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 September 30, 2005
 OR
 
 TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15 (d)
 OF
        THE
        SECURITIES EXCHANGE ACT OF 1934
 For
        the
        transition period from __________ to __________________
 
 Commission
        File 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
                  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,  99,774,506 shares of common
        stock,
        par value $.01 per share as of November  21, 2005.
 
 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 September 30, 2005 (unaudited) and June 30,
                  2005
              3Statements
                  of Operations for the Three Months Ended September 30, 2005 and
                  2004
                  (unaudited)
              4Statements
                  of Cash Flows for the Three Months Ended September 30, 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
              11**PART
                  II**
              **OTHER
                  INFORMATION**Item
                  1
              Legal
                  Proceedings
              11Item
                  2
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              11Item
                  3
              Defaults
                  upon Senior Securities
              11Item
                  4
              Submission
                  of Matters to a Vote of Security Holders
              11Item
                  5
              Other
                  Information
              11Item
                  6
              Exhibits
              11**SIGNATURES**
              12**EXHIBITS**
 
 
  
  **PART
        1 - FINANCIAL INFORMATION**
 **Item
        1 - Financial Statements**
 
 **ELEMENT
        21 GOLF COMPANY**
 **CONSOLIDATED
        CONDENSED BALANCE SHEETS**
 
 **-
                  ASSETS -****September
                  30, 2005**
              
              June
                  30, 2005**(unaudited)****CURRENT
                  ASSETS:**Cash
              
              **$**
              **3,816**
              
              $
              1,148Accounts
                  receivable - net of allowance for doubtful accounts of $0
              
              
              **6,193**
              
              
              36,451Inventories
              
              
              **130,467**
              
              
              170,928Prepaid
                  expenses and other current assets
              
              
              **4,180**
              
              
              6,380**TOTAL
                  CURRENT ASSETS**
              
              
              **144,656**
              
              
              214,907**FIXED
                  ASSETS - NET**
              
              
              **15,128**
              
              
              12,712**TOTAL
                  ASSETS**
              
              **$**
              **159,784**
              
              $
              227,619**-
                  LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                  LIABILITIES:**Accounts
                  payable
              
              **$**
              **358,055**
              
              $
              416,446Accrued
                  expenses
              
              
              **543,000**
              
              
              543,000**TOTAL
                  CURRENT LIABILITIES**
              
              
              **901,055**
              
              
              959,446**LONG-TERM
                  LIABILITIES:**Accounts
                  payable - related parties
              
              
              **573,527**
              
              
              483,764Loans
                  and advances - officers/shareholders
              
              
              **484,251**
              
              
              484,251**1,057,778**
              
              
              968,015**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, 98,774,508
                  and
                  87,487,241 shares issued and outstanding at September 30, and June
                  30,
                  2005, respectively
              
              
              **987,745**
              
              
              874,872Additional
                  paid-in capital
              
              
              **10,888,433**
              
              
              10,141,767Accumulated
                  deficit
              
              
              (13,675,227
              )
              
              (12,716,481
              )(1,799,049
              )
              
              (1,699,842
              )**$**
              **159,784**
              
              $
              227,619
 
 See
        notes to consolidated financial
        statements.
  Page
            3
  **ELEMENT
        21 GOLF COMPANY**
 **CONSOLIDATED
        CONDENSED STATEMENTS OF OPERATIONS**
 **FOR
        THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004**
 **(unaudited)**
 
 Three
                  months Ended September 30,**2005**
              
              2004**REVENUES**
              
              **$**
              **22,620**
              
              $
              -**COSTS
                  AND EXPENSES**Costs
                  of sales
              
              
              **12,074**
              
              
              -General
                  and administrative
              
              
              **969,292**
              
              
              425,918**TOTAL
                  COSTS AND EXPENSES**
              
              
              **981,366**
              
              
              425,918**LOSS
                  FROM OPERATIONS - BEFORE PROVISION FOR INCOME
                  TAXES**
              
              
              (958,746
              )
              
              (425,918
              )Provision
                  for income taxes
              
              
              **-**
              
              
              -**NET
                  LOSS**
              
              **$**
              (958,746
              )
              $
              (425,918
              )Basic
                  and diluted weighted average shares
              
              
              **94,647,551**
              
              
              83,971,983Basic
                  and diluted loss per share
              
              **$**
              (0.01
              )
              $
              (0.01
              )
  
 See notes to consolidated financial
      statements.  Page
            4
  **ELEMENT
        21 GOLF COMPANY**
 **CONSOLIDATED
        CONDENSED STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004**
 **(unaudited)**
 
 **2005**
              
              2004**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              **$**
              **(958,746**
              **)**
              $
              (425,918
              )Adjustments
                  to reconcile net loss to net cash (used in) operating
                  activities:Compensatory
                  stock
              
              
              **779,539**
              
              
              288,000Depreciation
              
              
              **784**
              
              
              76Changes
                  in:Accounts
                  receivable
              
              
              **30,258**
              
              
              -Inventories
              
              
              **40,461**
              
              
              -Prepaid
                  expenses and other current assets
              
              
              **2,200**
              
              
              -Accounts
                  payable
              
              
              **(58,391**
              **)**
              
              82,021Accrued
                  expenses
              
              
              **-**
              
              
              1,242Net
                  cash (used in) operating activities
              
              
              **(163,895**
              **)**
              
              (54,579
              )**CASH
                  FLOW FROM INVESTING ACTIVITIES:**Purchase
                  of capital assets
              
              
              **(3,200**
              **)**
              
              (3,057
              )Net
                  cash (used in) investing activities
              
              
              **(3,200**
              **)**
              
              (3,057
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Advances
                  from related parties
              
              
              **89,763**
              
              
              61,475Proceeds
                  from sale of warrants to purchase common stock
              
              
              **80,000**
              
              
              -Net
                  cash provided from financing activities
              
              
              **169,763**
              
              
              61,475**NET
                  INCREASE IN CASH**
              
              
              **2,668**
              
              
              3,839**CASH,
                  BEGINNING OF PERIOD**
              
              
              **1,148**
              
              
              2,794**CASH,
                  END OF PERIOD**
              
              **$**
              **3,816**
              
              $
              6,633
 
 **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**
 **September
        30, 2005**
 **(Unaudited)**
 
 **NOTE
        1          NATURE
        OF BUSINESS
        AND OPERATIONS:**
 
 Element
        21 Golf Company and subsidiaries (a development stage enterprise) (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
        it’s
        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 U.S., 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 period ended September 30, 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:
 **September
                  30,**
                **2005**
              
              June
                  30,
                2005Negative
                  working capital
              
              **$**
              **756,399**
              
              $
              744,539Net
                  loss
              
              
              **958,746**
              
              
              1,352,931Accumulated
                  deficit
              
              
              **13,675,227**
              
              
              12,716,481
 
 As
        shown
        in the accompanying financial statements, during the three months ended
        September 30, 2005 the Company incurred a net loss of $958,746 and cash utilized
        by operations during this period was $163,895. 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.
 
 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
  Page
            6
  **ELEMENT
        21 GOLF COMPANY**
 **NOTES
        TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **September
        30, 2005**
 **(Unaudited)**
 
 **NOTE
        2          FUTURE
        OPERATIONS/GOING CONCERN (CONTINUED)** :
 
 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 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 three months ended September 30, 2005 the Company issued 11,281,265 shares
        of its common stock to consultants for services rendered by them and recorded
        an
        expense of $779,539.  The Company 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 three month period ended September 30, 2005, certain related parties
        advanced to the Company a total of $89,763.  These advances
        are
        recorded as an increase in loans and are not expected to be repaid during
        the
        next twelve months..
 
 
 **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 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 months ended September 30, 2005 and 2004, 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.
 
 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
        Months Ended September 30, 2005 and 2004
 
 For
        the
        three months ended September 30, 2005 the Company, had revenue of $22,620
        and
        incurred costs of sales of $12,074 and general and administrative expenses
        of
        $969,292. Included in general and administrative expenses is a non-cash charge
        of $779,539, representing the value of common shares issued for services
        provided by consultants. This resulted in a net loss of $958,746, as compared
        with the three months ended September 30, 2004 in which the Company had no
        revenues and general and administrative expenses of $425,918, resulting in
        a net
        loss also of $425,918.  The primary reason for the higher amount
        of
        general and administrative expenses during the three months ending September
        30,
        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 September 30, 2005 of
        $756,399.  The Company retains consultants who are also significant
        stockholders of the Company to perform development and public company reporting
        activities in exchange for stock of the Company.  At June 30,
        2005, we
        had a working capital deficiency of $744,539.  Our continuation
        as a
        going concern will require that we raise significant additional
        capital.
 
 Absent
        continued issuance of common stock for services by these consultants and
        continued advances by stockholders of the Company, the Company cannot
        manufacture its golf shaft product line or market golf products based on
        its
        technologies.  The Company is actively searching for capital
        to
        implement its business plans, supply the Company with products for distribution,
        and develop collateral materials for its potential customer
        base.  There can be no assurance such capital will be raised
        on terms
        acceptable to the Company and if this capital is raised, it, may cause
        significant dilution to the Company’s stockholders.
  Page
            8
  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
        $13,675,227 as of September 30, 2005.   We have historically
        experienced cash flow difficulties primarily because our expenses have exceeded
        our revenues.  We expect to incur additional operating
        losses.  These factors, among others, raise significant doubt
        about
        our ability to continue as a going concern. If we are unable to generate
        sufficient revenue from our operations to pay expenses or we are unable to
        obtain additional financing on commercially reasonable terms, our business,
        financial condition and results of operations will be materially and adversely
        affected.
 
 We
        Will
        Need Additional Financing In Order to Continue Our Operations Which We May
        Not
        Be Able to Raise.
 
 We
        will
        require additional capital to finance our future operations.  We
        can
        provide no assurance that we will obtain additional financing sufficient
        to meet
        our future needs on commercially reasonable terms or otherwise.  If
        we
        are unable to obtain the necessary financing, our business, operating results
        and financial condition will be materially and adversely affected.
 
 We
        Have
        No Employees and Our Success Is Dependent On Our Ability to Retain And Attract
        Consultants to Operate Our Business and There Is No Assurance That We Can
        Do
        So.
 
 As
        of
        September 30, 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.
 
 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.
  Page
            9
  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 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.
 
  Page
            10
  **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**
 
 During
        the three months ended September 30, 2005 the Company issued 11,281,265 shares
        of its common stock to consultants for services rendered by them and recorded
        an
        expense of $779,539.  The Company 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. 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**
 
 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
            11
  **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 CompanyNovember
                18, 2005
              By:
              /s/
                 Nataliya HearnNataliya
                Hearn, Ph.D.President
                and Director November
                18, 2005
              By:
              /s/ Jim
                MorinSecretary,
                Treasurer,CFO
                and
                Director
   Page
            12