Consolidated Gems 10-Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10- Q

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the Quarterly Period Ended September 30, 2011
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the transition period from ________________ to ________________
Commission File Number: 000-53735

———————

ELECTRUM INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

———————

Delaware	26-0267587
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)
Level 8, 580 St Kilda Road
Melbourne, Victoria, Australia	3004
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code: 001 (613) 8532 2800

(Former Name or Former Address, if changed since Last Report)

———————

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.  x  Yes  ¨  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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x Yes  ¨  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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.

(Check one):       Large accelerated filer  ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).  ¨  Yes  x  No

There were 175,315,350 shares of common stock outstanding on November 11, 2011. ¨

Table Of Contents

		PAGE NO
PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements	2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosure about Market Risk	12
Item 4	Controls and Procedures	12
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Removed and Reserved	13
Item 5	Other Information	13
Item 6	Exhibits	13

SIGNATURES		14
EXHIBIT INDEX		15
Exh. 31.1	Certification	16
Exh. 31.2	Certification	17
Exh. 32.1	Certification	18
Exh. 32.2	Certification	19

1

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Introduction to Interim Financial Statements.

The interim financial statements included herein have been prepared by Electrum International, Inc. (“Electrum” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (The “Commission”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2011, the results of its operations for the three and nine month periods ended September 30, 2011 and 2010 and the changes in its cash flows for the nine month periods ended September 30, 2011 and 2010, have been included.  The results of operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

The functional and reporting currency of the Company is the United States Dollar and unless otherwise indicated, all financial information is presented in US$.

2

ELECTRUM INTERNATIONAL, INC.

Balance Sheet

	September 30, 2011 (Unaudited)			December 31, 2010
		$			$
ASSETS
Current Assets:
Cash		3,911			1,410
Prepayments		16,430			1,181
Total Current Assets		20,341			2,591
Total Assets		20,341			2,591
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses		9,480			30,849
Total Current Liabilities		9,480			30,849
Non Current Liabilities:
Advances from affiliate		81,804			1,501,779
Total Non Current Liabilities		81,804			1,501,779
Total Liabilities		91,284			1,532,628
Stockholders’ (Deficit):
Common stock: $.0001 par value 500,000,000 shares authorised, and 175,315,350 and 172,800,000 shares issued and outstanding		17,532			17,280
Additional paid-in capital		1,640,432			21,120
Accumulated (deficit) during development stage		(1,568,437	)		(1,568,437	)
Accumulated (deficit)		(160,470	)		-
Total Stockholders’ (Deficit)		(70,943	)		(1,530,037	)
Total Liabilities and Stockholders’ (Deficit)		20,341			2,591
See notes to financial statements

3

ELECTRUM INTERNATIONAL, INC.

Statements of Operations

(Unaudited)

	For the three months ended September 30						For the nine months ended September 30
	2011			2010			2011			2010
Revenues	$	-		$	-		$	-		$	-
Cost and expenses
Legal, accounting and professional		10,310			135,837			31,753			800,806
Administration expense		38,501			14,705			67,963			42,485
		48,811			150,542			99,716			843,291
(Loss) from operations		(48,811	)		(150,542	)		(99,716	)		(843,291	)
Foreign currency exchange gain/(loss)		5,791			(147,778	)		(60,758	)		(106,083	)
Interest - other		-			-			4			9
(Loss) before income tax		(43,020	)		(298,320	)		(160,470	)		(949,365	)
Provision for income tax		-						-			-
Net (loss)		(43,020	)		(298,320	)		(160,470	)		(949,365	)
Basic net (loss) per Common Equivalent Shares		(0.00	)		(0.00	)		(0.00	)		(0.01	)
Weighted number of common equivalent shares  (000’s)		175,315			172,800			173,657			172,800
See notes to financial statements

4

ELECTRUM INTERNATIONAL, INC.

Statements of Stockholders’ Equity (Deficit)

for the period ended September 30, 2011

(Unaudited)

	Shares		Common Stock Amount $		Additional Paid-in Capital $		Accumulated (Deficit) During Development Stage $			Accumulated (Deficit) $			Total $
													$
Balance, December 31, 2010		172,800,000		17,280		21,120		(1,568,437	)		-			(1,530,037	)
Issuance of shares		2,515,350		252		1,508,958					-			1,509,210
Forgiveness of advances from affiliate		-		-		110,354		-			-			110,354
Net (loss)		-		-		-		-			(160,470	)		(160,470	)
Balance, September 30, 2011		175,315,350	$	17,532	$	1,640,432	$	(1,568,437	)	$	(160,470	)	$	(70,943	)
See notes to financial statements

5

ELECTRUM INTERNATIONAL, INC.

Statements of Cash Flows

(Unaudited)

	For the nine months ended September 30
		2011 $		2010 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)		(160,470	)	(949,365	)
Adjustments to reconcile net (loss) to net cash used in operating activities
Foreign currency exchange gain/(loss)		60,758		106,083
Net change in prepayments		(15,249	)	(2,291	)
Net change in accounts payable and accrued expenses		(21,369	)	(118,380	)
Net Cash used in Operating Activities		(136,330	)	(963,952	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from affiliate		139,091		968,850
Net Cash provided by Financing Activities		139,091		968,850
Effects of Exchange rate on cash		(260	)	(1,423	)
Net increase in Cash		2,501		3,474
Cash at Beginning of Period		1,410		376
Cash at End of Period		3,911		3,850
Supplemental Disclosures
NON CASH FINANCING ACTIVITY
Satisfaction of debt to affiliate through issuance of shares		1,509,210		-
Forgiveness of debt to affiliate		110,354		-

See notes to financial statements

6

ELECTRUM INTERNATIONAL, INC.

Notes to Financial Statements

September 30, 2011

(1)ORGANIZATION AND BUSINESS

Electrum International, Inc. ("Electrum” or the “Company"), is a Delaware corporation originally incorporated in Florida as We Sell for U Corp. (“We Sell for U”). The principal stockholder of Electrum is Power Developments Pty Ltd., an Australian corporation (“Power”), an entity majority owned by the Company’s President, which owned 94.46% of Electrum as of September 30, 2011.

Commencing in fiscal 2009, Electrum decided to focus its business on energy opportunities.  In March 2009, the Company announced the execution of an Agreement with Indian Farmers Fertilizer Cooperative (“IFFCO”) to explore the commercial viability of generating and/or distributing alternate energy or any other viable products to the rural Indian market.  Since that time, Electrum continued to pursue this strategy and met with IFFCO and other parties in India and internationally to continue to refine this strategy and resulting from this work, formulated a business plan. Electrum had previously engaged Boston Consulting Group (“BCG”) to assist with the development of components of the business plan. BCG’s initial overview was completed in December 2009 and had highlighted two clear opportunities, being Agri-Input Retailing and Farm Management, to develop through IFFCO’s massive distribution network. In June 2010 each of the opportunities previously identified by BCG were further developed and initial shortlists of regions, products and participants were determined. Upon further evaluation, the Company has decided not to pursue the Agri-Input Retailing and Farm Management opportunities, given the complexity of such opportunities and access to the necessary knowledge, personnel and finance required to pursue the opportunities. However, if other opportunities in this field become available, the Company will still assess their potential given the research and experience gained in this sector. In order to take advantage of management’s substantial experience in the  location and development of mineral exploration properties, the Company plans to look for opportunities in the resources industry and has identified silver and base metal exploration and developments in South East Asia, Laos  in particular, and Central America for its potential business opportunities.

As a result of management’s decision to refocus its efforts from energy opportunities to explore opportunities in the resources industry, effective December 31, 2010 we are no longer reporting as a development stage company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates continuation of Electrum as a going concern. The Company has not yet commenced revenue producing operations and has incurred net losses since inception and may continue to incur substantial and increasing losses for the next several years, all of which raises substantial doubt as to its ability to continue as a going concern. The financial statements do not contain any adjustments that could arise as a result of this uncertainty.

In addition, Electrum is reliant on loans and advances from corporations affiliated with the Company. Based on discussions with these affiliate companies the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. As a result the Company will be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year.

(2)           RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted. The adoption of ASU 2010-06 did not have a material impact on our financial position, results of operations or cash flows.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial Reporting Standards (“IFRSs”)”. The amendments in this Update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This Update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with US GAAP and IFRSs. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The Company does not expect this guidance to have a significant impact on our consolidated financial position, results of operations or cash flows.

7

In June 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance; therefore, adoption of the new guidance in the first quarter of fiscal 2012 will not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

(3)           AFFILIATE TRANSACTIONS

In January 2009, the Company entered into an agreement with AXIS Consultants Pty Ltd (“AXIS”) to provide geological, management and administration services to the Company. AXIS is affiliated through common management. The Company is one of ten affiliated companies under common management with AXIS. Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and administration staff. It has been the intention of the affiliated companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the shareholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.

The advances from affiliate at September 30, 2011 in the amount of $81,804 is due to AXIS. During the nine months ended September 30, 2011, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and advanced funds of $139,091. The Company also issued 2,515,350 shares of common stock at an issue price of $0.60, being the closing price on the date of issue, to AXIS in satisfaction of a loan balance of $1,509,210. AXIS also agreed to forgive $110,354 in relation to services previously charged. Forgiveness of a related party liability is viewed as, in essence, a capital transaction. Accordingly, the forgiveness of the liability by AXIS is reported in the 2011 financial statements as a $110,354 increase in additional paid-in capital. The Company intends to repay the advances from affiliate with funds raised either via additional debt or equity offerings, but as this may not occur within the next 12 months AXIS has agreed not to call the advance within the next twelve months and accordingly the Company has classified the amounts payable as non-current in the accompanying balance sheet.

(4)           INCOME TAXES

Electrum files its income tax returns on an accrual basis.

The Company files tax returns in the United States. Electrum has carry-forward losses of approximately $1,368,000 as of December 31, 2010 which expire in years 2028 through 2030. Due to the uncertainty of the availability and future utilization of those operating loss carry-forwards, management has provided a full valuation against the related tax benefit.

The Company’s tax returns for all years since December 31, 2007 remain open to examination by the respective tax authorities.  There are currently no tax examinations in progress.

(5)            FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, prepayments, accounts payable and accrued expenses, and advances from affiliate. The carrying amounts of cash, prepayments, accounts payable and accrued expenses approximate their respective fair values because of the short term nature of those instruments. The fair value of the advances from affiliate is not determinable as it is due to an affiliate entity, no market exists for similar instruments and settlement date is uncertain.

(6)           COMPARATIVE FIGURES

Where necessary, comparative figures have been reclassified to be consistent with current year presentation with no effect on operations.

(7)           SUBSEQUENT EVENTS

The Company has evaluated events and transactions after the balance sheet date and through the date the financial statements were issued, and believes that all relevant disclosures have been included herein and there are no other which require recognition or disclosure in the accompanying interim financial statements.

8

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this report. This report contains numerous forward-looking statements relating to our business. Such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. Actual operating schedules, results of operations, ore grades and mineral deposit estimates and other projections and estimates could differ materially from those projected in the forward-looking statements. The functional and reporting currency of the Company is the United States Dollar.  These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 Overview

Electrum International, Inc. (“Electrum” or the “Company”), is a Delaware corporation originally incorporated in Florida as We Sell For U Corp. (“We Sell For U”). Electrum was originally established with the intention to develop and provide service offerings to facilitate auctions on eBay for individuals and companies who lack the eBay expertise and/or time to list/sell and ship items they wish to sell. In December 2008, Power Developments Pty Ltd, an Australian corporation ("Power") acquired approximately a 96% interest in Electrum from Edward T. Farmer and certain other stockholders. Mr. Farmer resigned as Sole Director and Officer of Electrum, Joseph Gutnick was appointed President, Chief Executive Officer and a Director and Peter Lee was appointed Chief Financial Officer and Secretary. In June, 2011, Mr Gutnick relinquished his role as Chief Executive Officer and was appointed Executive Chairman. Mr Craig Michael was appointed as Chief Executive Officer.

On August 12, 2009, the Company re-incorporated in the state of Delaware (the “Reincorporation”) through a merger involving We Sell for U Corp. and Electrum International, Inc., a Delaware Corporation that was a wholly owned subsidiary of We Sell for U. The Reincorporation was effected by merging We Sell for U with Electrum, with Electrum being the surviving entity. For purposes of the Company’s reporting status with the Securities and Exchange Commission, Electrum is deemed a successor to We Sell for U. On September 2, 2010, stockholders owning a majority of the outstanding stock approved the change of the Company’s name to Electrum International, Inc.

We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. Since inception we have incurred accumulated losses of $1,728,907 which was funded primarily by the sale of equity securities and loans from affiliates.

Description of Current Business Plans and Activities

The following is a description of the Company’s current business plans and activities.

In March 2009, the Company announced the execution of an Agreement with IFFCO to explore the commercial viability of generating and/or distributing alternate energy or any other viable products to the rural Indian market.  Since that time, Electrum continued to pursue this strategy and met with IFFCO and other parties in India and internationally to continue to refine this strategy and resulting from this work, formulated a business plan. Electrum had previously engaged Boston Consulting Group (BCG) to assist with the development of components of the business plan. BCG’s initial overview was completed in December 2009 and had highlighted two opportunities, being Agri-Input Retailing and Farm Management.

In June 2010 each of the opportunities previously identified by BCG were further developed and initial shortlists of regions, products and participants were determined.  Upon further evaluation, the Company has decided not to pursue the Agri-Input Retailing and Farm Management opportunities, given the complexity of such opportunities and access to the necessary knowledge, personnel and finance required to pursue the opportunities. However, if other opportunities in this field become available the Company will still assess their potential given the research and experience gained in this sector.

In order to take advantage of management’s substantial experience in the location and development of mineral exploration properties, the Company plans to look for opportunities in the resources industry and has identified silver and base metal exploration and developments in South East Asia, Laos in particular, and Central America for its potential  business opportunities.

As a result of management’s decision to refocus its efforts from energy opportunities to explore opportunities in the resources industry, effective December 31, 2010, we are no longer reporting as a development stage company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates continuation of Electrum as a going concern. The Company has not yet commenced revenue producing operations and has incurred net losses since inception and may continue to incur substantial and increasing losses for the next several years, all of which raises substantial doubt as to its ability to continue as a going concern. The financial statements do not contain any adjustments that could arise as a result of this uncertainty.

9

 In addition, Electrum is reliant on loans and advances from corporations affiliated with the Company. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. As a result the Company will be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2011 vs. Three Months Ended September 30, 2010.

Costs and expenses decreased from $150,542 in the three months ended September 30, 2010 to $48,811 in the three months ended September 30, 2011.

The decrease in costs and expenses is a net result of:

a)

a decrease in legal, accounting and professional expense from $135,837 for the three months ended September 30, 2010 to $10,310 for the three months ended September 30, 2011, primarily as a result of there being no further contract with Boston Consulting Group (BCG) to assist with the development of the components of the previous business plan. Contractors and consultants fees decreased from $117,000 for the three months ended September 30, 2010 to $Nil for the three months ended September 30, 2011.

b)

an increase in administrative expense from $14,705 in the three months ended September 30, 2010 to $38,501 in the three months ended September 30, 2011, primarily as a result of an increase in the cost of services provided by AXIS in accordance with the service agreement, expenditure on accounting research software and website maintenance, increases in registration fees with the Australian Securities and Investment Commission, and expenditure relating to the conversion of financial statements to XBRL.

As a result of the foregoing, the loss from operations decreased from $150,542 for the three months ended September 30, 2010 to a loss from operations of $48,811 for the three months ended September 30, 2011.

A foreign currency exchange loss of $147,778 for the three months ended September 30, 2010 compared to a foreign currency exchange gain of $5,791 for the three months ended September 30, 2011 was recorded as a result of the movement in the Australian dollar versus the US dollar, and the impact of the subsequent revaluation of amounts payable to affiliates.

The net loss was $43,020 for the three months ended September 30, 2011 compared to a net loss of $298,320 for the three months ended September 30, 2010.

Nine Months Ended September 30, 2011 vs. Nine Months Ended September 30, 2010.

Costs and expenses decreased from $843,291 in the nine months ended September 30, 2010 to $99,716 in the nine months ended September 30, 2011.

The decrease in costs and expenses is a net result of:

a)

a decrease in legal, accounting and professional expense from $800,806 for the nine months ended September 30, 2010 to $31,753 for the nine months ended September 30, 2011, primarily as a result of there being no further contract with Boston Consulting Group (BCG) to assist with the development of the components of the previous business plan. Contractors and consultants fees decreased from $763,278 for the nine months ended September 30, 2010 to $Nil for the nine months ended September 30, 2011.

b)

an increase in administrative expense from $42,485 in the nine months ended September 30, 2010 to $67,963 in the nine months ended September 30, 2011, primarily as a result of an increase in the cost of services provided by AXIS in accordance with the service agreement, expenditure on accounting research software and website maintenance, increases in registration fees with the Australian Securities and Investment Commission, and expenditure relating to the conversion of financial statements to XBRL.

As a result of the foregoing, the loss from operations decreased from $843,291 for the nine months ended September 30, 2010 to a loss from operations of $99,716 for the nine months ended September 30, 2011.

A foreign currency exchange loss of $106,083 for the nine months ended September 30, 2010 compared to a foreign currency exchange loss of $60,758 for the nine months ended September 30, 2011 was recorded as a result of the movement in the Australian dollar versus the US dollar, and the impact of the subsequent revaluation of amounts payable to affiliates.

The net loss was $160,470 for the nine months ended September 30, 2011 compared to a net loss of $949,365 for the nine months ended September 30, 2010.

10

Liquidity and Capital Resources

For the nine months ended September 30, 2011, net cash used in operating activities was $136,330 consisting of the net loss of $160,470 offset by a non-cash charge for foreign currency exchange loss of $60,758, a decrease in accounts payable and accrued expenses of $21,369 and an increase in prepayments of $15,249. For the nine months ended September 30, 2011, net cash provided by financing activities was $139,091 consisting of an increase in payable to affiliate.

As of September 30, 2011, the Company had short-term obligations of $9,480 comprising accounts payable and accrued expenses and had long-term obligations of $81,804 comprising advances payable to an affiliate. On June 30, 2011, the Company issued 2,515,350 shares of common stock at an issue price of $0.60, being the closing price on the date of issue, to its affiliate, AXIS, in satisfaction of a loan balance of $1,509,210. AXIS also agreed to forgive $110,354 in relation to services previously charged. Forgiveness of a related party liability is viewed as, in essence, a capital transaction. Accordingly, the forgiveness of the liability by AXIS is reported in the 2011 financial statements as a $110,354 increase in additional paid-in capital.

The Company has recently refocused its efforts from energy opportunities to looking for opportunities in the resources industry.

Our budget for general and administration and for professional expenses for fiscal 2011 is A$0.25 million.  Once we have identified a specific exploration or mining project we will also need to prepare a budget for these activities.  We are currently investigating capital raising opportunities which may be in the form of either equity or debt, to provide funding for working capital purposes. There can be no assurance that such a capital raising will be successful, or that even if an offer of financing is received by the Company, it is on terms acceptable to the Company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of Electrum International, Inc. as a going concern. However, Electrum International, Inc. has limited assets, has not yet commenced revenue producing operations and has sustained recurring losses since inception.

Information Concerning Forward Looking Statements

This report and other reports, as well as other written and oral statements made or released by us, may contain forward looking statements. Forward looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words "believe," "anticipate," "intend," "expect," "estimate," "project", "predict", "hope", "should", "may", and "will", other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make.  Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated. Consequently, no forward-looking statement can be guaranteed.  The potential risks and uncertainties that could affect forward looking statements include, but are not limited to:

· The risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010,  

· The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),  

· The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,  

· Movements in foreign exchange rates,  

· Performance of information systems,  

· Ability of the Company to hire, train and retain qualified employees,

In addition, other risks, uncertainties, assumptions, and factors that could affect the Company's results and prospects are described in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, including under the heading “Risk Factors” and elsewhere herein and therein and may further be described in the Company's prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.

We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document.  The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.

11

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

At September 30, 2011, the Company had no outstanding loan facilities.

The Company reports in US$ and holds cash in Australian dollars. At September 30, 2011, this amounted to A$3,993. A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have a US$39 effect on the balance sheet and statement of operations.

Item 4. Controls and Procedures.

(a)           Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.

(b)           Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of 2011 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

(c)           Other

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of September 30, 2011, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

12

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Not Applicable

Item 1A. Risk Factors.

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3. Defaults Upon Senior Securities.

Not Applicable

Item 4. Removed and Reserved.

Not Applicable

Item 5. Other Information.

Not Applicable

Item 6. Exhibits.

(a)	Exhibit No.	Description
	31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Craig Anthony Michael
	31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Craig Anthony Michael
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee
	101	The following materials from the Electrum International, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in Extensible Business Reporting Language (XBRL):  (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows, (iv) Statement of Stockholders’ (Deficit) and (v) related notes.
		#101.INS XBRL Instance Document.
		#101.SCH XBRL Taxonomy Extension Schema Document.
		#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
		#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
		#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
		#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
		_________________
		# Filed herewith.  In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

13

FORM 10-Q

SIGNATURES

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

Electrum International, Inc.
By:	/s/ Joseph I Gutnick
	Joseph I. Gutnick
	Chairman of the Board, President and Director
By:	/s/ Craig Michael
	Craig Michael
	Director and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Peter Lee
	Peter Lee
	Secretary and Chief Financial Officer
	(Principal Financial Officer)

Date: November 11, 2011

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EXHIBIT INDEX

Exhibit No.	Description
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Craig Anthony Michael
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Craig Anthony Michael
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee
101	The following materials from the Golden River Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.
	#101.INS XBRL Instance Document.
	#101.SCH XBRL Taxonomy Extension Schema Document.
	#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
	#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
	#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
	#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
	__________________
	# Filed herewith.  In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

15