Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C15Ana/kXJBHYesQlKHgGs3n4wqb+jaeqMo7qXizhwLACOaONovxfWnR9w4H4BiZ LkqaxtPBjQ8ty75QgQkOYA== 0001144204-10-059609.txt : 20101112 0001144204-10-059609.hdr.sgml : 20101111 20101112133707 ACCESSION NUMBER: 0001144204-10-059609 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFRASTRUCTURE MATERIALS CORP. CENTRAL INDEX KEY: 0001383859 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980492752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52641 FILM NUMBER: 101185190 BUSINESS ADDRESS: STREET 1: 1135 TERMINAL WAY STREET 2: SUITE 207B CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 775-322-4448 MAIL ADDRESS: STREET 1: 1135 TERMINAL WAY STREET 2: SUITE 207B CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: Silver Reserve Corp. DATE OF NAME CHANGE: 20061215 10-Q 1 v202048_10q.htm Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

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

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-52641

INFRASTRUCTURE MATERIALS CORP.

(Exact name of registrant as specified in its charter)

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

1135 Terminal Way, Suite 207B

Reno, NV 89502 USA

(Address of Principal Executive Offices) (Zip Code)

775-322-4448

(Registrant’s telephone number, including area code)

With a copy to:

Jonathan H. Gardner

Kavinoky Cook LLP

726 Exchange St., Suite 800

Buffalo, NY 14210

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

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

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

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

The number of shares of registrant’s common stock outstanding as of September 30, 2010 was 68,243,457.

INFRASTRUCTURE MATERIALS CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010

TABLE OF CONTENTS

		PAGE
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4T.	Controls and Procedures	33

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Submission of Matters to a Vote of Security Holders	38

Item 5.	Other Information	38

Item 6.	Exhibits and Reports on Form 8-K	38

	SIGNATURES	39

- 2 - -

PART 1 – FINANCIAL INFORMATION

ITEM 1 Financial Statements

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

CONTENTS

Interim Consolidated Balance Sheets as of September 30, 2010 (unaudited) and June 30, 2010 (audited)	4

Interim Consolidated Statements of Operations for the three months ended September 30, 2010 and September 30, 2009, and for the period from inception to September 30, 2010	5

Interim Consolidated Statements of Changes in Stockholders' Equity for the three months ended September 30, 2010 and for the period from inception to September 30, 2010	6

Interim Consolidated Statements of Cash Flows for the three months ended September 30, 2010 and September 30, 2009, and for the period from inception to September 30, 2010	7

Condensed Notes to Interim Consolidated Financial Statements	8 - 23

- 3 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Interim Consolidated Balance Sheets as at

September 30, 2010 and June 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

	Sept. 30,			June 30,
	2010			2010
	$			$
	(unaudited)			(audited)

ASSETS
Current
Cash and cash equivalents		611,405			1,598,248
Short term investments		587,565			586,745
Prepaid expenses and other receivables		178,739			122,343

Total Current Assets		1,377,709			2,307,336
Plant and Equipment, net (Note 4)		934,493			971,280
Mineral Property Interests (Note 5)		514,525			514,525

Total Assets		2,826,727			3,793,141

LIABILITIES
Current
Accounts payable		432,236			93,410
Accrued liabilities		105,215			117,152

Total Current Liabilities		537,451			210,562

Commitments and Contingencies (Note 9)

Subsequent Events (Note 11)

Related Party Transactions (Note 10)

STOCKHOLDERS' EQUITY
Capital Stock (Note 6)
Common stock, $0.0001 par value, 100,000,000 shares authorized, 68,243,457 issued and outstanding (June 30, 2010 – 68,193,457)		6,824			6,819
Additional Paid‑in Capital		20,546,072			20,511,458
Deficit Accumulated During the Exploration Stage		(18,263,620	)		(16,935,698	)

Total Stockholders' Equity		2,289,276			3,582,579

Total Liabilities and Stockholders' Equity		2,826,727			3,793,141

See Condensed Notes to the Interim Consolidated Financial Statements

- 4 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Interim Consolidated Statements of Operations

For the three months ended September 30, 2010 and September 30, 2009

and the Period from Inception (June 3, 1999) to September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

				For the			For the
				three months			three months
	Cumulative			ended			ended
	since			Sept. 30,			Sept. 30,
	inception			2010			2009
	$			$			$
Operating Expenses

General and administration		8,377,838			198,759			449,197
Project expenses		9,493,647			1,093,390			785,770
Amortization		925,501			36,787			45,255

Total Operating Expenses		18,796,986			1,328,936			1,280,222

Loss from Operations		(18,796,986	)		(1,328,936	)		(1,280,222	)
Other income-interest		385,174			1,014			14,353
Other income-gain on bargain purchase (Note 5)		238,645			-			-

Interest Expense		(90,453	)		-			-

Loss and Comprehensive Loss before Income Taxes		(18,263,620	)		(1,327,922	)		(1,265,869	)

Provision for income taxes		-			-			-

Net Loss and Comprehensive Loss		(18,263,620	)		(1,327,922	)		(1,265,869	)

Loss per Weighted Average Number of Shares Outstanding
-Basic and Fully Diluted					(0.02	)		(0.02	)

Weighted Average Number of Shares Outstanding During the Periods
-Basic and Fully Diluted					68,194,000			60,198,500

See Condensed Notes to the Interim Consolidated Financial Statements

- 5 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Interim Consolidated Financial Statements of Changes in Stockholders’ Equity

From Inception (June 3, 1999) to September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

												Deficit
												Accumulated
	Common Stock					Additional			Deferred			during the			Total
	Number					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									3,024
Cancelled 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						-			415,000
Subscription for stock							300,000						-			300,000
Stock 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	)		605,949

Common shares issued for cash		3,395,739			340		548,595						-			548,935
Common shares issued to agents in lieu of commission for placement of common shares and convertible debentures		1,064,000			106		265,894						-			266,000
Common shares issued for acquisition of interests in mineral claims		3,540,600			354		884,796						-			885,150
Common shares issued for acquisition of interests in mineral claims		1,850,000			185		462,315						-			462,500
Common shares issued for acquisition interests in a refinery		88,500			9		22,116						-			22,125
Common shares issued for purchase of a mill with capital equipments		6,975,000			697		1,743,053						-			1,743,750
Stock issuance cost							(59,426	)								(59,426	)
Stock based compensation							30,026									30,026
Net 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	)		1,659,585

Common stock issued to consultants		3,000,000			300		2,249,700			(1,875,000	)		-			375,000
Stock based compensation					-		139,272						-			139,272
Warrant modification expense							844,423									844,423
Conversion of convertible debentures with accrued interest		7,186,730			719		3,590,801			-			-			3,591,520
Common shares issued for acquisition of interests in mineral claims		175,000			18		104,982									105,000
Common stock issued to a consultant		100,000			10		57,990									58,000
Amortization of deferred stock compensation										562,500						562,500
Net loss for the year													(4,635,465	)		(4,635,465	)
Balance June 30, 2008 (audited)		43,785,569			4,379		11,583,224			(1,312,500	)		(7,575,268	)		2,699,835

Common shares issued for cash (net)		7,040,000			704		3,372,296			-			-			3,373,000
Common stock issued to a consultant		75,000			7		43,493			-			-			43,500
Common stock issued on acquisition of a subsidiary		397,024			40		31,722			-			-			31,762
Common shares issued on warrant exercises		8,900,907			890		2,224,337			-			-			2,225,227
Stock based compensation							814,050									814,050
Warrant modification expense							346,673									346,673
Amortization of deferred stock compensation										1,125,000						1,125,000
Net loss for the year													(6,045,477	)		(6,045,477	)
Balance June 30, 2009 (audited)		60,198,500			6,020		18,415,795			(187,500	)		(13,620,745	)		4,613,570

Common shares issued for cash		6,973,180			697		1,603,134									1,603,831
Common stock issued on acquisition of a subsidiary		1,021,777			102		275,778									275,880
Stock based compensation							216,751						-			216,751
Amortization of deferred stock compensation										187,500						187,500
Net loss for the year													(3,314,953	)		(3,314,953	)
Balance June 30, 2010 (audited)		68,193,457			6,819		20,511,458			-			(16,935,698	)		3,582,579

Stock based compensation							27,119						-			27,119
Common stock options exercised		50,000			5		7,495						-			7,500
Net loss for the three month period													(1,327,922	)		(1,327,922	)
Balance Sept. 30, 2010 (unaudited)		68,243,457			6,824		20,546,072			-			(18,263,620	)		2,289,276

See Condensed Notes to the Interim Consolidated Financial Statements

- 6 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Interim Consolidated Statements of Cash Flows

For the three months ended September 30, 2010 and September 30, 2009

and for the period from Inception (June 3, 1999) to September 30, 2010.

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

	Cumulative			For the three			For the three
	Since			months ended			months ended
	Inception			Sept. 30, 2010			Sept. 30, 2009

Cash Flows from Operating Activities
Net loss		(18,263,620	)		(1,327,922	)		(1,265,869	)
Adjustment for:
Depreciation		925,501			36,787			45,255
Amortization of debt issuance cost		247,490			-			-
Loss on disposal of plant and equipment		10,524			-
Gain on Bargain Purchase (Note 5)		(238,645	)		-			-
Stock based compensation		1,227,218			27,119			86,947
Warrant modification expense		1,191,096			-			-
Shares issued for mineral claims, as part of project expenses		1,452,650			-			-
Shares issued for consultant services expensed		2,351,500			-			187,500
Shares issued on acquisition of subsidiary		31,762			-			-
Interest on convertible debentures		90,453			-			-
Changes in non-cash working capital
Prepaid expenses		(178,739	)		(56,396	)		(9,880	)
Accounts payable		432,236			338,826			22,803
Accrued liabilities		105,656			(11,937	)		(6,749	)

Net cash used in operating activities		(10,614,918	)		(993,523	)		(939,993	)

Cash Flows from Investing Activities
Decrease (Increase) in Short‑term investments		(587,565	)		(820	)		793,633
Acquisition of plant and equipment for cash		(106,977	)		-			(5,431	)
Proceeds from sale of plant and equipment		2,500			-			-

Net cash provided (used) in investing activities		(692,042	)		(820	)		788,202

Cash Flows from Financing Activities
Issuance of common shares for cash		6,394,571			-			-
Issuance of common shares for warrant exercises		2,225,227			-			-
Issuance of common shares for option exercise		7,500			7,500
Issuance of convertible debentures subsequently converted to cash		3,501,067			-			-
Stock and debenture placement commissions paid in cash		(210,000	)		-			-

Net cash provided by financing activities		11,918,365			7,500			-

Net Change in Cash		611,405			(986,843	)		(151,791	)

Cash- beginning of period		-			1,598,248			420,266

Cash - end of period		611,405			611,405			268,475

Supplemental Cash Flow Information:

Interest Paid		-			-			-

Income taxes paid		-			-			-

See Condensed Notes to the Interim Consolidated Financial Statements

- 7 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

1.	Basis of Presentation

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

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

2.	Exploration Stage Activities

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

The Company is in the exploration stage and has not yet realized revenues from its planned operations. The Company has incurred a cumulative loss of $18,263,620 from inception to September 30, 2010. The Company has funded operations through the issuance of capital stock and convertible debentures. In May and June of 2006, the Company closed a private placement of its common stock for gross proceeds of $415,000. During the year ended June 30, 2007 the Company raised $848,935 (including $300,000 received in the prior year as stock subscriptions) through private placement of its common stock for cash. The Company also issued Convertible Debentures in the amount of $1,020,862 during the year ended June 30, 2006 and issued Convertible Debentures in the amount of $2,480,205 during the year ended June 30, 2007. During the three-month period ended September 30, 2008 the Company completed private placements of common stock for proceeds of $3,373,000 net of cash expenses. During the three-month period ended March 31, 2009 as a result of warrant exercises the Company issued common stock for proceeds of $2,225,227. During the year ended June 30, 2009, the Company issued common stock as a result of warrant exercises for proceeds of $2,225,227. In June 2010 the Company closed a private placement of its common stock for gross proceeds of $1,603,831. Management's plan is to continue raising additional funds through future equity or debt financing until it achieves profitable operations from production of minerals or metals on its properties, if feasible.

- 8 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

3.	Nature of Operations

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

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

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

The Company’s limestone subsidiary, IMC US, controls 12 limestone Projects in Nevada, made up of 800 mineral claims covering 16,528 acres. IMC US has acquired 100% of the Mineral Rights on an additional 1,120 acres, 50% of the Mineral Rights on 7,400 acres, and 25% of the Mineral Rights on 160 acres. IMC US also holds 20 mineral exploration permits covering 11,419 acres at two projects in the state of Arizona. The Company does not consider the claims, exploration permits or mineral rights to be material at this time and has expensed related costs to project expense. The Company’s assessment of the claims, exploration permits and mineral rights may change after exploration of the claims.

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” and referred to herein as “SRC.” The Company assigned all fourteen of its silver/base metal projects in Nevada to this subsidiary. As of June 1, 2010, Silver Reserve Corp. terminated its interests in one of the projects. The remaining thirteen claim groups contain 347 claims covering 7,159 acres which include 10 patented claims and 2 leased patented claims.

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

In December 2009, the Company further expanded its limestone exploration activities by acquiring limestone quarry leases located in Manitoba, Canada. The Company purchased Canadian Infrastructure Corp. (“CIC”), a Canadian corporation, pursuant to a Share Exchange Agreement (the “CIC Agreement”) between the Company, CIC and Todd D. Montgomery dated as of December 15, 2009. Mr. Montgomery was the sole shareholder of CIC. Because Mr. Montgomery is also the Company’s Chief Executive Officer and a member of its Board of Directors, the CIC Agreement was approved by the disinterested members of the Company’s Board of Directors on November 27, 2009, after obtaining an independent appraisal and market study for the properties. Under the terms of the CIC Agreement, the Company acquired all of the issued and outstanding stock of CIC in exchange for 1,021,777 shares of the Company. The CIC Agreement closed on February 9, 2010. CIC controls 95 quarry leases issued by the Province of Manitoba, Canada, covering 6,090 hectares (15,049 acres). The Company accounted for the acquisition of CIC as a business combination under the acquisition method as discussed in FASB ASC Topic 805.

- 9 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

3.	Nature of Operations – Cont’d

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

- 10 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

4.	Plant and Equipment, Net

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

Computer equipment		30	%	declining balance method
Office furniture and fixtures		20	%	declining balance method
Leasehold improvements	3 years			straight line method
Plant and Machinery		15	%	declining balance method
Tools		25	%	declining balance method
Vehicles		20	%	declining balance method
Consumables		50	%	declining balance method
Molds		30	%	declining balance method
Mobile Equipment		20	%	declining balance method
Factory Buildings		5	%	declining balance method

	Sept. 30, 2010				June 30, 2010
			Accumulated				Accumulated
	Cost		Depreciation		Cost		Depreciation
	$		$		$		$

Office, furniture and fixtures		3,623		1,745		3,623		1,646
Computer equipment		14,448		2,777		14,448		1,831
Plant and Machinery		1,514,511		731,025		1,514,511		700,499
Tools		6,725		4,317		6,725		4,157
Vehicles		76,928		37,078		76,928		34,981
Consumables		64,197		60,101		64,197		59,516
Molds		900		686		900		668
Mobile Equipment		73,927		43,768		73,927		42,181
Factory Buildings		74,849		14,118		74,849		13,349
		1,830,108		895,615		1,830,108		858,828

Net carrying amount				934,493				971,280
Depreciation charges				36,787				177,321

- 11 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

5.	Mineral Property Interests

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

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

Amounts recognized as assets as of the acquisition date:

Mineral Property Interests, being quarry leases in the province of Manitoba, Canada at fair value (CAD $ 550,000)	$	514,525

Total consideration transferred included the following:

Fair value as of the acquisition date of 1,021,777 common shares of the Company issued in exchange for all issued and outstanding shares of CIC	$	275,880

Gain on bargain purchase, being the excess of the fair value of net assets acquired over the purchase price, and recognized in the statement of operations	$	238,645

6.	Issuance of common shares and warrants

Three month period ended September 30, 2010

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

- 12 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

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

Year ended June 30, 2010

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

On June 25, 2010, the Company completed a private placement of 6,973,180 shares of the Company’s common stock at a price of $0.23 per share for total consideration of $1,603,831. The private placement was exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption afforded by Regulation S promulgated thereunder. Each investor that participated in the private placement was a non-“U.S. Person” as that term is defined under Regulation S.

Warrants

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

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

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

- 13 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

7.	Stock Based Compensation

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

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

Three month period ended September 30, 2010

No options were granted during the three months ended September 30, 2010. On September 30, 2010, 50,000 options were exercised and 200,000 options expired.

For the three month period ended September 30, 2010, the Company recognized in the financial statements, stock-based compensation costs as reflected in the following table. The fair value of each option used for the purpose of estimating the stock compensation is based on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions.

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

- 14 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

7.	Stock Based Compensation – Cont’d

Date of grant	Risk free rate			Volatility factor			Expected Dividends			Forfeiture rate			Expected life	Exercise price		Total number of options granted		Grant date fair value		Stock-based compensation cost expensed during the three month period ended Sept. 30, 2010		Unexpended Stock-based compensation cost deferred over the vesting period

15-Jan-2010		2.61	%		137.23	%		0	%		0	%	5 years	$	0.25		250,000	$	0.22	$	13,904	$	18,438
17-Feb-2010		2.61	%		138.74	%		0	%		0	%	5 years	$	0.28		100,000	$	0.25	$	6,256	$	9,452
26-Apr-2010		2.61	%		145.58	%		0	%		0	%	5 years	$	0.23		50,000	$	0.23	$	2,857	$	6,428
1-Jun-2010		2.61	%		145.23	%		0	%		0	%	15 months	$	0.25		250,000	$	0.07	$	4,102	$	10,834

Total																	650,000			$	27,119	$	45,152

The following table summarizes the options outstanding at September 30, 2010:

Outstanding, beginning of year	4,850,000
Granted	-
Expired	(200,000	)
Exercised	(50,000	)
Forfeited	-
Outstanding at Sept. 30, 2010	4,600,000
Exercisable at Sept. 30, 2010	4,279,166

As of September 30, 2010, there was $45,152 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, 2010 was $27,119.

- 15 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

8.	Fair Value of Financial Instruments

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

Balance sheet classification and nature	Carrying Amount $		Quoted prices in actice markets for identical assets (Level 1) $		Significant observable inputs (Level 2) $	Unobservable inputs (Level 3) $

Assets
Cash and cash equivalents		611,405		611,405
Short Term Investments		587,565		587,565
Prepaid expenses and other receivables		178,739					178,739

Liabilitites
Accounts Payable		432,236					432,236
Accrued Liabilities		105,215					105,215

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

Balance sheet classification and nature	Carrying Amount $		Quoted prices in actice markets for identical assets (Level 1) $		Significant observable inputs (Level 2) $	Unobservable inputs (Level 3) $

Assets
Cash and cash equivalents		1,598,248		1,598,248
Short Term Investments		586,745		586,745
Prepaid expenses and other receivables		122,343					122,343

Liabilitites
Accounts Payable		93,410					93,410
Accrued Liabilities		117,152					117,152

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

- 16 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

9.	Commitments and Contingencies

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

On September 14, 2007, the Company engaged Lumos & Associates, Inc. (“Lumos”) to complete the regulatory permitting process for the Company’s Mill in Mina, Nevada. The total consideration to be paid under the contract is approximately $350,000. The permitting process is being carried out in twelve stages. The completion date has not been determined. The Company is required to authorize in writing each stage of the work before the work proceeds. As of September 30, 2010, the Company had recorded $323,924 for this contract (June 30, 2010 - $318,832).

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

- 17 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

9.	Commitments and Contingencies – Cont’d

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

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

2010	$1.00 per net acre
2011	$2.00 per net acre
2012	$2.00 per net acre
2013	$3.00 per net acre
2014	$3.00 per net acre
2015	$4.00 per net acre
2016	$4.00 per net acre
2017	$5.00 per net acre in each year for the duration of the Edgar Lease Agreement.

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

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

- 18 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

9.	Commitments and Contingencies – Cont’d

On May 20, 2009, IMC US engaged Lumos to conduct base line studies for the Blue Nose Project located in Lincoln County, Nevada with the intention of determining if a suitable plant site can be located. The study includes analysis of rail and road access and environmental considerations that could impede development. The total consideration to be paid under the contract is approximately $74,500. On September 28, 2009, the contract was amended to add an environmental assessment and plan of operations for an additional amount of approximately $62,000. The Company has to authorize each phase of the work. As of September 30, 2010, the Company had recorded total expenses of $130,081 pertaining to this contract with Lumos (June 30, 2010 - $114,576).

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

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

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

On January 15, 2010, the Company entered into an “Independent Contractor Agreement” with Karl Frost. Mr. Frost was given the title of Chief Geologist of the Company and will be responsible for the preparation and oversight of all geological programs and activities. The Independent Contractor Agreement has a term of one year and is automatically renewable thereafter. Either party may terminate the agreement upon 60 days notice or in the case of breach or default with 5 days of written notice. During the term of the agreement the Company will pay Mr. Frost a fee of $12,500 per month and reimburse him for related business expenses.

- 19 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

9.	Commitments and Contingencies – Cont’d

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

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

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

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

On May 19, 2010, IMC US engaged Mine Development Associates, Inc. to complete a Resource Estimate, Pit Optimization and 43-101 Report for the Blue Nose Project located in Lincoln County, Nevada. The total consideration to be paid under the contract is approximately $46,000. As of September 30, 2010, the Company had recorded total expenses of $2,529 pertaining to this contract (June 30, 2010 - $0).

As of June 1, 2010, the Company entered into a Consulting Agreement with Teatyn Enterprises Inc. (“Teatyn”) to provide business consulting and investor relations consulting. Under the agreement, Teatyn will receive a monthly fee of CAD $10,000, subject to monthly reductions of up to CAD $3,500 if Teatyn enters into one or more agreements to provide similar services to other companies of which the Company’s Chief Executive Officer is also a director or officer. The agreement has an initial term of one year and can be renewed on such terms as may be agreed upon between the parties. The agreement may be terminated at any time by the Company upon 30-days prior written notice or by Teatyn upon the occurrence of certain events defined in the agreement. In addition the Company granted Teatyn options to purchase up to 250,000 common shares at an exercise price of $0.25 per share. These options vest at the rate of 20,833 options per month and expire on the date that is 90 days after the termination of the Consulting Agreement. These options were not granted pursuant to the Company’s 2006 Stock Option Plan. Upon exercise of the options, Teatyn will receive restricted shares which cannot be re-sold unless their re-sale is registered by the Company pursuant to the Securities Act of 1933 or there is an exemption for the re-sale of such shares such as the exemption afforded by Rule 144.

- 20 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

9.	Commitments and Contingencies – Cont’d

The Company has entered into operating leases for its office space and certain office furniture and equipment. Rent payments associated with those leases for the three month periods ended September 30, 2010, and September 30, 2009, were $4,197 and $7,708, respectively. As of September 30, 2010, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the years ending June 30, 2011, June 30, 2012, and June 30, 2013, are $23,534, $16,572, and $338, respectively.

Maintaining Claims in Good Standing

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

Under legislation enacted in Nevada in March 2010, claims owners are required to pay the State of Nevada an annual fee based upon a tiered system that requires fees ranging from $70 to $189 per claim, depending upon the total number of claims in Nevada that an owner holds. The Company estimates, based upon the 1,141 claims held in Nevada as of September 1, 2010, that its annual fee will be $85 per claim, for a total of $96,985, with the first such annual fee payable no later than June 1, 2011.

The Company is also required to pay annual fees to counties in which the claims are held. In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.

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

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

- 21 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

10.	Related Party Transactions

Three months ended September 30, 2010

The Company’s Corporate Secretary received $12,875 during the three-month period ended September 30, 2010.

A corporation owned and operated by the Company’s President who is also a member of the Company’s Board of Directors, received $25,500 during the three-month period ended September 30, 2010.

The Company’s Chief Financial Officer, received $5.686 during the three-month period ended September 30, 2010.

Three months ended September 30, 2009

A former Director of the Company received $46,125 during the three-month period ended September 30, 2009 in connection with services he performed for the Company as a senior geologist.

The former Corporate Secretary received $10,789 during the three-month period ended September 30, 2009.

A corporation owned and operated by the Company’s President who is also a member of the Company’s Board of Directors, received $25,500 during the three-month period ended September 30, 2009.

11.	Subsequent Events

On October 14, 2010 SRC signed a letter of intent with International Millennium Mining Corp. (“IMMC”) to sell an 85% interest in SRC’s NL Extension Projects Claim Group (the “NL Project”). The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada. Pursuant to the letter of intent, SRC will receive $350,000 and 1,925,000 shares of IMMC for the NL Project. SRC will retain a 15% joint venture interest in the property as well as a 2% net smelter royalty. The terms of the sale provide for the above payments of cash and issuances of stock to SRC and to occur over a five-year period. If the NL Project reaches feasibility based upon criteria described in the letter of intent, SRC will be required to fund its portion of the operating budget in order to retain its 15% joint venture interest. The foregoing agreement is subject to SRC and IMMC entering into definitive agreements and, in the case of IMMC, approval by the TSX-Venture exchange of Canada.

- 22 - -

INFRASTRUCTURE MATERIALS CORP.

(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited-Prepared by Management)

11.	Subsequent Events – Cont’d

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

In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.

12.	Revisions to Financial Statements for fiscal years 2009 and 2008

The financial statements for the years ended June 30, 2009 and June 30, 2008 were revised to incorporate additional general and administration expense relating to warrant modification expenses incurred in fiscal years 2009 and 2008, following analyses of modifications to the Company’s then outstanding warrants. These analyses were conducted in 2010. None of these financial statement revisions generated any changes to the comparative amounts for the three-month period ended September 30, 2009, as disclosed in these interim consolidated financial statements for the three-month period ended September 30, 2010.

- 23 - -

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

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

Forward-Looking Statements

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

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

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2010

PLAN OF OPERATIONS

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

Discussion of Operations and Financial Condition

Three Month Period ended September 30, 2010

The Company has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As of September 30, 2010, we had accumulated losses since the Company’s inception of $18,263,620. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional capital. We are continuing our efforts to raise capital and are moving forward with exploration of our projects.

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

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During the three-month period ended September 30, 2010, the Company devoted significant resources toward the exploration of IMC US’s Blue Nose limestone project. The Blue Nose Project (the “Project”) consists of 301 unpatented, lode mineral claims located in Lincoln County, Nevada, and covers approximately 6,219 acres. On July 12, 2010, the United States Bureau of Land Management (the “BLM”) approved the Company’s Plan of Operations for the Project. On July 14, 2010, the Company posted a reclamation bond in the amount of $240,805 with the BLM in connection with the Project. The reclamation bond backs the Company’s obligations under the Plan of Operations to restore the site and correct environmental damage (if any) caused by the Company’s activities on the Project. Under the Plan of Operations, the Company conducted approximately 35 days of grid drilling. The Company drilled 28 holes to depths ranging between 150 and 900 feet for a total of approximately 17,000 feet. As of the date of this report, the Company has not received all of the assay results. Once the remaining assay results are received from the laboratory, the Company will proceed with building the cross sections and assay files for the resource calculations that will be conducted by an independent consultant.

Our efforts going forward through our current fiscal year ending June 30, 2011, will be concentrated on development of the Blue Nose Project and the search for other limestone deposits in strategic locations that can service areas with a shortage of cement production.

The Company is also continuing the evaluation of its silver/base metal projects and has determined that the Pansy Lee, Klondike, Silver Queen/Mohawk and NL Extension Projects currently provide the best opportunity for development of resources that could go to production. Permitting of the Red Rock mill site at Mina, Nevada is close to completion. We are seeking a sale of the silver properties and milling facility held by Silver Reserve. Also see “Subsequent Events” below.

Stock Based Compensation

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

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No options were granted during the three months ended September 30, 2010. On September 30, 2010, 50,000 options were exercised and 200,000 options expired.

SELECTED FINANCIAL INFORMATION

	Three months			Three months
	ended			ended
	Sept. 30, 2010			Sept. 30, 2009

Revenues	Nil			Nil
Net (Loss)	$	(1,327,922	)	$	(1,265,869	)
(Loss) per share-basic and diluted	$	(0.02	)	$	(0.02	)

	As of			As of
	Sept. 30, 2010			June 30, 2010

Total Assets	$	2,826,727		$	3,793,141
Total Liabilities	$	537,451		$	210,562
Cash dividends declared per share	Nil			Nil

Total assets as of September 30, 2010 include cash and cash equivalents of $611,405, short term investments of $587,565, prepaid expenses and other receivables of $178,739, capital assets of $934,493 net of depreciation, and mineral property interests of $514,525. As of June 30, 2010 total assets includes cash and cash equivalents of $1,598,248, short-term investments of $586,745, prepaid expenses of $122,343, capital assets of $971,280, net of depreciation and mineral property interests of $514,525.

Revenues

No revenue was generated by the Company’s operations during the three-month periods ended September 30, 2010 and September 30, 2009. The Company is an exploration stage mining company and has not yet realized any revenue from its operations.

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Net Loss

The Company’s expenses are reflected in the Statements of Operation under the category of Operating Expenses. To meet the criteria of United States generally accepted accounting principles (“GAAP”), all mineral property acquisition and exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized in accordance with ASC 805-20-55-37, previously referenced as FASB Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the carrying costs for impairment under ASC 930 at each fiscal quarter end. The Company has determined that, except for the amount capitalized as Mineral Property Interests for $514,525 pursuant to the acquisition of CIC, all property payments are impaired and accordingly the Company has written off the acquisition costs to project expenses. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. For the purpose of preparing financial information, all costs associated with a property that has the potential to add to the Company's proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserve is completed. Except for the Mineral Property Interests discussed above, no costs have been capitalized in the periods covered by these financial statements. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

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

(a) General and Administration Expense

Included in operating expenses for the three-month period ended September 30, 2010 is general and administration expense of $198,759 as compared with $449,197 for the three-month period ended September 30, 2009. General and administration expense consists of professional, consulting, office and general and other miscellaneous costs. General and administration expense represents approximately 15% of the total operating expense for the three-month period ended September 30, 2010 and approximately 35% of the total operating expense for the three-month period ended September 30, 2009. General and administration expense decreased by $250,438 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 approximately $182,000, and a decrease in stock based compensation costs of approximately $60,000.

(b) Project Expense

Included in operating expenses for the three-month period ended September 30, 2010 is project expense of $1,093,390 as compared with $785,770 for the three-month period ended September 30, 2009. Project expense is a significant expense and it represents approximately 82% of the total operating expense for the three-month period ended September 30, 2010 and approximately 61% of the total operating expense for the three-month period ended September 30, 2009.

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Liquidity and Capital Resources

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

	Sept. 30, 2010			Sept. 30, 2009

Cash and cash equivalents	$	611,405		$	268,475
Working capital	$	840,258		$	2,520,052
Cash (used) in operating activities	$	(993,523	)	$	(939,993	)
Cash provided/(used) in investing activities	$	(820	)	$	788,202
Cash provided by financing activities	$	7,500		nil

As of September 30, 2010 the Company had working capital of $840,258 as compared to $2,520,052 as of September 30, 2009.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2010 and September 30, 2009.

Contractual Obligations and Commercial Commitments

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2010	$1.00 per net acre
2011	$2.00 per net acre
2012	$2.00 per net acre
2013	$3.00 per net acre
2014	$3.00 per net acre
2015	$4.00 per net acre
2016	$4.00 per net acre
2017	$5.00 per net acre in each year for the duration of the Edgar Lease Agreement.

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- 30 - -

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Maintaining Claims in Good Standing

The Company is also required to pay annual fees to counties in which the claims are held. In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.

Cash Requirements

At September 30, 2010, the Company had cash and cash equivalents of $611,405, short-term investments of $587,565 and prepaid expenses of $178,739 for total current assets of $1,377,709.

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

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

Subsequent Events

The following events occurred subsequent to September 30, 2010:

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

In October 2010, the Company paid $12,188 to nine counties in Nevada for annual claims-related fees.

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, 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, 2010, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

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

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

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Management believes that potential weaknesses in the Company’s internal controls may arise as a result of a lack of segregation of duties and the existence of related party transactions. Management has added compensating controls to address the lack of segregation of duties and plans to add further controls in the future. In connection with related party transactions, management and the Board have required independent valuations prior to engaging in related party transactions that are not in the ordinary course of business. Management has no evidence of any breakdown in its internal controls and continues to explore methods of reducing and minimizing the risk of a material misstatement in the Company’s financial statements.

Changes in Internal Controls

During the quarter ended September 30, 2010, there have been no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS:

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

ITEM 1A: RISK FACTORS:

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

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

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

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

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

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

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

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

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

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

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

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

We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling $18,263,620 from inception to September 30, 2010, and incurred losses of $1,327,922 during the three-month period ended September 30, 2010. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate; or (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations.

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

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

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

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

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

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

8.	THE COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS.

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

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

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

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10.	CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS

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

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

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

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

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES:

None.

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

None.

ITEM 5: OTHER INFORMATION:

None.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)	None.

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

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

	32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(c)	In addition, the following is incorporated by reference:

	Current Report on Form 8-K, “Item 1.01-Entry into a Material Definitive Agreement” dated July 12, 2010.

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SIGNATURE

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

	INFRASTRUCTURE MATERIALS CORP.

Dated: November 12, 2010	By:	/s/Anne Macko
		Anne Macko, Secretary

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M`"%'P($!A;VOGC:V`=[]/P4'M.4"@4"@4"@4"@H(Y89PB76SD-X59PG=]H<7 MQ&R)&WKP=T@.C,R7;;>$>MQ"=_P#U]^<2A_5-!'?8?E`X M3-E0H3!?/(E$:9C!&Q$6;+-*[9=_H5U!\Q&<43K<3%[XP:RG8TV3@JF)8X"# MZ.8$QMCU!@^B][A#=MRU^[OM`K(95N\B+,3\)'WHC7?91RM(Q8?XB?\`%$F$ MY=9\5M0,=B9@(<&I[\NIGL$7##(P$(O*%PS>&0^-\`_)\3EP8N/T=39/+P8A MA\I>[4R;Y-V1HY?$>#NEMR_.;#<<;/=%3"S^A1[M85BY-1UG0"Q0TGUQ> MMUJ#E/?:#B?23#TQZ[2')S]B^?\'+KF7DM'+2S'1&,G2R#* M1)F76,"\\BIZQ>P"'EA%43QDU/BI+["]P+V3+&;W%R[043\'JAN;SUN( M3O\`^OOSB4/ZIH'GK<0G?_U]^<2A_5-`\];B$[_^OOSB4/ZIH'GK<0G?_P!? M?G$H?U30//6XA.__`*^_.)0_JF@>>MQ"=_\`U]^<2A_5-!\P/Y EX-31.1 3 v202048_ex31-1.htm

Exhibit 31.1

CERTIFICATION

OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Todd D. Montgomery, certify that:

1.      I have reviewed this Quarterly Report on Form 10-Q of Infrastructure Materials Corp. (the “registrant”);

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

           (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

           (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

           (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

           (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 11, 2010

/s/ Todd D. Montgomery

Todd D. Montgomery

Chief Executive Officer

Infrastructure Materials Corp.

EX-31.2 4 v202048_ex31-2.htm

Exhibit 31.2

CERTIFICATION

OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Rakesh Malhotra, certify that:

1.       I have reviewed this Quarterly Report of Infrastructure Materials Corp. (the “registrant”);

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

           (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

           (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

           (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

           (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 11, 2010

/s/ Rakesh Malhotra

Rakesh Malhotra

Chief Financial Officer

Infrastructure Materials Corp.

EX-32.1 5 v202048_ex32-1.htm

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Infrastructure Materials Corp. (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Form 10-Q”) of the Company fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 11, 2010

/s/ Todd D. Montgomery

Todd D. Montgomery

Chief Executive Officer

Infrastructure Materials Corp.

Dated: November 11, 2010

/s/ Rakesh Malhotra

Rakesh Malhotra

Chief Financial Officer

Infrastructure Materials Corp.

A signed original of this written statement required by Section 906 has been provided to Infrastructure Material Corp. and will be retained by Infrastructure Materials Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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