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~~1934For the quarterly period ended December 31, 2014

For the quarterly period ended September 30, 2014

[ ] 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 [X] 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 [X] No [ _]

Yes [X] No [_]

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

Large accelerated filer [ _] Accelerated filer [ _] Non-accelerated filer [_] Smaller reporting company [X] (Do not check if a smaller reporting company) ~~Smaller reporting company [X]~~

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

~~The~~Yes ~~number~~[_] ofNo ~~shares of registrant’s common stock outstanding as of October 31, 2014 was 138,304,619.~~[X]

~~INFRASTRUCTURE~~The ~~MATERIALS~~number ~~CORP.~~of ~~FORM~~shares ~~10-Q~~of ~~FOR~~registrant’s ~~THE~~common ~~QUARTERLY~~stock ~~PERIOD~~outstanding as ~~ENDED~~of ~~SEPTEMBER~~January 3031, ~~2014~~2015 ~~TABLE~~was ~~OF CONTENTS~~138,304,619.

INFRASTRUCTURE MATERIALS CORP.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2014
TABLE OF CONTENTS

		PAGE
	PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
	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.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits and Reports on Form 8-K	39
	SIGNATURES	40

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PART 1 – FINANCIAL INFORMATION

ITEM 1.

Financial Statements

INFRASTRUCTURE MATERIALS CORP. ~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS September 30, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management) CONTENTS~~

Interim Consolidated Balance Sheets as of September 30, 2014 (unaudited) and June 30, 2014 (audited)	4
Interim Consolidated Statements of Operations and Comprehensive Loss for the three-months ended September 30, 2014 and September 30, 2013,	5
Interim Consolidated Statements of Changes in Stockholders' Equity for the three-months ended September 30, 2014 (unaudited) and for the year ended June 30, 2014 (audited)	6
Interim Consolidated Statements of Cash Flows for the three-months ended September 30, 2014 and September 30, 2013	7
Condensed Notes to Interim Consolidated Financial Statements	8 - 24

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

CONTENTS

Interim Consolidated Balance Sheets as of December 31, 2014 (unaudited) and June 30, 2014 (audited)	4
Interim Consolidated Statements of Operations and Comprehensive Loss for the six-months and three-months ended December 31, 2014 and December 31, 2013,	5
Interim Consolidated Statements of Changes in Stockholders' Equity for the six-months ended December 31, 2014 (unaudited) and for the year ended June 30, 2014 (audited)	6
Interim Consolidated Statements of Cash Flows for the six-months ended December 31, 2014 and December 31, 2013	7
Condensed Notes to Interim Consolidated Financial Statements	8 - 24

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INFRASTRUCTURE MATERIALS CORP. Interim Consolidated Balance Sheets as at ~~September~~December 3031, 2014 and June 30, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

	September 30,		June 30,
	December 31,		June 30,
	2014		2014
	$		$
	(unaudited)		(audited)
ASSETS
Current
Cash and cash equivalents	~~210~~85,~~421~~068		162,847
Marketable securities (Note 9)	57,128		44,325
Prepaid expenses and other receivables	5853,~~143~~893		15,109
Total Current Assets	~~325~~196,~~692~~089		222,281
Restricted Cash (Note 5)	6152,000		61,000
Reclamation Deposit (Note 6)	21,600		21,600
Plant and Equipment, net (Note 7)	~~491~~472,~~463~~893		517,309
Total Assets	~~899~~742,~~755~~582		822,190
LIABILITIES
Current
Accounts payable	283,~~820~~198		1,056
Accrued liabilities	3929,~~613~~803		63,860
Notes Payable (Note 8)	~~171,~~172,886		-
Total Current Liabilities	~~239~~205,~~605~~887		64,916
Deferred Revenue (Note 9)	429,639		346,836
Asset Retirement Obligation (Note 10)	20,~~127~~618		19,636
Total Liabilities	~~689~~656,~~371~~144		431,388
Going Concern (Note 3)
Commitments and Contingencies (Note 13)
Related Party Transactions (Note 14)
Subsequent Events (Note 15)
STOCKHOLDERS' EQUITY
Capital Stock (Note 11)
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding	-		-
Common stock, $0.0001 par value, 500,000,000 shares authorized, 138,304,619 issued and outstanding (June 30, 2014 – 138,304,619)	13,830		13,830
Additional Paid in Capital	24,743,631		24,743,631
Additional Paid- in Capital	24,743,631		24,743,631
Deficit	(24,~~547~~671,~~077~~023	)	(24,366,659	)
Total Stockholders' Equity	~~210~~86,~~384~~438		390,802
Total Liabilities and Stockholders' Equity	~~899~~742,~~755~~582		822,190

See Condensed Notes to the Interim Consolidated Financial Statements

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INFRASTRUCTURE MATERIALS CORP. Interim Consolidated Statements of Operations and Comprehensive Loss For the six-months and three-months ended ~~September~~December 3031, 2014 and ~~September~~December 3031, 2013 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

	For the		For the		For the		For the
	three months		three months
	six months		six months		three months		three months
	ended		ended		ended		ended
	September 30,		September 30,
	December 31,		December 31,		December 31,		December 31,
	2014		2013		2014		2013
	$		$		$		$
Operating Expenses
General and administration	99194,~~602~~692		~~127~~258,~~871~~521		95,090		130,650
Project expenses	6069,~~937~~509		~~242~~290,~~965~~027		8,572		47,062
Depreciation	1837,~~707~~277		2245,~~533~~066		18,570		22,533
Total Operating Expenses	~~179~~301,~~246~~478		~~393~~593,~~369~~614		122,232		200,245
Loss from Operations	(~~179~~301,~~246~~478	)	(~~393~~593,~~369~~614	)	(122,232	)	(200,245	)
Other income-interest	-		4074		-		34
Interest Expense	(1,172	)	(2,628	)
Other income-gain on termination of option and sale agreements (Note 9)	-		42,500		-		42,500
Loss before Income Taxes	(180,418	)	(395,957	)
Interest Expense	(2,886	)	(2,850	)	(1,714	)	(222	)
Provision for income taxes	-		-
Loss before Income Taxes	(304,364	)	(553,890	)	(123,946	)	(157,933	)
Net Loss	(180,418	)	(395,957	)
Provision for income taxes	-		-		-		-
Loss per Weighted Average Number of Shares Outstanding
Net Loss	(304,364	)	(553,890	)	(123,946	)	(157,933	)
-Basic and Fully Diluted	(0.001	)	(0.004	)
Loss per Weighted Average Number of Shares Outstanding
Weighted Average Number of Shares Outstanding During the Periods
-Basic and Fully Diluted	(0.002	)	(0.004	)	(0.001	)	(0.001	)
-Basic and Fully Diluted	138,304,619		111,254,326
Weighted Average Number of Shares Outstanding During the Periods
-Basic and Fully Diluted	138,304,619		124,549,850		138,304,619		137,845,373

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Net Loss	(~~180~~304,~~418~~364	)	(~~395~~553,~~957~~890	)	(123,946	)	(157,933	)
Other comprehensive loss:
Unrealized gain (loss) on marketable securities	-		(2015,~~179~~723	)	-		4,456
Comprehensive Loss	(~~180~~304,~~418~~364	)	(~~416~~569,~~136~~613	)	(123,946	)	(153,477	)

See Condensed Notes to the Interim Consolidated Financial Statements

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INFRASTRUCTURE MATERIALS CORP. Interim Consolidated Statements of Changes in Stockholders’ Equity For the ~~three~~six-months ended December ~~September 30~~31, 2014 and for the year ended June 30, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

						Accumulated
	Common Stock		Additional			Other		Total
	Number		Paid-in			Comprehensive		Stockholders'
	of Shares	Amount	Capital	Deficit		Loss		Equity
		$	$	$		$		$
Balance June 30, 2013 (audited)	98,935,486	9,894	23,977,767	(23,335,415	)	(105,043	)	547,203
Common shares issued for cash (net)	33,333,333	3,333	462,010					465,343
Common shares issued on conversion of debt	6,035,800	603	210,650					211,253
Gain on common shares issued on conversion of related party debt			81,747					81,747
Gain on common shares issued on
conversion of related party debt			81,747					81,747
Stock based compensation			11,457					11,457
Unrealized loss on marketable securities				-		-		-
Other-than-temporary impairment of marketable securities reclassified to net loss						105,043		105,043
Net loss for the period				(1,031,244	)			(1,031,244	)
Balance June 30, 2014 (audited)	138,304,619	13,830	24,743,631	(24,366,659	)	-		390,802
Net loss for the period				(~~180~~304,~~418~~364	)			(~~180~~304,~~418~~364	)
Balance September 30, 2014 (unaudited)	138,304,619	13,830	24,743,631	(24,547,077	)	-		210,384
Balance December 31, 2014 (unaudited)	138,304,619	13,830	24,743,631	(24,671,023	)	-		86,438

See Condensed Notes to the Interim Consolidated Financial Statements

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INFRASTRUCTURE MATERIALS CORP. Interim Consolidated Statements of Cash Flows For the ~~three~~six-months ended ~~September~~December 3031, 2014 and December ~~September 30~~31, 2013 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

	For the three		For the three
	For the six		For the six
	months ended		months ended
	September 30, 2014		September 30, 2013
	December 31, 2014		December 31, 2013
	$		$
Cash Flows from Operating Activities
Net loss	(~~180~~304,~~418~~364	)	(~~395~~553,~~957~~890	)
Adjustment for:
Adjustment to reconcile net loss to cash used in operating activities
Depreciation	1837,~~707~~277		2245,~~533~~066
Gain on disposal of plant and equipment	(3,761	)	-
Stock based compensation	-		5,319
Gain on termination of option and sale agreements (Note 9)	-		(42,500	)
Accretion of Asset Retirement Obligation (Note 10)	491		679
Stock based compensation	-		7,746
Interest accrued on promissory note (Note 8)	1,172		2,628
Shares issued in lieu of interest payment	-		1,926
Changes in non-cash working capital
Accretion of Asset Retirement Obligation (Note 10)	982		1,358
Prepaid expenses and other receivables	(43,034	)	(46,907	)
Interest accrued on promissory notes (Note 8)	2,886		-
Accounts payable	27,764		47,717
Cash flow from changes in certain assets and liabilities
Accrued liabilities	(24,247	)	(31,176	)
Prepaid expenses and other receivables	(38,784	)	(33,249	)
Net cash used in operating activities	(203,326	)	(395,164	)
Accounts payable	2,142		(26,528	)
Accrued liabilities	(34,057	)	(31,876	)
Net cash used in operating activities	(337,679	)	(631,947	)
Cash Flows from Investing Activities
Cash received for option on claims and included in Deferred revenue net (Note 9)*	70,000		70,000
Decrease (Increase) in Restricted Cash	9,000		-
Cash received for option on claims and included in Deferred revenue net (Note 9)*	70,000		27,500
Cash received for termination of option and sales agreements (Note 9)	-		42,500
Proceeds from sale of plant and equipment	10,900		-
Net cash provided by investing activities	8089,900		70,000
Cash Flows from Financing Activities
Issuance of common shares for cash (net)	-		465,343
Issuance of promissory notes (Note 8)	170,000		-
Issuance of promissory notes later converted to common shares	-		150,000
Net cash provided by financing activities	170,000		615,343
Net Change in Cash	47,574		290,179
Net Change in Cash and cash equivalents	(77,779	)	53,396
Cash beginning of period	162,847		106,847
Cash and cash equivalents - beginning of period	162,847		106,847
Cash end of period	210,421		397,026
Cash and cash equivalents - end of period	85,068		160,243
Supplemental Cash Flow Information
Interest Paid	-		-924
Income taxes paid	-		-

* Excludes receipt of marketable securities for $12,803, being a non-cash item included in Deferred Revenue

See Condensed Notes to the Interim Consolidated Financial Statements

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (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, 2014. 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~~December 3031, 2014 and June 30, 2014, the results of its operations for the three and six-month periods ended ~~September~~December 3031, 2014 and ~~September~~ 30December 31, 2013, and its cash flows for the ~~three~~six-month periods ended ~~September 30,~~December 31, 2014 and ~~September~~December 3031, 2013. 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~~six-month period ended ~~September~~December 3031, 2014 are ~~not~~ not necessarily indicative of results to be expected for the full year.

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

Recently Adopted Accounting Standards

In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. This ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not have a material impact on the financial statements of the Company.

In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-05 did not have a material impact on the financial statements of the Company.

-8-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

1.	Basis of Presentation – Cont’d

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”), whereby it amended its guidance related to the presentation of unrecognized tax benefits. The standard provides that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for annual reporting periods beginning on or after December 15, 2013, and interim periods within those annual periods. The guidance is to be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of ASU 2013-11 did not have a material impact on the financial statements of the Company.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements” (“ASU 2014-10”), which eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and changes in stockholders’ equity. The amendments in ASU 2014-10 are effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 early for the current period presented.

Recently Issued Accounting Standards

In August 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update) (“ASU 2012-03”). This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a significant impact on our financial position or results of operations.

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

1.	Basis of Presentation – Cont’d

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective for the Company on July 1, 2015. Early application is permitted. The Company is evaluating the effect that ASU 2014-08 will have on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on July 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently assessing the impact of this guidance.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

1.	Basis of Presentation – Cont’d

On January 9, 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”), which eliminates the concept of extraordinary items and the uncertainty in determining when an item is both unusual in nature and infrequent in occurrence. Presently, an event or transaction is presumed to be ordinary activity unless evidence clearly supports the transaction as unusual in nature and infrequent in occurrence. If an event or transaction is determined to be unusual and infrequent, it is deemed to be extraordinary, and is required to be segregated from the results of ordinary operations on the face of the income statement, net of tax, after income from continuing operations, along with other financial statement disclosures. ASU 2015-01 eliminates the concept of extraordinary items from the income statement presentation. Eliminating this concept removes the uncertainty in determining when a transaction is both unusual in nature and infrequent in occurrence. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 aligns U.S. GAAP with International Accounting Standard 1, which prohibits the presentation and disclosure of extraordinary items. ASU 2015-01 is effective for years beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of this guidance.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

2.	Nature of Business and Operations

The Company’s focus is on the exploration and development, if feasible, of limestone and precious metals from its claims in the State of Nevada.

The Company 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 360 and evaluates its carrying value 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.

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 assets are held by its wholly owned subsidiary, Infrastructure Materials Corp US (“IMC US”), a Nevada corporation that was acquired as of November 2008. As of the date of the financial statements, IMC US controls 2 limestone projects in Nevada, made up of 68 mineral claims covering approximately 1,405 acres on land owned or controlled by the United States Department of Interior Bureau of Land Management (the “BLM”). IMC US has also acquired 50% of the mineral rights on 680 acres and 25% of the mineral rights on 160 acres.

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” (“SRC”). The Company assigned all fourteen of its silver/base metal projects in Nevada to SRC. SRC has since terminated its interests in four of the projects. As of the date of the financial statements, the remaining ten projects contain 273 mineral claims covering approximately 5,599 acres on BLM land and 17 patented claims and 3 leased patented claims covering approximately 365 acres. SRC also has a milling facility located in Mina, Nevada on six BLM mill site claims covering 30 acres.

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

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

2.	Nature of Business and Operations – Cont’d

On December 18, 2008, the Company incorporated a second wholly owned subsidiary in the State of Delaware under its former name, “Silver Reserve Corp.” (“SRC”). The Company assigned all fourteen of its precious metal projects in Nevada to SRC. SRC has since terminated its interests in four of the projects. As of the date of the financial statements, the remaining ten projects controlled by SRC contain a total of 273 mineral claims covering approximately 5,599 acres on BLM land and 17 patented claims and 3 leased patented claims covering approximately 365 acres. SRC also has a milling facility located in Mina, Nevada on six BLM mill site claims covering 30 acres.

3.	Going Concern

The Company's financial statements have been prepared in accordance with GAAP and are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company’s activities are subject to a number of risks and uncertainties. The Company has had a history of net losses and must continue to seek financing, either through debt or equity, not only to finance its operating expenses, but to continue its exploration activities and its assessments of the commercial viability of its claims. There can be no assurance that such financing will be available on acceptable terms, if at all, or that the Company will attain profitable levels of operation. In addition, strategic acquisitions, if any, could have a dilutive effect on investment. Failure to make accretive acquisitions and successfully integrate them could adversely affect the Company’s future financial results. Because the Company is small and has few financial and other resources, the Company may not be able to succeed in the very competitive industry in which it is engaged.

The Company has incurred a cumulative loss of $24,~~547~~671,~~077~~023 from inception to ~~September~~December 3031, 2014. The Company has no source of operating revenue and expects to incur significant expenses before establishing operating revenue. Due to continuing operating losses and cash outflows from continuing operations, the Company’s continuation as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. Historically, the Company has funded operations through the issuance of capital stock, convertible debentures and redeemable preferred stock. Prior to December 2011, the Company received net proceeds of $12,718,365 pursuant to the issuance of such securities. In December 2011, the Company completed a public offering in Canada of shares of its common stock (“Common Shares”) for net proceeds of $2,215,399. In August 2013, the Company completed a private placement of its Common Shares for net proceeds of $465,343. In April 2013 and July 2013, the Company borrowed $140,000 and $150,000, respectively, issuing promissory notes that were converted to Common Shares in October 2013. In July 2014 and August 2014, the Company borrowed $70,000 and $100,000, respectively, issuing promissory notes that are payable on demand. 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.

-12-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

43. ~~Fair~~Going ~~Value~~Concern – Cont’d In August 2013, the Company completed a private placement of ~~Financial~~its ~~Instruments~~Common Shares for net proceeds of $465,343. In April 2013 and July 2013, the Company borrowed $140,000 and $150,000, respectively, issuing promissory notes that were converted to Common Shares in October 2013. In July 2014 and August 2014, the Company borrowed $70,000 and $100,000, respectively, issuing promissory notes that are payable on demand. 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.

4. Fair Value of Financial Instruments The fair values of financial assets measured at the balance sheet date of ~~September~~December 3031, 2014 were as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

~~210~~85,~~421~~068

Marketable securities

57,128

Restricted Cash

6152,000

The fair values of financial assets measured at the balance sheet date of June 30, 2014 were as follows:

Quoted prices

in active

Significant

markets for

observable

Unobservable

Carrying

identical assets

inputs

Balance sheet

Amount

(Level 1)

(Level 2)

(Level 3)

classification and nature

Assets

Cash and cash equivalents

162,847

Marketable securities

44,325

Restricted Cash

61,000

5. Restricted Cash Amounts reflected as Restricted Cash represent certificates of deposits pledged toward reclamation liabilities assessed by the BLM. Periodically, the BLM may require the Company to pledge additional cash as collateral or the Company may be allowed to remove restrictions on this cash by completing its reclamation obligations, as the case may be.

~~Amounts~~-13- reflected as Restricted Cash represent either cash held as collateral or certificates of deposits pledged toward reclamation liabilities assessed by the BLM. Periodically, the BLM may require the Company to pledge additional cash as collateral or the Company may be allowed to remove restrictions on this cash by completing its reclamation obligations, as the case may be.

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

6.	Reclamation Deposit

In July 2010, the Company posted a reclamation bond (the “Reclamation Bond”) of $240,805 pursuant to the Plan of Operations for its Blue Nose limestone project, as required by the BLM to secure remediation costs if the project is abandoned or closed. In December 2013, the Company submitted an application to withdraw its Plan of Operations and to seek a refund from the BLM of a portion of the Reclamation Bond. In January 2014, the application was approved and the Company received $219,205 from the BLM as a partial refund of the Reclamation Bond. The Company must complete certain reclamation work for the $21,600 balance to be released, but may leave the bond in place for future exploration programs, even if such reclamation work is completed.

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements September 30, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

7.	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
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

	September 30, 2014		June 30, 2014
	December 31, 2014		June 30, 2014
		Accumulated		Accumulated
	Cost	Depreciation	Cost	Depreciation
	$	$	$	$
Computer equipment	25,729	18,~~204~~813	25,729	17,589
Office, furniture and fixtures	3,623	2,~~860~~899	3,623	2,816
Plant and Machinery	1,514,511	1,~~105~~121,~~533~~466	1,514,511	1,089,594
Tools	11,498	89,~~851~~028	11,498	8,677
Vehicles	48,280	3839,~~854~~349	76,928	59,747
Consumables	64,197	63,~~941~~977	64,197	63,900
Molds	900	~~852~~855	900	844
Mobile Equipment	73,927	6162,~~572~~223	73,927	60,925
Factory Buildings	74,849	2526,~~384~~011	74,849	24,761
	1,817,514	1,~~326~~344,~~051~~621	1,846,162	1,328,853
Net carrying amount		~~491~~472,~~463~~893		517,309
Depreciation charges		1837,~~707~~277		90,132

During the three-months ended September 30, 2014, the Company recorded depreciation expense of $18,707. During the twelve months ended June 30, 2014, the Company recorded depreciation expense of $90,132.

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INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

7.	Plant and Equipment, Net – Cont’d

	During the six-months ended December 31, 2014, the Company recorded depreciation expense of $37,277. During the twelve months ended June 30, 2014, the Company recorded depreciation expense of $90,132.

8.	Notes Payable

On July 3, 2014, the Company borrowed $70,000 from Mont Strategies Inc. (“Mont Strategies”), a company that is owned and controlled by a member of the Company’s Board of Directors. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company ~~intends~~used ~~to use~~ the proceeds of ~~the~~this promissory note for ~~working~~ working capital. For the ~~three~~six-month period ended ~~September~~December 3031, 2014, the Company recorded interest expense of $~~690~~1,396 for this promissory note.

On August 18, 2014, the Company borrowed an additional $100,000 from Mont Strategies. This loan was made pursuant to a demand promissory note that bears interest at 4 percent (4%) per annum and may also be prepaid by the Company at any time without penalty. If the Company fails to make payment within five business days of demand by Mont Strategies, the promissory note will bear interest at ten percent (10%) per annum. The Company ~~intends~~used ~~to use~~ the proceeds of ~~the~~this promissory note for ~~working~~ working capital. For the ~~three~~six-month period ended ~~September~~December 3031, 2014, the Company recorded interest expense of $~~482~~1,490 for this promissory note.

9. Deferred Revenue, ~~and~~ Marketable Securities, Other Income and Accumulated Other Comprehensive Loss

On February 25, 2011, SRC entered into an option and joint venture agreement (the “Option Agreement”) with International Millennium Mining Inc. (“IMMI”), a wholly owned subsidiary of International Millennium Mining Corp. (“IMMC”), to sell an 85% interest in SRC’s NL Extension Project (the “NL Project”) for total consideration of $350,000 cash and 1,925,000 shares of IMMC’s common stock (together, the “Consideration”). The NL Project consists of 18 mineral claims located in Esmeralda County, Nevada, approximately 6 miles southwest of Silver Peak, Nevada on Highway 47. Under the terms of the Option Agreement, the Consideration is payable over a five-year period that ends on September 15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period. Also see Note 13, Commitments and Contingencies.

As of June 30, 2014, the Company had received Consideration of $346,836, consisting of 1,225,000 shares of IMMC with an initial fair market value of $166,836 that is recorded as Marketable Securities in the Company’s Consolidated Balance Sheets and $180,000 in cash. In September 2014, the Company received additional Consideration of $82,803 consisting of 350,000 shares of IMMC’s common stock with a fair market value of $12,803 and $70,000 in cash. Because IMMI’s interest in the NL Project vests at the end of the five-year period, this Consideration is accounted for in the Consolidated Balance Sheets as Deferred Revenue, a non-current liability. Unrealized gains and losses arising from changes in the market value of the Company’s shares of IMMC’s common stock are accounted for in the Stockholders’ Equity section of the Consolidated Balance Sheets as Accumulated Other Comprehensive Loss. There were no changes in fair market value during the ~~three~~six-month period ended ~~September~~December 3031, 2014.

-15-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

9. Deferred Revenue ~~and~~ Marketable Securities, Other Income and Accumulated Other Comprehensive Loss – Cont’d

IMMC common shares are traded in Canada on the TSX Venture Exchange (the “Exchange”). Pursuant to the Exchange’s policies, IMMC’s common shares encountered a trading halt on December 24, 2013, when IMMC announced a proposed change in business/reverse take-over. The trading halt continues to date. The Company recorded an other-than-temporary impairment of $122,511 in the value of these marketable securities that was reclassified to net loss during the year ended June 30, 2014. This loss included $17,468 representing the decline in the market value of securities for the year ended June 30, 2014. No impairment loss or change in market value of securities has been recorded for the ~~three~~six-month period ended ~~September~~December 3031, 2014.

On March 5, 2013, SRC executed a Sale and Purchase Agreement (the “Sale Agreement”) with IMMI to sell to IMMI (1) all of SRC’s interest in the NL Project and (2) all of its interest in the Option Agreement. Pursuant to the terms of the Sale Agreement, upon closing IMMI would pay SRC a purchase price of $425,000 and the Option Agreement would terminate. Also, upon closing of the Sale Agreement, SRC would transfer 100% of its interest in the NL Project to IMMI. The terms of the Sale Agreement provided that all Consideration paid by IMMI under the Option Agreement prior to closing would be retained by the Company. The closing date was scheduled to occur on or about April 30, 2013, and was extended several times. In connection with the closing date extensions, IMMI paid a ten percent (10%) non-refundable deposit of $42,500 towards the purchase price, which was also accounted for as Deferred Revenue until such time as the Sale Agreement closed or was cancelled. The terms of the Sale Agreement provided that all Consideration paid by IMMI under the Option Agreement prior to closing would be retained by the Company. On October 4, 2013, SRC, elected to terminate the Sale Agreement after IMMI failed to close the transaction as contemplated. Accordingly, during the year ended June 30, 2014, the non-refundable deposit of $42,500 was forfeited by IMMI and recognized as Other Income in the Company’s Consolidated Statement of Operations. The Option Agreement, as discussed above, remains in effect.

								Accumulated
								Other
		Deferred			Marketable			Comprehensive
		Revenue			Securities			Loss
Balance as of July 1, 2013	$	307,460		$	49,917		$	(105,043	)
Consideration received during the year ended June 30, 2014		81,876			11,876
Other income recognized on termination of Sale Agreement		(42,500	)
Change in market value of securities for the year ended June 30, 2014					(17,468	)		(17,468	)
Other-than-temporary impairment of marketable securities reclassified to net loss								122,511
Balance as of June 30, 2014	$	346,836		$	44,325		$	-
Consideration received during the period ending September 30, 2014		82,803			12,803
Consideration received during the period ending December 31, 2014		82,803			12,803			-
Balance as of September 30, 2014	$	429,639		$	57,128		$	-
Balance as of December 31, 2014	$	429,639		$	57,128		$	-

-16-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

10.

Asset Retirement Obligation

The Company is required to recognize a liability for its legal obligation to perform reclamation and disturbance monitoring activities once any of its projects are abandoned or closed. Although these activities are conditional upon future events, the Company is required to make a reasonable estimate of the fair value of the liability. Based on the existing level of ground disturbance and monitoring requirements, the discounted asset retirement obligations ("ARO's") were estimated to be $22,455 as of June 30, 2011, assuming payments made over a three-year period. Determination of the undiscounted ARO and the timing of these obligations were based on internal estimates using information currently available and existing regulations.

At the end of each reporting period, ARO’s are equal to the present value of all estimated future costs required to remediate any ground disturbances that exist as of the end of the period, using discount rates applicable at the time of initial recognition of each component of the liability. A liability for an asset retirement obligation may be incurred over more than one reporting period if the events that create the obligation occur over more than one reporting period. Any incremental liability incurred in a subsequent reporting period shall be considered to be an additional layer of the original liability. Each layer shall be initially measured at fair value. Included in this liability are the costs of reclamation and monitoring and maintenance costs. As of June 30, 2014, the Company revised its estimate of the present value of its asset retirement obligation to $19,636. A discount rate of 10% was determined to be applicable. The Company recorded accretion expense of $~~491~~982 for the ~~three~~six-month period ended ~~September~~December 3031, 2014. The Company’s entire ~~ARO~~ ARO relates to the Company’s Blue Nose project.

~~Balance as of June 30, 2014~~	$Balance as of June 30, 2014	~~19,636~~$	19,636
~~Increase in Asset Retirement Obligation~~	Increase in Asset Retirement Obligation	-	-
Accretion for the period ending September 30, 2014		491
	Accretion for the period ending December 31, 2014		982
Balance as of September 30, 2014	$	20,127
	Balance as of December 31, 2014	$	20,618

11.

Issuance of Common Shares and Warrants

Common Shares:

~~Three~~Six-month period ended ~~September 30,~~December 31, 2014

There were no securities issued during this period.

-17-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

11.

Issuance of Common Shares and Warrants – Cont’d

Year ended June 30, 2014

On August 28, 2013, the Company completed a private placement (the “Private Placement”) of 33,333,333 Common Shares at a price of $0.014 (CDN$0.015) per share for gross proceeds of $474,203 (CDN$500,000). 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.

On October 8, 2013, the Company issued 6,035,800 Common Shares as full settlement of a debt conversion transaction (the “Conversion”) with Mont Strategies, a company that is owned and controlled by a member of the Company’s Board of Directors. Under the terms of the Conversion, the Company converted $293,000 of indebtedness owed by the Company to Mont Strategies ~~(a related party)~~ into 6,035,800 Common Shares at a conversion price of $0.0485 (CDN$0.05) per share. The amount allocated to Stockholders’ Equity based on a fair value of US$0.035 per share was $211,253. The balance of $81,747 ~~represents~~ represents a gain on the debt settlement with a related party that was also allocated to the equity section of the Balance Sheet because the member of the Company’s Board of Directors is also a significant shareholder in the Company. ~~The~~ The Conversion was exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption afforded by Regulation S promulgated thereunder.

Warrants:

On December 16, 2011, the Company completed the sale of 26,000,000 Common Shares to the public in Canada at a price of $0.096 (CDN$0.10) per share to raise gross proceeds of $2,507,180 (CDN$2,600,000). PI Financial Corp. (“PI Financial”) acted as lead agent and received, among other compensation, non-transferable Agent's Warrants valued at $14,644 entitling PI Financial to acquire 209,850 Common Shares at a price of $0.096 (CDN$0.10) per share exercisable for 24 months. The fair value of the Agent’s Warrants was determined using the Black-Scholes option pricing model with the following assumptions: risk-free rate of 1.63%, expected dividend yield of 0%, annualized volatility of 142.45% and expected life of two years. These Agent’s Warrants were not granted pursuant to the Company’s stock option plan then in effect. On December 15, 2013, the Agent’s Warrants expired with none having been exercised.

-18-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

12.

Stock Based Compensation

In July of 2011, the shareholders of the Company approved an amendment and restatement of the Company’s 2006 Stock Option Plan. This amended and restated stock option plan is referred to herein as the “2011 Amended Plan.” The purpose of the 2011 Amended Plan was to enhance the Company's stockholder value and financial performance by attracting, retaining and motivating the Company's officers, directors, key employees and consultants 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.

The material terms of the 2011 Amended Plan include (a) officers, directors, employees and consultants who provide services to the Company may be granted options to acquire Common Shares of the Company at the fair market value of the stock on the date of grant, (b) options may have a term of up to 10 years, (c) the Company may issue options in a number up to a maximum of 10% of the outstanding Common Shares, and (d) outstanding stock options previously granted pursuant to the 2006 Stock Option Plan will remain in effect and be exercisable in accordance with, and be deemed to be issued under, the terms of the 2011 Amended Plan. It was expected that options issued pursuant to the 2011 Amended Plan would not be “qualified” options under the provisions of section 422 of the Internal Revenue Code of 1986, as amended from time to time.

At the annual meeting of shareholders on July 16, 2013, the shareholders of the Company approved the Company’s 2013 Amended Stock Option Plan (the “Current Stock Option Plan”), which amends and restates in its entirety the 2011 Amended Plan. The Current Stock Option Plan effected minor technical clarifications to the 2011 Amended Plan and did not materially change its terms.

~~Three~~Six-month period ended ~~September 30,~~December 31, 2014

No options were granted pursuant to the Current Stock Option Plan during the ~~three~~six-month period ended ~~September~~December 3031, 2014.

For the ~~three~~six-month period ended ~~September~~ 30December 31, 2014, the Company recognized no stock-based compensation costs in ~~the~~ the financial statements.

~~The~~On ~~following~~October ~~table~~22, ~~summarizes~~2014, ~~the~~ 25,000 options issued ~~outstanding~~in ataccordance ~~September~~with ~~30,~~the ~~2014:~~Company’s 2006 Stock Option Plan expired.

Outstanding at June 30, 2014 (audited)		8,700,000
Granted		-
Expired		-
Exercised		-
Forfeited		-
Cancelled		-
Outstanding at September 30, 2014		8,700,000
Exercisable at September 30, 2014		8,700,000

The following table summarizes the options outstanding at December 31, 2014:

Outstanding at June 30, 2014 (audited)	8,700,000
Granted	-
Expired	(25,000	)
Exercised	-
Forfeited	-
Cancelled	-
Outstanding at December 31, 2014	8,675,000
Exercisable at December 31, 2014	8,675,000

-19-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

13.

Commitments and Contingencies

On August 1, 2006, the Company acquired the Pansy Lee Project from Anglo Gold Mining Inc. in exchange for 1,850,000 Common Shares pursuant to an asset purchase agreement dated August 1, 2006 (the “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement, ~~a 2% net smelter royalty pertains to~~ 8 of the 12 claims in this project are subject to a net smelter royalty. In the event that any one or more of ~~the~~these 8 claims ~~becomes~~enters ainto ~~producing claim~~production, any ~~revenue~~ revenue generated is subject to a 2% net smelter return royalty where net ~~smelter~~ smelter returns are based upon gross revenue less deductions as provided in the ~~Pansy~~ Pansy Lee Purchase Agreement.

On May 30, 2008, the Company entered into an agreement (the “Harting Lease Agreement”) with Ovidia Harting (“Harting”) to lease two patented claims covering approximately 35 acres in Esmeralda County, Nevada. The Harting Lease Agreement has a renewable term of 10 ~~years~~ years and permits the Company to explore the area covered by the patented claims. The Harting Lease Agreement provides for annual payments of $1,000 per claim to ~~Harting.~~ ~~The~~ Harting ~~Lease~~and ~~Agreement~~ also ~~provides~~requires that the Company pay the real estate taxes imposed by Esmeralda County on the property. ~~These~~In ~~two~~the ~~patented~~event that one or both of these claims ~~are~~enters into production, any revenue generated is subject to a 3% net smelter return royalty to be calculated and paid to Harting within 45 days after the end of each calendar quarter. The Company may terminate the ~~Harting~~ Harting Lease Agreement at any time by giving 60 days ~~notice~~advance inwritten ~~writing~~notice to Harting.

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. In the event that the Perdriau Property becomes a producing property, Perdriau will be entitled to receive a royalty of $0.25 per ton for material mined and removed from the Perdriau Property.

On 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 located in Elko County, Nevada (the “Hammond Mineral Rights Property”) that is covered by the Hammond Mineral Rights Agreement. The purchase price was $400. In the event that the Hammond Mineral Rights Property becomes a producing property, Eugene M. Hammond 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.

Effective July 1, 2010, the Company entered into an employment agreement with an individual to provide business and administrative services. The employment agreement has a term of one year and is automatically renewable thereafter. Either party may terminate the employment agreement upon 60 days notice. According to the terms of the employment agreement as amended effective March 1, 2012, the Company will pay the individual no less than $8,333 per month and reimburse related business expenses.

-20-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

13.

Commitments and Contingencies – Cont’d

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

Effective February 29, 2012, SRC entered into a mineral lease agreement (the “Gumaskas Agreement”) with Joseph W. Gumaskas (“Gumaskas”) to lease a patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. Unless terminated earlier by SRC, the term of the Gumaskas Agreement is ten years and will automatically renew on the same terms and conditions for additional five-year periods. The Gumaskas Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500 annually. In the event that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty based upon gross revenue less deductions as permitted by the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance written notice to Gumaskas.

OnEffective ~~May~~as 16of June 23, ~~2014~~2008, ~~SRC~~the Company ~~completed~~appointed Mason Douglas as the President of the Company. Mr. Douglas is ~~purchase~~also a director of ~~three~~the ~~patented~~Company. ~~claims~~In ~~covering~~connection ~~approximately~~with 59the ~~acres~~appointment, (the Company ~~“Property”)~~entered ~~situated~~into ina ~~Mineral~~consulting ~~County,~~services ~~Nevada,~~agreement ~~from~~with ~~Ralph~~a L.Canadian ~~Buhrman~~corporation ~~and~~that is ~~Jacqueline~~controlled ~~Buhrman~~by ~~(together,~~Mr. Douglas (the “~~Buhrmans~~Consulting Agreement”). The ~~Property~~Consulting ~~was~~Agreement has ~~acquired~~a ~~for~~term aof one year and is then automatically renewable. Either party may ~~total~~terminate ofthe $Consulting Agreement upon 90~~,000~~ ~~pursuant~~days notice to anthe ~~exploration~~other ~~license~~party. According ~~with~~to ~~option~~the toterms ~~purchase~~of (the ~~“Buhrman~~ Consulting Agreement”) ~~dated~~ as ofamended ~~May~~effective ~~15,~~March 1, 2012., ~~Mineral~~the ~~production~~Company ~~from~~will ~~the~~pay a fee of $10,417 per month and reimburse related ~~Property~~business isexpenses. ~~subject~~The toConsulting aAgreement 2%permits ~~royalty~~Mr. ~~payable~~Douglas to fulfill his duties for the ~~Buhrmans~~Company ~~based~~from ~~upon~~his ~~gross revenues~~office ~~less~~in ~~deductions~~Canada. asMr. ~~defined~~Douglas bydoes ~~the~~not ~~Buhrman~~receive ~~Agreement~~a salary from the Company. ~~SRC~~Effective ~~has~~October 1, 2012, the ~~exclusive~~ ~~right~~Company ~~and~~appointed ~~option~~Mr. Douglas to ~~purchase~~also ~~such~~serve ~~royalty~~as atits ~~any~~Chief ~~time~~Executive ~~for~~Officer. In connection with this appointment, the ~~sum~~Consulting ofAgreement was amended to increase the consulting fee to $1155,000 annually,~~000~~ ~~less~~payable ~~any~~in ~~payments~~12 ~~previously~~equal ~~made~~monthly byinstallments. ~~SRC~~By tomutual agreement between the ~~Buhrmans~~Company ~~pursuant~~and Mr. Douglas, effective as of March 1, 2013, the consulting fee was changed to an annual rate of $93,000, payable in 12 equal ~~such~~monthly ~~royalty~~installments.

-21-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

13.

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 Canadian 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. According to the terms of the Consulting Agreement as amended effective March 1, 2012, the Company will pay a fee of $10,417 per month and reimburse related business expenses. The Consulting Agreement permits Mr. Douglas to fulfill his duties for the Company from his office in Canada. Mr. Douglas does not receive a salary from the Company. Effective October 1, 2012, the Company appointed Mr. Douglas to also serve as its Chief Executive Officer. In connection with this appointment, the Consulting Agreement was amended to increase the consulting fee to $155,000 annually, payable in 12 equal monthly installments. By mutual agreement between the Company and Mr. Douglas, effective as of March 1, 2013, the consulting fee was changed to an annual rate of $93,000, payable in 12 equal monthly installments.

On April 23, 2013, the Company received a summons from the United States District Court, District of Nevada, naming the Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non-quantified damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the Company, along with the other parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy. The Company has accrued $5,000 for these claims, which is equal to the Company’s deductible on the relevant liability insurance policy.

~~The~~On ~~Company~~May ~~has~~16, ~~entered~~2014, ~~into~~SRC ~~operating~~completed the ~~leases~~purchase ~~for~~of ~~its~~three ~~office~~patented ~~space~~claims ~~and~~covering ~~certain~~approximately ~~office~~59 ~~furniture~~acres ~~and~~(the “Property”) ~~equipment~~situated in Mineral County, Nevada, from Ralph L. ~~Rent~~Buhrman and ~~payments~~Jacqueline ~~associated~~Buhrman ~~with~~(together, ~~those~~the ~~leases~~“Buhrmans”). ~~for~~The ~~the~~Property ~~three-month~~was ~~periods~~acquired ~~ended~~for a ~~September~~total ~~30,~~of ~~2014~~$90,000 ~~and~~pursuant ~~September~~to ~~30,~~an ~~2013,~~exploration ~~were~~license ~~$6,218~~with ~~and~~option ~~$6,274,~~to purchase (the ~~respectively.~~“Buhrman AsAgreement”) dated as of ~~September~~May 3015, ~~2014~~2012. Mineral production, if any, from the ~~Company’s~~Property ~~estimated~~is ~~future~~subject ~~minimum cash~~to ~~payments~~a ~~under~~2% ~~non-cancelable~~royalty ~~operating~~payable ~~leases~~to ~~for~~the Buhrmans based upon gross revenues less deductions as defined by the ~~year~~Buhrman ~~ending~~Agreement. ~~June~~SRC ~~30,~~has the ~~2015,~~exclusive ~~are~~right and option to purchase such royalty at any time for the sum of $51,~~433~~000,000 less any payments previously made by SRC to the Buhrmans pursuant to such royalty.

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 six-month periods ended December 31, 2014, and December 31, 2013, were $12,408 and $12,547, respectively. As of December 31, 2014, the Company’s estimated future minimum cash payments under non-cancelable operating leases for the year ending June 30, 2015, are $10,643.

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 $155 per mineral claim held by the Company. The total amount paid in August 2014, was $50,995 for 329 claims held by the Company at that date. The BLM fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

The Company is also required to pay on or before November 1st of each year, annual fees to counties in Nevada in which its ~~the~~ claims are ~~held~~located. In October 2014, the Company paid $3,478 to six counties in Nevada for annual claims-related fees. The annual county fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

-22-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements September 30, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

13. Commitments and Contingencies – Cont’d

The Company also holds certain patented claims and leases other 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.

-22-

INFRASTRUCTURE MATERIALS CORP.
Condensed Notes to Interim Consolidated Financial Statements
December 31, 2014
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

14.

Related Party Transactions

There are no amounts owed to or from related parties as of ~~September~~December 3031, 2014, or June 30, 2014, except as discussed in Note 8, Notes Payable.

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

~~Three~~Six-months ended ~~September~~December 3031, 2014

A corporation owned and operated by Mason Douglas, the Company’s President and Chief Executive Officer and also a member of the Company’s Board of Directors, received $23,250 for his services for the three-months ended ~~September~~December 3031, 2014, and $46,500 for the six months ended December 31, 2014.

The Company’s ~~recorded~~Chief ~~interest~~Financial ~~expense~~Officer, ofRakesh Malhotra, received $14,~~172~~147 for ~~the~~consulting ~~three-months~~services ~~ended~~provided ~~September 30, 2014, pursuant~~ to ~~promissory~~the Company ~~notes~~for ~~issued~~the tothree amonths ~~corporation~~ended ~~that~~December is31, ~~owned~~2014, and ~~controlled~~$4,147 byfor athe ~~member~~six ~~of the~~months ~~Company’s~~ended ~~Board~~December ~~of Directors~~31, ~~Todd Montgomery~~2014. ~~Also see Note 8 Notes Payable.~~

~~Key~~The ~~management~~Company ~~personnel~~recorded ~~are~~interest ~~those~~expense ~~persons~~of ~~that~~$1,714 ~~have~~for the ~~authority~~three-months ~~and~~ended ~~responsibility~~December ~~for~~31, ~~planning~~2014, ~~directing~~ and ~~controlling~~ ~~the~~$2,886 ~~activities~~for of the ~~Company, directly or indirectly. Key~~six ~~management~~months ~~personnel~~ended ofDecember ~~the Company include executive officers~~31, ~~other senior members of the management team~~2014, ~~and~~pursuant ~~the~~to ~~Board~~promissory ofnotes ~~Directors.~~issued ~~The~~to ~~compensation~~a ~~paid~~corporation orthat ~~payable~~is toowned ~~key~~and ~~management~~controlled ~~personnel,~~by ora tomember ~~companies~~of inthe ~~common~~Company’s ~~with~~Board ~~key~~of ~~management personnel~~Directors, ~~for~~Todd ~~services~~Montgomery. ~~provided~~Also assee ~~detailed~~Note ~~above for the three-months ended September 30~~8, ~~2014~~Notes ~~was:~~Payable.

Compensation (fees)	$	23,250
Interest expense	$	1,172

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers, other senior members of the management team, and the Board of Directors. The compensation paid or payable to key management personnel, or to companies in common with key management personnel, for services provided as detailed above for the six-months ended December 31, 2014 was:

~~Three-months~~ Compensation ~~ended~~(fees) ~~September 30~~ $ 50,647 ~~2013~~ Interest expense $ 2,886

A ~~law~~corporation ~~firm~~owned and operated by Mason Douglas, athe ~~partner~~Company’s ofPresident ~~which~~and isChief Executive Officer and also a a member of the Company’s Board of Directors, ~~Brent Walter,~~ received $825,~~903~~750 for ~~legal~~ his services for ~~rendered~~the ~~and~~three-months ~~expenses~~ended ~~incurred~~December on31, ~~behalf~~2013, ofand ~~the~~$49,000 ~~Company~~ for the ~~three-months~~ six months ended ~~September~~December 3031, 2013.

A law firm, a partner of which is also a member of the Company’s Board of Directors, Brent Walter, received $4,067 for legal services rendered and expenses incurred on behalf of the Company for the three-months ended December 31, 2013, and $12,971 for the six months ended December 31, 2013.

-23-

INFRASTRUCTURE MATERIALS CORP. Condensed Notes to Interim Consolidated Financial Statements ~~September~~December 3031, 2014 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)

14.

Related Party Transactions – Cont’d

The Company’s ~~Corporate~~Chief ~~Secretary,~~Financial ~~Anne~~Officer, ~~Macko~~Rakesh Malhotra, received $143,~~000~~472 for ~~administrative~~consulting services provided to the Company ~~for~~ for the three- months ended ~~September~~December 3031, 2013, and $3,472 for the six months ended December 31, 2013.

The Company’s ~~recorded~~Corporate ~~interest~~Secretary, ~~expense~~Anne ofMacko, received $24,~~628~~667 ~~for~~from ~~the~~October ~~three-months ended September 30~~1, 2013, ~~pursuant~~until toher ~~promissory notes~~resignation ~~issued~~on toNovember a5, 2013, ~~corporation~~and ~~that~~received is$18,667 ~~owned~~from ~~and~~July ~~controlled~~1, by2013 ato ~~member~~November of5, ~~the~~2013, for ~~Company’s~~administrative ~~Board~~services ofprovided ~~Directors,~~to ~~Todd~~the ~~Montgomery~~Company.

~~The~~Jeanette ~~compensation~~Durbin ~~paid~~was orappointed ~~payable~~Corporate Secretary toon ~~key management~~November ~~personnel~~5, or2013, and received $9,333 from her appointment to December ~~companies~~31, in2013. ~~common~~For ~~with~~options ~~key~~granted ~~management~~to ~~personnel~~Ms. Durbin, ~~for~~ ~~services~~the ~~provided~~Company asexpensed ~~detailed~~stock based ~~above~~compensation costs of $2,427 for the three- months ended ~~September~~December 3031, 2013, and ~~was:~~$7,746 for the six months ended December 31, 2013.

Compensation (fees)	$	46,153
Interest expense	$	2,628

The Company recorded interest expense of $222 for the three-months ended December 31, 2013, and $2,850 for the six-months ended December 31, 2013, pursuant to promissory notes issued to a corporation that is owned and controlled by a member of the Company’s Board of Directors, Todd Montgomery.

~~15.~~The ~~Subsequent~~compensation ~~Event~~paid or payable to key management personnel, or to companies in common with key management personnel, for services provided as detailed above for the six-months ended December 31, 2013 was:

On Compensation ~~October~~(fees) 22 $ 93,443 ~~2014, 25,000 options~~ ~~issued~~ Stock inbased ~~accordance~~compensation ~~with~~ $ 7,746 ~~the~~ Interest ~~Company’s~~expense ~~2006~~ $ 2,850 ~~Stock Option Plan expired.~~

15.	Subsequent Events

	None.

-24-

Item 2. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~

~~Our~~MANAGEMENT'S ~~name~~DISCUSSION isAND ~~Infrastructure~~ANALYSIS ~~Materials~~OF ~~Corp. and we sometimes~~FINANCIAL ~~refer~~CONDITION toAND ~~ourselves~~RESULTS inOF ~~this~~OPERATION ~~report as “Infrastructure Materials” or “Infrastructure”, or “the Company” or as “we,” “our,” or “us.”~~

~~Forward-Looking~~Our ~~Statements~~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.”

~~Except for historical information, this report contains forward~~Forward-~~looking~~Looking ~~statements~~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~~Except wefor ~~believe~~historical ~~that~~information, this report contains forward-looking statements within the ~~expectations~~meaning ~~reflected~~of inSection ~~these~~27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements ~~are~~involve ~~based~~risks onand ~~reasonable~~uncertainties, ~~assumptions~~including, ~~there~~among other ~~are~~things, astatements regarding our business strategy, exploration strategy, ~~number~~future ofrevenues ~~risks~~and anticipated costs and ~~uncertainties~~expenses. ~~that~~Such ~~could~~forward-looking statements ~~cause~~include, ~~actual~~among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results tomay differ ~~materially~~ 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.

~~FOR~~Although ~~THE~~we ~~THREE~~believe that the expectations reflected in these forward-~~MONTH~~looking ~~PERIOD~~statements ~~ENDED~~are ~~SEPTEMBER~~based 30on reasonable assumptions, ~~2014~~there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

~~PLAN~~FOR OFTHE ~~OPERATIONS~~SIX-MONTH AND THREE-MONTH PERIODS ENDED DECEMBER 31, 2014

WePLAN ~~will~~OF ~~require~~OPERATIONS additional capital to maintain our operations and implement the further exploration and possible development of our projects. We expect to raise this capital through the sale of additional securities, monetizing non-essential corporate assets, short-term debt financing or some combination of the foregoing. We have limited cash to fund operations and have taken steps to reduce our operating costs. Management is actively pursuing all of its options to address the Company’s operating capital requirements.

~~Discussion~~We will require additional capital to maintain our operations and implement the further exploration and possible development of ~~Operations~~our projects. We expect to raise this capital through the sale of additional securities, monetizing non-essential corporate assets, short-term debt financing or some combination of the foregoing. We have limited cash to fund operations and ~~Financial~~have taken ~~Condition~~steps to reduce our operating costs. Management is actively pursuing all of its options to address the Company’s operating capital requirements.

~~Three-Month~~Discussion ~~Period~~of ~~ended~~Operations ~~September~~and ~~30,~~Financial ~~2014~~Condition

~~The~~Six-Month ~~Company~~and ~~has~~Three-Month ~~not~~Periods ~~yet~~ended ~~realized~~December ~~revenues from its planned operations. Given the present unfavorable climate for raising capital for mineral exploration~~31, ~~the Company currently plans to spend very little on exploration efforts. The Company has incurred a cumulative loss of $24,547,077 from inception to September 30,~~ 2014~~. We expect our operating losses to continue~~ for so long as we are engaged in mineral exploration and perhaps thereafter. Our ability to advance projects from the mineral exploration phase and conduct mining operations or even continue doing business is dependent, in large part, upon our raising additional equity financing or liquidating assets. The Company’s major financial endeavor over the years has been its effort to raise capital to pursue its exploration activities. These efforts, as well as other efforts to generate cash to cover our ongoing operating expenses as a reporting company in the United States and Canada, continue to be our priority.

~~-25-~~The Company has not yet realized revenues from its planned operations. Given the present unfavorable climate for raising capital for mineral exploration, the Company currently plans to spend very little on exploration efforts. The Company has incurred a cumulative loss of $24,671,023 from inception to December 31, 2014. We expect our operating losses to continue for so long as we are engaged in mineral exploration and perhaps thereafter. Our ability to advance projects from the mineral exploration phase and conduct mining operations or even continue doing business is dependent, in large part, upon our raising additional equity financing or liquidating assets. The Company’s major financial endeavor over the years has been its effort to raise capital to pursue its exploration activities. These efforts, as well as other efforts to generate cash to cover our ongoing operating expenses as a reporting company in the United States and Canada, continue to be our priority.

~~Corporate~~-25- ~~Structure~~

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

The ~~Company’s~~following ~~exploration~~diagram ~~efforts~~illustrates ~~on its portfolio of limestone and precious metal projects have been reduced primarily due to diminishing working capital. Exploration of~~ the Company’s ~~precious metals properties held by~~present ~~our~~structure ~~wholly owned subsidiary, Silver Reserve Corp. (“SRC”), has most recently been focused on the Clay Peters Project. Management believes that the Clay Peters Project, as well as the Silver Queen~~ and ~~Klondyke~~ownership ~~Projects, currently provide the best opportunity for development~~ of ~~resources that could go to production. In the event that adequate working capital was to be generated, the Company expects that it would focus~~ its ~~exploration~~mineral ~~activities~~properties ~~on these projects. The Company is also considering joint venture opportunities with third parties to further explore~~ and ~~develop,~~Milling ~~if warranted, those properties.~~ Facility:

The Company’s ~~also~~exploration ~~continues~~efforts toon ~~look~~its ~~for~~portfolio ~~joint~~of ~~venture~~limestone ~~opportunities~~and toprecious ~~develop~~metal ~~mineral~~projects ~~deposits~~have ofbeen ~~other~~reduced ~~commodities~~primarily indue ~~high~~to ~~demand or~~diminishing ~~which~~working wecapital. ~~anticipate~~Exploration ~~will~~of ~~be in high demand in~~ the ~~future.~~Company’s Weprecious ~~continue~~metals toproperties ~~believe~~held by ~~that~~our ~~the~~wholly ~~United~~owned ~~States~~subsidiary, ~~federal~~Silver ~~government~~Reserve ~~will~~Corp. ~~embark~~(“SRC”), onhas ~~major~~most ~~infrastructure~~recently ~~expenditures~~been infocused on the ~~next~~Clay 10Peters ~~years~~Project. ~~Though~~Management webelieves ~~have been disappointed~~ that ~~these~~the Clay ~~investments~~Peters ~~have~~Project, ~~not~~as ~~come~~well ~~sooner,~~as ~~when~~the ~~significant~~Silver ~~infrastructure~~Queen ~~investment does~~and ~~occur~~Klondyke Projects, wecurrently provide ~~believe~~the itbest ~~will~~opportunity ~~create~~for adevelopment ~~demand~~of ~~for~~resources ~~cement~~ that ~~will~~could ~~exceed~~go ~~the~~to ~~current~~production. ~~sources~~In ofthe ~~supply~~event inthat ~~certain~~adequate ~~areas~~working ofcapital ~~the~~was ~~United~~to ~~States.~~be ~~Because~~generated, ~~cement~~the isCompany ~~made~~expects ~~from~~that ~~limestone,~~it wewould ~~believe~~focus ~~our~~its ~~Blue~~exploration ~~Nose~~activities ~~and~~on ~~Morgan Hill limestone~~these projects. ~~provide~~The ~~significant~~Company ~~potential~~is ~~for~~also ~~filling~~considering anjoint ~~anticipated~~venture ~~increased demand~~opportunities ~~for~~with ~~cement~~third parties into ~~the~~further ~~States~~explore ofand ~~Nevada~~develop, ~~California,~~if ~~Utah~~warranted, ~~Idaho~~those ~~and Arizona~~properties.

The Company is also ~~looking~~continues to look for joint venture opportunities to ~~monetize~~develop ~~its Red~~mineral ~~Rock~~deposits ~~milling~~of ~~facility~~other ~~that~~commodities isin ~~located~~high ondemand ~~six~~or which ~~mill~~we ~~site~~anticipate ~~claims~~will ~~covering~~be ~~30 acres~~in ofhigh ~~land~~demand in ~~Mina,~~the ~~Nevada,~~future. asWe ~~well~~continue asto ~~non-essential~~believe that ~~mineral~~the ~~projects.~~United ~~With~~States federal government will embark on major infrastructure expenditures in the ~~Red~~next ~~Rock~~10 ~~mill~~years. atThough ~~its~~we ~~current~~have ~~permitting~~been ~~stage~~disappointed ~~and~~that ~~given~~these investments ~~its~~have ~~components~~not ~~and~~come sooner, when significant infrastructure investment ~~processing~~does ~~capacities~~occur, we believe ~~that~~it wewill ~~have~~create ~~the~~a ~~potential~~demand tofor ~~either~~cement ~~sell~~that will exceed the ~~mill~~current orsources ~~enter~~of ~~into~~supply ~~leasing~~in ~~arrangements.~~certain ~~The~~areas ~~Company~~of ~~intends~~the toUnited ~~use~~States. ~~any~~Because ~~funds~~cement ~~realized~~is made from ~~these~~limestone, ~~efforts~~we ~~towards~~believe ~~meeting~~our ~~its~~Blue ~~operating~~Nose ~~overhead~~ and ~~further~~Morgan Hill limestone ~~exploration~~projects provide significant potential for filling an anticipated increased demand for cement in the States of ~~its~~Nevada, ~~mineral~~California, ~~claims~~Utah, ifIdaho ~~possible~~and Arizona.

The Company is also looking for opportunities to monetize its Red Rock milling facility that is located on six mill site claims covering 30 acres of land in Mina, Nevada, as well as non-~~26-~~essential mineral projects. With the Red Rock mill at its current permitting stage and given its components and processing capacities, we believe that we have the potential to either sell the mill or enter into leasing arrangements. The Company intends to use any funds realized from these efforts towards meeting its operating overhead and further exploration of its mineral claims, if possible.

~~Stock~~-26- ~~Based Compensation~~

~~In July of 2011, the shareholders of the Company approved an amendment and restatement of the Company’s 2006~~ Stock ~~Option~~Based ~~Plan.~~Compensation This amended and restated stock option plan is referred to herein as the “2011 Amended Plan.” The purpose of the 2011 Amended Plan was to enhance the Company's stockholder value and financial performance by attracting, retaining and motivating the Company's officers, directors, key employees and consultants 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.

~~The~~In ~~material~~July ~~terms~~ of ~~the~~ 2011 ~~Amended Plan include (a) officers~~, ~~directors, employees and consultants who provide services to~~ the ~~Company~~ ~~may~~shareholders ~~be granted options to acquire Common Shares~~ of the Company atapproved ~~the~~an ~~fair~~amendment ~~market~~and ~~value~~restatement of the ~~stock~~Company’s on2006 ~~the~~Stock ~~date~~Option ofPlan. ~~grant,~~This ~~(b)~~amended and ~~options~~restated ~~may~~stock ~~have~~option aplan ~~term of~~is upreferred to 10herein ~~years,~~as ~~(c)~~ the ~~Company~~“2011 ~~may~~Amended ~~issue options in a number up to a maximum~~Plan.” ofThe ~~10%~~purpose of the ~~outstanding~~2011 ~~Common~~Amended ~~Shares,~~Plan ~~and~~was ~~(d) outstanding stock options previously granted pursuant~~ to enhance the ~~2006~~Company's ~~Stock Option Plan will remain in effect~~stockholder value and befinancial ~~exercisable~~performance inby ~~accordance with~~attracting, retaining and bemotivating ~~deemed to be issued under,~~ the ~~terms~~Company's ofofficers, ~~the~~directors, ~~2011~~key ~~Amended~~employees ~~Plan.~~and Itconsultants ~~was~~and ~~expected that options issued pursuant~~ to encourage ~~the~~stock ~~2011~~ownership ~~Amended~~by ~~Plan~~such ~~would~~individuals ~~not~~by beproviding ~~“qualified”~~them ~~options~~with ~~under~~a ~~the~~means ~~provisions~~to ofacquire a ~~section~~proprietary ~~422~~interest ofin the ~~Internal~~Company's ~~Revenue~~success ~~Code~~through ofstock ~~1986, as amended from time to time~~ownership.

AtThe ~~the~~material ~~annual~~terms ~~meeting~~ of ~~shareholders~~the on2011 ~~July~~Amended 16Plan include (a) officers, ~~2013~~directors, employees and consultants who provide services to the ~~shareholders~~Company may be granted options to acquire Common Shares of the Company ~~approved~~at the fair market value of the stock on the date of grant, (b) options may have a term of up to 10 years, (c) the Company’s ~~2013~~may ~~Amended~~issue ~~Stock~~options ~~Option~~in a number up to a maximum ~~Plan~~of 10% of the outstanding Common Shares, and (d) outstanding stock options previously granted pursuant to the ~~“Current~~2006 Stock Option Plan~~”),~~ ~~which~~will ~~amends~~remain in effect and ~~restates~~be exercisable in ~~its~~accordance with, and be deemed to be issued under, the ~~entirety~~terms of the 2011 Amended Plan. ~~The~~It ~~Current~~was ~~Stock~~expected ~~Option~~that ~~Plan~~options ~~effected~~issued ~~minor technical~~pursuant ~~clarifications~~ to the 2011 Amended Plan ~~and~~would ~~did~~ not ~~materially~~be ~~change~~“qualified” options under the provisions of ~~its~~section ~~terms.~~422 of the Internal Revenue Code of 1986, as amended from time to time.

~~SELECTED~~At ~~FINANCIAL~~the ~~INFORMATION~~annual meeting of shareholders on July 16, 2013, the shareholders of the Company approved the Company’s 2013 Amended Stock Option Plan (the “Current Stock Option Plan”), which amends and restates in its entirety the 2011 Amended Plan. The Current Stock Option Plan effected minor technical clarifications to the 2011 Amended Plan and did not materially change its terms.

	Three months		Three months
	ended		ended
	September 30, 2014		September 30, 2013
Revenues	Nil		Nil
Net (Loss)	($180,418	)	($395,957	)
(Loss) per share-basic and diluted	(0.001	)	(0.004	)

SELECTED FINANCIAL INFORMATION

		As of		As of
		September 30, 2014		June 30, 2014
Total Assets	$	899,755	$	822,190
Total Liabilities	$	689,371	$	431,388
Cash dividends declared per share		Nil		Nil

		Three months			Three months
		ended			ended
		December 31, 2014			December 31, 2013

Revenues	$	Nil		$	Nil
Net (Loss)	$	(123,946	)	$	(157,933	)
(Loss) per share-basic and diluted		(0.001	)		(0.001	)

~~Total~~ Six ~~assets~~months as Six ofmonths ~~September~~ ended ~~30,~~ ended ~~2014, include cash and cash~~ ~~equivalents~~ December ~~of $210~~31,~~421,~~ ~~marketable~~2014 ~~securities~~ December ~~of $57~~31,~~128,~~ ~~prepaid~~2013 ~~expenses and~~ ~~other~~ Revenues ~~receivables of~~ $~~58,143,~~ Nil ~~restricted cash of~~ $~~61,000,~~ Nil ~~reclamation deposits~~ of Net ~~$21,600,~~(Loss) ~~and plant and equipment of~~ $~~491,463, net of depreciation. As of June~~ 30 (304,364 ) ~~2014, total assets include cash and cash equivalents of~~ $~~162~~ (553,~~847, marketable~~890 ~~securities~~ ) ~~of $44,325, prepaid expenses and other receivables of $15,109,~~ ~~restricted~~ (Loss) ~~cash~~per ofshare-basic ~~$61,000, reclamation deposits of $21,600,~~ and ~~plant and~~ ~~equipment~~ diluted ~~of $517,309, net of depreciation~~ (0.002 ) (0.004 )

~~-27-~~ As of As of December 31, 2014 June 30, 2014 Total Assets $ 742,582 $ 822,190 Total Liabilities $ 656,144 $ 431,388 Cash dividends declared per share Nil Nil

~~The~~-27- ~~revenues and net loss (unaudited) of the Company for the quarter ended September 30, 2014 as well as the seven quarterly periods completed immediately prior thereto are set out below:~~

	For the		For the		For the		For the		For the		For the		For the		For the
	three months		three months		three months		three months		three months		three months		nine months		three months
	ended		ended		ended		ended		ended		ended		ended		ended
	September		June		March		December		September		June		March		December
	2014		2014		2014		2013		2013		2013		2013		2012
	$		$		$		$		$		$		$		$
Revenues	Nil		Nil		Nil		Nil		Nil		Nil		Nil		Nil
Net Loss	(180,418	)	(314,420	)	(162,934	)	(157,933	)	(395,957	)	(333,935	)	(435,887	)	(1,076,238	)
Loss per Weighted Average Number of Shares Outstanding -Basic and Fully Diluted	(0.001	)	(0.002	)	(0.001	)	(0.001	)	(0.004	)	(0.003	)	(0.004	)	(0.011	)

Total assets as of December 31, 2014, include cash and cash equivalents of $85,068, marketable securities of $57,128, prepaid expenses and other receivables of $53,893, restricted cash of $52,000, reclamation deposits of $21,600, and plant and equipment of $472,893, net of depreciation. As of June 30, 2014, total assets include cash and cash equivalents of $162,847, marketable securities of $44,325, prepaid expenses and other receivables of $15,109, restricted cash of $61,000, reclamation deposits of $21,600, and plant and equipment of $517,309, net of depreciation.

~~Revenues~~The revenues and net loss (unaudited) of the Company for the quarter ended December 31, 2014 as well as the seven quarterly periods completed immediately prior thereto are set out below:

No revenue was generated by the Company’s operations during the three-month periods ended September 30, 2014 and September 30, 2013. The Company has not yet realized any revenue from its operations.

	For the		For the		For the		For the		For the		For the		For the		For the
	three months		three months		three months		three months		three months		three months		nine months		three months
	ended		ended		ended		ended		ended		ended		ended		ended
	December		September		June		March		December		September		June		March
	2014		2014		2014		2014		2013		2013		2013		2013
	$		$		$		$		$		$		$		$

Revenues	Nil		Nil		Nil		Nil		Nil		Nil		Nil		Nil

Net Loss	(123,946	)	(180,418	)	(314,420	)	(162,934	)	(157,933	)	(395,957	)	(333,935	)	(435,887	)

Loss per Weighted Average Number of Shares Outstanding
-Basic and Fully Diluted	(0.001	)	(0.001	)	(0.002	)	(0.001	)	(0.001	)	(0.004	)	(0.003	)	(0.004	)

~~Net~~Revenues ~~Loss~~

~~The~~No ~~Company’s~~revenue ~~expenses~~was ~~are~~generated ~~reflected~~by in the ~~Statements~~Company’s ~~of Operation~~operations ~~under~~during the ~~category of Operating Expenses. To meet the criteria of~~ ~~United~~three-month ~~States~~and ~~generally~~six ~~accepted~~month ~~accounting~~periods ~~principles~~ended ~~(“GAAP”)~~December 31, ~~all~~2014 ~~mineral property acquisition~~ and ~~exploration~~December ~~costs are expensed as incurred. Mineral property acquisition costs are initially capitalized in accordance with ASC 805-20-55-37~~31, ~~previously referenced as the FASB Emerging Issues Task Force ("EITF") Issue 04-2~~2013. ~~The Company assesses the carrying costs for impairment~~ ~~under ASC 930 at each fiscal quarter end.~~ The Company has ~~determined~~not ~~that~~yet ~~all property~~realized ~~payments~~any ~~are~~revenue ~~impaired~~from ~~and~~its ~~accordingly the Company has written off the acquisition costs~~operations. 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. 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~~Net ~~significant~~Loss ~~components of expense that have contributed to the total operating expense are discussed as follows:~~

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 805-2820-55-37, 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. The Company has determined that all property payments are impaired and accordingly the Company has written off the acquisition costs. 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. 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.

~~(a)~~The ~~General~~significant ~~and~~components ~~Administration~~of ~~Expense~~expense that have contributed to the total operating expense are discussed as follows:

~~Included in operating expenses for the three~~-month period ended September 30, 2014, is general and administration expense of $99,602 as compared with $127,871 for the three-month period ended September 30, 2013. General and administration expense consists of professional, consulting, office and general and other miscellaneous costs. General and administration expense represents approximately 56% of the total operating expense for the three-month period ended September 30, 2014. General and administration expense decreased by $28~~,269 in the current three~~-~~month~~ period, as compared to the similar three-month period for the prior year. The decrease in general and administration expense during the three period ended September 30, 2014, is mainly due to decreases in expenses for stock based compensation and employee compensation.

(ba) ~~Project~~General and Administration Expense

~~During~~Included in operating expenses for the three-month period ended December ~~September 30~~31, 2014, ~~project~~is General and Administration Expense of $95,090 as compared with $130,650 for the three-month period ended December 31, 2013. During the six-month period ended December 31, 2014, general and administration expense was $60194,~~937~~692 as compared to $~~242~~258,~~965~~521 for the ~~three~~six-month period ended December 31, ~~September~~2013. 30General and Administration Expense consists of professional, ~~2013~~consulting, office and general and other miscellaneous costs. ~~Project~~General ~~expense~~and Administration Expense represents approximately 3465% of the total operating ~~expenses~~expense for the ~~three~~ six-month period ended ~~September~~December 3031, 2014 and approximately 6244% of the total operating ~~expenses~~expense for the ~~three-~~six month period ended ~~September~~December 3031, 2013. ~~Project~~General ~~expense~~and Administration Expense decreased ~~significantly~~by ~~during~~$63,829 in the ~~three~~ current six-month period, ~~ended~~as compared ~~September~~to ~~30,~~the ~~2014,~~similar ~~primarily~~six-month ~~due~~period tofor the ~~Company~~prior year. The decrease in ~~conducting~~General aand ~~drill~~Administration ~~program~~Expense during the three- and six month ~~period~~periods ended December ~~September~~31, 302014, ~~2013,~~ ~~and~~is ~~the~~mainly ~~Company~~due ~~retaining~~to ~~fewer~~decreases ~~BLM~~in ~~claims~~expenses for ~~the~~stock ~~current~~based compensation ~~fiscal~~and ~~year~~employee compensation.

~~Liquidity~~(b) ~~and~~Project ~~Capital~~Expense ~~Resources~~

~~The~~During ~~following~~the ~~table~~three-month ~~summarizes~~period ended December 31, 2014, Project Expense was $8,572 as compared to $47,062 for the ~~Company’s~~three-month ~~cash~~period ~~flow~~ended December ~~and~~31, ~~cash~~2013. During the six-month period ended December 31, 2014, project inexpense ~~hand~~was $69,509 as compared to $290,027 for the six-month period ended December 31, 2013. Project Expense represents approximately 23% of the total operating expenses for the six-month period ended December 31, 2014 and approximately 49% of the total operating expenses for the six-month period ended December 31, 2013. Project Expense decreased significantly during the three and six-month ~~periods:~~period ended December 31, 2014, primarily due to the Company conducting a drill program during the six-month period ended December 31, 2013, and the Company retaining fewer Bureau of Land Management (the"BLM") claims for the current fiscal year.

		September 30, 2014			September 30, 2013
Cash and cash equivalents	$	210,421		$	397,026
Working capital	$	86,087		$	93,202
Cash (used) in operating activities	$	(203,326	)	$	(395,164	)
Cash provided by investing activities	$	80,900		$	70,000
Cash provided by financing activities	$	170,000		$	615,343

Liquidity and Capital Resources

AsThe offollowing ~~September~~table ~~30,~~summarizes ~~2014,~~ the Company’s ~~had~~cash ~~working~~flow ~~capital~~and ofcash ~~$86,087~~in ashand ~~compared~~for tothe ~~$93,202~~six-month asperiods: ~~of September 30, 2013.~~

~~Off-Balance~~ December ~~Sheet~~31, ~~Arrangements~~2014 December 31, 2013 Cash and cash equivalents $ 85,068 $ 160,243 Working capital $ (9,798 ) $ 215,864 Cash (used) in operating activities $ (337,679 ) $ (631,947 ) Cash provided by investing activities $ 89,900 $ 70,000 Cash provided by financing activities $ 170,000 $ 615,343

~~The~~As ~~Company~~of ~~had~~December no31, ~~off-balance~~2014, ~~sheet~~the ~~arrangements~~Company ashad working capital of ~~September~~($9,798) 30as compared to $215,864 ~~2014~~as ~~and~~of ~~September~~December 3031, 2013.

Off-~~29-~~Balance Sheet Arrangements

~~Contractual~~The ~~Obligations~~Company had no off-balance sheet arrangements as of December 31, 2014 and ~~Commercial~~December ~~Commitments~~31, 2013.

On-29- August 1, 2006, the Company acquired the Pansy Lee Project from Anglo Gold Mining Inc. in exchange for 1,850,000 Common Shares pursuant to an asset purchase agreement dated August 1, 2006 (the “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement, a 2% net smelter royalty pertains to 8 of the 12 claims in this project. In the event that any one or more of the 8 claims becomes a producing claim, any revenue generated is subject to a 2% net smelter return royalty where net smelter returns are based upon gross revenue less deductions as provided in the Pansy Lee Purchase Agreement.

OnContractual ~~May~~Obligations 30, 2008, the Company entered into an agreement (the “Harting Lease Agreement”) with Ovidia Harting (“Harting”) to lease two patented claims covering approximately 35 acres in Esmeralda County. The Harting Lease Agreement has a renewable term of 10 years and ~~permits~~Commercial ~~the~~Commitments Company to explore the area covered by the patented claims. The Harting Lease Agreement provides for annual payments of $1,000 per claim to Harting. The Harting Lease Agreement also provides that Company pay the real estate taxes imposed by Esmeralda County. These two patented claims are subject to a 3% net smelter return royalty to be calculated and paid to Harting within 45 days after the end of each calendar quarter. The Company may terminate the Harting Lease Agreement at any time by giving 60 days notice in writing to Harting.

On ~~November~~August 301, ~~2009~~2006, ~~IMC~~the USCompany ~~entered~~acquired the ~~into~~Pansy aLee ~~mineral~~Project ~~rights agreement~~from ~~with~~Anglo ~~Perdriau~~Gold ~~Investment~~Mining ~~Corp~~Inc. ~~(“Perdriau”)~~in toexchange ~~purchase~~for ~~50% of the~~1,850,000 ~~mineral~~Common ~~rights,~~Shares ~~including~~pursuant ~~all~~to ~~easements,~~an ~~rights~~asset ofpurchase ~~way~~agreement ~~and~~dated ~~appurtenant~~August ~~rights~~1, of2006 (the ~~any~~“Pansy ~~type~~Lee ~~that~~Purchase ~~run~~Agreement”). ~~with~~Pursuant to the ~~mineral~~Pansy ~~rights~~Lee inPurchase ~~certain~~Agreement, ~~sections~~ 8 of ~~Elko County, Nevada (~~the ~~“Perdriau~~12 ~~Property”).~~claims ~~The~~in ~~purchase~~this ~~price~~project ~~was~~are ~~$10~~subject ~~per~~to a net ~~acre~~smelter royalty. ~~IMC~~In the USevent ~~purchased~~that ~~340~~any ~~net~~one ~~acres~~or ~~for~~more aof ~~total~~these ~~purchase~~8 ~~price~~claims ofenters $3into production,~~400.~~ Inany ~~the event~~revenue ~~that~~generated ~~the~~is ~~Perdriau~~subject ~~Property~~to ~~becomes~~ a ~~producing~~2% ~~property,~~net ~~Perdriau~~smelter ~~will~~return ~~be entitled~~royalty towhere ~~receive~~net asmelter returns ~~royalty~~are ofbased ~~$0.25~~upon ~~per~~gross ~~ton~~revenue ~~for~~less ~~material~~deductions ~~mined~~as ~~and~~provided ~~removed from~~in the ~~Perdriau~~Pansy Lee ~~Property~~Purchase Agreement.

On ~~January~~May 1530, ~~2010~~2008, ~~IMC~~the USCompany entered into aan ~~mineral rights~~ agreement ~~with Eugene M. Hammond~~ (the “~~Hammond~~Harting ~~Mineral~~Lease ~~Rights~~ Agreement”) with Ovidia Harting ~~pursuant~~(“Harting”) to ~~which~~lease ~~the~~two ~~Company~~patented ~~purchased~~claims acovering ~~25%~~approximately ~~interest~~35 acres in Esmeralda ~~any~~County, ~~and~~Nevada. ~~all~~The ~~minerals extracted~~Harting ~~from~~Lease ~~160~~Agreement ~~acres~~has (a renewable term of 10 years and permits the ~~“Hammond~~Company ~~Mineral~~to ~~Rights~~explore ~~Property”)~~the area covered by the patented ~~Hammond~~claims. ~~Mineral~~The ~~Rights~~Harting Lease Agreement. ~~The~~provides ~~purchase~~for ~~price~~annual ~~was~~payments of $~~400~~1,000 per claim to Harting and also requires that the Company pay the real estate taxes imposed by Esmeralda County on the property. In the event that ~~the~~ ~~Hammond~~one ~~Mineral~~or ~~Rights~~both ~~Property~~of these ~~becomes~~claims aenters ~~producing~~into ~~property~~production, ~~Eugene~~any ~~M. Hammond~~revenue generated is ~~entitled~~subject to ~~receive~~ a 3% net smelter return royalty ofto ~~$0.125~~be ~~per~~calculated ~~ton~~and onpaid ~~material~~to ~~mined~~Harting ~~and removed~~within ~~from~~45 days after the ~~Hammond~~end ~~Mineral~~of ~~Rights~~each ~~Property~~calendar quarter. The ~~Hammond~~Company ~~Mineral~~may ~~Rights~~terminate the Harting Lease Agreement ~~does~~at ~~not~~any ~~cover~~time ~~petroleum.~~by giving 60 days advance written notice to Harting.

~~Effective~~On ~~July~~November 130, ~~2010~~2009, ~~the~~IMC ~~Company~~US entered into ana ~~employment~~ mineral rights agreement with anPerdriau ~~individual~~Investment Corp. (“Perdriau”) to purchase ~~provide~~50% ~~business~~of ~~and~~the ~~administrative~~mineral ~~services. The~~rights, ~~employment~~including ~~agreement~~all ~~has~~easements, arights ~~term~~of way and appurtenant rights of ~~one~~any ~~year~~type ~~and~~that isrun ~~automatically~~with ~~renewable~~the mineral rights in certain ~~thereafter.~~sections ~~Either~~of ~~party~~Elko ~~may~~County, ~~terminate~~Nevada (the ~~employment~~“Perdriau ~~agreement~~Property”). ~~upon~~The 60purchase ~~days~~price ~~notice~~was $10 per net acre. ~~According~~IMC toUS ~~the~~purchased ~~terms~~340 ofnet ~~the~~acres ~~employment~~for ~~agreement~~a astotal ~~amended~~purchase ~~effective~~price ~~March~~of 1$3,400. ~~2012,~~In the ~~Company~~event that the Perdriau Property becomes a producing property, Perdriau will ~~pay~~be ~~the~~entitled ~~individual~~to noreceive ~~less~~a ~~than~~royalty of $~~8,333~~0.25 per ~~month~~ton for material mined and ~~reimburse~~removed ~~related~~from ~~business~~the ~~expenses.~~Perdriau Property.

~~-30-~~On 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 located in Elko County, Nevada (the “Hammond Mineral Rights Property”) that is covered by the Hammond Mineral Rights Agreement. The purchase price was $400. In the event that the Hammond Mineral Rights Property becomes a producing property, Eugene M. Hammond 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.

OnEffective ~~February~~July 251, ~~2011~~2010, ~~SRC~~the Company entered into an ~~option~~employment ~~and joint venture~~ agreement ~~(the “IMMI Option Agreement”)~~ with ~~International~~an ~~Millennium Mining~~individual ~~Inc. (“IMMI”), a wholly owned subsidiary of International Millennium Mining Corp. (“IMMC”),~~ to ~~sell~~provide anbusiness ~~85% interest in SRC’s NL Extension Project (the “NL Project”) for total consideration of $350,000 cash~~ and ~~1,925,000 shares~~ ofadministrative ~~IMMC’s common stock (the “Consideration”)~~services. The NLemployment ~~Project~~agreement ~~consists~~has ofa ~~18 mineral~~term ~~claims located in Esmeralda County, Nevada, approximately 6 miles southwest~~ of ~~Silver~~one ~~Peak, Nevada on Highway 47. Under the terms of the IMMI Option Agreement, the Consideration is payable over a five-~~year ~~period~~and ~~that ends~~is onautomatically ~~September~~renewable ~~15, 2015, with IMMI’s interest in the NL Project vesting at the end of such period~~thereafter. InEither ~~the~~party ~~event~~may ofterminate ~~early termination of~~ the ~~IMMI Option Agreement,~~employment ~~IMMI~~agreement isupon ~~not~~60 ~~entitled~~days ~~to the return of Consideration previously paid to SRC~~notice. ~~If the~~According ~~NL Project is determined~~ to ~~be economically feasible, based upon criteria contained in~~ the ~~IMMI~~terms ~~Option Agreement, SRC will be required to fund its portion~~ of ~~an operating budget proposed by IMMI in order to retain its 15% interest in~~ the ~~NL Project and to acquire a 15% interest in IMMI’s Nivloc Mine Project (the~~employment NLagreement ~~Project~~as ~~and~~amended ~~the~~effective ~~Nivloc~~March ~~Mine Project~~1, ~~collectively~~2012, the ~~“IMMI~~Company ~~Project”).~~will ~~In the~~pay ~~event that SRC decides not to fund its portion of~~ the ~~budget, its 15%~~ ~~interest~~individual ~~would~~no beless ~~forfeited~~than $8,333 ~~but~~per ~~SRC~~month ~~would be entitled to a 2% net smelter return royalty if~~ and ~~when~~reimburse ~~the~~related ~~IMMI Project enters the production phase. Upon~~business ~~funding of the operating budget and SRC’s acquisition of a 15% interest in the IMMI Project, SRC and IMMI would enter into a joint venture agreement~~expenses.

Effective February 29, 2012, SRC entered into a mineral lease agreement (the “Gumaskas Agreement”) with Joseph W. Gumaskas (“Gumaskas”) to lease a patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. Unless terminated earlier by SRC, the term of the Gumaskas Agreement is ten years and will automatically renew on the same terms and conditions for additional five-~~year~~30- periods. The Gumaskas Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500 annually. In the event that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty based upon gross revenue less deductions as permitted by the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance written notice to Gumaskas.

On ~~May~~February 1625, ~~2014~~2011, SRC ~~completed~~entered into an option and joint venture agreement (the ~~purchase~~“IMMI ofOption ~~three~~Agreement”) ~~patented~~with ~~claims~~International ~~covering~~Millennium ~~approximately~~Mining 59Inc. ~~acres~~ (~~the~~ “~~Property~~IMMI”), ~~situated~~a inwholly ~~Mineral~~owned subsidiary of ~~County,~~International ~~Nevada~~Millennium Mining Corp. (“IMMC”), ~~from~~to ~~Ralph~~sell L.an ~~Buhrman~~85% ~~and~~interest ~~Jacqueline~~in ~~Buhrman~~SRC’s NL Extension Project (~~together~~the “NL Project”) for total consideration of $350,000 ~~the~~cash and 1,925,000 shares of IMMC’s common stock (the “~~Buhrmans~~Consideration”). The ~~Property~~NL Project ~~was~~consists ~~acquired~~of ~~for~~18 amineral ~~total~~claims located in Esmeralda County, Nevada, approximately 6 miles southwest of ~~$90~~Silver Peak,~~000~~ ~~pursuant~~Nevada toon anHighway 47. Under the ~~exploration~~terms ~~license~~of ~~with~~the ~~option~~IMMI toOption ~~purchase~~Agreement, (the ~~“Buhrman~~Consideration ~~Agreement”)~~is ~~dated~~payable asover a offive-year ~~May~~period that ends on September 15, ~~2012~~2015, with IMMI’s interest in the NL Project vesting at the end of such period. ~~Mineral~~In ~~production~~the ~~from~~event of early termination of the ~~Property~~IMMI Option Agreement, IMMI is ~~subject~~not entitled to athe 2%return ~~royalty~~of Consideration ~~payable~~previously paid to SRC. If the ~~Buhrmans~~NL Project is determined to be economically feasible, based upon ~~gross~~criteria ~~revenues~~contained ~~less~~in ~~deductions~~the asIMMI ~~defined~~Option Agreement, SRC will be required to fund its portion of an operating budget proposed by IMMI in order ~~the~~to ~~Buhrman~~retain ~~Agreement.~~its ~~SRC~~15% ~~has~~interest in the ~~exclusive~~NL ~~right~~Project and ~~option~~ to ~~purchase~~acquire ~~such~~a 15% interest in ~~royalty~~IMMI’s atNivloc ~~any~~Mine ~~time~~Project ~~for~~(the NL Project and the ~~sum~~Nivloc ofMine $1Project,~~000~~ collectively,~~000~~ ~~less~~the ~~any~~“IMMI ~~payments~~Project”). ~~previously~~In ~~made by~~the event that SRC decides not to fund its portion of the ~~Buhrmans~~budget, ~~pursuant~~its 15% interest would be forfeited, but SRC would be entitled to ~~such~~a 2% net smelter return royalty if and when the IMMI Project enters the production phase. Upon funding of the operating budget and SRC’s acquisition of a 15% interest in the IMMI Project, SRC and IMMI would enter into a joint venture agreement.

Effective February 29, 2012, SRC entered into a mineral lease agreement (the “Gumaskas Agreement”) with Joseph W. Gumaskas (“Gumaskas”) to lease a patented claim covering approximately 10 acres (the “Claim”) in Mineral County, Nevada. Unless terminated earlier by SRC, the term of the Gumaskas Agreement is ten years and will automatically renew on the same terms and conditions for additional five-~~31-~~year periods. The Gumaskas Agreement requires SRC to pay Gumaskas advance minimum royalty payments of $500 annually. In the event that the Claim becomes a producing claim, SRC will pay Gumaskas a 3% royalty based upon gross revenue less deductions as permitted by the Gumaskas Agreement. SRC may terminate the Gumaskas Agreement at any time by giving 60 days advance written notice to Gumaskas.

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 Canadian 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. According to the terms of the Consulting Agreement as amended effective March 1, 2012, the Company will pay a fee of $10,417 per month and reimburse related ~~business~~ business expenses. The Consulting Agreement permits Mr. Douglas to fulfill his duties for the Company from his office in Canada. Mr. Douglas does not receive a ~~salary~~ salary from the Company. Effective October 1, 2012, the Company appointed Mr. ~~Douglas~~ Douglas to also serve as its Chief Executive Officer. In connection with this appointment, the Consulting Agreement was amended to increase the consulting fee to $155,000 annually, payable in 12 equal monthly installments. By mutual agreement between the Company and Mr. Douglas, effective as of March 1, 2013, the consulting fee was changed to an annual rate of $93,000, payable in 12 equal monthly installments.

~~On April 23, 2013, the Company received a summons from the United States District Court, District of Nevada, naming the Company as a co~~-~~defendant in a lawsuit filed by the U.S. Attorney on behalf of the BLM seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non~~31-~~quantified~~ damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the Company, along with the other parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy. The Company has accrued $5,000 for these claims, which is equal to the Company’s deductible on the relevant liability insurance policy.

~~The~~On April 23, 2013, the Company ~~has~~received a ~~entered~~summons ~~into~~from ~~operating~~the ~~leases~~United ~~for~~States ~~its~~District ~~office~~Court, District of Nevada, naming the ~~space~~Company ~~and~~as ~~certain~~a ~~office~~co-defendant ~~furniture~~in ~~and~~a ~~equipment~~lawsuit filed by the U.S. ~~Rent~~Attorney ~~payments~~on ~~associated~~behalf ~~with~~of ~~those~~the ~~leases~~BLM seeking reimbursement for the ~~three-month~~cost ~~periods~~of ~~ended~~putting ~~September~~out 30a fire that occurred on May 8, ~~2014~~2008, and ~~September~~other non-quantified damages. The fire damaged approximately ~~30,~~451 ~~2013~~acres of land administered by the BLM near Dayton, ~~were~~Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $6510,~~218~~000. The Company denied any responsibility for the fire and $6notified its liability insurance carrier,~~274,~~ ~~respectively~~which retained counsel to defend the Company. AsIn ofJuly ~~September~~2014, the 30Company, ~~2014~~along with the other parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s ~~estimated~~liability ~~future~~insurance ~~minimum~~policy. ~~cash~~The ~~payments~~Company ~~under~~has ~~non-cancelable operating~~accrued ~~leases~~$5,000 for these claims, which is equal to the ~~year~~Company’s ~~ending~~deductible ~~June~~on ~~30,~~the relevant ~~2015,~~liability ~~are~~insurance ~~$5,433~~policy.

~~Maintaining~~On ~~Claims~~May 16, 2014, SRC completed the purchase of three patented claims covering approximately 59 acres (the “Property”) situated in ~~Good~~Mineral ~~Standing~~County, Nevada, from Ralph L. Buhrman and Jacqueline Buhrman (together, the “Buhrmans”). The Property was acquired for a total of $90,000 pursuant to an exploration license with option to purchase (the “Buhrman Agreement”) dated as of May 15, 2012. Mineral production, if any, from the Property is subject to a 2% royalty payable to the Buhrmans based upon gross revenues less deductions as defined by the Buhrman Agreement. SRC has the exclusive right and option to purchase such royalty at any time for the sum of $1,000,000 less any payments previously made by SRC to the Buhrmans pursuant to such royalty.

The Company ishas ~~required~~entered tointo ~~pay to the BLM on or before~~operating ~~September~~leases ~~1st~~for ofits ~~each~~office ~~year,~~space aand ~~fee~~certain inoffice ~~the~~furniture ~~amount~~and ofequipment. ~~$155 per mineral~~Rent ~~claim~~payments ~~held~~associated bywith ~~the~~those ~~Company.~~leases ~~The~~for ~~total~~the ~~amount~~six-month ~~paid~~periods inended ~~August~~December 31, 2014, ~~was~~and ~~$50~~December 31,~~995~~ ~~for 329~~2013, ~~claims~~were ~~held~~$12,408 byand ~~the~~$12,547, ~~Company at that date~~respectively. ~~The~~As ~~BLM~~of December ~~fee~~31, ~~for~~2014, the 18Company’s NLestimated ~~Project claims~~future ~~held~~minimum bycash ~~the~~payments ~~Company~~under non-cancelable ~~was~~operating ~~paid~~leases byfor ~~IMMI~~the ~~pursuant~~year toending ~~the~~June ~~IMMI~~30, ~~Option Agreement~~2015, ~~described~~are ~~above~~$10,643.

~~The~~Maintaining ~~Company~~Claims ~~is also required to pay on or before November 1st of each year, annual fees to counties~~ in ~~Nevada in which the~~Good ~~claims~~Standing are held. In October 2014, the Company paid $3,478 to six counties in Nevada for annual claims-related fees. The annual county fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

The Company ~~also~~is ~~holds~~required ~~certain~~to ~~patented~~pay ~~claims~~to ~~and~~the BLM ~~leases~~on ~~other patented~~or ~~claims~~before inSeptember ~~Nevada.~~1st Aof ~~patented~~each ~~claim~~year, isa fee ~~simple~~in ~~title~~the toamount of $155 per mineral claim held by the ~~property~~Company. The total amount paid in August 2014, was ~~Patented~~$50,995 for 329 claims ~~are~~held ~~subject~~by tothe ~~taxes~~Company ~~assessed~~at that date. The BLM fee for the 18 NL Project claims held by the ~~local~~Company ~~community~~was ~~based~~paid onby IMMI pursuant to the IMMI ~~assessment~~Option ~~rates~~Agreement ~~set~~described ~~annually~~above.

The Company is also required to pay on or before November 1st of each year, annual fees to counties in Nevada in which its claims are located. In October 2014, the Company paid $3,478 to six counties in Nevada for annual claims-~~32-~~related fees. The annual county fee for the 18 NL Project claims held by the Company was paid by IMMI pursuant to the IMMI Option Agreement described above.

~~Cash~~The ~~Requirements~~Company also holds certain patented claims and leases other 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.

At-32- ~~September 30, 2014, the Company had cash and cash equivalents of $210,421, marketable securities of $57,128 and prepaid expenses and other receivables of $58,143 for total current assets of $325,692.~~

~~Given~~Cash ~~the~~Requirements present unfavorable climate for raising venture capital, the Company currently plans to spend very little on exploration efforts. The Company is investigating all of its options in light of current market conditions in the capital markets. During the twelve month period ending September 30, 2015, the Company expects to incur approximately $75,000 of Project expenses in addition to General and administration expenses. Our ability to incur Project expenses is subject to our having adequate funds, permitting programs with the Bureau of Land Management and results of drilling as it progresses, if drilling should occur. The Company has no firm commitment for additional financing and may not be able to incur all of the Project and General and administration expenses planned in the current fiscal year unless additional capital is raised.

~~Subsequent~~At ~~Event~~December 31, 2014, the Company had cash and cash equivalents of $85,068, marketable securities of $57,128 and prepaid expenses and other receivables of $53,893 for total current assets of $196,089.

OnGiven ~~October~~the 22present unfavorable climate for raising venture capital, ~~2014~~the Company currently plans to spend very little on exploration efforts. The Company is investigating all of its options in light of current market conditions in the capital markets. During the twelve month period ending December 31, 252015, the Company expects to incur approximately $75,000 ~~options~~of ~~issued~~Project Expenses in ~~accordance~~addition ~~with~~to General and Administration Expenses. Our ability to incur Project Expenses is subject to our having adequate funds, permitting programs with the Bureau of Land Management and results of drilling as it progresses, if drilling should occur. The Company’s ~~2006~~has ~~Stock~~no ~~Option~~firm ~~Plan~~commitment ~~expired~~for additional financing and may not be able to incur all of the Project and General and Administration Expenses planned in the current fiscal year unless additional capital is raised.

~~Item~~Subsequent 3.Events ~~Quantitative and Qualitative Disclosures About Market Risk~~

~~Not Applicable~~None.

~~-33-~~Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~Not 4Applicable. ~~Controls and Procedures~~

~~CONTROLS~~-33- ~~AND PROCEDURES~~

~~Based~~Item on4. anControls ~~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, 2014, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are: Procedures

1.	recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and
2.	accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

CONTROLS AND PROCEDURES

~~Management~~Based ~~believes~~on ~~that~~an ~~potential~~evaluation, ~~weaknesses~~conducted inby ~~the~~our ~~Company’s~~Chief Executive ~~internal~~Officer ~~controls~~and ~~may~~Chief ~~arise~~Financial asOfficer, ~~a result~~ of athe ~~lack~~effectiveness of ~~segregation~~the ofdesign ~~duties~~ and ~~the~~operation ~~existence~~ of ~~related~~our ~~party~~disclosure ~~transactions.~~controls ~~Management~~and ~~has~~procedures ~~added~~as ~~compensating controls~~required toby ~~address~~Exchange ~~the~~Act Rule ~~lack~~13a-15(e), ofthey ~~segregation~~concluded ofthat ~~duties~~our ~~and~~disclosure ~~plans~~controls toand ~~add~~procedures ~~further~~were ~~controls~~effective inas ~~the~~of ~~future.~~December In31, ~~connection with related party transactions~~2014, ~~management~~ ~~and~~to ~~the~~ensure ~~Board~~that ~~have~~information required ~~independent valuations prior~~ to ~~engaging~~be indisclosed ~~related~~by ~~party~~us ~~transactions that are not~~ in the ~~ordinary~~reports ~~course~~that ofwe ~~business. Management~~file ~~has~~or nosubmit ~~evidence~~under ~~of any breakdown in its internal controls and continues to explore methods of reducing and minimizing~~ the ~~risk~~Exchange ~~of a material~~Act ~~misstatement~~are: ~~in the Company’s financial statements.~~

Changes in Internal Controls

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

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

~~During~~Management believes that potential weaknesses in the ~~quarter~~Company’s internal ~~ended~~controls ~~September~~may ~~30,~~arise ~~2014,~~as ~~there~~a ~~have~~result ~~been~~of noa lack of segregation of duties and ~~changes~~the existence of related party transactions. Management has added compensating controls to address the ~~Company’s~~lack ~~internal~~of segregation of duties and plans to add further controls ~~over~~in ~~financial~~the ~~reporting~~future. ~~that~~In connection with related party transactions, management and the Board have required independent valuations prior to engaging ~~materially~~in ~~affected,~~related orparty transactions that are ~~reasonably~~not ~~likely~~in the ordinary course of business. Management has no evidence of any breakdown in its internal controls and continues to ~~materially~~explore ~~affect,~~methods of reducing and minimizing the risk of a material misstatement in the Company’s ~~internal control over~~ financial ~~reporting~~statements.

~~-34-~~Changes in Internal Controls

~~PART~~During IIthe –quarter ~~OTHER~~ended ~~INFORMATION~~December 31, 2014, 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.

~~Item~~-34- ~~1. Legal Proceedings~~

OnPART ~~April~~II ~~23,~~– ~~2013,~~OTHER ~~the~~INFORMATION Company received a summons from the United State District Court, District of Nevada, naming the Company as a co-defendant in a lawsuit filed by the U.S. Attorney on behalf of the Bureau of Land Management (the “BLM”) seeking reimbursement for the cost of putting out a fire that occurred on May 8, 2008, and other non-quantified damages. The fire damaged approximately 451 acres of land administered by the BLM near Dayton, Nevada. The lawsuit alleged that the cost of putting out the fire was approximately $510,000. The Company denied any responsibility for the fire and notified its liability insurance carrier, which retained counsel to defend the Company. In July 2014, the parties to the lawsuit, agreed to settle all relevant claims for $220,000, which is well below the limits of coverage provided by the Company’s liability insurance policy The Company has accrued $5,000 for this claim, which is equal to the Company’s deductible on the relevant insurance policy.

Item 1A1. ~~Risk~~Legal ~~Factors~~Proceedings

~~The~~On ~~following~~April ~~are~~23, ~~certain~~2013, ~~risk~~the ~~factors~~Company ~~that~~received ~~could~~a ~~affect~~summons ~~our~~from the ~~business,~~United ~~financial~~State ~~condition~~District Court, ~~operating~~District ~~results~~of ~~and~~Nevada, ~~cash~~naming ~~flows.~~the ~~These~~Company ~~risk~~as a ~~factors~~co-defendant ~~should~~in bea ~~considered~~lawsuit infiled ~~connection~~by ~~with~~the ~~evaluating~~U.S. Attorney on behalf of the ~~forward-looking~~Bureau of ~~statements~~Land ~~because~~Management ~~they~~(the ~~could~~“BLM”) ~~cause~~seeking ~~actual~~reimbursement ~~results~~for tothe ~~differ~~cost ~~materially~~of ~~from~~putting out a ~~those~~fire ~~expressed~~that inoccurred ~~any~~on ~~forward~~May 8, 2008, and other non-~~looking~~quantified ~~statement~~damages. The ~~risk~~fire damaged ~~factors~~approximately ~~highlighted~~451 acres of land administered by the BLM near Dayton, ~~below~~Nevada. ~~are~~The ~~not~~lawsuit alleged that the ~~only~~cost ~~ones~~of weputting ~~face~~out the fire was approximately $510,000. IfThe Company denied any ofresponsibility ~~these~~for ~~events~~the ~~actually~~fire ~~occur~~and notified its liability insurance carrier, ~~our~~which retained counsel to defend the ~~business~~Company. In July 2014, ~~financial~~the ~~condition~~parties to the lawsuit, ~~operating~~agreed ~~results~~to orsettle ~~cash~~all ~~flows~~relevant claims ~~could~~for be$220,000, which is well below the limits of coverage provided by the ~~negatively~~Company’s ~~affected~~liability insurance policy The Company has accrued $5,000 for this claim, which is equal to the Company’s deductible on the relevant insurance policy.

1Item 1A. ~~THE~~Risk ~~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.~~Factors

~~Currently,~~The ~~the~~following ~~Company~~are ~~has~~certain norisk ~~source~~factors ofthat could affect our ~~revenue~~business, ~~limited~~financial ~~working~~condition, ~~capital~~operating results and nocash ~~commitments~~flows. toThese ~~obtain additional~~risk ~~financing.~~factors ~~The~~should ~~Company~~be ~~will~~considered ~~require~~in ~~additional~~connection ~~working~~with ~~capital~~evaluating tothe ~~carry~~forward-looking statements ~~out~~because ~~its exploration~~they ~~programs~~could ~~and~~cause actual results to ~~continue~~differ ~~its~~materially ~~business~~from those expressed in any forward-looking statement. The ~~Company~~risk ~~has~~factors ~~no operating~~highlighted ~~history~~below ~~upon~~are ~~which~~not anthe ~~evaluation~~only ofones ~~its~~we ~~future~~face. ~~success~~If orany ~~failure~~of ~~can~~these beevents ~~made. The~~actually ~~ability~~occur, toour business, ~~achieve~~financial ~~and~~condition, ~~maintain~~operating ~~profitability~~results ~~and~~or ~~positive~~ cash ~~flow~~flows iscould be ~~dependent~~negatively ~~upon:~~ affected.

-1. ~~further~~THE ~~exploration~~COMPANY ofHAS ~~our~~NO ~~properties~~SOURCE ~~and~~OF ~~the~~OPERATING ~~results~~REVENUE ofAND ~~that~~EXPECTS ~~exploration.~~TO -INCUR ~~raising~~SIGNIFICANT ~~the~~EXPENSES ~~capital~~BEFORE ~~necessary~~ESTABLISHING toAN ~~conduct~~OPERATING ~~this~~COMPANY, ~~exploration~~IF ~~and~~IT ~~preserve~~IS ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL. Currently, the Company’s ~~Properties.~~has -no ~~raising~~source of revenue, limited working capital and no commitments to ~~develop~~obtain ~~our~~additional ~~properties,~~financing. ~~establish~~The aCompany ~~mining~~will ~~operation,~~require additional working capital to carry out its exploration programs and ~~operate~~to ~~this~~continue ~~mine~~its inbusiness. aThe ~~profitable~~Company ~~manner~~has ifno ~~any~~operating history upon which an evaluation of ~~these~~its ~~activities~~future ~~are~~success ~~warranted~~or byfailure ~~the~~can ~~results~~be ofmade. ~~our~~The ~~exploration~~ability ~~programs~~to achieve and amaintain ~~feasibility~~profitability ~~study.~~and positive cash flow is dependent upon:

~~Because~~− further exploration of our properties and the ~~Company~~results ~~has~~of nothat ~~operating revenue,~~exploration. it− ~~expects~~raising the capital necessary to ~~incur~~conduct ~~operating~~this ~~losses~~exploration inand ~~future~~preserve ~~periods~~the asCompany’s itProperties. ~~continues to~~− ~~spend~~raising ~~funds~~capital to ~~operate~~develop ~~its~~our ~~business~~properties, establish a mining operation, and ~~explore~~operate ~~its~~this ~~properties.~~mine ~~Failure~~in ~~to raise~~a ~~the~~profitable ~~necessary~~manner ~~capital~~if toany ~~continue~~of ~~operations~~these ~~and~~activities ~~exploration~~are ~~could~~warranted ~~cause~~ by the ~~Company~~results toof goour ~~out~~exploration ofprograms ~~business.~~and a feasibility study.

~~-35-~~Because the Company has no operating revenue, it expects to incur operating losses in future periods as it continues to spend funds to operate its business and explore its properties. Failure to raise the necessary capital to continue operations and exploration could cause the Company to go out of business.

2.-35- 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 required 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 engaged in mineral exploration; 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 limestone properties. 3. WE HAVE RECEIVED A “GOING CONCERN” COMMENT FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, WHICH MAY NEGATIVELY IMPACT OUR BUSINESS. Due to the fact that we are a mineral exploration company and have no established source of revenues, the report from Schwartz Levitsky Feldman LLP, our independent registered public accounting firm, regarding our consolidated financial statements for the fiscal year ended June 30, 2014, includes an explanatory paragraph stating that the financial statements were prepared assuming we will continue as a going concern. The existence of the “going concern” comment in our auditor’s report may make it more difficult for us to obtain additional financing. In the event that we are unable to raise additional capital, as to which there can be no assurance, we may not be able to continue our operations. 4. 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 phase as opposed to the development phase 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 commercially 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.

~~-36-~~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 required 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 engaged in mineral exploration; 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 limestone properties. 3. WE HAVE RECEIVED A “GOING CONCERN” COMMENT FROM OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, WHICH MAY NEGATIVELY IMPACT OUR BUSINESS. Due to the fact that we are a mineral exploration company and have no established source of revenues, the report from Schwartz Levitsky Feldman LLP, our independent registered public accounting firm, regarding our consolidated financial statements for the fiscal year ended June 30, 2014, includes an explanatory paragraph stating that the financial statements were prepared assuming we will continue as a going concern. The existence of the “going concern” comment in our auditor’s report may make it more difficult for us to obtain additional financing. In the event that we are unable to raise additional capital, as to which there can be no assurance, we may not be able to continue our operations. 4. 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 phase as opposed to the development phase 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 commercially 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.

5. 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 $24,547,077 from inception to September 30, 2014, and incurred losses of $180,418 during the three-~~month~~36- period ended September 30, 2014. 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. 6. 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 conducting exploration of our mineral properties. 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. 7. BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS FAILURE. Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. Our prospects are further complicated by a pronounced deterioration in equity markets and constriction in equity capital available to finance and maintain our exploration activities. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake and the difficult economy and market volatility that we are experiencing. Moreover, most exploration projects do not result in the discovery of commercially mineable deposits. 8. 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 9. THE COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS. The Company could face delays in obtaining permits to operate on the property covered by the claims. Such delays could jeopardize financing, if any is available, which could result in having to delay or abandon work on some or all of the properties.

5. 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 $24,671,023 from inception to December 31, 2014, and incurred losses of $304,364 during the six-~~37-~~month period ended December 31, 2014. 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. 6. 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 conducting exploration of our mineral properties. 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. 7. BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS FAILURE. Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. Our prospects are further complicated by a pronounced deterioration in equity markets and constriction in equity capital available to finance and maintain our exploration activities. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake and the difficult economy and market volatility that we are experiencing. Moreover, most exploration projects do not result in the discovery of commercially mineable deposits. 8. 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 9. 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.

10. 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~~37- 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. 11. 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. 12. 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~~10. 2THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES. ~~Unregistered~~Our ~~Sales~~common stock is considered a "penny stock" and the sale of ~~Equity~~our stock by you will be subject to the "penny stock rules" of the Securities and ~~Use~~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 ~~Proceeds~~our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares. 11. 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. 12. 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.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~4. Mine Safety Disclosures

~~Item~~Not 5applicable. ~~Other Information~~

~~None~~Item 5. Other Information

~~-38-~~None.

~~Item 6. Exhibits and Reports on Form 8~~-K38-

~~(a)~~Item ~~None~~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)	None.

~~(c)~~-39- ~~None~~

~~-39-~~SIGNATURE

~~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.

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: February 10, 2015	By:/s/Randal Ludwar
	Randal Ludwar, Secretary

		INFRASTRUCTURE MATERIALS CORP.
Dated:	November 12, 2014	By:/s/Randal Ludwar
		Randal Ludwar, Secretary

-40-

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