x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
ACT OF 1934
|
|
For the fiscal year ended: December 31, 2010
|
|
Or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
For the transition period from: _____________ to _____________
|
Delaware
|
27-0267587
|
|
(State or Other Jurisdiction
|
(I.R.S. Employer
|
|
of Incorporation or Organization)
|
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act: None
|
||
Securities registered pursuant to Section 12(g) of the Act: None
|
||
Title of each class
|
||
Common Stock, par value $.0001 per share
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
||||
Yes
|
x
|
No
|
||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
||||
Yes
|
x
|
No
|
||
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 (§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
|
No
|
|||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act).
|
Yes | No |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
|
||||
The aggregate market value based on the average bid and asked price on the over-the-counter market of the registrant’s common stock (“Common Stock”) held by non-affiliates of the Company was $5,760,000 as at June 30, 2010.
|
||||
There were 172,800,000 outstanding shares of Common Stock as of March 24, 2011.
|
||||
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
|
||||
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
|
||||
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
|
||||
Yes
|
No
|
|||
DOCUMENTS INCORPORATED BY REFERENCE
|
||||
Not Applicable
|
1
|
||
3
|
||
7
|
||
7
|
||
7
|
||
8
|
||
9
|
||
10
|
||
13
|
||
13
|
||
13
|
||
13
|
||
14
|
||
15
|
||
18
|
||
19
|
||
19
|
||
21
|
||
22
|
||
|
§
|
the risks of exploration stage projects,
|
|
§
|
political risks of exploration in foreign countries,
|
|
§
|
risks associated with environmental and other regulatory matters,
|
|
§
|
the volatility of commodity prices,
|
|
§
|
movements in foreign exchange rates,
|
|
§
|
increased competition, governmental regulation,
|
|
§
|
performance of information systems,
|
|
§
|
ability of the Company to hire, train and retain qualified employees, and
|
|
§
|
our ability to enter into key project and supply agreements and the performance of contract counterparties.
|
|
-
|
our ability to identify suitable exploration and mining opportunities.
|
|
-
|
our ability to raise sufficient capital to turn such opportunities into economically viable business units
|
Calendar Period
|
High Bid(1)
|
Low Bid(1)
|
|
2009
|
|||
First Quarter
|
0.63
|
0.08
|
|
Second Quarter
|
0.40
|
0.40
|
|
Third Quarter
|
0.40
|
0.20
|
|
Fourth Quarter
|
0.80
|
0.80
|
|
2010
|
|||
First Quarter
|
0.80
|
0.80
|
|
Second Quarter
|
0.80
|
0.80
|
|
Third Quarter
|
0.80
|
0.80
|
|
Fourth Quarter
|
0.80
|
0.60
|
(1)
|
The quotations set out herein reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions.
|
2010
|
2009
|
|||||||
Revenues
|
$ | - | $ | - | ||||
- | - | |||||||
Costs and expenses
|
895,774 | 442,364 | ||||||
Loss from operations
|
(895,774 | ) | (442,364 | ) | ||||
Foreign currency exchange (loss)
|
(174,316 | ) | (17,594 | ) | ||||
Other income
|
9 | 2 | ||||||
(Loss) before income taxes
|
(1,070,081 | ) | (459,956 | ) | ||||
Provision for income taxes
|
- | - | ||||||
Net (loss)
|
(1,070,081 | ) | (459,956 | ) | ||||
$ | $ | |||||||
Net (loss) per share per common equivalent share
|
(0.01 | ) | (0.00 | ) | ||||
Weighted average number of common equivalent shares outstanding (000’s)
|
172,800 | 172,800 | ||||||
Balance Sheet Data
|
||||||||
$ | $ | |||||||
Total assets
|
2,591 | 376 | ||||||
Total liabilities
|
(1,532,628 | ) | (460,332 | ) | ||||
Stockholders’ (deficit)
|
(1,530,037 | ) | (459,956 | ) |
i)
|
A decrease in legal, accounting and professional costs from $93,273 for the year ended December 31, 2009 to $71,188 for the year ended December 31, 2010. Included with legal, accounting and professional costs for the year ended December 31, 2010 is $11,578 for stock transfer agent fees for management of the share register (2009: $16,283), $7,200 for legal expenses (2009: $19,552) and $46,298 for audit fees and professional services in relation to financial statements in the quarterly reports on Form 10-Q and annual reports on Form 10-K (2009: $39,415). The decrease is primarily a result of additional regulatory compliance costs and tax advice fees incurred during 2009 for the merger between Electrum and WSFU and the notification of the stock splits declared by the Company’s Board of Directors.
|
ii)
|
An increase in contractors and consultants fees from $300,000 for the year ended December 31, 2009 to $763,278 for the year ended December 31, 2010. The increase relates to the more detailed analysis of the previously identified potential business opportunities by BCG to enable the Company to continue the evaluation process.
|
iii)
|
A net increase in administrative expenses from $49,091 for the year ended December 31, 2009 to $61,308 for the year ended December 31, 2010. Included with administrative expenses for the year ended December 31, 2010 is $43,462 for charges by Axis Consultants Pty Ltd for salaries incurred on behalf of the Company which relate to fees paid to the President and Chief Executive Officer, Director and Executive General Manager, Secretary and Chief Financial Officer and other staff of AXIS who provide services to the Company (2009: $33,555), $8,274 for information systems costs (2009: $3,222), $2,080 for bank charges (2009: $340), $933 for printing, stationary and postage costs (2009: $2,359), $6,026 for lodgement of company filings with the SEC (2009: $9,615) and $533 for insurance and franchise tax (2009: $nil). The increases to administrative expenses are primarily a result of an increase in fees paid to the President and Chief Executive Officer, Director and Executive General Manager, Secretary and Chief Financial Officer and other staff of AXIS who provide services to Electrum, as a result of the work undertaken on new business opportunities, commencement of the Electrum website maintenance plan with Dogma, purchase of accounting research software and bank account fees. The decreases in administrative expenses are primarily a result of printing requirements in 2009 for the stock split and company filing fees in 2009 associated with the merger between Electrum and WSFU.
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Management’s Report on Internal Control over Financial Reporting
|
(c)
|
Attestation report of the Registered Public Accounting Firm
|
(d)
|
Change in Internal Control over Financial Reporting.
|
(e)
|
Other.
|
Name
|
Age
|
Position(s) Held
|
Joseph Gutnick
|
58
|
Chairman of the Board, President, Chief
Executive Officer and Director
|
Craig Michael
|
33
|
Executive General Manager and Director
|
Peter Lee
|
53
|
Secretary, Chief Financial Officer
and Principal Accounting Officer
|
Name and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
Joseph
Gutnick,
Chairman
of the
Board,
President
and CEO
(1)
|
2010
2009
|
$4,849
$2,500
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
$4,849
$2,500
|
Title of
Class
|
Name and Address
of Beneficial Owner*
|
Amount and nature of
Beneficial Owner
|
Percentage
of class
(1)
|
Shares of common stock
Shares of common stock
Shares of common stock
|
Joseph Gutnick
Craig Michael
Peter J. Lee
|
165,600,000
(2)
-
-
|
95.83
-
-
|
All officers and Directors
as a group
|
165,600,000
|
95.83
|
*
|
Unless otherwise indicated, the address of each person is c/o Electrum International, Inc., Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004 Australia
|
(1)
|
Based on 172,800,000 shares outstanding as of March 16, 2011. Gives effect to a 6 for 1 stock split in the form of a dividend that was effected as of February 2009 and a 2 for 1 stock split in the form of a dividend that was effected as of August 2009.
|
(2)
|
Includes 165,600,000 shares owned by Power Developments Pty Ltd, of which Mr Joseph Gutnick is the sole Director and stockholder.
|
2010
|
2009
|
|||||||
Audit fees
|
$ | 38,798 | $ | 33,915 | ||||
Audit related fees
|
- | - | ||||||
Tax fees
|
7,500 | 5,500 | ||||||
Total
|
$ | 46,298 | $ | 39,415 |
|
(a)
|
Financial Statements and Notes thereto.
The Financial Statements and Notes thereto listed on the Index at page 25 of this Annual Report on Form 10-K are filed as a part of this Annual Report.
|
|
(b)
|
Exhibits
The Exhibits to this Annual Report on Form 10-K are listed in the Exhibit Index at page 24 of this Annual Report.
|
ELECTRUM INTERNATIONAL, INC.
|
|||
(Registrant)
|
|||
By:
|
/s/ Peter J Lee
|
||
Peter J Lee
|
|||
Secretary,
|
|||
Chief Financial Officer
|
|||
and Principal Financial
|
|||
Accounting Officer
|
Signature
|
Title
|
Date
|
||
1.
|
/s/ Joseph Gutnick
|
Chairman of the Board,
|
||
Joseph Gutnick
|
President and Chief Executive
|
|||
Officer (Principal Executive
|
||||
Officer), and Director.
|
March 29, 2011
|
|||
2.
|
/s/ Craig Michael
|
Executive General Manager
|
||
Craig Michael
|
and Director
|
March 29, 2011
|
||
3.
|
/s/ Peter Lee
|
Secretary,
|
||
Peter Lee
|
Chief Financial Officer and
|
|||
Principal Financial and
|
||||
Accounting Officer.
|
March 29, 2011
|
US$
2010
|
US$
2009
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
1,410 | 376 | ||||||
Prepayments
|
1,181 | - | ||||||
Total Current Assets
|
2,591 | 376 | ||||||
Total Assets
|
2,591 | 376 | ||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
30,849 | 128,843 | ||||||
Total Current Liabilities
|
30,849 | 128,843 | ||||||
Non Current Liabilities:
|
||||||||
Advances from Axis (Note 4)
|
1,501,779 | 331,489 | ||||||
Total Non Current Liabilities
|
1,501,779 | 331,489 | ||||||
Total Liabilities
|
1,532,628 | 460,332 | ||||||
Stockholders’ (Deficit):
|
||||||||
Common stock: $.0001 par value
500,000,000 shares authorised,
and 172,800,000 shares issued and outstanding
|
17,280 | 17,280 | ||||||
Additional paid-in-capital
|
21,120 | 21,120 | ||||||
Accumulated (deficit)
|
(1,568,437 | ) | (498,356 | ) | ||||
Total Stockholders’ (Deficit)
|
(1,530,037 | ) | (459,956 | ) | ||||
Total Liabilities and Stockholders’ (Deficit)
|
2,591 | 376 | ||||||
See Notes to Financial Statements
|
Year
Ended
December 31,
|
Year
Ended
December 31,
|
|||||||
2010
|
2009
|
|||||||
Revenues
|
US$-
|
US$-
|
||||||
Cost and expenses
|
||||||||
Legal, accounting and professional
|
71,188 | 93,273 | ||||||
Contractors & consultants
|
763,278 | 300,000 | ||||||
Administration expense
|
61,308 | 49,091 | ||||||
895,774 | 442,364 | |||||||
(Loss) from operations
|
(895,774 | ) | (442,364 | ) | ||||
Foreign currency exchange (loss)
|
(174,316 | ) | (17,594 | ) | ||||
Interest - other
|
9 | 2 | ||||||
(Loss) before income tax
|
(1,070,081 | ) | (459,956 | ) | ||||
Provision for Income Tax
|
- | - | ||||||
Net (Loss)
|
(1,070,081 | ) | (459,956 | ) | ||||
Basic net (loss) per common equivalent shares
|
(0.01 | ) | (0.00 | ) | ||||
Weighted number of common equivalent
shares (000’s)
|
172,800 | 172,800 | ||||||
See notes to financial statements
|
Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Accumulated
(Deficit)
|
Total
|
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
|||||||||||||||||
Balance December 31, 2008
|
172,800,000 | 17,280 | 21,120 | (38,400 | ) | - | ||||||||||||||
Net (loss)
|
- | - | - | (459,956 | ) | (459,956 | ) | |||||||||||||
Balance December 31, 2009
|
172,800,000 | $ | 17,280 | $ | 21,120 | $ | (498,356 | ) | $ | (459,956 | ) | |||||||||
Net (loss)
|
- | - | - | $ | (1,070,081 | ) | $ | (1,070,081 | ) | |||||||||||
Balance December 31, 2010
|
172,800,000 | $ | 17,280 | $ | 21,120 | $ | (1,568,437 | ) | $ | (1,530,037 | ) | |||||||||
See notes to financial statements |
Year
Ended
December
31, 2010
|
Year
Ended
December
31, 2009
|
|||||||
US$
|
US$
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net (Loss)
|
$ | (1,070,081 | ) | $ | (459,956 | ) | ||
Adjustments to reconcile net (loss) to net cash used
|
||||||||
in operating activities
|
||||||||
Net change in prepayments
|
(1,181 | ) | - | |||||
Net change in accounts payable and accrued expenses
|
(97,994 | ) | 128,843 | |||||
Net Cash used in Operating Activities
|
(1,169,256 | ) | (331,113 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Advances from – affiliate
|
1,170,290 | 331,489 | ||||||
Net Increase in Cash
|
1,034 | 376 | ||||||
Cash at Beginning of Period
|
376 | - | ||||||
Cash at End of Period
|
1,410 | 376 | ||||||
See notes to financial statements
|
(1)
|
ORGANIZATION AND BUSINESS
|
(2)
|
ACCOUNTING POLICIES
|
|
(a)
|
Basis of presentation
|
|
|
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 U.S. dollar.
|
|
(b)
|
Cash Equivalents
|
|
|
Electrum considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. For the periods presented there were no cash equivalents.
|
|
(c)
|
Federal Income Tax
|
|
|
ASC Topic 740 prescribes how a company should recognise, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. Additionally for tax positions to qualify for deferred tax benefit recognition under ASC 740, the position must have at least “more than likely not” chance of being sustained upon challenge by the respective taxing authorities, and whether or not it meets that criteria is a matter of significant judgement. The Company believes that it does not have any uncertain tax positions that would require the recognition or disclosure of a potential tax liability.
|
|
|
The Company follows the asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. For the periods presented, there was no taxable income. There are no deferred income taxes resulting from temporary differences in reporting certain income and expense items for income tax and financial accounting purposes. The Company, at this time, is not aware of any net operating losses which are expected to be realized.
|
|
(d)
|
Australian Tax Law
|
|
|
The Company is not an Australian resident corporation under Australian law. If the Company became an Australian resident corporation, it would be subject to Australian income tax on its non-exempt worldwide assessable income (which includes capital gains), less allowable deductions, at the rate of 30%. Foreign tax credits are allowed where tax has been paid on foreign source income provided the tax credit does not exceed 30% of the foreign source income.
|
|
|
Under the U.S./Australia tax treaty, a U.S. resident corporation such as us is subject to Australian income tax on net profits attributable to the carrying on of a business in Australia through a “permanent establishment” in Australia. A “permanent establishment” is a fixed place of business through which the business of an enterprise is carried on. The treaty limits the Australian tax on interest and royalties paid by an Australian business to a U.S. resident to 10% of the gross interest or royalty income unless it relates to a permanent establishment. Although we consider that we do not have a permanent establishment in Australia, it may be deemed to have such an establishment due to the location of its administrative offices in Melbourne. In addition we may receive interest or dividends from time to time.
|
|
(e)
|
Loss per share
|
|
|
The Company calculates loss per share in accordance with FASB ASC Topic 260, “Earnings per Share”.
|
|
|
Basic (loss) per share is computed based on the weighted average number of common shares outstanding during the period. Dilutive loss per share has not been presented as there are no common stock equivalents.
|
|
(f)
|
Fair value of Financial Instruments
|
|
FASB issued ASC Topic 825, “Financial Instruments”, which requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.
|
|
The Company’s financial instruments consist of cash, accounts payable and accrued expenses, and advances from AXIS. The carrying amounts of cash approximate their respective fair values because of the short maturities of those instruments. Financial liabilities for which carrying values approximate fair value include accounts payable and accrued expenses.
|
|
The fair value of advances from AXIS are not practicable to estimate as no similar market exists for these instruments and there is no specified date of repayment.
|
|
(g)
|
Comparative Figures
|
|
Where necessary, comparative figures have been reclassified to be consistent with current year presentation with no effect on operations.
|
(3)
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
(4)
|
AFFILIATE TRANSACTIONS
|
(5)
|
INCOME TAXES
|
(6)
|
STOCKHOLDERS EQUITY
|
(7)
|
SUBSEQUENT EVENTS
|
“
FIRST
:
|
The name of the Corporation (the "Corporation") is Electrum International, Inc."
|
/s/ Peter J Lee
|
||
Peter J. Lee
|
||
Chief Financial Officer and Secretary
|
TEN COM -
TEN ENT -
JT TEN -
|
as tenants in common
as tenants by the entireties
as tenants with right of
survivorship and not as tenants
in common
|
UNIF GIFT MIN ACT - |
…………..Custodian……..…....
(Cust) (Minor)
under Uniform Gifts to Minors
Act…...………………………….
(State)
|
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|
|
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
|
|
Shares
|
|
of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint |
Attorney | |
to transfer the said stock on the b ooks of the within named Corporation with f ull power of substitution in the premises . |
NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THIS NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IS EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
|
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.
|
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.
|
COLUMBIA FINANCIAL PRINTING CORP.
–
www.stockinformation.com
|
1.
|
I have reviewed this annual report on Form 10-K of Electrum International, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) and have:
|
a)
|
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Peter Lee
|
|||
Name:
|
Peter Lee
|
||
Title:
|
Secretary and
|
||
Chief Financial Officer
|
|||
(Principal Financial Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Electrum International, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) and have:
|
a)
|
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted principles;
|
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Joseph I Gutnick
|
|||
Name:
|
Joseph I. Gutnick
|
||
Title:
|
Chairman of the Board, President and
|
||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
(1)
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Joseph I Gutnick
|
||
Joseph Isaac Gutnick
|
||
Chairman of the Board, President and
|
||
Chief Executive Officer
|
||
(Principal Executive Officer
)
|
(1)
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Peter J Lee
|
||
Peter James Lee
|
||
Secretary and
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|