SECURITIES
      AND EXCHANGE COMMISSION





Washington,
      D.C. 20549





**FORM
      10-QSB**





QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      quarterly period ended March 31, 2006


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 No. 0-15260





**Element
      21 Golf Company**


(Exact
      name of small business issuer as specified in its charter)





Delaware
            88-0218411(State
                or other jurisdiction of incorporation or organization)
            (Internal
                Revenue Service Employer Identification
                No.)





**200
      Queens Quay E., Toronto, Ontario, Canada, M5A 4K9**


(Address
      of principal Executive offices Zip Code)





**416-362-2121**


Issuer's
      telephone number, including area code





**207
      Queens Quay W. #455, Toronto, Ontario, Canada, M5J 2A7**


Former
      name, former address and formal fiscal year 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.   Yes x  No  o





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the last practicable date, **99,630,554** shares
      of common stock, par value $.01 per share as of May 1, 2006.





Transitional
      Small Business Disclosure Format (Check One) Yes o  No x










Element
      21 Golf Company





INDEX


Page
                Number**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1
            Consolidated
                Condensed Financial Statements:Balance
                sheets as of March 31, 2006 (unaudited) and June 30, 2005
            3Statements
                of Operations for the Three and Nine Months Ended March 31, 2006
                and
                2005
            4Statements
                of Cash Flows for the Nine Months Ended March 31, 2006 and
                2005
            5Notes
                to Unaudited Financial Statements
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            9Item
                3
            Controls
                and Procedures
            13**PART
                II**
            **OTHER
                INFORMATION**Item
                1
            Legal
                Proceedings
            14Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14Item
                3
            Defaults
                upon Senior Securities
            14Item
                4
            Submission
                of Matters to a Vote of Security Holders
            14Item
                5
            Other
                Information
            14Item
                6
            Exhibits
            15**SIGNATURES**
            
            16**EXHIBITS**











**PART
      1 – FINANCIAL INFORMATION**


**Item
      1 – Financial
      Statements**





**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      CONDENSED BALANCE SHEETS**





**March
                31, 2006**
            
            **June
                30, 2005****(unaudited)****-
                ASSETS -****CURRENT
                ASSETS:**Cash
            
            **$**
            **157,084**
            
            $
            1,148Accounts
                receivable - net of allowance for doubtful accounts of
                $nil
            
            
            **3,915**
            
            
            36,451Inventories
            
            
            **143,864**
            
            
            170,928Prepaid
                expenses and other current assets
            
            
            **17,878**
            
            
            6,380**TOTAL
                CURRENT ASSETS**
            
            
            **322,741**
            
            
            214,907**FIXED
                ASSETS – NET**
            
            
            **501,371**
            
            
            12,712**TOTAL
                ASSETS**
            
            **$**
            **824,112**
            
            $
            227,619**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable
            
            **$**
            **445,968**
            
            $
            416,446Accrued
                expenses
            
            
            **623,866**
            
            
            543,000Accrued
                interest
            
            
            **8,511**
            
            
            -Convertible
                notes
            
            
            **540,000**
            
            
            -**TOTAL
                CURRENT LIABILITIES**
            
            
            **1,618,345**
            
            
            959,446**LONG-TERM
                LIABILITIES:**Accounts
                payable **–** related parties
            
            
            **86,723**
            
            
            483,764Loans
                and advances **–** officers/shareholders
            
            
            **504,001**
            
            
            484,251**TOTAL
                LONG-TERM LIABILITIES**
            
            
            **590,724**
            
            
            968,015**SHAREHOLDERS’
                DEFICIT:**Preferred
                stock, $0.10 par value, authorized 5,000,000 shares, 2,113,556
                outstanding
            
            
            **211,356**
            
            
            -Common
                stock, $.01 par value; 100,000,000 shares authorized 99,630,554 and
                87,487,241 shares issued and outstanding at March 31, 2006 and June
                30,
                2005, respectively
            
            
            **996,306**
            
            
            874,872Additional
                paid-in capital
            
            
            **13,236,468**
            
            
            10,141,767Accumulated
                deficit
            
            
            **(15,829,087**
            **)**
            
            (12,716,481
            )**(1,384,957**
            **)**
            
            (1,699,842
            )**$**
            **824,112**
            
            $
            227,619


See
      notes
      to consolidated financial statements.


Page
          3


**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE THREE AND NINE MONTHS ENDED MARCH 31, 2006 AND
      2005**


**(unaudited)**





**Three
                Months Ended March 31**
            
            **Nine
                months Ended March 31****2006**
            
            **2005**
            
            **2006**
            
            **2005****REVENUES**
            
            **$**
            **17,529**
            
            $
            16,835
            
            **$**
            **43,229**
            
            $
            16,835**COSTS
                AND EXPENSES**Costs
                of sales
            
            
            **7,001**
            
            
            11,810
            
            
            **21,125**
            
            
            11,810General
                and administrative
            
            
            **1,557,089**
            
            
            150,551
            
            
            **2,852,199**
            
            
            651,242Interest
                expense
            
            
            **8,511**
            
            
            -
            
            
            **8,511**
            
            
            -**TOTAL
                COSTS AND EXPENSES**
            
            
            **1,572,601**
            
            
            162,361
            
            
            **2,881,835**
            
            
            663,052**LOSS
                FROM OPERATIONS - BEFORE PROVISION FOR INCOME
                TAXES**
            
            
            **(1,555,072**
            **)**
            
            (145,526
            )
            
            **(2,838,606**
            **)**
            
            (646,217
            )Provision
                for income taxes
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -**NET
                LOSS**
            
            
            **(1,555,072**
            **)**
            
            (145,526
            )
            
            **(2,838,606**
            **)**
            
            (646,217
            )Preferred
                stock dividend
            
            
            **274,000**
            
            
            -
            
            
            **274,000**
            
            
            -**NET
                LOSS APPLICABLE TO COMMON SHAREHOLDERS**
            
            **$**
            **(1,829,072**
            **)**
            $
            (145,526
            )
            **$**
            **(3,112,606**
            **)**
            $
            (646,217
            )Basic
                and diluted weighted average shares
            
            
            **99,523,233**
            
            
            86,653,312
            
            
            **98,601,652**
            
            
            85,748,203Basic
                and diluted loss per share
            
            **$**
            **(0.02**
            **)**
            $
            (0.00
            )
            **$**
            **(0.03**
            **)**
            $
            (0.01
            )





See
      notes
      to consolidated financial statements.


Page
          4


**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED MARCH 31, 2006 AND 2005**


**(unaudited)**





**Nine
                Months Ended March 31**
            ********
            ****
            **2006**
            ****
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(2,838,606**
            **)**
            $
            (646,217
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Compensatory
                stock
            
            
            **959,935**
            
            
            288,000Depreciation
            
            
            **161,972**
            
            
            1,152Changes
                in:Accounts
                receivable
            
            
            **32,536**
            
            
            -Inventories
            
            
            **27,064**
            
            
            (187,879
            )Prepaid
                expenses and other current assets
            
            
            **(11,498**
            **)**
            
            (961
            )Accounts
                payable
            
            
            **921,168**
            
            
            384,266Accrued
                expenses
            
            
            **630,866**
            
            
            3,742Accrued
                interest
            
            
            **8,511**
            
            
            -Net
                cash used in operating activities
            
            
            **(108,052**
            **)**
            
            (157,897
            )**CASH
                FLOW FROM INVESTING ACTIVITY:**Purchase
                of capital assets
            
            
            **(650,631**
            **)**
            
            (13,193
            )Net
                cash used in investing activity
            
            
            **(650,631**
            **)**
            
            (13,193
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Advances
                from related parties
            
            
            **274,869**
            
            
            56,324Loan
                proceeds from shareholders
            
            
            **19,750**
            
            
            113,222Proceeds
                from sale of warrants to purchase common stock
            
            
            **80,000**
            
            
            -Convertible
                debentures issued
            
            
            **540,000**
            
            
            -Net
                cash provided from financing activities
            
            
            **914,619**
            
            
            169,546**NET
                INCREASE (DECREASE) IN CASH**
            
            
            **155,936**
            
            
            (1,544
            )**CASH,
                BEGINNING OF PERIOD**
            
            
            **1,148**
            
            
            2,794**CASH,
                END OF PERIOD**
            
            **$**
            **157,084**
            
            $
            1,250







**SUPPLEMENTAL
                CASH FLOW INFORMATION:**(a)Interest
                paid
            
            **$**
            **-**
            
            $
            -Taxes
                paid
            
            **$**
            **-**
            
            $
            -





(b)
      During the quarter ended March 31, 2006 the Company satisfied payables
      aggregating $2,113,556 through the issuance of 2,113,556 shares of preferred
      stock.





See
      notes
      to consolidated financial statements.


Page
          5





**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**


**March
      31, 2006**


**(Unaudited)**





**NOTE
      1          NATURE OF BUSINESS
      AND OPERATIONS:**





Element
      21 Golf Company and subsidiaries (the “Company” and or “Element 21”) designs,
      develops and has begun to market, Scandium alloy golf products.  The
      first products manufactured using the Company’s proprietary technology have been
      recently produced and the Company commenced distribution to wholesalers and
      retail markets during the last quarter of its fiscal year ended June 30,
      2005.





The
      Company is subject to a number of risks similar to those of other companies
      in
      the early stages of operations.  Principal among these risks are
      dependencies on key individuals, competition from other current or substitute
      products and larger companies, the successful marketing of its products and
      the
      need to obtain adequate financing necessary to fund future
      operations.  Certain consultants, who are also stockholders of the
      Company, have advanced funds to allow the Company to acquire aluminum Scandium
      alloy concentrate from Russia and to acquire critical lateral forging equipment
      made in the US, both of which were shipped to South Korea to enable the
      production of Scandium alloy golf shafts.





The
      accompanying unaudited consolidated condensed financial statements have been
      prepared from the books and records of Element 21 on the same basis as the
      annual financial statements and are consistent with the instructions to Form
      10-QSB and Rule 310 of Regulation S-B.  Accordingly, the accompanying
      financial statements do not include all the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      All significant inter-company accounts and transactions have been eliminated
      in
      consolidation. In the opinion of management, all adjustments (consisting of
      normal recurring adjustments) considered necessary for a fair presentation
      have
      been included. Operating results for the periods ended March 31, 2006 are not
      necessarily indicative of the results that may be expected for the year ending
      June 30, 2006. For further information, refer to the consolidated financial
      statements and footnotes thereto included in the Company's annual report for
      the
      year ended June 30, 2005.




**NOTE
      2          FUTURE
      OPERATIONS/GOING CONCERN** :





These
      interim financial statements have been presented on the basis that the Company
      is a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business.  The
      Company has only recently begun producing revenues however, not on any
      consistent basis.  Even with the generation of revenues from the sale
      of golf shafts now being produced and sold, the Company expects to incur
      expenses in excess of revenues for an indefinite period.





Key
      financial information follows:


**March
                31, 2006**
            
            **June
                30, 2005**Negative
                working capital
            
            **$**
            **1,295,604**
            
            $
            744,539**March
                31, 2006**
            
            
            **March
                31, 2005**Net
                lossfor the three month period ended
            
            **$**
            **1,555,072**
            
            $
            145,526Net
                loss for the nine month period ended
            
            
            **2,838,606**
            
            
            646,217





As
      shown
      in the accompanying financial statements, during the three and nine months
      ended
      March 31, 2006 the Company incurred a net loss of $1,555,072 and $2,838,606
      respectively (2005 - $145,526 and $646,217 respectively). Cash used in
      operations during the nine month periods ended March 31, 2006 and 2005 was
      $108,052 and $157,897 respectively.





These
      factors, among others, raise significant doubt about the Company’s ability to
      continue as a going concern.  The unaudited consolidated condensed
      financial statements do not include any adjustments relating to the
      recoverability and classification of assets or the amounts and classification
      of
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern.  The Company’s continuation as a going concern is
      dependent upon its ability to generate sufficient cash flow and meet its
      obligations on a timely basis and ultimately attain
      profitability.  Since acquiring the Element 21 Technologies golf
      development business, the Company has depended on advances and consulting
      services from consultants engaged by the Company.  Absent these
      continuing advances and services, the Company could not continue with the
      development and marketing of its golf products.


Page
          6





**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**


**March
      31, 2006**


**(Unaudited)**





**NOTE
      2          FUTURE
      OPERATIONS/GOING CONCERN (CONTINUED)** :





Managements’
      plans for the Company include more aggressive marketing, raising additional
      capital and other strategies designed to optimize shareholder value. However,
      no
      assurance can be made that management will be successful in fulfilling all
      components of its plan. The failure to achieve these plans will have a material
      adverse effect on the Company’s financial position, results of operations and
      ability to continue as a going concern.





**NOTE
      3          RELATED PARTY
      ADVANCES:**





During
      the nine month period ended March 31, 2006, certain related parties advanced
      to
      the Company a total of $274,869.  These advances are recorded as an
      increase in loans. The advances non-interest bearing and due on
      demand.





Accrued
      expenses includes accrued management fees payable to officers and consultants
      to
      the corporation in respect of services performed.





**NOTE
      4          NET LOSS PER
      SHARE:**





Basic
      net
      loss per share is computed by dividing net loss by the weighted average number
      of common shares outstanding for the periods.  Diluted net loss per
      share reflects, in addition to the weighted average number of common shares,
      the
      potential dilution if stock options and warrants outstanding were exercised
      and/or converted into common stock, unless the effect of such equivalent shares
      was anti-dilutive.





For
      the
      three and nine months ended March 31, 2006 and 2005, the effect of stock options
      and other potentially dilutive shares were excluded from the calculation of
      diluted net loss per common shares, as their inclusion would have been
      anti-dilutive.  Therefore diluted loss per share is equal to basic
      loss per share.





**NOTE
      5          CONVERTIBLE
      NOTES:**





Between
      January 17, 2006 and March 8, 2006 the Company issued a series of convertibles
      notes for proceeds of $540,000. The notes are due one year from the date of
      issuance and bear interest at 10% per annum. The principal and accrued interest
      are convertible into common shares of the Company at the option of the investor,
      in the event that the Company consummates an equity transaction for gross
      proceeds of at least $5 million (the “Conversion Event”), at the same price as
      such equity is issued (the “Conversion Price”). Also, the holder of $200,000 of
      the notes has the option to convert at a price of $0.17 per share in the case
      of
      a Conversion Event. The lenders also received three separate warrants, each
      of
      which entitle the investor to invest an amount equal to the investor's note
      investment in the purchase of additional shares of the Company at the Conversion
      Price. These warrants expire evenly after 12, 24 and 36 months from the date
      of
      issuance.




Page
          7


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**


**March
      31, 2006**


**(Unaudited)**





**NOTE
      6          PREFERRED
      SHARES:**





In
      February 2006, the Company issued a total of 2,113,556 shares of newly
      designated Series A Convertible Preferred Stock in order to settle outstanding
      debts owed to officers and consultants of the Company (a portion of which were
      for unpaid consulting fees) in the aggregate amount of $2,113,556. The shares
      of
      Series A Convertible Preferred Stock are convertible at the option of the
      holder, at any time after issuance. Each share of Series A Convertible Preferred
      Stock is convertible into that number of shares of common stock of the Company
      as is equal to the Original Issue Price of shares of Series A Convertible
      Preferred Stock, or $1.00, by the Conversion Price which is initially equal
      to
      $0.255 and is subject to adjustment in certain cases. Each share of Series
      A
      Convertible Preferred Stock carries with it the right to fifty votes.





Also,
      in
      February 2006, the Company issued a warrant to purchase 1,000,000 shares of
      the
      Company’s common stock at a price of $0.01 as part of the Company’s repayment of
      outstanding indebtedness to a creditor of the company. The warrants vested
      immediately and are exercisable for a three year period from the date of
      issuance.





All
      of
      the foregoing securities were issued upon reliance on the exemption from the
      Securities Act registration requirements contained in Section 4(2) of the
      Securities Act.




Page
          8


**ITEM
      2           MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





**Cautionary
      Statement Regarding Forward-Looking Information**





Under
      the
      Private Securities Litigation Reform Act of 1995, companies are provided with
      a
“safe harbor” for making forward-looking statements about the potential risks
      and rewards of their strategies.  Forward-looking statements often
      include the words “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate” or similar expressions.  In this Form 10-QSB,
      forward-looking statements also include:





·       
      statements about our business plans;


·       
      statements about the potential for the development, public acceptance of new
      product;


·       
      estimates of future financial performance;


·       
      predictions of national or international economic, political or market
      conditions;


·       
      statements regarding other factors that could affect our future operations
      or
      financial position; and


·       
      other statements that are not matters of historical fact.





These
      statements may be found under “Management’s Discussion and Analysis or Plan of
      Operation” as well as in this Form 10-QSB generally.  Our
      ability to achieve our goals depends on many known and unknown risks and
      uncertainties, including changes in general economic and business
      conditions.  These factors could cause our actual performance and
      results to differ materially from those described or implied in forward-looking
      statements.





These
      forward looking statements speak only as of the date of this Form
      10-QSB.  We believe it is in the best interests of our investors to
      use forward-looking statements in discussing future events.  However,
      we are not required to, and you should not rely on us to, revise or update
      these
      statements or any factors that may materially affect actual results, whether
      as
      a result of new information, future events or otherwise.  You should
      carefully review the risk factors described in this Form 10-QSB and also review
      the other documents we file from time to time with the Securities and Exchange
      Commission (“SEC”).





**Results
      of Operations**





**Three
      and Nine Months Ended March 31, 2006 and 2005**





For
      the
      three and nine month periods ended March 31, 2006 the Company had revenue of
      $17,529 and $43,229 respectively, incurred costs of sales of $7,001 and $21,125
      respectively, and incurred general and administrative expenses of $1,557,089
      and
      $2,852,199 respectively. Included in general and administrative expenses for
      the
      three and nine month periods ended March 31, 2006 is a non-cash charge of
      $62,195 and $959,935 respectively, representing the value of common shares
      issued for services provided by consultants. This resulted in a net loss of
      $1,555,072 for the past three months, and a net loss of $2,838,606 for the
      past
      nine months. The Company had $16,835 in revenues and $11,810 in costs of goods
      sold during the same periods in the prior year, all coming in the three months
      ended March 31, 2005. General and administrative expenses were $150,551 and
      $651,242 in the three and nine month comparative periods in 2005, resulting
      in a
      net loss of $145,526 and $646,217 respectively.  The primary reason
      for the higher amount of general and administrative expenses during the three
      and nine month periods ended March 31, 2006 is due to increased expenditures
      incurred in the marketing of our product of $130,582 and management fees of
      $1,204,242.





**Financial
      Condition, Liquidity and Capital Resources**





The
      Company has negative working capital as of March 31, 2006 of
      $1,295,604.  The Company retains consultants who are also significant
      stockholders of the Company to perform development and public company reporting
      activities in exchange for stock of the Company.  At June 30, 2005, we
      had a working capital deficiency of $744,539.  Our continuation as a
      going concern will require that we raise significant additional
      capital.





Absent
      continued issuance of common stock for services by these consultants and
      continued advances by stockholders of the Company, the Company cannot
      manufacture its golf shaft product line or market golf products based on its
      technologies.  The Company is actively searching for capital to
      implement its business plans, supply the Company with products for distribution,
      and develop collateral materials for its potential customer
      base.  There can be no assurance such capital will be raised on terms
      acceptable to the Company or raised at all. If this capital is raised, it may
      cause significant dilution to the Company’s stockholders or may cause the
      Company to increase its outstanding indebtedness.


Page
          9





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its common stock since
      its inception and does not anticipate the declaration or payment of cash
      dividends in the foreseeable future.  The Company intends to retain
      earnings, if any, to finance the development and expansion of its
      business.  The Company’s future dividend policy will be subject to the
      discretion of the Board of Directors and will be contingent upon future
      earnings, if any, the Company's financial condition, capital requirements,
      general business conditions and other factors.  Therefore, there can
      be no assurance that dividends of any kind will ever be paid.





**Effect
      of Inflation**





Management
      believes that inflation has not had a material effect on its operations for
      the
      periods presented.





**Risk
      Factors**





**We
      Have A Limited Operating History And A History Of Substantial Operating
      Losses.**





We
      have a
      history of substantial operating losses and an accumulated deficit of
      $15,829,087 as of March 31, 2006 ($12,716,481 as of June 30, 2005). We have
      historically experienced cash flow difficulties primarily because our expenses
      have exceeded our revenues.  We expect to incur additional operating
      losses.  These factors, among others, raise significant doubt about
      our ability to continue as a going concern. If we are unable to generate
      sufficient revenue from our operations to pay expenses or we are unable to
      obtain additional financing on commercially reasonable terms, our business,
      financial condition and results of operations will be materially and adversely
      affected.





**We
      Will Need Additional Financing In Order to Continue Our Operations Which We
      May
      Not Be Able to Raise.**





We
      will
      require additional capital to finance our future operations.  We can
      provide no assurance that we will obtain additional financing sufficient to
      meet
      our future needs on commercially reasonable terms or otherwise.  If we
      are unable to obtain the necessary financing, our business, operating results
      and financial condition will be materially and adversely affected.





**We
      Have No Employees and Our Success Is Dependent On Our Ability to Retain And
      Attract Consultants to Operate Our Business and There Is No Assurance That
      We
      Can Do So.**





As
      of
      March 31, 2006, we have no employees and utilize the services of consultants.
      Nataliya Hearn, PhD, who is also our CEO and President based in Toronto, Canada,
      oversees the Company’s engineering, alloy supply and production.  Jim
      Morin, who is also our Vice-President, Secretary and Treasurer, and Frank Gojny,
      both of whom are based in California, oversee the development, testing and
      United States Golf Association compliance for golf products.





The
      Duran
      Group was added in December 2004 to consult on the sales and marketing of the
      Company.  Our future success will depend in large part upon our
      ability to attract and retain highly skilled technical, managerial, sales and
      marketing personnel and consultants.  There is significant competition
      for such personnel in our industry.  There can be no assurance that we
      will continue to be successful in attracting and retaining the consultants
      and/or personnel we require to develop new and enhanced technologies and to
      grow
      and operate profitably.





**Our
      Performance Depends On Market Acceptance Of Our Products and We Cannot Be Sure
      That Our Products Are Commercially Viable.**





We
      expect
      to derive a substantial portion of our future revenues from the sales of
      Scandium alloy golf shafts that are only now entering the initial marketing
      phase.  Although we believe our products and technologies will be
      commercially viable, these are new and untested products.  If markets
      for our products fail to develop, develop more slowly than expected or are
      subject to substantial competition, our business, financial condition and
      results of operations will be materially and adversely
      affected.


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          10





**We
      Depend On Strategic Marketing Relationships and If We Fail to Maintain or
      Establish Them, Our Business Plan May Not
      Succeed.**





We
      expect
      our future marketing efforts will focus in part on developing business
      relationships with distributors that will market our products to their
      customers. The success of our business depends on selling our products and
      technologies to a large number of distributors and retail customers. Our
      inability to enter into and retain strategic relationships, or the inability
      to
      effectively market our products, could materially and adversely affect our
      business, operating results and financial condition.





**Competition
      From Traditional Golf Equipment Providers May Increase And We May Not Be Able
      to
      Adequately Compete.**





The
      market for golf shafts is highly competitive.  There are a number of
      other established providers that have greater resources, including more
      extensive research and development, marketing and capital than we do and also
      have greater name recognition and market presence.  These competitors
      could reduce their prices and thereby decrease the demand for our products
      and
      technologies.  These competitors may lower their prices to compete
      with us.  We expect competition to intensify in the future, which
      could also result in price reductions, fewer customers and lower gross
      margins.





**Rapidly
      Changing Technology And Substantial Competition May Adversely Affect Our
      Business.**





Our
      business is subject to rapid changes in technology.  We can provide no
      assurances that research and development by competitors will not render our
      technology obsolete or uncompetitive.  We compete with a number of
      companies that have technologies and products similar to those offered by us
      and
      have greater resources, including more extensive research and development,
      marketing and capital than we do.  We can provide no assurances that
      we will be successful in marketing our existing products and developing and
      marketing new products in such a manner as to be effective against our
      competition.  If our technology is rendered obsolete or we are unable
      to compete effectively, our business, operating results and financial condition
      will be materially and adversely affected.





**Litigation
      Concerning Intellectual Property Could Adversely Affect Our
      Business.**





We
      rely
      on a combination of trade secrets, trademark law, contractual provisions,
      confidentiality agreements and certain technology and security measures to
      protect our trademarks, license, proprietary technology and
      know-how.  However, we can provide no assurance that competitors will
      not infringe upon our rights in our intellectual property or that competitors
      will not similarly make claims against us for infringement.  If we are
      required to be involved in litigation involving intellectual property rights,
      our business, operating results and financial condition will be materially
      and
      adversely affected.





It
      is
      possible that third parties might claim infringement by us with respect to
      past,
      current or future technologies.  We expect that participants in our
      markets will increasingly be subject to infringement claims as the number of
      services and competitors in our industry grows.  Any claims, whether
      meritorious or not, could be time-consuming, result in costly litigation and
      could cause service upgrade delays or require us to enter into royalty or
      licensing agreements.  These royalty or licensing agreements might not
      be available on commercially reasonable terms or at all.





**Defects
      In Our Products May Adversely Affect Our Business.**





Complex
      technologies such as the technologies developed by us may contain defects when
      introduced and also when updates and new products are released. Our introduction
      of technology with defects or quality problems may result in adverse publicity,
      product returns, reduced orders, uncollectible or delayed accounts receivable,
      product redevelopment costs, loss of or delay in market acceptance of our
      products or claims by customers or others against us. Such problems or claims
      may have a material and adverse effect on our business, financial condition
      and
      results of operations.


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          11





**There
      Are Risks Associated With Our Stock Trading On The NASD OTC Bulletin Board
      Rather Than A National Exchange.**





There
      are
      significant consequences associated with our stock trading on the NASD OTC
      Bulletin Board rather than a national exchange. The effects of not being able
      to
      list our securities on a national exchange include:





-
      Limited
      release of the market prices of our securities;


-
      Limited
      news coverage of us;


-
      Limited
      interest by investors in our securities;


-
      Volatility of our stock price due to low trading volume;


-
      Increased difficulty in selling our securities in certain states due to “blue
      sky” restrictions; and


-
      Limited
      ability to issue additional securities or to secure additional
      financing.





**“Penny
      Stock” Regulations May Impose Certain Restrictions On The Marketability of Our
      Securities.**





The
      Securities and Exchange Commission (the “Commission”) has adopted regulations
      which generally define “penny stock” to be any equity security that has a market
      price (as defined) less than $5.00 per share, subject to certain exceptions.
      The
      Company's Common Stock is presently subject to these regulations which impose
      additional sales practice requirements on broker-dealers who sell such
      securities to persons other than established customers and accredited investors
      (generally those with assets in excess of $1,000,000 or annual income exceeding
      $200,000, or $300,000 together with their spouse). For transactions covered
      by
      these rules, the broker-dealer must make a special suitability determination
      for
      the purchase of such securities and have received the purchaser's written
      consent to the transaction prior to the purchase. Additionally, for any
      transaction involving a penny stock, unless exempt, the rules require the
      delivery, prior to the transaction, of a risk disclosure document mandated
      by
      the Commission relating to the penny stock market. The broker-dealer must also
      disclose the commission payable to both the broker-dealer and the registered
      representative, current quotations for the securities and, if the broker-dealer
      is the sole market maker, the broker-dealer must disclose this fact and the
      broker-dealer's presumed control over the market. Finally, monthly statements
      must be sent disclosing recent price information for the penny stock held in
      the
      account and information on the limited market in penny stocks. Consequently,
      the
“penny stock” rules may restrict the ability of broker-dealers to sell the
      Company's securities and may negatively affect the ability of purchasers of
      the
      Company's shares of Common Stock to sell such securities.




Page
          12


**ITEM
      3           CONTROLS AND
      PROCEDURES:**





(a)
      Evaluation of disclosure controls and procedures.  Management,
      including our Chief Executive Officer and Principal Financial Officer, carried
      out an evaluation of the effectiveness of our disclosure controls and procedures
      as of the end of the period covered by this quarterly report.  Based
      on this evaluation, our Chief Executive Officer and Principal Financial Officer
      concluded that our disclosure controls and procedures were effective to provide
      a reasonable level of assurance that the information required to be disclosed
      in
      the reports filed or submitted by us under the Securities Exchange Act of 1934
      is recorded, processed, summarized and reported within the requisite time
      periods.





(b)
      Changes in internal control over financial reporting.  There were no
      changes in our internal control over financial reporting that occurred during
      the last fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial reporting.




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          13


**PART
      II - OTHER INFORMATION**





**Item
      1             LEGAL
      PROCEEDINGS**





No
      material developments.





**Item
      2             UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





Between
      January 17, 2006 and March 8, 2006 the Company issued a series of convertibles
      notes for proceeds of $540,000. The notes are due one year from the date of
      issuance and bear interest at 10% per annum. The principal and accrued interest
      are convertible into common shares of the Company at the option of the investor,
      in the event that the Company consummates an equity transaction for gross
      proceeds of at least $5 million (the “Conversion Event”), at the same price as
      such equity is issued (the “Conversion Price”). Also, the holder of $200,000 of
      the notes has the option to convert at a price of $0.17 per share in the case
      of
      a Conversion Event. The lenders also received three separate warrants, each
      of
      which entitle the investor to invest an amount equal to the investor's note
      investment in the purchase of additional shares of the Company at the Conversion
      Price. These warrants expire evenly after 12, 24 and 36 months from the date
      of
      issuance.





In
      February 2006, the Company issued a total of 2,113,556 shares of newly
      designated Series A Convertible Preferred Stock in order to settle outstanding
      debts owed to officers and consultants of the Company (a portion of which were
      for unpaid consulting fees) in the aggregate amount of $2,113,556. The shares
      of
      Series A Convertible Preferred Stock are convertible at the option of the
      holder, at any time after issuance. Each share of Series A Convertible Preferred
      Stock is convertible into that number of shares of common stock of the Company
      as is equal to the Original Issue Price of shares of Series A Convertible
      Preferred Stock, or $1.00, by the Conversion Price which is initially equal
      to
      $0.255 and is subject to adjustment in certain cases. Each share of Series
      A
      Convertible Preferred Stock carries with it the right to fifty votes.





Also,
      in
      February 2006, the Company issued a warrant to purchase 1,000,000 shares of
      the
      Company’s common stock as part of the Company’s repayment of outstanding
      indebtedness to a creditor of the company. The warrants vested immediately
      and
      are exercisable for a three year period from the date of issuance.





All
      of
      the foregoing securities were issued upon reliance on the exemption from the
      Securities Act registration requirements contained in Section 4(2) of the
      Securities Act.





**Item
      3             DEFAULT
      UPON SENIOR SECURITIES**





None





**Item
      4             SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**Item
      5             OTHER
      INFORMATION**





None


Page
          14


**Item
      6             EXHIBITS**





**Exhibit
                No.**
            ****
            **Exhibit
              Description**31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                200231.2
            
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                200232.1
            
            Certification
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                200232.2
            
            Certification
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002




Page
          15


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the Registrant has duly caused this report to be signed on
      its
      behalf by the undersigned, thereunto duly authorized.





**Element
              21 Golf Company**Date: May
              18,
              2006
            By:
            /s/ Natalia
              HearnNataliya Hearn, Ph.D.
              President and Director


Date: May
              18, 2006
            By:
            /s/ Jim
              MorinJim MorinTreasurer,
                Secretary and Director


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            16