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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

x Quarterly Report
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

OR

 ̈ 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 333-120788

ELECTRUM MINING LIMITED
  (Exact name of registrant as specified in its charter)

|NEVADA                                                               | 98-0434381                          
|-------------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation
      or organization) | (IRS Employer Identification Number)

808 Nelson Street
  Suite 2103
  Vancouver, British Columbia
  Canada V6Z 2H2
  (Address of principal executive offices)

(604) 684-7619
  (Registrant's telephone number, including area code)

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  ̈

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PART I. FINANCIAL INFORMATION

|ITEM 1. | INTERIM FINANCIAL STATEMENTS
|------- | ----------------------------

2

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ELECTRUM MINING LIMITED

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2004

Expressed in US Funds

Unaudited



F-1

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|Electrum Mining Limited                                              |   |              |   |   | Statement 1   |  
|-------------------------------------------------------------------- | - | ------------ | - | - | ------------- | -
|(An Exploration Stage Company)                                       |   |              |   |   |               |  
|Interim Balance Sheet                                                |   |              |   |   |               |  
|Expressed in US Funds                                                |   |              |   |   |               |  
|Unaudited                                                            |   |              |   |   |               |  
|                                                                     |   |              |   |   |               |  
|                                                                     |   | As at        |   |   | As at         |  
|                                                                     |   | December 31, |   |   | September 30, |  
|ASSETS                                                               |   | 2004         |   |   | 2004          |  
|Current                                                              |   |              |   |   |               |  
|Cash and cash equivalents                                            | $ | 9,326        |   | $ | 18,038        |  
|Funds held in trust (Note 6)                                         |   | -            |   |   | 15,000        |  
|                                                                     | $ | 9,326        |   | $ | 33,038        |  
|                                                                     |   |              |   |   |               |  
|LIABILITIES                                                          |   |              |   |   |               |  
|                                                                     |   |              |   |   |               |  
|Current                                                              |   |              |   |   |               |  
|Accrued liabilities                                                  | $ | 1,500        |   | $ | 2,500         |  
|Due to related parties (Note 5)                                      |   | 27,734       |   |   | 27,000        |  
|                                                                     |   | 29,234       |   |   | 29,500        |  
|                                                                     |   |              |   |   |               |  
|Going Concern(Note 1)                                                |   |              |   |   |               |  
|                                                                     |   |              |   |   |               |  
|SHAREHOLDERS’ EQUITY                                                 |   |              |   |   |               |  
|                                                                     |   |              |   |   |               |  
|Capital Stock(Note 4)                                                |   |              |   |   |               |  
|Authorized:                                                          |   |              |   |   |               |  
|100,000,000
      common shares, $0.00001 par value                  |   |              |   |   |               |  
|Issued and outstanding shares:                                       |   |              |   |   |               |  
|750,000 (2004 - 500,000) shares                                      |   | 8            |   |   | 5             |  
|Capital in excess of par value                                       |   | 14,992       |   |   | 9,995         |  
|Deficit accumulated during
      the exploration stage - Statement 3 |   | (34,908      | ) |   | (6,462        | )
|Equity (Deficit)– Statement 3                                        |   | (19,908      | ) |   | 3,538         |  
|                                                                     | $ | 9,326        |   | $ | 33,038        |  

- See Accompanying Notes -

F-2

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|Electrum Mining Limited                       |   |                 |   |   | Statement 2  |  
|--------------------------------------------- | - | --------------- | - | - | ------------ | -
|(An Exploration Stage Company)                |   |                 |   |   |              |  
|Interim Statement of Loss                     |   |                 |   |   |              |  
|Expressed in US Funds                         |   |                 |   |   |              |  
|Unaudited                                     |   |                 |   |   |              |  
|                                              |   |                 |   |   |              |  
|                                              |   | Cumulative from |   |   |              |  
|                                              |   | Inception       |   |   |              |  
|                                              |   | (August 4,      |   |   | Three-Months |  
|                                              |   | 2004) to        |   |   | Ended        |  
|                                              |   | December 31,    |   |   | December 31, |  
|                                              |   | 2004            |   |   | 2004         |  
|Expenses                                      |   |                 |   |   |              |  
|Mineral property costs                        | $ | 3,938           |   | $ | -            |  
|Professional fees                             |   | 30,684          |   |   | 28,184       |  
|Interest and bank charges                     |   | 320             |   |   | 296          |  
|Office and supplies                           |   | 122             |   |   | 122          |  
|Loss Before Other Items                       |   | (35,064         | ) |   | (28,602      | )
|                                              |   |                 |   |   |              |  
|Other Items                                   |   |                 |   |   |              |  
|Foreign exchange gain                         |   | 156             |   |   | 156          |  
|Loss for the Period                           | $ | (34,908         | ) | $ | (28,446      | )
|                                              |   |                 |   |   |              |  
|Basic and Diluted Loss per Common
      Share |   |                 |   | $ | (0.04        | )
|                                              |   |                 |   |   |              |  
|Weighted Average Number of Shares Outstanding |   |                 |   |   | 733,696      |  

- See Accompanying Notes -

F-3

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|Electrum Mining Limited                                   |               |  |   |           |  |   |             |  |   |             |   |   | Statement 3 |  
|--------------------------------------------------------- | ------------- |  | - | --------- |  | - | ----------- |  | - | ----------- | - | - | ----------- | -
|(An Exploration Stage Company)                            |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Interim Statement of Shareholders’
      Equity (Deficit) |               |  |   |           |  |   |             |  |   |            
|Expressed in US Funds                                     |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Unaudited                                                 |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|                                                          |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|                                                          |               |  |   |           |  |   |             |  |   | Deficit     |   |   |             |  
|                                                          |               |  |   |           |  |   |             |  |   | Accumulated |   |   |             |  
|                                                          |               |  |   |           |  |   | Capital in  |  |   | During the  |   |   |             |  
|                                                          | Common Shares |  |   | Excess of |  |   | Exploration |  |   |             |  
|                                                          | Shares        |  |   | Amount    |  |   | Par Value   |  |   | Stage       |   |   | Total       |  
|                                                          |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Inception – August 4, 2004                                | -             |  | $ | -         |  | $ | -           |  | $ | -           |   | $ | -           |  
|Common shares issued for                                  |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|cash at $0.02 per share                                   | 500,000       |  |   | 5         |  |   | 9,995       |  |   | -           |   |   | 10,000      |  
|Loss for the period                                       | -             |  |   | -         |  |   | -           |  |   | (6,462      | ) |   | (6,462      | )
|                                                          |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Balance – September 30, 2004                              | 500,000       |  | $ | 5         |  | $ | 9,995       |  | $ | (6,462      | ) | $ | 3,538       |  
|Common shares issued for                                  |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Cash at $0.02 per share                                   | 250,000       |  |   | 3         |  |   | 4,997       |  |   | -           |   |   | 5,000       |  
|                                                          |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Loss for the period                                       | -             |  |   | -         |  |   | -           |  |   | (28,446     | ) |   | (28,446     | )
|                                                          |               |  |   |           |  |   |             |  |   |             |   |   |             |  
|Balance – December 31, 2004                               | 750,000       |  | $ | 8         |  | $ | 14,992      |  | $ | (34,908     | ) | $ | (19,908     | )

- See Accompanying Notes -

F-4

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|Electrum Mining Limited                                       |   |                 |   |   | Statement 4  |  
|------------------------------------------------------------- | - | --------------- | - | - | ------------ | -
|(An Exploration Stage Company)                                |   |                 |   |   |              |  
|Interim Statement of Cash Flows                               |   |                 |   |   |              |  
|Expressed in US Funds                                         |   |                 |   |   |              |  
|Unaudited                                                     |   |                 |   |   |              |  
|                                                              |   |                 |   |   |              |  
|                                                              |   | Cumulative from |   |   |              |  
|                                                              |   | Inception       |   |   |              |  
|                                                              |   | (August 4,      |   |   | Three-Months |  
|                                                              |   | 2004) to        |   |   | Ended        |  
|                                                              |   | December 31,    |   |   | December 31, |  
|Cash Resources Provided By (Used
      In)                    |   | 2004            |   |   | 2004         |  
|Operating Activities                                          |   |                 |   |   |              |  
|Loss for the period                                           | $ | (34,908         | ) | $ | (28,446      | )
|Changes in operating assets and liabilities:                  |   |                 |   |   |              |  
|Funds held in trust                                           |   | -               |   |   | 15,000       |  
|Accrued liabilities                                           |   | 1,500           |   |   | (1,000       | )
|                                                              |   | (29,470         | ) |   | (14,446      | )
|                                                              |   |                 |   |   |              |  
|Investing Activity                                            |   |                 |   |   |              |  
|Property purchase payments                                    |   | (3,938          | ) |   | -            |  
|                                                              |   |                 |   |   |              |  
|Financing Activities                                          |   |                 |   |   |              |  
|Advances from related parties                                 |   | 27,734          |   |   | 734          |  
|Issuance of capital stock                                     |   | 15,000          |   |   | 5,000        |  
|                                                              |   | 42,734          |   |   | 5,734        |  
|                                                              |   |                 |   |   |              |  
|Net Increase (Decrease) in Cash and Cash Equivalent           |   | 9,326           |   |   | (8,712       | )
|Cash and cash equivalent position
      – Beginning of Period |   | -               |   |   | 18,038       |  
|Cash and Cash Equivalent Position
      – End of Period       | $ | 9,326           |   | $ | 9,326        |  
|                                                              |   |                 |   |   |              |  
|Supplemental Cash Flow Disclosure:                            |   |                 |   |   |              |  
|Cash paid for interest                                        | $ | -               |   | $ | -            |  
|Cash paid for
      income taxes                              | $ | -               |   | $ | -            |  

- See Accompanying Notes -

F-5

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Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004 Expressed in US FundsUnaudited

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Organization and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Electrum Mining Limited (the “Company”)
        is a Nevada corporation incorporated on August 4, 2004 and is based in
        Vancouver, British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company is an exploration stage
        company that engages principally in the acquisition, exploration and development
        of resource properties. During the prior period, the Company acquired
        a 100% interest in 20 mineral mining claims in the Dawson Mining Division
        of the Yukon Territories, Canada and has not yet determined whether this
        property contains reserves that are economically recoverable. To date,
        the Company’s activities have been limited to its formation and
        the raising of equity capital. At present, management is devoting most
        of its activities to raising additional equity capital.             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Going Concern and Liquidity Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The accompanying interim financial statements
        have been prepared assuming that the Company will continue as a going
        concern, which contemplates, among other things, the realization of assets
        and satisfaction of liabilities in the normal course of business. For
        the quarter ended December 31, 2004, the Company has a loss from operations
        of $28,446 and an accumulated deficit of $34,908. The Company
        intends to fund operations through equity financing arrangements, which
        may be insufficient to fund its capital expenditures, working capital
        and other cash requirements for the year ending September 30, 2005.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The ability of the Company to emerge
        from the exploration stage is dependent upon, among other things, obtaining
        additional financing to continue operations, explore and develop the mineral
        properties and the discovery, development and sale of ore reserves.                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In response to these problems, management
        intends to raise additional funds through public or private placement
        offerings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These factors, among others, raise substantial
        doubt about the Company’s ability to continue as a going concern.
        The accompanying interim financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

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Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004Expressed in US Funds Unaudited

|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies- Continued
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                         | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                            | The preparation of financial statements in conformity
        with U.S. generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and liabilities
        at the date of the financial statements and the reported amount of revenues
        and expenses during the reporting period. Actual results could differ
        from those estimates. The Company’s periodic filings with the Securities
        and Exchange Commission include, where applicable, disclosures of estimates,
        assumptions, uncertainties and markets that could affect the financial
        statements and future operations of the Company.
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | d)                                         | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                            | Cash and cash equivalents include cash in banks,
        money market funds, and certificates of term deposits with maturities
        of less than three months from inception, which are readily convertible
        to known amounts of cash and which, in the opinion of management, are
        subject to an insignificant risk of loss in value.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | e)                                         | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                            | The Company has been in the exploration stage since
        its formation in August 4, 2004 and has not yet realized any revenue from
        its planned operations. It is primarily engaged in the acquisition, exploration
        and development of mining properties. Mineral property acquisition and
        exploration costs are expensed as incurred. 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. Such costs will be amortized using the units-of-production
        method over the estimated life of the probable reserve.                                                        
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | f)                                         | Environmental Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                            | The operations of the Company have been, and may
        in the future, be affected from time to time in varying degree by changes
        in environmental regulations, including those for future reclamation and
        site restoration costs. Both the likelihood of new regulations and their
        overall effect upon the Company vary greatly and are not predictable.
        The Company's policy is to meet or, if possible, surpass standards set
        by relevant legislation, by application of technically proven and economically
        feasible measures.                                                                                                                                                                                                  
|   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                            | Environmental expenditures that relate to ongoing
        environmental and reclamation programs are charged against earnings as
        incurred or capitalized and amortized depending on their future economic
        benefits. Estimated future reclamation and site restoration costs, when
        the ultimate liability is reasonably determinable, are charged against
        earnings over the estimated remaining life of the related business operation,
        net of expected recoveries.                                                                                                                                                                                                                                                                           

F-7

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Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004Expressed in US Funds Unaudited

|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies–
      Continued
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | g)                                               | Fair Value of Financial Instruments and Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                  | The Company has adopted Statement of Financial Accounting
        Standards (“SFAS”) Number 119, “Disclosure About Derivative
        Financial Instruments and Fair Value of Financial Instruments.”
        The carrying amounts of cash and cash equivalents, funds held in trust,
        accrued liabilities and amounts due to related parties approximate their
        fair values because of the short maturity of these items. Certain fair
        value estimates may be subject to and involve, uncertainties and matters
        of significant judgment, and, therefore, cannot be determined with precision.
        Changes in assumptions could significantly affect these estimates. The
        Company does not hold or issue financial instruments for trading purposes,
        nor does it utilize derivative instruments in the management of its foreign
        exchange, commodity price or interest rate market risks.                                                                                                                                                                 
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | h)                                               | Segmented Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                  | SFAS Number 131, “Disclosure About Segments
        of an Enterprise and Related Information”, changed the way public
        companies report information about segments of their business in their
        quarterly reports issued to shareholders. It also requires entity-wide
        disclosures about the products and services an entity provides, the material
        countries in which it holds assets and reports revenues and its major
        customers. The Company presently operates only in Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | i)                                               | Federal Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                  | Deferred income taxes are reported for timing differences
        between items of income or expense reported in the financial statements
        and those reported for income tax purposes in accordance with SFAS Number
        109, “Accounting for Income Taxes”, which requires the use
        of the asset/liability method of accounting for income taxes. Deferred
        income taxes and tax benefits are recognized for the future tax consequences
        attributable to differences between the financial statement carrying amounts
        of existing assets and liabilities and their respective tax bases, and
        for tax loss and credit carryforwards. Deferred tax assets and liabilities
        are measured using enacted tax rates expected to apply to taxable income
        in the years in which those temporary differences are expected to be recovered
        or settled. The Company provides for deferred taxes for the estimated
        future tax effects attributable to temporary differences and carryforwards
        when realization is more likely than not.
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | j)                                               | Earnings (Loss) per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                  | The Company has adopted Financial Accounting Standards
        Board (“FASB”) Statement Number 128, “Earnings per Share,”
        (“EPS”) which requires presentation of basic and diluted EPS
        on the face of the income statement for all entities with complex capital
        structures and requires a reconciliation of the numerator and denominator
        of the basic EPS computation to the numerator and denominator of the diluted
        EPS computation. In the accompanying financial statements, basic earnings
        (loss) per share is computed by dividing net income/loss by the weighted
        average number of shares of common stock outstanding during the period.                                                                                                                                                                                                                                                                                                                                                                                                          

F-8

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Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004 Expressed in US Funds Unaudited

|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies–
      Continued
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | k)                                               | Risks and Uncertainties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The Company operates in the resource
        exploration industry that is subject to significant risks and uncertainties,
        including financial operational, technological and other risks associated
        with operating a resource exploration business, including the potential
        risk of business failure.                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | l)                                               | Foreign Currency Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The Company’s functional currency
        is the Canadian dollar. The Company’s reporting currency is the
        U.S. dollar. All transactions initiated in Canadian dollars are translated
        into U.S. dollars in accordance with SFAS No. 52 "Foreign Currency Translation"
        as follows:                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | Adjustments arising from such translations
        are deferred until realization and are included as a separate component
        of shareholders’ equity as a component of comprehensive income or
        loss. Therefore, translation adjustments are not included in determining
        net income but reported as other comprehensive income. No significant
        realized exchange gain or losses were recorded in the period ended December
        31, 2004.                                                                                                                                                                                                                                  
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | For foreign currency transactions, the
        Company translates these amounts to the Company’s functional currency
        at the exchange rate effective on the invoice date. If the exchange rate
        changes between the time of purchase and the time actual payment is made,
        a foreign exchange transaction gain or loss results which is included
        in determining net income for the period.                                                                                                                                                                                                                                                                                    
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | m)                                               | Concentrations of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The Company’s financial instruments
        that are exposed to concentrations of credit risk primarily consist of
        its cash and cash equivalents and related party payables. The Company
        places its cash and cash equivalents with financial institutions of high
        credit worthiness. At times, its cash and cash equivalents with a particular
        financial institution may exceed any applicable government insurance limits.
        The Company’s management also routinely assesses the financial strength
        and credit worthiness of any parties to which it extends funds, and as
        such, it believes that any associated credit risk exposures are limited.
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | n)                                               | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The Company was not a party to any derivative
        financial instruments during the reported fiscal period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-9

---

Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004Expressed in US Funds Unaudited

|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies–
      Continued
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | o)                                               | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The Company accounts for stock-based compensation
        issued to employees using the intrinsic value method as prescribed by
        Accounting Principles Board Opinion (“APB”) No. 25, “Accounting
        for Stock Issued to Employees”. Under the intrinsic value method,
        compensation is the excess, if any, of the fair value of the stock at
        the grant date or other measurement date over the amount an employee must
        pay to acquire the stock. Compensation, if any, is recognized over the
        applicable service period, which is usually the vesting period. The Financial
        Accounting Standards Board (“FASB”) has issued SFAS No. 123,
        “Accounting for Stock-Based Compensation”, as amended by SFAS
        No. 148, “Accounting for Stock-Based Compensation - Transition and
        Disclosure, an amendment of FASB Statement No. 123” and interpreted
        by FASB Interpretation No. (“FIN”) 44, “Accounting for
        certain Transactions Involving Stock Compensation, an Interpretation of
        APB No. 25”. This standard, if fully adopted, changes the method
        of accounting for all stock-based compensation to the fair value method.
        For stock options and warrants, fair value is determined using an option
        pricing model that takes into account the stock price at the grant date,
        the exercise price, the expected life of the option or warrant and the
        annual rate of quarterly dividends. Compensation expense, if any, is recognized
        over the applicable service period, which is usually the vesting period.
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | The adoption of the accounting methodology of SFAS
        No. 123 for employees is optional and the Company has elected to continue
        accounting for stock-based compensation issued to employees using APB
        No. 25; however, pro forma disclosures, as if the Company had adopted
        the cost recognition requirements under SFAS No. 123, are required to
        be presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | As at December 31, 2004, the Company had no stock-based
        compensation plans nor had it granted options to employees. The Company
        would account for such grants under the recognition and measurement principles
        of APB No. 25, and related Interpretations. No stock-based employee compensation
        cost is reflected in net loss, as no options had been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | p)                                               | Comprehensive Income (Loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                  | SFAS No. 130, “Reporting Comprehensive Income”, establishes
      standards for reporting and display of comprehensive income and its components
      in a full set of general-purpose financial statements. For the period ended
      December 31, 2004, the Company had no items of other comprehensive income.
      Therefore, net loss equals comprehensive loss for the period ended December
      31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-10

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Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004 Expressed in US Funds Unaudited

|   |                                                                                                                                                                                                                                                                                                                                                                   | 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3. | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                   | 
|   | By agreement dated September
        30, 2004 with Xennex Development Corporation (“Xennex”), the
        Company acquired a 100% interest in certain properties consisting of 20
        unpatented mineral claims, known as the Blue and Bell property (“the
        Property”) located in the Dawson Mining Division of the Yukon Territories,
        Canada.
|   |                                                                                                                                                                                                                                                                                                                                                                   | 
|   | Upon execution of the agreement,
        Xennex transferred 100% interest in the mineral claims to a director and
        officer of the Company in trust for the Company for CDN$50,000 to
        be paid as follows:                                                                                                                                          

| |                                                                  |   | Cash      | 
| | ---------------------------------------------------------------- | - | --------- | 
| |                                                                  |   | Payments  | 
| |                                                                  |   | (Canadian | 
| |                                                                  |   | dollars)  | 
| | Upon signing of the agreement and transfer
      of title (paid) | $ | 5,000     | 
| | On or before September 30, 2005                                  |   | 5,000     | 
| | On or before September 30, 2006                                  |   | 10,000    | 
| | On or before September 30, 2007                                  |   | 10,000    | 
| | On or before September 30, 2008                                  |   | 20,000    | 
| |                                                                  | $ | 50,000    | 

|   | All cash payments shall be made within
        30 days of the due date, otherwise the mineral property rights will revert
        back to Xennex.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In addition, the Company must incur
        exploration expenditures in the amount of CDN$50,000 over five years
        after the execution of the agreement. The exploration programs recommended
        by a third party geologist in the amount of CDN$35,000 shall be part
        of this expenditure commitment and this work shall be done in the year
        2005. Failure to fulfill the exploration expenditure requirement will
        result to the properties reverting back to Xennex. An equivalent cash
        payment may be made to Xennex instead of the work commitment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is also responsible to maintain
        the mineral claims in good standing by paying all the necessary rents,
        taxes and filing fees associated with the Property.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Property is subject to a 3% Net
        Smelter Return (“NSR”). The NSR can be reduced to 1.5% upon
        payment to Xennex of CDN$1,000,000 at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-11

---

Electrum Mining Limited(An Exploration Stage Company)Interim Notes to Financial Statements December
  31, 2004 Expressed in US Funds Unaudited

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Due to Related Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | As of December 31, 2004, the Company
        was obligated to directors, who are also officers, and are shareholders,
        for a non-interest bearing demand loan with a balance of $27,734 (2004
        - $27,000). This amount includes the $15,000 advanced to the Company’s
        legal counsel (Note 6) and $12,000 loaned to the Company to
        fund its operations. The $734 is owed to one of the Company’s
        directors and was subsequently paid back in January, 2005.                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company signed an agreement to pay
        $25,000 in legal fees once the SB-2 Registration Statement has been
        declared effective. During the prior period, the Company advanced its
        legal counsel $15,000 which was accordingly classified as funds held
        in trust. The remaining balance of $10,000 was paid in December 2004.
        As the Registration Statement has been declared effective during this
        period, the entire $25,000 has been classified as a professional fees
        expense.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Recent accounting pronouncements that are listed below did
      and/or are not currently expected to have a material effect on the Company’s
      financial statements.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | FASB Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | FASB Interpretations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Subsequent to period end, the Company’s
      Board of Directors passed a resolution with the intent to issue shares at
      $0.02 per share for a minimum gross proceeds of $50,000.                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-12

---

|ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS
|------- | ----------------------------------

This report includes a number of forward- looking statements
  that reflect our current views with respect to future events and financial performance.
  Forward-looking statements are often identified by words like: believe, expect,
  estimate, anticipate, intend, project and similar expressions, or words which,
  by their nature, refer to future events. You should not place undue certainty
  on these forward-looking statements, which apply only as of the date of this
  prospectus. These forward-looking states are subject to certain risks and uncertainties
  that could cause actual results to differ materially from historical results
  or out predictions.

Plan of Operation

We are a start-up, exploration stage corporation and have
  not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means
  that there is substantial doubt that we can continue as an on-going business
  for the next twelve months unless we obtain additional capital to pay our bills.
  This is because we have not generated any revenues and no revenues are anticipated
  until we begin removing and selling minerals. There is no assurance we will
  ever reach this point. Accordingly, we must raise cash from sources other than
  the sale of minerals found on the property. That cash must be raised from other
  sources. Our only other source for cash at this time is investments by others.
  We must raise cash to implement our project and stay in business. If we raise
  the amount of money in our public offering, we believe it, together with the
  loans and purchase of shares by the directors ($27,000 in loans and $15,000
  in share purchases) will last a minimum of twelve months.

We will be conducting research in the form of exploration of
  the property. Our exploration program is explained in as much detail as possible
  in the business section of this prospectus. We are not going to buy or sell
  any plant or significant equipment during the next twelve months.

The property is located on Squaw Creek, a tributary of Clear
  Creek, in the central Yukon Territories, Canada.

Our exploration target is to find an ore body containing gold.
  Our success depends upon finding mineralized material. This includes a determination
  by our consultant if the property contains reserves. We have not selected a
  consultant as of the date of this prospectus and will not do so until our offering
  is successfully completed, if that occurs, of which there is no assurance. Mineralized
  material is a mineralized body, which has been delineated by appropriate spaced
  drilling or underground sampling to support sufficient tonnage and average grade
  of metals to justify removal. If we don’t find mineralized material or
  we cannot remove mineralized material, either because we do not have the money
  to do it or because it is not economically feasible to do it, we will cease
  operations and you will lose your investment.

In addition, we may not have enough money to complete our
  exploration of the property. If it turns out that we have not raised enough
  money to complete our exploration program, we will try to raise additional funds
  from a second public offering, a private placement or loans. At the present
  time, we have not made any plans to raise additional money and there is no assurance
  that we would be able to raise

3

---

additional money in the future. In we need additional money
  and cant raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals,
  if any, exist on our properties and if any minerals which are found can be economically
  extracted and profitably processed.

The property is undeveloped raw land. Exploration and surveying
  has not been initiated and will not be initiated until we raise money in our
  public offering. That is because we do not have money to start exploration.
  Once the offering is concluded, we intend to start exploration operations. To
  our knowledge, the property has never been mined. The only event that has occurred
  is the staking of the property at the direction of Mr. Robert S. Adamson and
  a property examination and report by Professional Engineer Robert F. McIntyre.

Before minerals retrieval can begin, we must explore for and
  find mineralized material. After that has occurred we have to determine if it
  is economically feasible to remove the mineralized material. Economically feasible
  means that the costs associated with the removal of the mineralized material
  will not exceed the price at which we can sell the mineralized material. We
  can’t predict what that will be until we find mineralized material.

We do not know if we will find mineralized material. We believe
  that activities occurring on adjoining properties are not material to our activities.
  The reason is that what ever is located under adjoining property may or may
  not be located under the property.

We do not claim to have any minerals or reserves whatsoever
  at this time on any of the property.

We intend to implement an exploration program which consists
  of establishing a grid and taking soil samples at regular intervals. The soil
  samples will be analyzed to determine if elevated amounts of minerals are present.
  The results will be plotted on a map to determine where the elevated areas of
  mineralization occur. Rock samples and geological mapping and prospecting will
  be done by competent professionals. Preliminary geophysical surveying will also
  be done if sufficient funds are available to try and locate anomalies which
  may be caused by mineralization which is not evident on surface. Based upon
  the results of the exploration Mr. Scheving will determine, in consultation
  with our consultants, if the property is to be dropped or further exploration
  work done. Mr. Scheving will not receive fees for his services. The proceeds
  from our public offering are designed only to fund the costs of an exploration
  program recommended by professional engineer Mr. Robert McIntyre. Additional
  funding will be required to take the property to a more advanced stage of exploration.
  We intend to take our samples to analytical chemists geochemists, and registered
  assayers in Vancouver, British Columbia. We have not selected any of the foregoing
  as of the date of this prospectus. We will only make the selections in the event
  we raise the minimum amount of our public offering.

We estimate the cost of the proposed work program to be $20,000.
  This is composed of $8,400 for a grid soil sampling program, $8,400
  for geological surveying and prospecting, $2,000 for analysis, and $1,200
  for office, mail couriers, equipment and SEC filing costs. We estimate it will
  take up to 15 days to complete the program. We will begin the program 90 days
  after the completion of the offering, weather permitting. If sufficient funds
  are raised, we will do a preliminary geophysical program.

4

---

We do not intend to interest other companies in the property
  if we find mineralized materials. We intend to try to develop the reserves ourselves
  through the use of consultants. We have no plans to interest other companies
  in the property if we do not find mineralized material.

If we are unable to complete any phase of exploration because
  we don’t have enough money, we will cease operations until we raise more
  money. If we can’t or don’t raise more money, we will cease operations.
  If we cease operations, we don’t know what we will do and we don’t
  have any plans to do anything.

We do not intend to hire additional employees at this time.
  All of the work on the property will be conduct by unaffiliated independent
  contractors that we will hire. The independent contractors will be responsible
  for surveying, geology, engineering, exploration, and excavation. The geologists
  will evaluate the information derived from the exploration and excavation and
  the engineers will advise us on the economic feasibility of removing the mineralized
  material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon
  which to base an evaluation of our performance. We are an exploration stage
  corporation and have not generated any revenues from operations. We cannot guarantee
  we will be successful in our business operations. Our business is subject to
  risks inherent in the establishment of a new business enterprise, including
  limited capital resources, possible delays in the exploration of our properties,
  and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the
  research and exploration of our properties before we start production of any
  minerals we may find. We are seeking equity financing to provide for the capital
  required to implement our research and exploration phases. We believe that the
  funds raised from our public offering will allow us to operate for one year.

We have no assurance that future financing will be available
  to us on acceptable terms. If financing is not available on satisfactory terms,
  we may be unable to continue, develop or expand our operations. Equity financing
  could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

To meet our need for cash we are attempting to raise money
  from our public offering. We cannot guarantee that we will be able to raise
  enough money through our public offering to stay in business. Whatever money
  we do raise, will be applied to the items set forth in the Use of Proceeds section
  of this prospectus. If we find mineralized material and it is economically feasible
  to remove the mineralized material, we will attempt to raise additional money
  through a subsequent private placement, public offering or through loans. If
  we do not raise all of the money we need from our public offering to complete
  our exploration of the property, we will have to find alternative sources, like
  a second public offering, a private placement of securities, or loans from our
  officers or others.

We have discussed this matter with our officers and directors
  and Mr. Dedemus has agreed to advance funds as needed until the public offering
  is completed or failed and has agreed to pay the cost of reclamation of the
  property should mineralized material not be found thereon. Mr. Dedemus has advanced
  $27,000 to date. At the present time, we have not made any arrangements
  to raise additional cash, other than through our public offering. If we need
  additional cash and can't raise it we will either

5

---

have to suspend operations until we do raise the cash, or
  cease operations entirely. The funds raised in our public offering, together
  with the loans advanced, will allow the company to operate for a minimum of
  one year. Other than as described in this paragraph, we have no other financing
  plans.

We acquired one property containing twenty claims. The property
  is staked and we will begin our exploration plan upon completion of our public
  offering, weather permitting. We expect to start exploration operations within
  90 days of completing our public offering, weather permitting. As of the date
  of this prospectus we have yet to being operations and therefore we have yet
  to generate any revenues.

Since inception, we have issued 750,000 shares of our common
  stock and received $15,000.

We have received $27,000 in loans from Mr. Dedemus, one
  of our directors.

As of the date of this prospectus, we have yet to begin operations
  and therefore have not generated any revenues.

We issued 500,000 shares of common stock pursuant to the exemption
  from registration set forth in section 4(2) of the Securities Act of 1933 in
  December 31, 2004. The purchase price of the shares was $10,000. This was
  accounted for as an acquisition of shares. Lloyd Dedemus covered our initial
  expenses of $15,000 for incorporation and legal fees and $12,000 for
  a payment on the mineral property and working capital. The amount owed to Mr.
  Dedemus is non-interest bearing, unsecured and due on demand. Further the agreement
  with Mr. Dedemus is oral and there is no written document evidencing the agreement.

As of December 31, 2004, our total assets were $9,326 and our total liabilities
  were $29,500.

|ITEM 3. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and Procedures

Douglas W. Scheving, our Chief Executive Officer and Chief
  Financial Officer has evaluated the effectiveness of our disclosure controls
  and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the
  Securities Exchange Act of 1934, as amended (the Exchange Act )) as of the end
  of the period covered by this quarterly report (the Evaluation Date ). Based
  on such evaluation, he has concluded that, as of the Evaluation Date, our disclosure
  controls and procedures are effective in alerting us on a timely basis to material
  information required to be included in our reports filed or submitted under
  the Exchange Act.

Changes in Internal Controls

There were no significant changes in our internal controls
  or, to the Company's knowledge, in other factors that could significantly affect
  the Company's disclosure controls and procedures subsequent to the date the
  Company carried out this evaluation.

PART II - OTHER INFORMATION

|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------

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On December 13, 2004, our public offering was declared effective by the SEC
  (SEC file no. 333-120788). We are attempting to raise a minimum of $50,000
  and a maximum of $80,000 by selling shares of our common stock at $0.02
  per share. There is no underwriter involved in our public offering. As of the
  date of this report we have not sold any shares.

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.
|------- | ---------------------------------

|(a) | The following Exhibits are attached hereto:                                                          
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|    | Exhibit No. Document Description                                                                     
|    |                                                                                                      
|    | 31.1                                                                                                 
|    |                                                                                                      
|    | 32.1                                                                                                 
|    |                                                                                                      
|(b) | Reports on Form 8-K                                                                                  
|    |                                                                                                      
|    | The Company filed no reports on Form 8-K during
      the three month period ended December 31, 2004.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized on this 8th day of February, 2005.

| | ELECTRUM MINING LIMITED
| | -----------------------
| | (Registrant)           
| |                        
| | BY:                    

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