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 December 31, 2005


OR





TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from __________ to __________________





Commission
      File 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.)





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


(Address
      of principal Executive offices Zip Code)





**800-710-2021**


Issuer's
      telephone number, including area code





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 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, **99,093,950** shares
      of common stock, par value $.01 per share as of February 1, 2006.





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











Element
      21 Golf Company





INDEX


Page
                Number**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1
            Consolidated
                Condensed Financial Statements:Balance
                sheets as of December 31, 2005 (unaudited) and June 30,
                2005
            3Statements
                of Operations for the Six and Three Months Ended December 31, 2005
                and
                2004 (unaudited)
            4Statements
                of Cash Flows for the Six Months Ended December 31, 2005 and 2004
                (unaudited)
            5Notes
                to Unaudited Financial Statements
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            8Item
                3
            Controls
                and Procedures
            12**PART
                II**
            **OTHER
                INFORMATION**Item
                1
            Legal
                Proceedings
            12Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3
            Defaults
                upon Senior Securities
            12Item
                4
            Submission
                of Matters to a Vote of Security Holders
            12Item
                5
            Other
                Information
            12Item
                6
            Exhibits
            12**SIGNATURES**
            
            13**EXHIBITS**








**PART
      1 - FINANCIAL INFORMATION**


**Item
      1 - Financial Statements**





**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      CONDENSED BALANCE SHEETS**


**-
                ASSETS -****December
                31, 2005**
            
            
            June
                30, 2005**(unaudited)****CURRENT
                ASSETS:**Cash
            
            **$**
            **1,475**
            
            $
            1,148Accounts
                receivable - net of allowance for doubtful accounts of $0
            
            
            **1,051**
            
            
            36,451Inventories
            
            
            **181,913**
            
            
            170,928Prepaid
                expenses and other current assets
            
            
            **4,180**
            
            
            6,380**TOTAL
                CURRENT ASSETS**
            
            
            **188,619**
            
            
            214,907**FIXED
                ASSETS - NET**
            
            
            **563,838**
            
            
            12,712**TOTAL
                ASSETS**
            
            **$**
            **752,457**
            
            $
            227,619**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable
            
            **$**
            **1,066,280**
            
            $
            416,446Accrued
                expenses
            
            
            **516,566**
            
            
            543,000**TOTAL
                CURRENT LIABILITIES**
            
            
            **1,582,846**
            
            
            959,446**LONG-TERM
                LIABILITIES:**Accounts
                payable - related parties
            
            
            **671,246**
            
            
            483,764Loans
                and advances - officers/shareholders
            
            
            **504,001**
            
            
            484,251**1,175,247**
            
            
            968,015**TOTAL
                LIABILITIES**
            
            
            **2,758,093**
            
            
            1,927,461**SHAREHOLDERS’
                DEFICIT:**Preferred
                stock, $.10 par value, authorized 5,000,000 shares, no shares issued
                and
                outstanding
            
            
            **--**
            
            
            --Common
                stock, $.01 par value; 100,000,000 shares authorized 99,093,950 and
                87,487,241 shares issued and outstanding at December 31, and June
                30,
                2005, respectively
            
            
            **990,940**
            
            
            874,872Additional
                paid-in capital
            
            
            **11,003,439**
            
            
            10,141,767Accumulated
                deficit
            
            
            **(14,000,015**
            **)**
            
            (12,716,481
            )**(2,005,636**
            **)**
            
            (1,699,842
            )**$**
            **752,457**
            
            $
            227,619





See
        notes
        to consolidated financial statements.
  Page
            3


**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2005 AND
      2004**


**(unaudited)**





Six
                Months Ended December 31
            Three
                months Ended December 31**2005**
            
            
            2004
            
            
            **2005**
            
            
            2004**REVENUES**
            
            **$**
            **25,700**
            
            $
            --
            
            **$**
            **3,080**
            
            $
            --**COSTS
                AND EXPENSES**Costs
                of sales
            
            
            **14,124**
            
            
            --
            
            
            **2,050**
            
            
            --General
                and administrative
            
            
            **1,295,110**
            
            
            500,691
            
            
            **325,818**
            
            
            74,773**TOTAL
                COSTS AND EXPENSES**
            
            
            **1,309,234**
            
            
            500,691
            
            
            **327,868**
            
            
            74,773**LOSS
                FROM OPERATIONS - BEFORE PROVISION FOR INCOME
                TAXES**
            
            
            **(1,283,534**
            **)**
            
            (500,691
            )
            
            **(324,788**
            **)**
            
            (74,773
            )Provision
                for income taxes
            
            
            **--**
            
            
            --
            
            
            **--**
            
            
            --**NET
                LOSS**
            
            **$**
            **(1,283,534**
            **)**
            $
            (500,691
            )
            **$**
            **(324,788**
            **)**
            $
            (74,773
            )Basic
                and diluted weighted average shares
            
            
            96,793,992
            
            
            85,319,979
            
            
            **98,917,101**
            
            
            86,653,312Basic
                and diluted loss per share
            
            **$**
            **(0.01**
            **)**
            $
            (0.01
            )
            **$**
            **(0.00**
            **)**
            $
            (0.00
            )





See
      notes
      to consolidated financial statements.




Page
          4


**ELEMENT
      21 GOLF COMPANY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2005 AND
      2004**


**(unaudited)**





Six
                Months Ended December 31**2005**
            
            
            2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(1,283,534**
            **)**
            $
            (500,691
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activities:Compensatory
                stock
            
            
            **897,740**
            
            
            288,000Depreciation
            
            
            **80,638**
            
            
            152Changes
                in:Accounts
                receivable
            
            
            **35,400**
            
            
            --Inventories
            
            
            **(10,985**
            **)**
            
            --Prepaid
                expenses and other current assets
            
            
            **2,200**
            
            
            (6,773
            )Accounts
                payable
            
            
            **649,834**
            
            
            153,810Accrued
                expenses
            
            
            **(26,434**
            **)**
            
            3,742Net
                cash provided from (used in) operating activities
            
            
            **344,859**
            
            
            (61,760
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchase
                of capital assets
            
            
            **(631,764**
            **)**
            
            (3,057
            )Net
                cash (used in) investing activities
            
            
            **(631,764**
            **)**
            
            (3,057
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Loans
                and advances from related parties
            
            
            **207,232**
            
            
            63,449Proceeds
                from sale of warrants to purchase common stock
            
            
            **80,000**
            
            
            --Net
                cash provided by financing activities
            
            
            **287,232**
            
            
            63,449**NET
                INCREASE (DECREASE) IN CASH**
            
            
            **327**
            
            
            (1,368
            )**CASH,
                BEGINNING OF PERIOD**
            
            
            **1,148**
            
            
            2,794**CASH,
                END OF PERIOD**
            
            **$**
            **1,475**
            
            $
            1,426







**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            **--**
            
            **$**
            **--**Taxes
                paid
            
            
            **--**
            
            
            **--**








See
      notes
      to consolidated financial statements.




Page
          5





**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**


**December
      31, 2005**


**(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 December 31, 2005 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:


**Six
                Months Ended****December
                31, 2005**
            
            
            Year
                Ended
              June
                30, 2005Negative
                working capital
            
            **$**
            **1,394,227**
            
            $
            744,539Net
                loss
            
            
            **1,283,534**
            
            
            1,352,931





As
      shown
      in the accompanying financial statements, during the three and six months ended
      December 31, 2005 the Company incurred a net loss of $324,788 and $1,283,534,
      respectively. Cash provided from operations during this period was $344,859,
      however, the Company also borrowed funds from its shareholders / officers and
      sold common stock purchase warrants in order to use $631,764 for the purchase
      of
      capital assets. For the fiscal year ended June 30, 2005, the Company realized
      a
      net loss of $1,352,931 and utilized cash of $414,754 for operating
      purposes.




Page
          6


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**


**December
      31, 2005**


**(Unaudited)**





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





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.





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.





During
      the six months ended December 31, 2005 the Company issued 11,606,709 shares
      of
      its common stock to consultants for services rendered by them and recorded
      an
      expense of $897,740 respectively.  The Company, during the first
      quarter of the current fiscal year, also sold warrants to purchase one million
      shares of its common stock at a price of $0.08 per warrant, realizing proceeds
      of $80,000. The exercise price for shares purchased under this warrant is $.15
      per share.








**NOTE
      3          RELATED PARTY
      ADVANCES:**





During
      the six month period ended December 31, 2005, certain related parties advanced
      to the Company a total of $207,232.  These advances are recorded as an
      increase in loans.








**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 six months ended December 31, 2005 and 2004, the effect of stock
      options (52,800 outstanding as of December 31, 2005) and other potentially
      dilutive shares were excluded from the calculation of diluted net loss per
      common share, as their inclusion would have been
      anti-dilutive.  Therefore diluted loss per share is equal to basic
      loss per share.





Page
          7


**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 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 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
      Six Months Ended December 31, 2005 and 2004





For
      the
      six months ended December 31, 2005 the Company, had revenues of $25,700 and
      incurred costs of sales of $14,124 and general and administrative expenses
      of
      $1,295,110. Included in general and administrative expenses is a non-cash charge
      of $897,740, representing the value of common shares issued for services
      provided by consultants. This resulted in a net loss of $1,283,534, as compared
      with the six months ended December 31, 2004 in which the Company had no revenues
      and general and administrative expenses of $500,691, resulting in a net loss
      also of $500,691. For the three months ended December 31, 2005 the Company,
      had
      revenues of $3,080 and incurred costs of sales of $2,050 and general and
      administrative expenses of $325,818. Included in general and administrative
      expenses for the current three month period, is a non-cash charge of $118,200,
      representing the value of common shares issued for services provided by
      consultants. This resulted in a net loss of $324,788, as compared with the
      three
      months ended December 31, 2004 in which the Company had no revenues and general
      and administrative expenses of $74,773, resulting in a net loss also of
      $74,773.  The primary reason for the higher amount of general and
      administrative expenses during the six and three month periods ending December
      31, 2005, is due to expenditures incurred in the marketing of our
      product.





Financial
      Condition, Liquidity and Capital Resources





The
      Company has negative working capital as of December 31, 2005 of $1,394,227.
      However, 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.





Page
          8


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 and if this capital is raised, it, may cause
      significant dilution to the Company’s 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.  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
      $14,000,015 as of December 31, 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
      December 31, 2005, 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.





Page
          9


**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.





**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 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.  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 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.





Page
          10


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





Complex
      technologies such as the technologies developed by us may contain defects when
      introduced. 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.





**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
          11




**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.








**PART
      II - OTHER INFORMATION**





**Item
      1             LEGAL
      PROCEEDINGS**





None





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





None





**Item
      3             DEFAULT
      UPON SENIOR SECURITIES**





None





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





None





**Item
      5             OTHER
      INFORMATION**





None





**Item
      6             EXHIBITS**





Exhibit
      No.    Exhibit
      Description





31.1   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





Page
          12





**SIGNATURE**





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: February
                14, 2006
              By:
              /s/ Nataliya
                Hearn, Ph.D.Nataliya
                Hearn, Ph.D.President
                and
                Director


Date: February
              14, 2006
            By:
            /s/ Jim
              MorinSecretary,
              Treasurer,
              CFO
                and Director





Page
          13