SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB**





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      quarterly period ended March 31, 2007




OR




oTRANSITION
      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 East, Unit #1, Toronto, Ontario, Canada, M5A
                4K9**(Address
                of principal Executive offices Zip Code)**416-362-2121**Issuer's
                telephone number, including area codeFormer
                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
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2).


Yes o No x





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the last practicable date:


113,390,062
      shares of common stock, par value $0.01 per share as of May 15,
      2007





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














**Element
      21 Golf Company**





INDEX




Page
              Number**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1
            Consolidated
                Condensed Financial Statements:Balance
                Sheets as of March 31, 2007 (unaudited) and June 30, 2006
            3Statements
                of Operations for the Nine and Three Months Ended March 31, 2007
                and 2006
                (unaudited)
            4Statements
                of Cash Flows for the Nine Months Ended March 31, 2007 and 2006
                (unaudited)
            5Notes
                to Unaudited Financial Statements
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            12Item
                3
            Controls
                and Procedures
            16**PART
                II**
            **OTHER
                INFORMATION**Item
                1
            Legal
                Proceedings
            17Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3
            Defaults
                upon Senior Securities
            17Item
                4
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5
            Other
                Information
            17Item
                6
            Exhibits
            17**SIGNATURES**
            18**EXHIBITS**




2


**PART
      1 - FINANCIAL INFORMATION**





**Item
      1 - Financial Statements**




**ELEMENT
      21 GOLF COMPANY**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





March
                31, 2007
            
            June
                30, 2006(unaudited)**-
                ASSETS -****CURRENT
                ASSETS:**Cash
            
            **$**
            1,157,463
            
            $
            263,219Accounts
                receivable - net of allowance for doubtful accounts of $0
            
            
            91,931
            
            
            11,994Inventories
            
            
            779,930
            
            
            128,382Prepaid
                expenses and other current assets
            
            
            573,909
            
            
            17,907**TOTAL
                CURRENT ASSETS**
            
            
            2,603,233
            
            
            421,502**FIXED
                ASSETS - NET**
            
            
            331,985
            
            
            510,530**TOTAL
                ASSETS**
            
            **$**
            2,935,218
            
            $
            932,032**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            **$**
            1,681,994
            
            $
            1,212,049Accrued
                interest
            
            
            44,785
            
            
            31,485Convertible
                notes
            
            
            677,378
            
            
            348,581Derivative
                liability
            
            
            1,783,673
            
            
            1,491,945**TOTAL
                CURRENT LIABILITIES**
            
            
            4,187,830
            
            
            3,084,060**LONG
                TERM LIABILITIES:**Derivative
                liability
            
            
            3,153,187
            
            
            -Accounts
                payable - related parties
            
            
            61,926
            
            
            504,001Loans
                and advances - officers/shareholders
            
            
            482,076
            
            
            104,162**TOTAL
                LONG TERM LIABILITIES**
            
            
            3,697,189
            
            
            608,163**SHAREHOLDERS’
                DEFICIT:**Preferred
                stock, $.10 par value, authorized 2,450,000 shares, no shares issued
                and
                outstanding
            
            
            -
            
            
            -Series
                A Preferred stock, $.001 par value, authorized 2,200,000 shares,
                2,113,556
                shares issued and outstanding, as of March 31, 2007 and June 30,
                2006
            
            
            2,114
            
            
            2,114Series
                B Preferred stock, $.10 par value, authorized 350,000 shares, 235,296
                shares issued and outstanding at March 31, 2007
            
            
            23,530
            
            
            -Common
                stock, $.01 par value; 300,000,000 shares authorized, 113,390,062
                and
                99,630,554 shares issued and outstanding at March 31, 2007 and June
                30,
                2006, respectively
            
            
            1,133,902
            
            
            996,306Additional
                paid-in capital
            
            
            15,319,355
            
            
            13,453,965Accumulated
                deficit
            
            
            (21,428,702
            )
            
            (17,212,576
            )**TOTAL
                SHAREHOLDERS’ DEFICIT**
            
            
            (4,949,801
            )
            
            (2,760,191
            )**TOTAL
                LIABILITIES AND SHARHOLDERS’ DEFICIT**
            
            **$**
            2,935,218
            
            $
            932,032





See
      notes
      to condensed consolidated financial statements.





3


**ELEMENT
      21 GOLF COMPANY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE NINE AND THREE MONTHS ENDED MARCH 31, 2007 AND 2006**


**(unaudited)**


Nine
                  Months Ended March 31
              
              Three
                  months Ended March 312007
              
              2006
              
              2007
              
              2006**REVENUES**
              
              $
              115,636
              
              $
              43,229
              
              $
              89,325
              
              $
              17,529**COSTS
                  AND EXPENSES**Costs
                  of sales
              
              
              52,852
              
              
              21,125
              
              
              33,640
              
              
              7,001General
                  and administrative
              
              
              5,319,668
              
              
              2,852,199
              
              
              1,742,099
              
              
              1,557,089**TOTAL
                  COSTS AND EXPENSES**
              
              
              5,372,520
              
              
              2,873,324
              
              
              1,775,739
              
              
              1,564,090**LOSS
                  FROM OPERATIONS**
              
              
              (5,256,884
              )
              
              (2,830,095
              )
              
              (1,686,414
              )
              
              (1,546,561
              )**OTHER
                  INCOME AND (EXPENSE)**Interest
                  expense, net of other income
              
              
              (911,437
              )
              
              (8,511
              )
              
              (87,820
              )
              
              (8,511
              )Derivative
                  income
              
              
              1,952,196
              
              
              -
              
              
              3,848,832
              
              
              -1,040,759
              
              
              (8,511
              )
              
              3,761,012
              
              
              (8,511
              )**INCOME
                  (LOSS) BEFORE PROVISION FOR INCOME TAXES**
              
              
              (4,216,125
              )
              
              (2,838,606
              )
              
              2,074,598
              
              
              (1,555,072
              )Provision
                  for income taxes
              
              
              —
              
              
              —
              
              
              —
              
              
              —**NET
                  INCOME (LOSS)**
              
              $
              (4,216,125
              )
              $
              (2,838,606
              )
              $
              2,074,598
              
              $
              (1,555,072
              )Accretion
                  of preferred stock dividend
              
              
              4,000,000
              
              
              274,000
              
              
              —
              
              
              274,000**INCOME
                  (LOSS) APPLICABLE TO COMMON SHAREHOLDERS**
              
              $
              (8,216,125
              )
              $
              (3,112,606
              )
              $
              2,074,598
              
              $
              (1,829,072
              )Weighted
                  average shares outstanding:Basic
              
              
              110,208,709
              
              
              98,601,652
              
              
              112,973,905
              
              
              99,523,233Diluted
              
              
              110,208,709
              
              
              98,601,652
              
              
              122,830,127
              
              
              99,523,233Income
                  (loss) per share:Basic
              
              $
              (0.08
              )
              $
              (0.03
              )
              $
              0.02
              
              $
              (0.02
              )Diluted
              
              $
              (0.08
              )
              $
              (0.03
              )
              $
              0.02
              
              $
              (0.02
              )




See
      notes
      to condensed consolidated financial statements.




4


**ELEMENT
      21 GOLF COMPANY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED MARCH 31, 2007 AND 2006**


**(unaudited)**





2007
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (4,216,125
            )
            $
            (2,838,606
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Compensatory
                common stock and warrants
            
            
            3,308,985
            
            
            959,935Depreciation
                and amortization
            
            
            172,776
            
            
            161,972Amortization
                of discount to convertible notes
            
            
            901,361
            
            
            -Derivative
                (income)
            
            
            (1,952,196
            )
            
            -Changes
                in:Accounts
                receivable
            
            
            (79,937
            )
            
            32,536Inventories
            
            
            (651,548
            )
            
            27,064Prepaid
                expenses and other current assets
            
            
            (331,002
            )
            
            (11,498
            )Accounts
                payable
            
            
            444,937
            
            
            921,168Accrued
                expenses
            
            
            (1,992
            )
            
            630,866Accrued
                interest
            
            
            13,300
            
            
            8,511Net
                cash (used in) provided by operating activities
            
            
            (2,391,441
            )
            
            (108,052
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchase
                of fixed assets
            
            
            (65,154
            )
            
            (650,631
            )Net
                cash (used in) investing activities
            
            
            (65,154
            )
            
            (650,631
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Advances
                from (repayments to) related parties
            
            
            (42,236
            )
            
            274,869Loans
                and advances (repaid to) received from
                officers/shareholders
            
            
            (21,925
            )
            
            19,750Financing
                costs related to sale of preferred shares
            
            
            (500,000
            )
            
            -Net
                proceeds from (repayments of) bridge loans
            
            
            (85,000
            )
            
            540,000Proceeds
                from sale of warrants to purchase common stock
            
            
            -
            
            
            80,000Proceeds
                from sale of preferred shares
            
            
            4,000,000
            
            
            -Net
                cash provided by financing activities
            
            
            3,350,839
            
            
            914,619**NET
                INCREASE IN CASH**
            
            
            894,244
            
            
            155,936**CASH,
                BEGINNING OF PERIOD**
            
            
            263,219
            
            
            1,148**CASH,
                END OF PERIOD**
            
            $
            1,157,463
            
            $
            157,084





**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            22,500
            
            $
            -Taxes
                paid
            
            
            **-**
            
            
            -Notes
                and accrued interest converted into common shares
            
            
            412,500




See
      notes
      to condensed consolidated financial statements.




5


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





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





Element
      21 Golf Company and its 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 produced and the Company commenced distribution
      to wholesalers and retail markets during the last quarter of its fiscal year
      ended June 30, 2006.





Similar
      to other companies in the early stage of operations, the Company is subject
      to a
      number of risks, including its’ dependency on key individuals, competition from
      other current or substitute products and larger companies, the successful
      marketing of its products and the potential need to obtain adequate additional
      financing necessary to fund future operations.





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 period ended March 31, 2007 are not
      necessarily indicative of the results that may be expected for the year ending
      June 30, 2007. 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, 2006.




**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 and the Company expects to incur expenses in excess of
      revenues for an indefinite period.





Key
      financial information follows:





Nine
                Months Ended March 31,2007
            
            Year
                Ended June 30,
              2006Working
                capital
            
            **$**
            (1,584,597
            )
            $
            (2,662,558
            )Net
                loss
            
            
            (4,216,125
            )
            
            (4,496,095
            )Accumulated
                deficit
            
            
            (21,428,702
            )
            
            (17,212,576
            )





As
      shown
      in the accompanying financial statements, during the three and nine months
      ended
      March 31, 2007 the Company realized net income of $2,074,598 and a net loss
      of
      $4,216,125, respectively. Cash utilized by operations during the nine month
      period was $2,391,441. For the fiscal year ended June 30, 2006, the Company
      realized a net loss of $4,496,095 and generated cash of $48,445 from
      operations.





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.





6


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





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





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 as well as the
      financings described below (See Notes 6 and 7).





Management’s
      plans for the Company include more aggressive marketing, raising additional
      capital and other strategies designed to optimize shareholder value. However,
      no
      assurance can be given 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.





During
      the nine months ended March 31, 2007 the Company issued 13,276,214 shares of
      its
      common stock to consultants for services rendered by them and recorded
      additional expense of $3,308,985 which is included in general and administrative
      expenses.




**NOTE
      3**   **RELATED
      PARTY ADVANCES:**





During
      the nine month period ended March 31, 2007, the Company repaid advances from
      certain related parties in the net amount of $42,236.




**NOTE
      4**   **FACTORING
      AGREEMENT:**





On
      March
      16, 2007, the Company signed an Accounts Receivable Purchase agreement (commonly
      described as a factoring agreement). The term of the agreement is one year.
      The
      company is obligated to pay a daily fee based on the face amount of purchased
      accounts receivable. The maximum borrowing level allowed under this agreement
      is
      $1,000,000. As of March 31, 2007, the Company had not borrowed any monies under
      this agreement.





**NOTE
      5**   **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 respective period.  Diluted net
      loss per share reflects, in addition to the weighted average number of common
      shares, the potential dilution of stock options and warrants outstanding,
      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 for the nine months ended March
      31, 2007, 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 for those periods. Such
      securities, shown below, presented on a common share equivalent basis and
      outstanding as at March 31, 2007 and 2006, have been excluded from the per
      share
      computations:





March
                31,
              2007
            
            March
                31,
              2006Warrants
            
            
            60,341,393
            
            
            19,822,993Convertible
                Notes
            
            
            4,050,755
            
            
            2,580,559Convertible
                Preferred Stock
            
            
            31,817,867
            
            
            8,288,455





7




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





**NOTE
      6**  **CONVERTIBLE
      NOTES:**




***Bridge
      I Financing:***




Between
      January 17 and March 6, 2006, the Company issued 10% Convertible Promissory
      Notes in the aggregate principal face amount of $540,000 to 15 individual
      investors. With respect to notes totaling $340,000 (the “$340,000 Notes”), each
      such investor also received three separate warrants (a warrant exercisable
      for
      one year, a warrant exercisable for two years, and a warrant exercisable for
      three years) to purchase shares of the Company's common stock up to an amount
      equal to the initial investment in the Notes at an exercise price to be
      determined based on a ten day trading average of shares of the Company’s Common
      Stock prior to the date of exercise or from and after the date of an equity
      financing of at least $5.0 million (the “Equity Financing”), if such Equity
      Financing occurs. With respect to one note for $200,000 (the “$200,000 Note”),
      the investor received 3,529,413 warrants (1/3 warrants exercisable for one
      year,
      1/3 warrants exercisable for two years, and the remaining 1/3 warrants
      exercisable for three years) with similar terms, except that the warrants are
      exercisable at an exercise price which is fixed at $0.17 per share. All of
      these
      warrants are subject to certain anti-dilution price adjustments. The Notes
      mature one year after issuance and accrue interest at an annual interest rate
      equal to 10% per annum, payable at maturity. The notes are convertible, at
      the
      option of the investor, into shares of Company’s Common Stock under the same
      terms and conditions as the warrants.




During
      the 9 months ended March 31, 2007, two notes totaling $75,000, representing
      the
      principal amount of the $340,000 Notes, and $7,500 in related accrued interest
      were converted into 485,294 shares of common stock. As
      a
      result, the Company expensed the remaining balance of $40,625 of unamortized
      discount to the notes to interest expense. In addition, two $20,000 notes were
      cancelled during the nine month period ended March 31, 2007 and the proceeds
      were returned to the investor and all entries related to the recording of the
      note were reversed, including $33,549 of derivative liability and all accrued
      interest. In order
      to induce the note holders to convert their notes into stock, the Company
      offered certain incentives, which included piggy back registration rights for
      the warrants, payment in full of all interest and an extension of the warrant
      expiration terms by approximately seven months. As a result of the extension
      of
      the warrant expiration date, the Company recorded an additional $122,215 in
      derivative expense. Finally, during the three months ended March 31, 2007,
      $225,000 of the Notes matured and were paid, along with the requisite accrued
      interest of 10% per annum, and the original one year warrants expired without
      being exercised.




As
      of
      March 31, 2007, all of the Bridge I financing warrants issued were revalued
      and
      the liability was adjusted to approximately $302,000. The terms of the warrants
      issued for the $340,000 Notes resulted in the Company losing control over the
      number of shares to be issued (the “tainting feature”). As such, all warrants
      and embedded derivatives, if any, related to convertible notes and preferred
      shares issued subsequently would be affected by this tainting feature and would
      default to being recorded as derivative liability and not equity. As of March
      31, 2007 the Company revalued the warrants using the Black Scholes
      option-pricing model with the following assumptions: an expected life equal
      to
      the contractual term of the conversion option or warrants, as the case may
      be;
      no dividends; a risk free rate of return of 4.7% to 5.0% and volatility ranging
      from 26% to 202%.




***Bridge
      II Financing:***




Between
      May 5 and June 30, 2006, the Company issued additional 10% Convertible
      Promissory Notes in the aggregate principal face amount of $623,000 to 20
      individual investors (the “$623,000 Notes”). Each such investor also received
      warrants, exercisable for one year, to purchase shares of the Company's common
      stock up to 150% of the investor’s initial investment in the Notes at an
      exercise price equal to the lesser of (i) $0.175, or (ii) the ten day trading
      average of shares of the Company’s Common Stock prior to the date of exercise.
      All of these warrants are subject to certain anti-dilution price adjustments.
      The Notes mature one year after issuance and accrue interest at an annual
      interest rate equal to 10% per annum, payable at maturity. The notes are
      convertible, at the option of the investor, into shares of the Company’s Common
      Stock under the same terms and conditions as the warrants.




During
      the month of July, 2006, the Company issued additional 10% Convertible
      Promissory Notes in the aggregate principal face amount of $180,000 to
      additional investors (the “$180,000 Notes”). The terms of the notes and warrants
      are identical to the $623,000 Notes.




8


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





**NOTE
      6**  **CONVERTIBLE
      NOTES (Continued):**





The
      Company has accounted for the above convertible notes and warrants as follows:
      under the provisions of Statement of Financial Accounting Standards No. 133,
      Accounting for Derivative Instruments and Hedging Activities, ("SFAS 133")
      an
      embedded conversion option should be bifurcated and accounted for separately
      as
      a derivative instrument, unless the specific requirements for equity
      classification of the embedded conversion option, as stated in EITF 00-19:
      Accounting for Derivative Financial Instruments Indexed to, and Potentially
      Settled in, a Company's Own Stock (“EITF 00-19”) are met. EITF 00-19 provides
      that an equity classification is appropriate if the settlement criteria set
      forth therein for such classification are met and that the additional conditions
      necessary for equity classification, set forth therein, are also met. Warrants
      are freestanding derivatives and need to be similarly analyzed under EITF 00-19
      to determine if equity classification is appropriate.





The
      Company determined that the conversion option of the notes was required to
      be
      bifurcated and accounted for as a derivative. The warrants were also required
      to
      be recorded and accounted for as a derivative due to the tainting feature of
      the
      Bridge I Financing and as a result of this tainting feature, the terms of the
      Bridge II Financing also resulted in similar accounting treatment.




The
      conversion option and the warrants in respect of the Bridge II Financing,
      $623,000 Notes, were initially valued at approximately $559,800 and $373,200,
      respectively. The combined liability was restricted to the value of the proceeds
      of $623,000 and have been recorded as discount to the convertible notes with
      a
      corresponding credit to warrant liability, respectively, on a pro-rata basis.
      The discount of $623,000 is accreted on a straight-line basis over the maturity
      period of the notes. The notes and the warrants were revalued as of March 31,
      2007 and there was no significant change in fair value.





The
      conversion option and the warrants with respect to the Bridge II Financing,
      $180,000 Notes, were initially valued at a combined approximate amount of
      $178,400, which has been recorded as discount to the convertible notes with
      a
      corresponding credit to a derivative liability. The discount is being accreted
      on a straight-line basis over the maturity period of the notes.





The
      Company valued the conversion option and the warrants under the Black Scholes
      option-pricing model with the following assumptions: an expected life equal
      to
      the contractual term of the conversion option or warrants, as the case may
      be;
      no dividends; a risk free rate of return of 4.85% and volatility of
      4%.




During
      the nine months ended March 31, 2007, six notes totaling $300,000 (principal)
      plus $30,000 in accrued interest of the Bridge II financing $623,000 Notes,
      were
      converted into 2,200,000 shares of common stock. As a result of the conversion,
      the Company expensed $250,000 as the remaining unamortized discount on the
      notes
      and reversed derivative expense of approximately $150,700 related to the
      conversion option. In order to induce the note holders to convert their notes
      into stock, the Company offered certain incentives, which included registration
      rights for the warrants, payment in full of all interest and an extension of
      the
      warrant expiration term by approximately three months. As a result of the
      extension of the warrant expiration date and setting of the conversion rate,
      the
      Company recorded an additional derivative expense of approximately
      $42,600.




EITF
      00-19 requires that the Company revalue the derivative instruments periodically
      to compute the value in connection with changes in the underlying stock price
      and other assumptions, with the change in value recorded as derivative expense
      or derivative income. Upon the earlier of the warrant exercise or their
      expiration date, the warrant liability will be reclassified into shareholders’
equity. Until that time, the warrant liability will be recorded at fair value
      based on the methodology described above. Changes in the fair value during
      each
      period will be recorded as other income or other expense. The Company similarly
      revalues the conversion option each reporting period with the change in value
      recorded as derivative expense or derivative income.





As
      of
      March 31, 2007, all of the Bridge II financing warrants issued and conversion
      option were revalued and the derivative liability was adjusted to approximately
      $295,000. As of March 31, 2007 the Company revalued the warrants under the
      Black
      Scholes option-pricing model with the following assumptions: an expected life
      equal to the contractual term of the conversion option or warrants, as the
      case
      may be; no dividends; a risk free rate of return of 4.85% and volatility of
      4%.





9




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





**NOTE
      7**   **PREFERRED
      SHARES:**





On
      July
      31, 2006 (the “Initial Closing Date”), the Company agreed to a $4 million equity
      financing by entering into two Series B Convertible Preferred Stock Subscription
      Agreements (each a “Subscription Agreement” and collectively the “Subscription
      Agreements”) with two investors (each a “Purchaser” and collectively, the
“Purchasers”). Each Subscription Agreement provides for the sale by the Company
      to the applicable Purchaser of 117,648 shares of the Company’s Series B
      Convertible Preferred Stock, par value $0.10 per share (the “Series B Preferred
      Stock”), and warrants to purchase an aggregate of 17,647,059 shares of the
      Company’s common stock, in exchange for and in consideration of an aggregate
      investment by each Purchaser of $2 million in cash (each Purchaser’s “Investment
      Amount”), which amount is to be invested by each Purchaser in two equal $1
      million installments, the first of which occurred on the Initial Closing Date
      and the second of which occurred on November 30, 2006 (the “Subsequent Closing
      Date”).





On
      the
      Initial Closing Date, each Purchaser invested $1 million in the Company in
      return for 58,824 shares of Series B Preferred Stock and two warrants (the
      terms
      of which are more fully described below) to purchase an aggregate of 8,823,530
      shares of common stock. The Subscription Agreements obligated each Purchaser
      to
      invest the remaining $1 million of its Investment Amount (the “Additional
      Investment Amount”) in the Company no later than November 30, 2006, subject only
      to the Company converting at least 80% of the aggregate outstanding principal
      amount evidenced by those certain convertible promissory notes issued by the
      Company between February 2006 and July 31, 2006 (collectively, the “Promissory
      Notes”) into shares of common stock prior to the Subsequent Closing Date. On
      October 31, 2006, both Purchasers had agreed to waive any conditions to the
      Subsequent Closing. On the Subsequent Closing Date, in exchange for each
      Purchaser’s Additional Investment Amount, the Company issued to each Purchaser
      an additional 58,824 shares of Series B Preferred Stock and two additional
      warrants (the terms of which are more fully described below) to purchase an
      aggregate of an additional 8,823,529 shares of common stock.





On
      the
      Initial Closing Date, the Company granted each Purchaser (i) one warrant to
      purchase 3,750,000 shares of common stock at an exercise price of $0.22 per
      share in the event the warrant is exercised on or prior to July 31, 2007, and
      $0.28 per share in the event the warrant is exercised on or after August 1,
      2007, and (ii) one warrant to purchase 5,073,530 shares of common stock at
      an
      exercise price of $0.28 per share (each an “Initial Warrant”, and collectively,
      the “Initial Warrants”). On the Subsequent Closing Date, the Company granted
      each Purchaser (i) one additional warrant to purchase 3,750,000 shares of common
      stock at an exercise price of $0.22 per share in the event the warrant is
      exercised on or prior to July 31, 2007, which increases to $0.28 per share
      in
      the event the warrant is exercised on or after August 1, 2007, and (ii) one
      additional warrant to purchase 5,073,530 shares of common stock at an exercise
      price of $0.28 per share (each a “Subsequent Warrant”, collectively, the
“Subsequent Warrants” and collectively with the Initial Warrants, the
“Warrants”). The Warrants expire on January 31, 2009. The exercise prices of the
      Warrants are subject to adjustment in the event of certain dilutive issuances,
      stock dividends, stock splits, share combinations or other similar
      recapitalization events. The Warrants may only be exercised by the payment
      of
      the applicable exercise price to the Company in cash, no cashless exercise
      is
      permitted. The terms of the Initial Warrants and the Subsequent Warrants are
      identical.





The
      Company has evaluated the Series B Preferred Stock to determine if there are
      any
      embedded derivatives and determined that the Series B Preferred Stock is more
      akin to equity than debt as it is not redeemable and carries voting rights.
      As
      such the Series B Preferred Stock is considered perpetual and the option to
      convert into shares of Company’s Common Stock is clearly and closely related to
      the host contract i.e. Series B Preferred Stock and therefore need not be
      separated. The warrants associated with the issuance of some of the Series
      B
      Preferred Stock have been determined to be a liability due to the tainting
      feature of the warrants issued with Bridge I and Bridge II Financings. Each
      of
      the warrant issuances have been valued in excess of $2 million, the gross
      proceeds of the preferred shares, using the Black Scholes method. The Company
      restricted the value of the warrants and the corresponding discount to the
      preferred shares to $2 million. The value of the warrants has been recorded
      as a
      discount to the Series B Preferred and has been charged to dividend expense.
      The
      Series B Preferred Stock is evaluated further under EITF 98-5: Accounting for
      Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios, (“EITF 98-5”) and EITF 00-27: Application of Issue
      No. 98-5 to Certain Convertible Instruments, (“EITF 00-27”) to determine if
      there is any beneficial conversion feature associated with the conversion.
      The
      Company calculated the beneficial conversion to be zero as the conversion price
      equaled the stock price on the date of the agreement.





10


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2007**


**(Unaudited)**





**NOTE
      7**   **PREFERRED
      SHARES (Continued):**





As
      of
      March 31, 2007, the warrant liability for the Series B Preferred Stock was
      revalued to approximately $3,153,000. As of March 31, 2007 the Company valued
      the warrants under the Black Scholes option-pricing model with the following
      assumptions: an expected life equal to the contractual term of the conversion
      option or warrants, as the case may be; no dividends; a risk free rate of return
      of 4.78% to 4.97% and volatility ranging from 14% to 158%.





As
      of
      March 31, 2007, the warrant liability for the Series A Preferred Stock was
      revalued to approximately $158,000. As of March 31, 2007 the Company valued
      the
      warrants under the Black Scholes option-pricing model with the following
      assumptions: an expected life equal to the contractual term of the conversion
      option or warrants, as the case may be; no dividends; a risk free rate of return
      of 4.78% and volatility of 178%.





11




**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, regulatory approval and
                public
                acceptance of new services;




·
            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. 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 interest 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, 2007 and 2006**





For
      the
      nine months ended March 31, 2007 the Company, had revenue of $115,636 and
      incurred costs of sales of $52,852, general and administrative expenses of
      $5,319,668, net interest expense of $911,437 and derivative income of
      $1,952,196. Included in general and administrative expenses is a non-cash charge
      of $2,778,538, representing the value of common shares issued for services
      provided by consultants. This resulted in a net loss of $4,216,125, as compared
      with the nine months ended March 31, 2006 in which the Company had revenue
      of
      $43,229, incurred costs of sales of $21,125 and general and administrative
      expenses of $2,852,199 (including a non-cash charge of $959,935 representing
      the
      value of common shares issued for services provided by consultants), resulting
      in a net loss of $2,838,606.




For
      the
      three months ended March 31, 2007 the Company, had revenue of $89,325 and
      incurred costs of sales of $33,640, general and administrative expenses of
      $1,742,099, net interest expense of $87,820 and derivative income of $3,848,832.
      Included in general and administrative expenses is a non-cash charge of $524,173
      representing the value of common shares issued for services provided by
      consultants. This resulted in a net income of $2,074,598, as compared with
      the
      three months ended March 31, 2006 in which the Company had revenue of $17,259,
      incurred costs of sales of $7,011 and general and administrative expenses of
      $1,557,089 (including a non-cash charge of $62,195 representing the value of
      common shares issued for services provided by consultants), resulting in a
      net
      loss of $1,555,072.





The
      primary reason for the significantly greater net losses during the nine months
      ending March 31, 2007 is due to the incurrence of interest expense on the bridge
      notes, additional expenditures incurred in the marketing of our product as
      well
      as additional compensation related to the issuance of stock to various
      consultants, all offset by the recording of derivative income related to the
      various stock offerings and options granted to consultants.





The
      primary reason for the income during the three months ending March 31, 2007
      as
      compared to the loss reported during the three months ended March 31, 2006
      is
      the recording of $3.4 million of derivative income which resulted from the
      passage of time as well as the significantly lowered volatility in the Company’s
      stock price, both of which significantly impact the valuation adjustment under
      the Black Scholes model.





**Financial
      Condition, Liquidity and Capital Resources**





The
      Company has a net working capital deficiency as of March 31, 2007 of
      $1,584,597.  As of the end of fiscal year ended June 30, 2006, we had
      a working capital deficiency of $2,662,558.  Our continuation as a
      going concern will require that we raise significant additional
      capital.




12





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.  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 that such capital will be raised on
      terms acceptable to the Company and if this capital is raised, the terms of
      such
      capital raising may cause significant dilution to the Company’s current
      stockholders.




**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 as the Company intends to retain earnings,
      if any, to finance the development and expansion of its
      business.  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.





**Off
      Balance Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources.





**Risk
      Factors**





*We
      have a limited operating history and a history of substantial operating losses
      and we may not be able to continue our business.*




We
      have a
      history of substantial operating losses and an accumulated deficit of
      $21,510,328 as of March 31, 2007 ($17,212,576 as of June 30, 2006). We have
      historically experienced cash flow difficulties primarily because our expenses
      have exceeded our revenues. We expect to incur additional operating losses
      for
      the immediate near future. 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
      discussed above, as of March 31, 2007, we have no employees and utilize the
      services of consultants.  Our consultants are bound by non-compete
      provisions; however, they are not otherwise prohibited from terminating their
      consulting relationship with the Company. The loss of the knowledge and
      management and industry expertise of any of these key consultants could have
      a
      material adverse impact on our future prospects, in particular Dr. Hearn and
      David Sindalovsky, who have played a key role in developing scandium technology
      for golf applications. Once we are sufficiently capitalized, we will need to
      recruit new executive managers and hire employees to help us execute our
      business strategy and help manage the growth of our business. Our business
      could
      suffer if we were unable to attract and retain additional highly skilled
      personnel or if we were to lose any key personnel and not be able to find
      appropriate replacements in a timely manner.




*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 E21
      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 further, 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.




13




*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.




*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.   We expect competition to intensify in the future,
      which could also result in price reductions, fewer customer 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.  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.




*The
      inability to obtain a sufficient amount of scandium or of scandium alloy would
      adversely affect our business.*




Although
      we currently believe that we will continue to be able to have access to
      sufficient amounts of scandium or scandium alloy at feasible prices, there
      is no
      assurance of this, and any failure to be able to obtain a sufficient supply
      of
      scandium at reasonable prices would have a material adverse affect on our
      business.




*The
      large number of shares eligible for public sale could cause our stock price
      to
      decline.*




The
      market price of our common stock could decline as a result of the resale of
      the
      shares of common stock issuable upon conversion of our Series A Preferred Stock,
      Series B Preferred Stock and outstanding convertible promissory
      notes  and
      the
      exercise of outstanding warrants or the perception that these sales could occur.
      These sales also might make it more difficult for us to sell equity securities
      in the future at a time and price that we deem appropriate. The
      conversion of these securities into common stock will also result in substantial
      dilution of the interests of our current stockholders.




14




*Our
      stock price can be extremely volatile.*




Our
      common stock is traded on the OTC Bulletin Board. There can be no assurance
      that
      an active public market will continue for the common stock, or that the market
      price for the common stock will not decline below its current price. Such price
      may be influenced by many factors, including, but not limited to, investor
      perception of us and our industry and general economic and market conditions.
      The trading price of the common stock could be subject to wide fluctuations
      in
      response to announcements of our business developments or our competitors,
      quarterly variations in operating results, and other events or factors. In
      addition, stock markets have experienced extreme price volatility in recent
      years. This volatility has had a substantial effect on the market prices of
      companies, at times for reasons unrelated to their operating performance. Such
      broad market fluctuations may adversely affect the price of our common
      stock.




*Trading
      on the OTC Bulletin Board may be sporadic because it is not a stock exchange,
      and stockholders may have difficulty reselling their* ****** *shares* .




Our
      common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
      the
      OTC Bulletin Board is often thin and characterized by wide fluctuations in
      trading prices, due to many factors that may have little to do with our
      operations or business prospects. Moreover, the OTC Bulletin Board is not a
      stock exchange, and trading of securities on the OTC Bulletin Board is often
      more sporadic than the trading of securities listed on the Nasdaq SmallCap.




*If
      we
      fail to remain current on our reporting requirements, we could be removed from
      the OTC Bulletin Board which would limit the ability of broker-dealers to sell
      our securities and the ability of stockholders to sell their securities in
      the
      secondary market.*




Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. If we fail to remain current on our
      reporting requirements, shares of our common stock could be removed from the
      OTC
      Bulletin Board. As a result, the market liquidity for our securities could
      be
      severely adversely affected by limiting the ability of broker-dealers to sell
      our securities and the ability of stockholders to sell their securities in
      the
      secondary market.




*Our
      common stock is subject to the “penny stock” rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.*




The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a “penny stock,” for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require that
      a
      broker or dealer approve a person's account for transactions in penny stocks
      and
      the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be
      purchased.




In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must, obtain financial information and investment experience objectives
      of the person and make a reasonable determination that the transactions in
      penny
      stocks are suitable for that person and the person has sufficient knowledge
      and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.




The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form sets forth the basis on which the broker or
      dealer made the suitability determination and that the broker or dealer received
      a signed, written agreement from the investor prior to the
      transaction.




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
“penny stock” rules. This may make it more difficult for investors to dispose of
      our common stock and cause a decline in the market value of our stock.
      Disclosure also has to be made about the risks of investing in penny stocks
      in
      both public offerings and in secondary trading and about the commissions payable
      to both the broker-dealer and the registered representative, current quotations
      for the securities and the rights and remedies available to an investor in
      cases
      of fraud in penny stock transactions. Finally, monthly statements have to be
      sent disclosing recent price information for the penny stock held in the account
      and information on the limited market in penny stocks.




*We
      do
      not expect to pay dividends on our common stock.*




We
      have
      not declared dividends on our common stock since our incorporation and we have
      no present intention of paying dividends on our common stock.




15




**MANY
      OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT
      FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
      OR
      IMPLIED IN THE FORWARD-LOOKING STATEMENTS.**




**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 and summarized.





**(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.





16


**PART
      II - OTHER INFORMATION**




**Item
      1**   **LEGAL
      PROCEEDINGS**





We
      are
      not a party to any material legal proceedings, nor to our knowledge, is there
      any proceeding threatened against us.




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





As
      reported in the Company’s Current Reports on Form 8-K on August 3, 2006,
      November 6, 2006 and December 1, 2006, during the nine months ended March 31,
      2007 the Company also issued 235,296 shares of its Preferred B Stock shares
      in
      exchange for $4 million in financing as well as the issuance of warrants (See
      Note 6 of Notes to the Financial Statements). The shares and warrants were
      issued in reliance on exemptions from registration pursuant to Section 4(2)
      of
      the Securities Act of 1933, as amended.




**Item
      3**   **DEFAULT
      UPON SENIOR SECURITIES**





We
      have
      not materially defaulted in the payment of any obligations to senior
      securities.




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





We
      have
      not submitted any matters to a vote of security holders during the period
      covered by this quarterly report.




**Item
      5**   **OTHER
      INFORMATION**





Not
      applicable.




**Item
      6**   **EXHIBITS**





Exhibit
                No.
            
            Exhibit
                Description31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                2002





31.2
            
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                2002





32.1
            
            Certification
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002





17




**SIGNATURE**





Pursuant
      to the requirements of Section 13(a) and 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 CompanyMay
                21, 2007
            By:
            /s/
                 Nataliya HearnNataliya
                Hearn, Ph.D.
                President
                  and Director




May
                  21, 2007
            By:
            /s/ John
                  GrippoChief
                  Financial Officer




18