
                  
                  -
                  
                  
                  
                  -Expired
      during three months ended Sept 30, 2009
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      during three months ended Sept 30, 2009
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at Sept 30, 2009 and average exercise price
                  
                  
                  2,615,441
                  
                  
                  
                  0.66





Three month period endedSeptember
30,
2009





There
were no securities issued during this period.




7.
            Stock
      Based Compensation




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


13


INFRASTRUCTURE
MATERIALS CORP.
 (AN
EXPLORATION STAGE MINING COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 September
30, 2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)


7.
            Stock
      Based Compensation-Cont’d




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





Threemonths endedSeptember 30, 2009





On
September 14, 2009 the Board terminated the consulting services agreement with
Scott Koyich effective as of October 15, 2009 and resolved to extend the expiry
of his options from his termination date to October 15, 2010.




For the
three month period ended September 30, 2009, the Company recognized in the
financial statements, stock-based compensation costs as per the following
details. The fair value of each option used for the purpose of estimating the
stock compensation is based on the grant date using the Black-Scholes option
pricing model with the following weighted average assumptions.





The
expected term calculation is based upon the expected term the option is to be
held, which is the full term of the option.  The risk-free interest
rate is based upon the U.S. Treasury yield in effect at the time of grant for an
instrument with a maturity that is commensurate with the expected term of the
stock options.  The dividend yield of zero is based on the fact
that  the Company has never paid cash dividends on its common stock
and has 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


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




7.
              Stock
      Based Compensation-Cont’d





Date
      of grant
                
                10-Apr
                
                
                17-Apr
                
                
                24-Jan
                
                
                2-Apr
                
                
                23-Jun
                
                
                7-Aug
                
                
                11-Dec
                
                
                11-Dec
                
                
                11-Dec
                
                
                19-Dec
                
                
                1-Jan
                
                
                3-Feb
                
                
                5-Jun2007
                
                
                2007
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2008
                
                
                2009
                
                
                2009
                
                
                2009
                
                
                TotalRisk
      free rate
                
                
                4.50
                %
                
                
                4.50
                %
                
                
                5.00
                %
                
                
                5.00
                %
                
                
                5.00
                %
                
                
                5.00
                %
                
                
                2.95
                %
                
                
                2.95
                %
                
                
                2.95
                %
                
                
                2.95
                %
                
                
                2.95
                %
                
                
                2.95
                %
                
                
                2.95
                %Volatility
      factor
                
                
                50
                %
                
                
                50
                %
                
                
                50
                %
                
                
                90.86
                %
                
                
                111.64
                %
                
                
                112.99
                %
                
                
                149.96
                %
                
                
                149.96
                %
                
                
                149.96
                %
                
                
                166.69
                %
                
                
                168.45
                %
                
                
                170.57
                %
                
                
                155.95
                %Expected
      dividends
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                -Forfeiture
      rate
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                0
                %
                
                
                -Expected
      life
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                1-4
      years
                
                
                5
      years
                
                
                5
      years
                
                
                5
      years
                
                
                
                -Exercise
      price
                
                $
                0.50
                
                
                $
                0.50
                
                
                $
                0.60
                
                
                $
                0.35
                
                
                $
                0.52
                
                
                $
                0.46
                
                
                $
                0.15
                
                
                $
                0.25
                
                
                $
                0.25
                
                
                $
                0.30
                
                
                $
                0.15
                
                
                $
                0.31
                
                
                $
                0.47
                
                
                
                -Total
      number of options granted
                
                
                1,850,000
                
                
                
                50,000
                
                
                
                50,000
                
                
                
                400,000
                
                
                
                250,000
                
                
                
                50,000
                
                
                
                1,950,000
                
                
                
                50,000
                
                
                
                50,000
                
                
                
                1,950,000
                
                
                
                300,000
                
                
                
                150,000
                
                
                
                50,000
                
                
                
                7,150,000Grant
      date fair value
                
                $
                0.07
                
                
                $
                0.07
                
                
                $
                0.29
                
                
                $
                0.25
                
                
                $
                0.42
                
                
                $
                0.38
                
                
                $
                0.14
                
                
                $
                0.13
                
                
                $
                0.45
                
                
                $
                0.18-$0.27
                
                
                $
                0.14
                
                
                $
                0.29
                
                
                $
                0.43
                
                
                
                -Total
      number of options cancelled/forfeited
                
                
                (1,850,000
                )
                
                
                (50,000
                )
                
                
                (50,000
                )
                
                
                (216,667
                )
                
                
                (250,000
                )
                
                
                (50,000
                )
                
                
                (25,000
                )
                
                
                (50,000
                )
                
                
                (50,000
                )
                
                
                
                
                
                
                (
                )
                
                
                
                
                
                
                
                
                
                
                (591,667
                )Stock-based
      compensation cost expensed during the three month period ended Sept 30,
      2009
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                67,534
                
                
                
                
                
                
                $
                2,788
                
                
                
                
                
                
                
                
                
                
                $
                11,135
                
                
                $
                5,490
                
                
                
                86,947Unexpended
      Stock-based compensation cost deferred over the vesting
    period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                57,633
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                $
                14,561
                
                
                $
                14,661
                
                
                $
                86,855





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


15


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





The
following table summarizes the options outstanding as at September 30,
2009:





Outstanding,
      beginning of year
                  
                  
                  4,639,583Granted/re-issued
                  
                  
                  -Forfeited/Cancelled
                  
                  
                  (81,250
                  )Outstanding
      at September 30, 2009
                  
                  
                  4,558,333





As of
September 30, 2009, there was $86,855 of unrecognized expenses related to
non-vested stock-based compensation arrangements granted. The stock-based
compensation expense for the three-month period ended September 30,
2009 was $86,947.




8.
            Deferred
      Stock Compensation





The
Company issued 1,500,000 Shares each to two consultants, for a total of
3,000,000 Shares valued at $2,250,000. The Shares issued to the consultants are
considered “restricted” and cannot be resold unless an exemption from
registration is available, such as the exemption afford by Rule 144 promulgated
under the Securities Act. The Company expensed proportionate consulting expenses
of $187,500 during the three months ended September 30, 2009 and $1,125,000
during the year ended June 30, 2009. Consulting expenses were completely
expensed by the end of September 30, 2009 and are no longer reflected as a
deferred stock compensation expense under shareholders’ equity in the balance
sheet.





9.
              Commitments
      and Contingencies





On August
1, 2006, the Company acquired the Pansy Lee Claims from Anglo Gold Mining Inc.
in exchange for 1,850,000 shares of the Company’s common stock.  The
Company’s interest was acquired pursuant to an Asset Purchase Agreement dated
August 1, 2006 (the “Pansy Lee Purchase Agreement”).  Pursuant to the Pansy
Lee Purchase Agreement, in the event that any one or more claims becomes a
producing claim, the Company’s 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.


16


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company paid Brehnam 1,500,000 Shares earned in equal
installments of 375,000 shares on December 1, 2007, June 1, 2008, December 1,
2008 and June 1, 2009.  Such 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and are deemed to be in Brenham’s
possession and were issued as “restricted” and may not be re-sold unless an
exemption from registration is available such as the exemption afforded by Rule
144 promulgated under the Securities Act.   On July 6, 2009 the
consulting period was amended and extended to August 30, 2011 without further
compensation.





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company paid Costa 1,500,000 Shares earned in equal installments of 375,000
shares on December 1, 2007, June 1, 2008, December 1, 2008 and June 1,
2009.  Such 1,500,000 Shares were tendered in one certificate upon
execution of the agreement and are deemed to be in Costa’s possession and
were issued as “restricted” and may not be re-sold unless an exemption from
registration is available such as the exemption afforded by Rule 144 promulgated
under the Securities Act.  On July 6, 2009 the consulting period was
amended and extended to August 30, 2011 without further
compensation.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined. The Company is
required to authorize in writing each stage of the work before the work
proceeds. As at September 30, 2009, the Company had authorized and paid Lumos
and Associates $269,260 (June 30, 2009 - $134,181).





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos and
Associates, to facilitate the completion exploration drilling “Notices of
Intent” and Plans of Operation in compliance with the requirements of the United
States Bureau of Land Management. The Company estimates the costs of each Notice
of Intent plan to range from $3,000 to $4,000. Plans of Operation will be priced
separately. As at September 30, 2009 the Company had paid $37,710 relating to
this contract.


17


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd. (“Lance”), at $12,500 per month to provide personnel to carry out
administration services for the Company. On November 1, 2008, the Consulting
Services Agreement was amended to reduce the monthly fee to $10,000 for the
months of December 2008 and January 2009 and thereafter to $7,500. On October 6,
2009 the Company informed Lance Capital Ltd. of its decision to terminate the
agreement with two months notice. It is the Company’s intention to consolidate
the administrative duties being provided by Lance into its Reno, Nevada
office.  It is anticipated that the transition will be completed by
mid-February 2010 and Lance has agreed to continue providing its services for
the duration as required. Refer to “Subsequent events” in this
Report.





On May
20, 2008, the Company entered into an option agreement (the “Option Agreement”)
with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
mineral claims located in Elko County, Nevada and known as the “Medicine
Claims.” During the term of the Option Agreement, the Company has the exclusive
right to explore and develop, if warranted, the Medicine Claims.  The
Company paid $10,000 to the Optionees upon execution of the Option Agreement.
 The Option Agreement requires the Company to make additional payments as
follows: $15,000 on the first anniversary of the Date of Closing, $30,000 on the
second anniversary of the Date of Closing, $60,000 on the third anniversary of
the Date of Closing and $80,000 on each anniversary of the Date of Closing
thereafter until the tenth anniversary of the Date of Closing. The Optionees may
elect to receive payment in cash or in shares of the Company’s common stock.
Upon making the final payment on the tenth anniversary of the Date of Closing,
the Company will have earned a 100% undivided interest in the Medicine Claims.
On April 7, 2009, the Company amended the Option Agreement. This amendment
reduced the option payment due on May 1, 2009 from $15,000 to $10,000 and
increased the payment due May 1, 2010 from $30,000 to $35,000.





Pursuant
to the Option Agreement, the Medicine Claims are subject to a 3% net smelter
return (“NSR”) royalty payable to the Optionees.  The payments made during
the term of the Option Agreement are to be applied as advance NSR royalty
payments. Beginning on the eleventh anniversary of the Date of Closing, the
Company is required to make annual advance royalty payments of $80,000. At such
time as the Medicine Claims are in production, if ever, the Company shall make
annual royalty payments equal to the greater of the actual 3% NSR or $80,000.
 The Company may terminate the Option Agreement at any time before the
option is fully exercised upon 60 days notice to the Optionees. The Company
does not consider the Medicine Claims to be material assets at this time;
however this assessment may change upon further exploration.


18





INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement with a
corporation that is controlled by Mr. Douglas (the “Consulting Agreement”). The
Consulting Agreement has a term of one year and is then automatically renewable.
Either party may terminate the Consulting Agreement upon 90 days notice to the
other party. During the term of the Consulting Agreement the Company will pay
the corporation 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
“Lease Agreement”) with the Earl Edgar Mineral Trust (the “Lessor”) to lease
certain mineral rights in Elko County, Nevada.  The term of the Lease
Agreement is ten years and will automatically renew on the same terms and
conditions for additional ten-year periods, provided the Company is conducting
exploration, development or mining either on the surface or underground 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 Lease Agreement. On January 1, of
each year commencing in 2010 and extending for so long as the Lease Agreement is
in effect the Company is obligated to make the following payments
during:





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





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


19


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





The
Lessor is entitled to receive a Royalty of $0.50 per ton for material mined and
removed from Property A and $0.25 per ton for material mined and removed from
Property B during the term of the Lease Agreement and any renewal
thereof.





On April
9, 2009 the Board of Directors approved an Amendment to Mineral Lease Agreement
(the “Amendment”), effective December 8, 2008 between IMC US and the Earl Edgar
Mineral Trust, Warner Whipple, Trustee, such amendment to be effective as of
December 8, 2008.  The Amendment provides for Standard Steam LLC to
carry out exploration for geothermal energy sources on the leased mineral rights
property after obtaining the written consent of the Company.  The
Amendment also provides for other cooperation with Standard Steam LLC regarding
mineral rights on the properties which the Company holds a 50% interest in the
mineral rights.





Effective
as of January 1, 2009, the Company entered into a Consulting Agreement with
Scott Koyich (the “Consultant”) for a period of six months, which was extended
on June 29, 2009 to December 31, 2009 to provide consulting services with
respect to financial public relations, business promotion, business growth and
development.   On September 14, 2009 this agreement was
terminated, effective as of October 15, 2009. The Consultant was paid $5,000 per
month for his services during the term of the Agreement and was granted options
to acquire 300,000 Shares of the Company at $0.15 per share for a term of five
years. These options vested at the rate of 50,000 options per month and all
options had vested by the termination of the agreement. The expiry of the
options was extended to October 15, 2010.





On
February 23, 2009, the Board of Directors approved a drilling contract with
Harris Exploration Drilling and Associates Inc. dated February 25, 2009 to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down time and moving time, plus other costs
dependant on conditions and supplies. The Company paid a $25,000 refundable
deposit upon execution of the contract to be applied to the final invoice.
During the three month period ended September 30, 2009, the Company paid Harris
Exploration Drilling $154,099 to complete 5,830 feet of
drilling. During the year ended June 30, 2009 the Company paid Harris
Exploration Drilling $223,265 to complete 10,495 feet of
drilling.


20


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





On April
24, 2009, IMC US entered into a consulting agreement with PHW Consulting
(“PHW).  PHW is to provide collection, analysis and interpretation of
data pertaining to mineral claims in Clark and Lincoln counties of Nevada owned
by IMC US.  PHW is also required to write and submit a Canadian
National Instrument 43-101 (“NI 43-101”) compliant Technical Report on the
Blue Nose Project in Lincoln County.  The cost is $15,000
for such NI 43-101 compliant technical report plus $500.00 per day and out
of pocket expenses for data collection, analysis and interpretation As of
September 30, 2009 the Company has paid $12,943 for data collection and out of
pocket expenses.





On May
25, 2009, IMC US hired Lumos & Associates 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 including 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. The Company has to authorize each phase of the work. The
Company paid Lumos & Associates $13,288 during the three-months ended
September 30, 2009 and $9,952 during the year ended June 30, 2009.





On August
7, 2009, the Company resolved to conduct research and employ experts to provide
an opinion on the merits of limestone properties in Manitoba, Canada, held by
Infrastructure Materials Corp. Canada, which is controlled by Todd Montgomery,
the Company’s CEO and a Director. The Company also will commission a market
study to determine the market for cement that could be serviced from a cement
plant in the location of such properties and the anticipated demand for cement
looking forward five to twenty years.  It is anticipated that the cost
of this analysis costs will be approximately $50,000 to $75,000.




On August
7, 2009 the Company entered into an agreement with Watts, Griffis and McOuat,
Consulting Geologists and Engineers to prepare a valuation report of certain
cement grade limestone properties in Manitoba, Canada. The valuation date of the
properties will be September 1, 2009. The Company paid a $10,000 CAD refundable
deposit upon execution of the contract to be applied to the final invoice. The
cost of such report is estimated to be between $15,000 and $25,000. The Company
incurred costs of $1,647 CAD during the three months ended September 30,
2009.





On
September 30, 2009, the Company entered into an agreement with Railroad
Industries Incorporated to prepare a market analysis for Portland Cement, Cement
Clinker and Limestone aggregate in Manitoba, Canada.  The cost for the
study is estimated to be between $18,550 and $26,600, depending on the number of
hours required.


21


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





9.
            Commitments
      and Contingencies – Cont’d





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before August 31st of each
year, a fee in the amount of $140.00 per mineral claim held by the
Company.  The total amount paid on August 31, 2009 was $172,620 for
1,233 claims held by the Company at that date.





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





The
Company also holds 9 patented claims and 2 leased patented claims.  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.





10.
            Related
      Party Transactions





Threemonths endedSeptember 30, 2009




Roger
Hall, a Director of the Company, received $46,125 in connection with services he
performed for the Company as a senior geologist.




Joanne
Hughes served as Corporate Secretary and received $10,789.




Mason
Douglas, President and a member of the Company’s Board of Directors,
received $25,500.




Three months ended September
30, 2008




Roger
Hall, a Director of the Company, received $56,316 in connection with services he
performed for the Company as a senior geologist.




Janet
Shuttleworth, former Treasurer and Corporate Secretary, was paid
$14,585.




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




Mason
Douglas, President, was paid $25,500.





11.
            Subsequent
      Events





The
Company has reviewed subsequent events up to October 26, 2009. Subsequent events
are as follows:


22


INFRASTRUCTURE
MATERIALS CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


September
30, 2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





On
October 6, 2009, the Company informed Lance Capital Ltd. (“Lance”), of its
intention to terminate its Consulting Services Agreement with Lance with two
months notice, pending acceptance of the termination by Lance. It is the
Company’s intention to consolidate the administrative duties being provided by
Lance into its Reno, Nevada office.  It is anticipated that the
transition will be completed by mid February 2010 and Lance has agreed to
continue providing its services for the duration as required.





On
October 15, 2009, Roger Hall was appointed Vice President-Exploration of IMC US.
Mr. Hall is also a member of the Company’s Board of Directors.





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




On
October 22, 2009, Rakesh Malhotra was appointed Chief Financial Officer of the
Company.





Subsequent
to three months ended September 30, 2009, the Company recorded an additional 371
mineral claims in Lincoln County and 79 mineral claims in Pershing County,
Nevada.


23





MANAGEMENT'S
DISCUSSION AND ANALYSIS OF




FINANCIAL
CONDITION AND RESULTS OF OPERATION




FOR
THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009





PLAN OF
OPERATIONS





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





Discussion
of Operations and Financial Condition





Three
Month Period ended September 30, 2009





The
Company has no source of revenue and we continue to operate at a
loss.  We expect our operating losses to continue for so long as we
remain in an exploration stage and perhaps thereafter.  As at
September 30, 2009, we had accumulated losses of $13,695,518.  Our
ability to emerge from the exploration stage and conduct mining operations is
dependent, in large part, upon our raising additional equity
financing.  We are continuing our efforts to raise capital and are
moving forward with development of our assets.





In
November of 2008, the Company substantially changed its business focus to the
exploration and development of cement grade limestone properties located in the
States of Nevada and Idaho.  This followed a period of research and
analysis by management earlier in  2008 with respect to the growing
need for repair and upgrading of basic infrastructure in North
America.   The Company determined that infrastructure investment
would increase and with it the demand for cement.  The Company
projected that areas such as Nevada and California would have a significant
shortfall in cement production.  As a result of this research, the
Company set out to acquire cement grade limestone properties in strategic
locations that could supply these areas.  The stimulus and
infrastructure investments announced by the Obama Administration further
strengthened the Company’s conclusions.  Current proposals by
governments to create jobs through large scale expenditures in infrastructure
only enhance the Company’s opportunity.





The
Company’s major endeavor over the three months ended September 30, 2009 has been
its effort to pursue exploration activities on our limestone Projects as well as
secure a sale of our silver properties and milling facility.





We have
identified and recorded 619 claims on BLM land covering eight
Projects. On  private land we acquired 100% of the Mineral Rights
on 1,120 acres and 50% of the Mineral Rights on 6,740 acres all of which have
potential for cement grade limestone.  Exploration on these limestone
properties indicates that the Morgan Hill Project and the Blue Nose Project have
potential for development of a substantial cement grade limestone
resource.  Our efforts going forward through our fiscal year 2009/2010
will be concentrated on development of these two Projects and the search for
other limestone deposits in strategic locations that can service areas with a
shortage of cement production.





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


24





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





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





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





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








25





Stock Based
Compensation





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





On
December 19, 2008, the Company approved the reduction of the exercise price of
1,950,000 outstanding options held by directors and consultants of the Company
issued at prices of $0.50 and $0.60 per share to $0.30 per share with all other
terms of the grant remaining the same.





On
January 1, 2009, the Board granted options to one consultant to purchase 300,000
common shares at an exercise price of $0.15 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vested at the rate of 50,000 options per month commencing January 1, 2009.
On September 14, 2009 the consultant’s agreement was terminated effective
October 15, 2009. All of the consultant’s options had vested by the termination
of the agreement and the expiry of these options was extended to October 15,
2010.





On
February 3, 2009, the Board granted options to two contract employees to
purchase 50,000 and 100,000 common shares respectively, for a total of 150,000
common shares at an exercise price of $0.31 per share. These options were
granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
vest at the rate of 1/12 each month until fully vested. The options granted are
for a term of 5 years.





SELECTEDFINANCIALINFORMATION





Three months ended
                      
                      
                      Three months endedSept.30,2009
                      
                      
                      Sept.30,2008Revenues
                      
                      $
                      Nil
                      
                      
                      $
                      NilNet
      Loss
                      
                      $
                      1,265,869
                      
                      
                      $
                      1,407,238Loss
      per share-basic and diluted
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.03
                      )





As at
                        
                        
                        As atSept.30,2009
                        
                        
                        June30,2009Total
      Assets
                        
                        $
                        3,909,103
                        
                        
                        $
                        4,884,471Total
      Liabilities
                        
                        $
                        286,955
                        
                        
                        $
                        270,901Cash
      dividends declared per share
                        
                        $
                        Nil
                        
                        
                        $
                        Nil





The total
assets as of September 30, 2009 include cash and cash equivalents for $268,475,
short term investments for $2,323,170, prepaid expenses and other receivables
for $215,362 and capital assets for $1,102,096.  As of June 30, 2009
total assets includes cash and cash equivalents of $420,266, short-term
investments of $3,116,803, prepaid expenses of $205,482 and capital assets of
$1,141,920.





Revenues





No
revenue was generated by the Company’s operations during the
three-month periods ended September 30, 2009 and September 30,
2008.


26





Net
Loss




The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property exploration costs are
expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property will be capitalized. For the purpose
of preparing financial information, the Company is unable to allocate any
economic value beyond proven and probable reserves and hence all property
payments are considered to be impaired and accordingly written off to project
expense. All costs associated with a property that has the potential to add to
the Company’s proven and probable reserves are expensed until a final
feasibility study demonstrating the existence of proven and probable reserves is
completed. No costs have been capitalized in the periods covered by these
financial statements. Once capitalized, such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.




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




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





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





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





(a)General and AdministrativeExpense





Included
in operating expenses for the three-month period ended September 30, 2009 is
general and administrative expense of $449,198, as compared with $734,360 for
the three-month period ended September 30, 2008. General and administrative
expense represents approximately 35% of the total operating expense for the
three-month period ended September 30, 2009 and approximately 52% of the total
operating expense for the three-month period ended September 30, 2008. General
and administrative expense represents professional, consulting, office and
general and other miscellaneous costs incurred during the three-month periods
ended September 30, 2009 and September 30, 2008. General and administrative
expense decreased by $285,163 in the current three month period, as compared to
the similar three month period for the prior year. The decrease in this expense
is mainly due to a decrease in consulting fees of $167,250, and a decrease in
due diligence costs of $107,145.


27





(b) Project
Expense





Included
in operating expenses for the three-month period ended September 30, 2009 is
project expense of $785,770 as compared with $631,672 for the three-month
period ended September 30, 2008. Project expense is a significant expense and it
represents approximately 61% of the total operating expense for the three-month
period ended September 30, 2009 and approximately 45% of the total operating
expense for the three-month period ended September 30, 2008.





Liquidity
and Capital Resources





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





Sept.30,2009
                    
                    
                    Sept.30,2008Cash
      and cash equivalent
                    
                    $
                    268,475
                    
                    
                    $
                    3,893,544Working
      capital
                    
                    $
                    2,520,052
                    
                    
                    $
                    3,748,782Cash
      used in operating activities
                    
                    $
                    (939,993
                    )
                    
                    $
                    (1,031,453
                    )Cash
      provided (used) in investing activities
                    
                    $
                    788,202
                    
                    
                    $
                    (1,858
                    )Cash
      provided by financing activities
                    
                    $
                    nil
                    
                    
                    $
                    3,373,000





As at
September 30, 2009 the Company had working capital of $2,520,052 as compared to
$3,748,782 as at September 30, 2008.





Off-Balance
Sheet Arrangement





The
Company had no off-balance sheet arrangement as of September 30, 2009 and
September 30, 2008.





Contractual
Obligations and Commercial Commitments





On August
1, 2006, the Company acquired the Pansy Lee Claims from Anglo Gold Mining Inc.
in exchange for 1,850,000 shares of the Company’s common stock.  The
Company’s interest was acquired pursuant to an Asset Purchase Agreement dated
August 1, 2006 (the “Pansy Lee Purchase Agreement”).  Pursuant to the Pansy
Lee Purchase Agreement, in the event that any one or more claims becomes a
producing claim, the Company’s 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.


28




Effective
as of September 1, 2007, the Company entered into an agreement with Brehnam
Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
on financial matters, business growth and development, and general business
matters.  The Company paid Brehnam 1,500,000 Shares earned in equal
installments of 375,000 shares on December 1, 2007, June 1, 2008, December 1,
2008 and June 1, 2009.  Such 1,500,000 Shares were tendered in one
certificate upon execution of the agreement and are deemed to be in Brenham’s
possession and were issued as “restricted” and may not be re-sold unless an
exemption from registration is available such as the exemption afforded by Rule
144 promulgated under the Securities Act.   On July 6, 2009, the
consulting period was amended and extended to August 30, 2011 without further
compensation.





Effective
as of September 1, 2007, the Company entered into an agreement with Costa View
Inc. (“Costa”) for a term of 24 months to provide consulting services on
financial public relations, business promotion, business growth and development,
including mergers and acquisitions, and general business matters.  The
Company paid Costa 1,500,000 Shares earned in equal installments of 375,000
shares on December 1, 2007, June 1, 2008, December 1, 2008 and June 1, 2009.
Such 1,500,000 Shares were tendered in one certificate upon execution of the
agreement and are deemed to be in Costa’s possession and were issued as
“restricted” and may not be re-sold unless an exemption from registration is
available such as the exemption afforded by Rule 144 promulgated under the
Securities Act.  On July 6, 2009, the consulting period was amended
and extended to August 30, 2011 without further compensation.





On
September 14, 2007 the Company accepted a proposal from Lumos & Associates
to complete the regulatory permitting process for the Company’s Mill in Mina,
Nevada.  The total consideration to be paid under the contract is
approximately $350,000.  The permitting process is being carried out
in twelve stages. The completion date has not been determined.  The
Company is required to authorize in writing each stage of the work before the
work proceeds.  As of September 30, 2009, the Company had authorized
and paid Lumos and Associates $269,260 (June 30, 2009 - $134,181).





On April
4, 2008, the Company entered into a Consultant Agreement with Lumos and
Associates, to facilitate the completion of exploration drilling “Notices of
Intent” and Plans of Operation in compliance with the requirements of the United
States Bureau of Land Management. The Company estimates the costs of each Notice
of Intent plan to range from $3,000 to $4,000. Plans of Operation will be priced
separately. At September 30, 2009, the Company had paid $37,710 relating to this
contract.





On May 1,
2008, the Company entered into a Consulting Services Agreement with Lance
Capital Ltd. (“Lance”), at $12,500 per month to provide personnel to carry out
administration services for the Company. On November 1, 2008, the Consulting
Services Agreement was amended to reduce the monthly fee to $10,000 for the
months of December 2008 and January 2009 and thereafter to $7,500. On October 6,
2009 the Company informed Lance Capital Ltd., of its decision to terminate the
agreement with two months notice. It is the Company’s intention to consolidate
the administrative duties being provided by Lance into its Reno, Nevada
office.  It is anticipated that the transition will be completed by
mid-February 2010 and Lance has agreed to continue providing its services for
the duration as required. For more information see the section entitled
“Subsequent Events”, below.


29





On May
20, 2008, the Company entered into an option agreement (the “Option Agreement”)
with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
mineral claims located in Elko County, Nevada and known as the “Medicine
Claims.” During the term of the Option Agreement, the Company has the exclusive
right to explore and develop, if warranted, the Medicine Claims.  The
Company paid $10,000 to the Optionees upon execution of the Option Agreement.
 The Option Agreement requires the Company to make additional payments as
follows: $15,000 on the first anniversary of the Date of Closing, $30,000 on the
second anniversary of the Date of Closing, $60,000 on the third anniversary of
the Date of Closing and $80,000 on each anniversary of the Date of Closing
thereafter until the tenth anniversary of the Date of Closing. The Optionees may
elect to receive payment in cash or in shares of the Company’s common stock.
Upon making the final payment on the tenth anniversary of the Date of Closing,
the Company will have earned a 100% undivided interest in the Medicine Claims.
On April 7, 2009, the Company amended the Option Agreement. This amendment
reduced the option payment due on May 1, 2009 from $15,000 to $10,000 and
increased the payment due May 1, 2010 from $30,000 to $35,000.





Pursuant
to the option agreement, the Medicine Claims are subject to a 3% net smelter
return (“NSR”) royalty payable to the Optionees.  The payments made during
the term of the option agreement are to be applied as advance NSR royalty
payments. Beginning on the eleventh anniversary of the Date of Closing, the
Company is required to make annual advance royalty payments of $80,000. At such
time as the Medicine Claims are in production, if ever, the Company shall make
annual royalty payments equal to the greatest of the actual 3% NSR or $80,000.
 The Company may terminate the Option Agreement at any time before the
option is fully exercised upon 60 days notice to the Optionees. The Company
does not consider the Medicine Claims to be material assets at this time;
however this assessment may change upon further exploration.





Effective
as of June 23, 2008, the Company appointed Mason Douglas as the President of the
Company. Mr. Douglas is also a director of the Company. In connection with the
appointment, the Company entered into a consulting services agreement (the
“Consulting Agreement”) with a corporation that is controlled by Mr. Douglas.
The Consulting Agreement has a term of one year and is automatically renewable
thereafter. Either party may terminate the Consulting Agreement upon 90 days
notice. During the term of the Consulting Agreement the Company will pay the
corporation 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 Lease Agreement (the “Lease
Agreement”) with the Earl Edgar Mineral Trust (the “Lessor”) to lease certain
mineral rights in Elko County, Nevada.  The term of the Lease
Agreement is ten years and will automatically renew on the same terms and
conditions for additional ten-year periods, provided the Company is conducting
exploration, development or mining either on the surface or underground
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 Lease Agreement and on January 1, of
each year commencing in 2010 and extending for so long as the Lease Agreement is
in effect the Company is obligated to make the following payments
during:


2010
                  
                  $1.00
      per net acre2011
                  
                  $2.00
      per net acre2012
                  
                  $2.00
      per net acre2013
                  
                  $3.00
      per net acre


2014
                  
                  $3.00
      per net acre2015
                  
                  $4.00
      per net acre2016
                  
                  $4.00
      per net acre2017
                  
                  $5.00
      per net acre in each year for the duration of the Lease
      Agreement,.




30




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





The
Lessor is entitled to receive a Royalty of $0.50 per ton for material mined and
removed from Property A and $0.25 per ton for material mined and removed from
Property B during the term of the Lease Agreement and any renewal
thereof.





On April
9, 2009 the Board of Directors approved an Amendment to the Mineral Lease
Agreement (the “Amendment”), between IMC US and the Earl Edgar Mineral Trust,
Warner Whipple, Trustee, such Amendment to be effective as of December 8,
2008.  The Amendment provides for Standard Steam LLC to carry out
exploration for geothermal energy sources on the leased mineral rights property
after obtaining the written consent of the Company.  The Amendment
also provides for other cooperation with Standard Steam LLC regarding mineral
rights on such properties. The Company holds a 50% interest in the mineral
rights.





Effective
as of January 1, 2009, the Company entered into a Consulting Agreement with
Scott Koyich (the “Consultant”) for a period of six months which was extended on
June 29, 2009 to December 31, 2009, to provide consulting services with respect
to financial public relations, business promotion, business growth and
development.  On September 14, 2009 this agreement was terminated,
effective as of October 15, 2009. The Consultant was paid $5,000 per month for
his services during the term of the Agreement and was granted options to acquire
300,000 common shares of the Company at $0.15 per share for a term of five
years. These options vested at the rate of 50,000 options per month and all
options had vested by the termination of the agreement. The expiry of the
options was extended to October 15, 2010.





On
February 23, 2009, the Board of Directors approved a drilling contract with
Harris Exploration Drilling and Associates Inc. dated February 25, 2009 to carry
out up to 30,000 feet of drilling programs in Nevada. The Company will pay
$12.00 per foot for drilling plus various other costs related to mobilization
and demobilization, travel, down time and moving time, plus other costs
dependant on conditions and supplies. The Company paid a $25,000 refundable
deposit upon execution of the contract to be applied to the final invoice.
During the three month period ended September 30, 2009, the Company paid Harris
Exploration Drilling $154,099 to complete 5,830 feet of
drilling. During the year ended June 30, 2009 the Company paid Harris
Exploration Drilling $223,265 to complete 10,495 feet of drilling.





On April
24, 2009, IMC US entered into a consulting agreement with PHW Consulting
(“PHW”). Pursuant to the Agreement, PHW is to provide collection, analysis and
interpretation of data pertaining to mineral claims in Clark and Lincoln
Counties, Nevada owned by IMC US.  PHW is also required to write and
submit a Canadian National Instrument 43-101 compliant Technical Report (a
“43-101 Report”) on the Blue Nose Project in Lincoln County.  Under
the agreement with PHW the Company is required to pay $15,000 for the 43-101
Report, $500.00 per day and reimburse PHW for out-of--pocket expenses. As of the
date of this report the Company has paid PHW $12,943.


31




On May
25, 2009, IMC US hired Lumos & Associates to conduct base line studies for
the Blue Nose Project located in Lincoln County, Nevada with the intention of
determining if a suitable plan site can be located including 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. The Company has to authorize each phase of the work. The
Company paid Lumos & Associates $13,288 during the three months ended
September 30, 2009 and $9,952 during the year ended June 30, 2009.




On August
7, 2009, the Company’s Board of Directors resolved to conduct research and
employ experts to provide an opinion on the merits of limestone properties in
Manitoba, Canada, held by Infrastructure Materials Corp. Canada, a Canadian
corporation that is controlled by Todd Montgomery, the Company’s CEO and a
director. The Company also will commission a market study to determine the
market for cement that could be serviced from a cement plant in the location of
such properties and the anticipated demand for cement looking forward five to
twenty years.  It is anticipated that the cost of this analysis will
be approximately $50,000 to $75,000.




On August
7, 2009 the Company entered into an agreement with Watts, Griffis and McOuat,
Consulting Geologists and Engineers to prepare a valuation report of certain
cement grade limestone properties in Manitoba, Canada. The valuation date of the
properties will be September 1, 2009. The Company paid a $10,000 CAD refundable
deposit upon execution of the contract to be applied to the final invoice. The
cost of this report is estimated to be between $15,000 and $25,000. The
Company incurred costs of $1,647 CAD during the three months ended September 30,
2009.





On
September 30, 2009, the Company entered into an agreement with Railroad
Industries Incorporated to prepare a market analysis for Portland Cement, Cement
Clinker and Limestone aggregate in Manitoba, Canada.  The cost for the
study is estimated to be between $18,550 and $26,600, depending on the number of
hours required.





Maintaining
Claims in Good Standing





The
Company is required to pay to the Department of Interior Bureau of Land
Management (“BLM”) on or before August 31st of each
year, a fee in the amount of $140.00 per mineral claim held by the
Company.  The total amount paid to August 31, 2009 was $172,620 for
1233 claims held by the Company at that date.





The
Company is also required to pay annual fees to counties in which the claims are
held.  As of August 31, 2009, the Company paid $12,356 to nine
Counties.





The
Company also holds 9 patented claims and 2 leased patented claims.  A
patented claim is considered fee simple title to the
property.  Patented claims are subject to taxes assessed based on
local annual assessment rates.





Cash
Requirements





At
September 30, 2009, the Company had cash and cash equivalents of $268,475,
short-term investments of $2,323,170 and prepaid expenses of $215,362for a total of
$2,807,007.  The Company has projected budgeted expenditures for the
balance of the fiscal period commencing October 1, 2009 as
follows:


32





General
and Administration expenses of $2,234,033 and projected Project expenses of
$5,409,455 (subject to availability of funds) for a total of
$7,643,485.  Our ability to incur the total Project expenses is
subject to permitting programs with the BLM and results of the drilling as it
progresses.  The Company has no firm commitment for additional
financing and may not be able to incur the entire Project expense planned in the
budget unless further capital is raised.





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





Subsequent
Events





The
Company has reviewed subsequent events up to October 26,
2009.  Subsequent events are as follows.





On
October 6, 2009, the Company informed Lance Capital Ltd. (“Lance”), of its
intention to terminate its Consulting Services Agreement with Lance with two
months notice, pending acceptance of the termination by Lance. It is the
Company’s intention to consolidate the administrative duties being provided by
Lance into its Reno, Nevada office.  It is anticipated that the
transition will be completed by mid February, 2010 and Lance has agreed to
continue providing its services for the duration as required.





On
October 15, 2009 Roger Hall was appointed Vice President-Exploration of the
Company’s wholly-owned subsidiary, IMC US. Mr. Hall is a member of the Company’s
Board of Directors.





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


On
October 22, 2009, Rakesh Malhotra was appointed Chief Financial Officer of the
Company.


Subsequent
to the three months ended September 30, 2009, an additional 371 mineral claims
in Lincoln County and 79 mineral claims in Pershing County, Nevada were
recorded.




Acquisition,
Exploration and Evaluation Expenditures




The
Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition and
exploration of mining properties.  Mineral property exploration costs
are expensed as incurred. Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves.  When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property will be capitalized.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense.  All costs associated with a property that has the
potential to add to the Company’s proven and probable reserves are expensed
until a final feasibility study demonstrating the existence of proven and
probable reserves is completed.  No costs have been capitalized in the
periods covered by the financial statements.  Once capitalized, such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve.


33




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




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





Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk




Not
Applicable





Item
      4.
            Controls
      and Procedures





CONTROLS
AND PROCEDURES





Based on
an evaluation conducted by our Chief Executive Officer and Chief Financial
Officer conducted, of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15(e)
they concluded that our disclosure controls and procedures were effective as of
September 30, 2009, to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act are:





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




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




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





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


34





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




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




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




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




Inherent
in small business is the pervasive problem of segregation of
duties.  Given that the Company has a small accounting department,
segregation of duties cannot be completely accomplished at this stage in the
corporate lifecycle.  Management has added many compensating controls
to effectively reduce and minimize the risk of a material misstatement in the
Company’s financial statements.




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




During
the quarter ended September 30, 2009, there have been no changes to the
Company’s internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.


35




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:





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





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





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





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





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





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





2.
            BECAUSE
      OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
      EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE
      A HIGH RISK OF BUSINESS FAILURE.





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


36





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





Our
ability to develop our properties and the future profitability of those
operations is directly related to the market price of certain minerals. The
Company is negatively affected by the current decline in commodity
prices





4.
            THE
      COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
  DELAYS.





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





5.
            THERE
      ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
      ABILITY TO SELL YOUR SHARES.





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





6.
            CURRENT
      LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE
  IMPACTS





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





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





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


37





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





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





9
            WE
      DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE
  FUTURE.





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





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





The
Company completed private placements of common stock at $0.25 per share from the
following accredited investors in the number of shares and on the dates set out
opposite their names:





Name
                                                                                    
                                                                                    Shares
                                                                                    
                                                                                    Date
      IssuedPinetree
      Resource Partnership
                                                                                    
                                                                                    
                                                                                    1,200,000
                                                                                    
                                                                                    June
      5, 2006Royal
      Trust ITF
                                                                                      AIG
      Global Investment Corp. (Can)
                                                                                    
                                                                                    
                                                                                    1,000,000
                                                                                    
                                                                                    July
      4, 2006Capital
      One Asset Management
                                                                                    
                                                                                    
                                                                                    87,500
                                                                                    
                                                                                    July
      4, 2006Richard
      Patricio
                                                                                    
                                                                                    
                                                                                    25,000
                                                                                    
                                                                                    July
      5, 2006Mike
      Riccardi
                                                                                    
                                                                                    
                                                                                    87,500
                                                                                    
                                                                                    July
      5, 2006NBCN
      Clearing Inc. ITF
                                                                                      Deesons
      Investments Ltd.
                                                                                    
                                                                                    
                                                                                    200,000
                                                                                    
                                                                                    July
      26, 2006NBCN
      Clearing Inc. ITF
                                                                                      Oceanic
      Greystone Securities Inc.
                                                                                    
                                                                                    
                                                                                    200,000
                                                                                    
                                                                                    July
      26, 2006NBCN
      Clearing Inc. ITF
                                                                                      Leith
      Pedersen
                                                                                    
                                                                                    
                                                                                    212,760
                                                                                    
                                                                                    July
      26, 2006NBCN
      Clearing Inc. ITF
                                                                                      Dr.
      T. Chen Fong
                                                                                    
                                                                                    
                                                                                    200,000
                                                                                    
                                                                                    July
      26, 2006NBCN
      Clearing Inc. ITF
                                                                                      Brenda
      Mackie
                                                                                    
                                                                                    
                                                                                    102,128
                                                                                    
                                                                                    July
      26, 2006NPT
      Fund
                                                                                    
                                                                                    
                                                                                    1,200,000
                                                                                    
                                                                                    August
      3, 2006NPT
      Fund
                                                                                    
                                                                                    
                                                                                    280,851
                                                                                    
                                                                                    August
      10,
2006


38


The
foregoing private placement was exempt from registration under the Securities
Act pursuant to an exemption afforded by Regulation S promulgated
thereunder.  Each of the foregoing investors is a non-“U.S. Person” as
that term is defined in Rule 902 of Regulation S.  In addition, each
of the foregoing investors gave the Company an undertaking in a subscription
agreement to abide by the re-sale restrictions contained in Regulation
S.





Conversion
of Debentures


During
the years ended June 30, 2006 and June 30, 2007, the Company issued convertible
debentures for $1,020,862 and $2,480,205 respectively, for a total of
$3,501,067.  During the quarter ended December 31, 2007, all holders
of the Company’s convertible debentures exercised their conversion
rights.  Under the terms of the convertible debentures, the holders
converted the principal amount of their convertible debentures into “units” at
$0.50 per unit, where each unit consisted of one Share and one Share purchase
warrant  to purchase one Share at a price of $0.75.  An
aggregate of 7,002,134 Shares and an aggregate of 7,002,134 Share purchase
warrants were issued upon conversion of the principal amount.





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





As of
December 31, 2007, all of the holders of the Company’s convertible debentures
exercised their conversion rights.  Under the terms of the convertible
debentures, the holders converted the principal amount of their convertible
debentures into “units” where each unit consisted of one Share and a
warrant to purchase a Share at a purchase price of $0.75 per
Share.  An aggregate of 7,002,134 Shares and an aggregate of 7,002,134
Share purchase warrants were issued upon conversion of the principal
amount.  The re-sale of said 14,004,268 Shares may be effected
pursuant to a prospectus dated May 1, 2007. The convertible debentures had a
maturity date of December 31, 2007 and an interest rate of 2% per
annum.  Pursuant to the terms of the convertible debentures, the
Company had the option of paying interest in Shares or in cash.  The
Company elected to pay interest in Shares, which were restricted upon
issuance.  An aggregate of 184,596 Shares were issued upon the
conversion of the convertible debentures as payment of
interest.


39





On August
22, 2008, the Company completed private placements of 7,040,000 “Units” at $0.50
per Unit from accredited investors, as that term is defined in Regulation D
promulgated under the Securities Act.  Each one Unit consists of one
Share and one half Share purchase warrant.  Each full warrant entitled
the holder to purchase one Share at $0.75 on or before September 1,
2010.  The private placement was conducted entirely outside the United
States pursuant to an exemption from registration under the Securities Act,
provided by Regulation S.  All of the investors were non-U.S. Persons
and executed subscription agreements containing the representations and
covenants required for the exemption under Regulation S.  The Company
paid a commission of $147,000 and issued 294,000 broker warrants to purchase
Units at $0.50 per Unit in connection with the private
placement.  These Units have the same terms as those sold to
investors.





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





ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES:





None.





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





None.





ITEM
      5:
            OTHER
      INFORMATION:





ITEM
      6:
            EXHIBITS
      AND REPORTS ON FORM 8-K





Exhibits:





(a)10.1
                    Consulting
      Agreement effective as of August 7, 2009 between the Company and Watts,
      Griffis and McOuat, Consulting Geologists and
Engineers.10.2
                    Proposal
      Agreement effective as of September 30, 2009 between the Company and
      Railroad Industries Incorporated.(b)
                    31.1
                    Rule
      13a-14(a)/15d-14(a) Certificationof Chief
      Executive Officer.31.2
                    Rule
      13a-14(a)/15d-14(a) 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.





40




(c)
                Current
      Report on Form 8-K,  “Item 5.02: Departure of Directors or Certain
      Officers; Appointment of Certain Officers,” dated October 22,
      2009.


SIGNATURE





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





Dated:  November
      13, 2009
              by:
              /s/ Joanne
      HughesJoanne
      Hughes, Secretary


41