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**UNITED STATESSECURITIES 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 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

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 ColumbiaCanada 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

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ELECTRUM MINING LIMITED

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2005

Expressed in US Funds

Unaudited

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|Electrum Mining Limited        | Statement 1
|------------------------------ | -----------
|(An Exploration Stage Company) |            
|Interim Balance Sheets         |            
|Expressed in US Funds          |            

|                                                                     |   | As at       |   |   | As at         |  
|-------------------------------------------------------------------- | - | ----------- | - | - | ------------- | -
|                                                                     |   | June 30,    |   |   | September 30, |  
|                                                                     |   | 2005        |   |   | 2004          |  
|ASSETS                                                               |   | (unaudited) |   |   | (audited)     |  
|                                                                     |   |             |   |   |               |  
|Current                                                              |   |             |   |   |               |  
|Cash and cash equivalents                                            | $ | 43,235      |   | $ | 18,038        |  
|Funds held in trust
      (Note 6)                                   |   | -           |   |   | 15,000        |  
|Prepaid expenses                                                     |   | 7,908       |   |   | -             |  
|                                                                     | $ | 51,143      |   | $ | 33,038        |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|LIABILITIES                                                          |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|Current                                                              |   |             |   |   |               |  
|Accrued liabilities                                                  | $ | 1,500       |   | $ | 2,500         |  
|Due to related party
      (Note 5)                                  |   | 27,000      |   |   | 27,000        |  
|                                                                     |   | 28,500      |   |   | 29,500        |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|Going Concern(Note 1)                                                |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|STOCKHOLDERS’ EQUITY                                                 |   |             |   |   |               |  
|                                                                     |   |             |   |   |               |  
|Capital Stock(Note 4)                                                |   |             |   |   |               |  
|Authorized:                                                          |   |             |   |   |               |  
|100,000,000
      common shares, $0.00001 par value                  |   |             |   |   |               |  
|Issued and
      outstanding shares:                                 |   |             |   |   |               |  
|3,250,000
      (2004 – 500,000) shares                              |   | 33          |   |   | 5             |  
|                                                                     |   |             |   |   |               |  
|Capital in
      excess of par value                                 |   | 64,967      |   |   | 9,995         |  
|Deficit accumulated
      during the exploration stage - Statement 3 |   | (42,357     | ) |   | (6,462        | )
|Equity– Statement 3                                                  |   | 22,643      |   |   | 3,538         |  
|                                                                     | $ | 51,143      |   | $ | 33,038        |  

- See Accompanying Notes -

---

|Electrum Mining Limited        | Statement 2
|------------------------------ | -----------
|(An Exploration Stage Company) |            
|Interim Statements of Loss     |            
|Expressed in US Funds          |            
|Unaudited                      |            

|                                                    |   | Cumulative from |   |   |               |   |   |               |  
|--------------------------------------------------- | - | --------------- | - | - | ------------- | - | - | ------------- | -
|                                                    |   | Inception       |   |   |               |   |   |               |  
|                                                    |   | (August 4,      |   |   | Nine-Months   |   |   | Three-Months  |  
|                                                    |   | 2004) to        |   |   | Ended         |   |   | Ended         |  
|                                                    |   | June 30, 2005   |   |   | June 30, 2005 |   |   | June 30, 2005 |  
|Expenses (Income)                                   |   |                 |   |   |               |   |   |               |  
|Mineral property
      costs                        | $ | 4,190           |   | $ | 252           |   | $ | 252           |  
|Professional
      fees                             |   | 35,692          |   |   | 33,193        |   |   | 2,223         |  
|Interest and
      bank charges                     |   | 309             |   |   | 285           |   |   | (31           | )
|Office and
      supplies                           |   | 426             |   |   | 426           |   |   | 245           |  
|Transfer agent
      fees                           |   | 2,095           |   |   | 2,095         |   |   | 885           |  
|Loss Before Other Items                             |   | (42,712         | ) |   | (36,251       | ) |   | (3,574        | )
|                                                    |   |                 |   |   |               |   |   |               |  
|Other Items                                         |   |                 |   |   |               |   |   |               |  
|Foreign exchange
      gain                         |   | 355             |   |   | 356           |   |   | 306           |  
|                                                    |   |                 |   |   |               |   |   |               |  
|Loss for the Period                                 | $ | (42,357         | ) | $ | (35,895       | ) | $ | (3,268        | )
|                                                    |   |                 |   |   |               |   |   |               |  
|                                                    |   |                 |   |   |               |   |   |               |  
|Basic and Diluted Loss per Common
      Share       |   |                 |   | $ | (0.02         | ) | $ | (0.00         | )
|                                                    |   |                 |   |   |               |   |   |               |  
|Weighted Average Number of Shares
      Outstanding |   |                 |   |   | 1,508,272     |   |   | 3,055,556     |  

- See Accompanying Notes -

---

|Electrum Mining Limited                          | Statement 3
|------------------------------------------------ | -----------
|(An Exploration Stage Company)                   |            
|Interim Statements of Stockholders’
      Equity |            
|Expressed in US Funds                            |            
|Unaudited                                        |            

|                                    |               |  |   |               |  |   |            |  |   | Deficit           |   |   |         |  
|----------------------------------- | ------------- |  | - | ------------- |  | - | ---------- |  | - | ----------------- | - | - | ------- | -
|                                    |               |  |   |               |  |   | Capital in |  |   | Accumulated       |   |   |         |  
|                                    | Common Shares |  |   | Excess of Par |  |   | During the |  |   |                   |  
|                                    | Shares        |  |   | Amount        |  |   | Value      |  |   | Exploration 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 | )
|Common shares issued
      for      |               |  |   |               |  |   |            |  |   |                   |   |   |         |  
|Cash
      at $0.02 per share       | 2,500,000     |  |   | 25            |  |   | 49,975     |  |   | -                 |   |   | 50,000  |  
|                                    |               |  |   |               |  |   |            |  |   |                   |   |   |         |  
|Loss for the period                 | -             |  |   | -             |  |   | -          |  |   | (4,181            | ) |   | (4,181  | )
|                                    |               |  |   |               |  |   |            |  |   |                   |   |   |         |  
|Balance – March 31, 2005            | 3,250,000     |  | $ | 33            |  | $ | 64,967     |  | $ | (39,089           | ) | $ | 25,911  |  
|                                    |               |  |   |               |  |   |            |  |   |                   |   |   |         |  
|Loss for the period                 | -             |  |   | -             |  |   | -          |  |   | (3,268            | ) |   | (3,268  | )
|                                    |               |  |   |               |  |   |            |  |   |                   |   |   |         |  
|Balance – June 30, 2005             | 3,250,000     |  | $ | 33            |  | $ | 64,967     |  | $ | (42,357           | ) | $ | 22,643  |  

- See Accompanying Notes -

---

|Electrum Mining Limited          | Statement 4
|-------------------------------- | -----------
|(An Exploration Stage Company)   |            
|Interim Statements of Cash Flows |            
|Expressed in US Funds            |            
|Unaudited                        |            

|                                                              |   | Cumulative     |   |   |             |   |   | Three-   |  
|------------------------------------------------------------- | - | -------------- | - | - | ----------- | - | - | -------- | -
|                                                              |   | from Inception |   |   | Nine-Months |   |   | Months   |  
|                                                              |   | (August 4,     |   |   | Ended       |   |   | Ended    |  
|                                                              |   | 2004) to June  |   |   | June 30,    |   |   | June 30, |  
|Cash Resources Provided By (Used
      In)                    |   | 30, 2005       |   |   | 2005        |   |   | 2005     |  
|                                                              |   |                |   |   |             |   |   |          |  
|Operating Activities                                          |   |                |   |   |             |   |   |          |  
|Loss for the period                                           | $ | (42,357        | ) | $ | (35,895     | ) | $ | (3,268   | )
|Changes in operating assets and liabilities:                  |   |                |   |   |             |   |   |          |  
|Prepaid expenses                                              |   | (7,908         | ) |   | (7,908      | ) |   | (7,908   | )
|Funds held in trust                                           |   | -              |   |   | 15,000      |   |   | -        |  
|Accrued liabilities                                           |   | 1,500          |   |   | (1,000      | ) |   | (270     | )
|                                                              |   | (48,765        | ) |   | (29,803     | ) |   | (11,446  | )
|                                                              |   |                |   |   |             |   |   |          |  
|Financing Activities                                          |   |                |   |   |             |   |   |          |  
|Advances from related
      parties                           |   | 27,000         |   |   | -           |   |   | -        |  
|Issuance of capital
      stock                               |   | 65,000         |   |   | 55,000      |   |   | -        |  
|                                                              |   | 92,000         |   |   | 55,000      |   |   | -        |  
|                                                              |   |                |   |   |             |   |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents          |   | 43,235         |   |   | 25,197      |   |   | (11,446  | )
|Cash and cash equivalent
      position – Beginning of period |   | -              |   |   | 18,038      |   |   | 54,681   |  
|                                                              |   |                |   |   |             |   |   |          |  
|Cash and Cash Equivalents Position
      – End of Period      | $ | 43,235         |   | $ | 43,235      |   | $ | 43,235   |  

- See Accompanying Notes -

---

|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|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 fiscal 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.                                                                                              
|  
|   | 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 nine-months ended June 30, 2005, the Company had a loss of $35,895
        and an accumulated deficit of $42,357. 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|2. | Significant Accounting Policies- Continued
|-- | ------------------------------------------
|  
|   | c)                                        
|  
|   |                                           
|  
|   | d)                                        
|  
|   |                                           
|  
|   | e)                                        
|  
|   |                                           
|  
|   | f)                                        
|  
|   |                                           
|  
|   |                                           

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|2. | Significant Accounting Policies– Continued
|-- | ------------------------------------------
|  
|   | g)                                        
|  
|   |                                           
|  
|   | h)                                        
|  
|   |                                           
|  
|   | i)                                        
|  
|   |                                           
|  
|   | j)                                        
|  
|   |                                           

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|2. | Significant Accounting Policies– Continued
|-- | ------------------------------------------
|  
|   | k)                                        
|  
|   |                                           
|  
|   | l)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
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|   | m)                                        
|  
|   |                                           
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|   | n)                                        
|  
|   |                                           

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|2. | Significant Accounting Policies– Continued
|-- | ------------------------------------------
|  
|   | o)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   | p)                                        
|  
|   |                                           
|  

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|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. A payment of CDN$10,000
        was advanced towards the work program on May 16, 2005 and was recorded
        as a prepaid expense in the balance sheet during the period. During the
        period from July 9 to July 23, work was performed on the property and
        consisted of installing a grid, conducting a magnetic survey, prospecting,
        and a selective soil-sampling program.
|  
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|Electrum Mining Limited              
|-------------------------------------
|(An Exploration Stage Company)       
|Notes to Interim Financial Statements
|June 30, 2005                        
|Expressed in US Funds                
|Unaudited                            
|                                     
|                                     

|5. | Due to Related Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | As of June 30, 2005, the Company was obligated
        to a director and a shareholder, for a non-interest bearing demand loan
        with a balance of $27,000 (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.                                                                                                                                                                                         
|  
|  
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | During the prior fiscal period, the Company
        signed an agreement to pay $25,000 in legal fees once the SB-2 Registration
        Statement has been declared effective. 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 the 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 not and/or are not currently expected to have a material
        effect on the Company’s financial statements.                                                                                                                                                                                                                                                                                                                                                     
|  
|   | FASB Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | FASB Interpretations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | **•**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  

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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
  statements are subject to certain risks and uncertainties that could cause actual
  results to differ materially from historical results or our 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 for our expenses. This is because
  we have not generated any revenues and no revenues are anticipated until we
  begin exploiting our mineral properties. There is no assurance we will ever
  reach this point. Accordingly, we must raise sufficient capital from sources
  other than the sale of minerals found on the property. 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. We raised $50,000 from our public offering.
  Under this offering we sold 2,500,000 shares at $0.02 per share to 44 shareholders,
  thus we have a total of 3,250,000 shares issued and outstanding to 47 shareholders
  (includes the 3 directors of the company). We believe this, together with the
  loan from a director of $27,000, will enable us to fund our activities for
  the next twelve months. As of June 30, 2005 we have cash on hand of $43,235.

We
  will use the above-mentioned funds to explore our resource property located
  at Squaw Creek, a tributary of Clear Creek, in the central Yukon Territories,
  Canada. We do not intend to acquire or dispose of any plant or significant equipment
  during the next twelve months.

Our
  exploration target is to find an ore body containing gold. Our success depends
  upon finding mineralized material. This includes a determination by our geological
  consultant if the property contains reserves.

Electrum has retained Aurora Geosciences Ltd., of Whitehorse, Yukon to do exploration work on the property. Aurora has done work in the immediate area last year and is knowledgeable about local conditions.

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 cannot find or remove mineralized
material, either because of financial limitations or because of economic infeasibility of the minerals, we will cease operations and you may lose your investment.

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We
  feel that we have enough money to complete our exploration of the property,
  for the next 12 months. However, 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.

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

The
  property is undeveloped raw land.

Aurora
  Geosciences of Whitehorse, Yukon, has been retained to do mineral exploration
  on the Company’s Blue and Bell properties. The work program consists of
  a magnetic survey and geochemical sampling as well as geological mapping and
  prospecting. The magnetic survey will identify mineralized areas, which will
  then be sampled. The use of the magnetic survey first will allow the crew to
  concentrate on areas, which have a higher chance of containing mineralization.
  Approximately 11 days will be spent on the property installing a grid, conducting
  a magnetic survey, prospecting and selective soil sampling program (200 samples),
  which would be based upon the results of the magnetic survey.

The
  work program started July 9, 2005 and was finished on July 23, 2005. The crew
  did not find any visible mineralization worthy of an early report. The geochemical
  samples are being sent to ACME labs in Vancouver B.C. A technical report is
  expected on or about September 15, 2005. The work program is estimated to cost
  $23,996 CDN ($20,000 USD) and a $10,000 CDN ($8,000 USD) advance
  was paid on May 16, 2005.

To
  our knowledge, the property has never been mined. The only event previous to
  our exploration program 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 do not have any effect on our activities.
  The reason is that what ever is located under adjoining property may or may
  not be located under our property.

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

The
  exploration program for 2005 consists of establishing a grid and taking soil
  samples at regular intervals. A magnetic survey was done to try and locate mineralization,
  which is not evident on surface. Geochemical sampling will be concentrated in
  the areas of mineralization identified by the magnetic survey. 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. Competent professionals will do rock samples and geological mapping and
  prospecting. Based upon the results of the exploration Mr. Scheving, president
  will determine, in consultation with our consultants, if the property is to
  be dropped or further exploration work is to be done. Mr. Scheving will not
  receive fees for his services.

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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
  estimate the cost of the proposed work program to be $20,000 USD. This is
  composed of Mobilization/demobilization $2,480, Field crew charges (wages)
  $13,970, Sample analysis $5,000, Groceries $770, Consumables $250,
  and to produce the report $1,500

We
  do not intend to interest other companies in the property if we find mineralized
  materials. We intend to explore the reserves ourselves through the use of consultants.

If
  we are unable to complete any phase of exploration because of financial difficulty,
  we will cease operations until we raise more money.

We
  do not intend to hire additional employees at this time. Unaffiliated independent
  consultants that we will hire will conduct all of the work on the property.
  The independent consultants 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 will conduct into the research and exploration
  of our properties before we start production of any minerals we may find. We
  believe that the funds raised from our public offering will allow us to operate
  for at least 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 raised $50,000 from our public offering. We cannot
  guarantee that we have raised enough money through the public offering to stay
  in business. The money we have raised will be applied to the items set forth
  in the Use of Proceeds section of the SB-2 filed with the SEC. 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 debt financing.

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We
  have discussed this matter with our officers and directors and Mr. Dedemus has
  agreed to advance funds as needed 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 cannot raise it, we will either 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 20 mineral claims. The exploration work program
  began on July 9, 2005 and was finished on July 23, 2005. No visible mineralization
  worthy of comment was discovered. Approximately 200 geochemical samples have
  been sent to ACME Laboratories in Vancouver for analysis. A technical report
  discussing the results of the program is expected on or about September 15,
  2005.

Since
  inception, we have issued 3,250,000 shares of our common stock and received
  $65,000.

We
  received a $27,000 loan from Mr. Dedemus, one of our directors.

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

Since
  inception of the Company on August 4, 2004 to June 30, 2005, the Company has
  issued 3,250,000 common shares at $0.02 per share for total proceeds of
  $65,000. 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 June 30, 2005, our total assets were $51,143 and our total liabilities
  were $28,500.

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.

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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.

On
  December 13, 2004, our public offering was declared effective by the SEC (SEC
  file no. 333-120788). We have raised $50,000 by selling 2,500,000 shares
  of our common stock at $0.02 per share, to 44 shareholders. This offering
  was closed by the Company on March 16, 2005. There was no underwriter involved
  in our public offering.

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

(a) The following Exhibits
  are attached hereto:

| | Exhibit No. | Document Description                                                                                                                                                                                      
| | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                                                                                                           
| | 31.1        | Certification of Principal Executive Officer
      and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a),
      promulgated under the Securities Exchange Act of 1934, as amended.
| |             |                                                                                                                                                                                                           
| | 32.1        | Certification of Chief Executive Officer and
      Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 Of The Sarbanes-Oxley Act of 2002.                

(b) Reports on Form 8-K

The Company filed no reports on Form 8-K during the nine-month period ended June 30, 2005.

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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 11th day of August, 2005.

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

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