CONSOLIDATED GEMS, INC. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - CONSOLIDATED GEMS, INC.	a6719057ex32_2.htm
EX-32.1 - EXHIBIT 32.1 - CONSOLIDATED GEMS, INC.	a6719057ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - CONSOLIDATED GEMS, INC.	a6719057ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - CONSOLIDATED GEMS, INC.	a6719057ex31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------------

FORM 10- Q

----------------------------

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the Quarterly Period Ended March 31, 2011
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: 000-53735

———————

ELECTRUM INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

———————

Delaware	26-0267587
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

Level 8, 580 St Kilda Road
Melbourne, Victoria, Australia	3004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 001 (613) 8532 2800

ProIndia International, Inc.

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

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* o Yes o No

* The registrant has not yet been phased into the interactive data requirements

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.

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

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

There were 172,800,000 shares of common stock outstanding on May 10, 2011. ¨

Table Of Contents

			PAGE NO

PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements		2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3	Quantitative and Qualitative Disclosure about Market Risk		11
Item 4	Controls and Procedures		11

PART II	OTHER INFORMATION

Item 1	Legal Proceedings		12
Item 1A	Risk Factors		12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		12
Item 3	Defaults Upon Senior Securities		12
Item 4	Removed and Reserved		12
Item 5	Other Information		12
Item 6	Exhibits		12


SIGNATURES			13

EXHIBIT INDEX			14

Exh. 31.1		Certification	15
Exh. 31.2		Certification	17
Exh. 32.1		Certification	19
Exh. 32.2		Certification	20

PART I – FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

Introduction to Interim Financial Statements.

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

In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2011, the results of its operations and the changes in it’s cash flows for the three month periods ended March 31, 2011 and 2010, have been included. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

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

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

ELECTRUM INTERNATIONAL, INC.

Balance Sheet

	March 31, 2011 (Unaudited)			December 31, 2010
	$			$

ASSETS

Current Assets:
Cash		309			1,410
Prepayments		4,743			1,181
Total Current Assets		5,052			2,591

Total Assets		5,052			2,591

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current Liabilities:
Accounts payable and accrued expenses		41,760			30,849
Total Current Liabilities		41,760			30,849

Non Current Liabilities:
Advances from affiliate		1,541,938			1,501,779
Total Non Current Liabilities		1,541,938			1,501,779


Total Liabilities		1,583,698			1,532,628

Stockholders’ (Deficit):
Common stock: $.0001 par value 500,000,000 shares authorised, and 172,800,000 shares issued and outstanding		17,280			17,280
Additional paid-in capital		21,120			21,120
Accumulated (deficit) during development stage		(1,568,437	)		(1,568,437	)
Accumulated (deficit)		(48,609	)		-
Total Stockholders’ (Deficit)		(1,578,646	)		(1,530,037	)

Total Liabilities and Stockholders’ (Deficit)		5,052			2,591

See notes to financial statements

ELECTRUM INTERNATIONAL, INC.

Statements of Operations

(Unaudited)

	For the three months ended March 31
	2011			2010
Revenues	$-			$-

Cost and expenses
Legal, accounting and professional		11,283			8,373
Administration expense		14,959			16,139
		26,242			24,512

(Loss) from operations		(26,242	)		(24,512	)
Foreign currency exchange (loss)		(22,367	)		(9,725	)
Interest - other		-			2
(Loss) before income tax		(48,609	)		(34,235	)
Provision for income tax		-			-
Net (loss)		(48,609	)		(34,235	)

Basic net (loss) per common equivalent shares		(0.00	)		(0.00	)

Weighted number of common equivalent
shares (000’s)		172,800			172,800

See notes to financial statements

ELECTRUM INTERNATIONAL, INC.

Statements of Stockholders’ Equity (Deficit)

for the period ended March 31, 2011

(Unaudited)

	Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated (Deficit)			Total
				$		$		$			$


Balance, December 31, 2010		172,800,000		17,280		21,120		(1,568,437	)		(1,530,037	)

Net (loss)		-		-		-		(48,609	)		(48,609	)

Balance, March 31, 2011		172,800,000	$	17,280	$	21,120	$	(1,617,046	)	$	(1,578,646	)


See notes to financial statements

ELECTRUM INTERNATIONAL, INC.

Statements of Cash Flows

(Unaudited)

	For the three months ended March 31
		2011 $		2010 $

CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)		(48,609	)	(34,235	)

Adjustments to reconcile net (loss) to net cash used in operating activities
Net change in prepayments		(3,562	)	-
Net change in accounts payable and accrued expenses		10,911		(113,355	)

Net Cash used in Operating Activities		(41,260	)	(147,590	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from - affiliate		40,159		149,944

Net increase (decrease) in Cash		(1,101	)	2,354

Cash at Beginning of Period		1,410		376

Cash at End of Period		309		2,730


See notes to financial statements

ELECTRUM INTERNATIONAL, INC.

Notes to Financial Statements

March 31, 2011

(1)	ORGANIZATION AND BUSINESS

Electrum International, Inc. ("Electrum” or the “Company"), formerly ProIndia International, Inc. is a Delaware corporation originally incorporated in Florida as We Sell for U Corp. (“We Sell for U”). The principal stockholder of Electrum is Power Developments Pty Ltd., an Australian corporation (“Power”), an entity majority owned by the Company’s President, which owned 95.83% of Electrum as of March 31, 2011.

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

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

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

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

(2)	RECENT ACCOUNTING PRONOUNCEMENTS

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

(3)	AFFILIATE TRANSACTIONS

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

The advances from affiliate at March 31, 2011 in the amount of $1,541,938 is due to AXIS. During the three months ended March 31, 2011, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and advanced funds of $40,159. The Company intends to repay these amounts with funds raised either via additional debt or equity offerings, but as this may not occur within the next 12 months Axis has agreed not to call the advance within the next twelve months and accordingly the company has classified the amounts payable as non-current in the accompanying balance sheet.

(4)	INCOME TAXES

Electrum files its income tax returns on an accrual basis.

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

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

(5)	FAIR VALUE OF FINANCIAL INSTRUMENTS

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

(6)	FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

General

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

Overview

Electrum was originally established with the intention to develop and provide service offerings to facilitate auctions on eBay for individuals and companies who lack the eBay expertise and/or time to list/sell and ship items they wish to sell. In December 2008, Power Developments Pty Ltd, an Australian corporation ("Power") acquired approximately a 96% interest in Electrum from Edward T. Farmer and certain other stockholders. Mr. Farmer resigned as Sole Director and Officer of Electrum, Joseph Gutnick was appointed President, Chief Executive Officer and a Director and Peter Lee was appointed Chief Financial Officer and Secretary.

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

We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. Since inception we have incurred accumulated losses of $1,617,046 which was funded primarily by the sale of equity securities and loans from affiliates.

Description of Current Business Plans and Activities

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

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

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

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

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

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

RESULTS OF OPERATIONS

Three Months Ended March 31, 2011 vs. Three Months Ended March 31, 2010.

Costs and expenses increased from $24,512 in the three months ended March 31, 2010 to $26,242 in the three months ended March 31, 2011.

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

a)	an increase in legal, accounting and professional expense from $8,373 for the three months ended March 31, 2010 to $11,283 for the three months ended March 31, 2011, primarily as a result of an increase in accounting fees for the quarterly review of Form 10-Q.

a decrease in administrative expense from $16,139 in the three months ended March 31, 2010 to $14,959 in the three months ended March 31, 2011, primarily as a result of an additional payment to Dogma in 2009 for ProIndia logo and website design for which there was no comparative in the current year and a decrease in bank charges.

As a result of the foregoing, the loss from operations increased from $24,512 for the three months ended March 31, 2010 to $26,242 for the three months ended March 31, 2011.

A foreign currency exchange loss of $9,725 for the three months ended March 31, 2010 compared to a foreign currency exchange loss of $22,367 for the three months ended March 31, 2011 was recorded as a result of the movement in the Australian dollar versus the US dollar, and the impact of the subsequent revaluation of amounts payable to affiliates.

The net loss was $48,609 for the three months ended March 31, 2011 compared to a net loss of $34,235 for the three months ended March 31, 2010.

Liquidity and Capital Resources

For the three months ended March 31, 2011, net cash used in operating activities was $41,260 consisting of the net loss of $48,609, an increase in accounts payable and accrued expenses of $10,911 and an increase in prepayments of $3,562. For the three months ended March 31, 2011, net cash provided by financing activities was $40,159 consisting of an increase in payable to affiliate.

As of March 31, 2011, the Company had short-term obligations of $41,760 comprising accounts payable and accrued expense and had long-term obligations of $1,541,938 comprising advances payable to an affiliate.

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

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

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

Information Concerning Forward Looking Statements

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

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

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

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

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

·	Movements in foreign exchange rates,

·	Performance of information systems,

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

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

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

At March 31, 2011, the Company had no outstanding loan facilities.

The Company reports in US$ and holds cash in Australian dollars. At March 31, 2011, this amounted to A$300. A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have a US$3 effect on the balance sheet and income statement.

Item 4.

Controls and Procedures.

(a)	Disclosure Controls and Procedures

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

(b)	Changes in Internal Control Over Financial Reporting

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

(c)

Other

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurance of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of March 31, 2011, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Not Applicable

Item 1A.

Risk Factors.

Not Applicable

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Removed and Reserved.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits.

(a) Exhibit No. Description

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002

FORM 10-Q

SIGNATURES

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

Electrum International, Inc.

By: /s/ Joseph I Gutnick

Joseph I. Gutnick

Chairman of the Board, President and

Chief Executive Officer

(Principal Executive Officer)

By: /s/ Craig Michael

Craig Michael

Director and

Executive General Manager

By: /s/ Peter Lee

Peter Lee

Secretary and

Chief Financial Officer

(Principal Financial Officer)

Date: May 10, 2011

EXHIBIT INDEX

Exhibit No. Description

31.1

Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the

Exchange Act

31.2

Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the

Exchange Act

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of Sarbanes-Oxley act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted

pursuant to Section 906 of Sarbanes-Oxley act of 2002

CONSOLIDATED GEMS, INC. - FORM 10-Q - May 11, 2011

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