| Delaware                                                            |   | 88-0218411                                                 |
|---------------------------------------------------------------------|--------|------------------------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) |   | (Internal      Revenue Service Employer IdentificationNo.) |

|   | 200      Queens Quay East, Unit #1, Toronto, Ontario, Canada, M5A    4K9 |   |
|--------|--------------------------------------------------------------------------|--------|
|   | (Address      of Principal Executive Offices)                            |   |
|   |                                                                     |   |
|   | 416-362-2121                                                             |   |
|   | Registrant’s      telephone number, including area code            |   |
|   |                                                                     |   |

| Large accelerated      filer   [   ]       | Accelerated      filer [   ]                 |
|-------------------------------------------------------------------------------|------------------------------------------------------------------|
| Non-accelerated      filer     [   ]  | Smaller reporting      company     [ X] |

----

Element 21 Golf Company and Subsidiary

|               |                                                                                                                              | PageNumber |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------|------------|
| PART      I.       | FINANCIAL      INFORMATION                                                                                                        |       |
|               |                                                                                                                              |       |
| Item      1   | Condensed      Consolidated Financial Statements:                                                                                 |       |
|               | Condensed      Consolidated Balance Sheets as of March 31, 2009 (unaudited) and June 30,      2008                                | 3          |
|               | Condensed      Consolidated Statements of Operations for the Nine and Three Months Ended      March 31, 2009 and 2008 (unaudited) | 4          |
|               | Condensed      Consolidated Statements of Cash Flows for the Nine Months Ended March 31,      2009 and 2008 (unaudited)           | 5          |
|               | Notes      to Condensed Consolidated Financial Statements (Unaudited)                                                             | 6          |
| Item      2        | Management's      Discussion and Analysis or Plan of Operation                                                                    | 11         |
| Item      4        | Controls      and Procedures                                                                                                      | 13         |
|               |                                                                                                                              |       |
| PART      II       | OTHER      INFORMATION                                                                                                            |       |
|               |                                                                                                                              |       |
| Item      1        | Legal      Proceedings                                                                                                            | 14         |
| Item      2        | Unregistered      Sales of Equity Securities and Use of Proceeds                                                                  | 14         |
| Item      3        | Defaults      upon Senior Securities                                                                                              | 14         |
| Item      4        | Submission      of Matters to a Vote of Security Holders                                                                          | 14         |
| Item      5        | Other      Information                                                                                                            | 14         |
| Item      6        | Exhibits                                                                                                                          | 14         |
|               |                                                                                                                              |       |
| SIGNATURES         | 17                                                                                                                                |
|               |                                                                                                                              |       |
| EXHIBITS           |                                                                                                                              |
|               |                                                                                                                              |       |
|               |                                                                                                                              |       |

----

|                                                                                                                                                                                                                                                                                                       |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                       |   | March 31, 2009 |   | June 30, 2008 |   |
|        - ASSETS      -                                                                                                                                                                                                                                                                                |   | (unaudited) |   |   |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |
| CURRENT      ASSETS:                                                                                                                                                                                                                                                                                       |   |   |   |   |   |
|  Cash      and cash equivalents                                                                                                                                                                                                                                                                       |   | $ | 696,310 |   | $ | 770,602 |   |
|  Accounts      receivable - net of allowance for doubtful accounts of    $42,000                                                                                                                                                                                                                      |   |   | 965,880 |   |   | 471,006 |   |
|  Inventories                                                                                                                                                                                                                                                                                          |   |   | 1,271,852 |   |   | 1,556,788 |   |
|  Prepaid      expenses and other current assets                                                                                                                                                                                                                                                       |   |   | 167,166 |   |   | 46,615 |   |
| TOTAL      CURRENT ASSETS                                                                                                                                                                                                                                                                                  |   |   | 3,101,208 |   |   | 2,845,011 |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| FIXED      ASSETS – NET                                                                                                                                                                                                                                                                              |   |   | 53,730 |   |   | 101,255 |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                                                                                                                                                                                                                                                          |   | $ | 3,154,938 |   | $ | 2,946,266 |   |
|                                                                                                                                                                                                                                                                                                       |
|                                          -      LIABILITIES AND SHAREHOLDERS’ DEFICIT - |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| CURRENT      LIABILITIES:                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |   |
|  Accounts      payable                                                                                                                                                                                                                                                                                |   | $ | 517,740 |   | $ | 945,230 |   |
|  Royalty      payable                                                                                                                                                                                                                                                                                 |   |   | 620,184 |   |   | 240,524 |   |
|  Accrued      expenses                                                                                                                                                                                                                                                                                |   |   | 1,964,026 |   |   | 1,617,074 |   |
|  Deferred      revenue                                                                                                                                                                                                                                                                                |   |   | 24,000 |   |   | 60,720 |   |
|  Loan      payable – shareholder                                                                                                                                                                                                                                                                |   |   | 775,000 |   |   | 825,000 |   |
|  Convertible      note, net of debt discount of $197,344                                                                                                                                                                                                                                              |   |   | 102,656 |   |   | - |   |
|  Derivative      liability                                                                                                                                                                                                                                                                            |   |   | - |   |   | 117,284 |   |
| TOTAL      CURRENT LIABILITIES                                                                                                                                                                                                                                                                             |   |   | 4,003,606 |   |   | 3,805,832 |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| LONG-TERM      LIABILITIES:                                                                                                                                                                                                                                                                                |   |   |   |   |   |   |   |
|  Accounts      payable - related parties                                                                                                                                                                                                                                                              |   |   | 242,076 |   |   | 242,076 |   |
|  Loans      and advances – officer                                                                                                                                                                                                                                                              |   |   | 175,408 |   |   | 110,412 |   |
| TOTAL      LONG-TERM LIABILITIES                                                                                                                                                                                                                                                                           |   |   | 417,484 |   |   | 352,488 |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
|                                           -      COMMITMENTS AND CONTINGENCIES -         |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| SHAREHOLDERS’      DEFICIT:                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |
|  Preferred      stock, $.10 par value, authorized 2,447,000 shares, no shares issued and      outstanding                                                                                                                                                                                             |   |   | - |   |   | - |   |
|  Series      A Convertible Preferred stock, $.001 par value, authorized 2,200,000      shares, 2,113,556 shares issued and outstanding                                                                                                                                                                |   |   | 2,114 |   |   | 2,114 |   |
|  Series      B Convertible Preferred stock, $.10 par value, authorized 353,000 shares,      294,126 shares issued and outstanding                                                                                                                                                                     |   |   | 29,413 |   |   | 29,413 |   |
|  Common      stock, $.01 par value; 300,000,000 shares authorized, 9,391,312  and      7,256,088 shares issued and outstanding at March 31, 2009 and June 30,      2008, respectively                                                                                                            |   |   | 93,913 |   |   | 72,561 |   |
|  Additional      paid-in capital                                                                                                                                                                                                                                                                      |   |   | 23,937,380 |   |   | 22,754,425 |   |
|  Accumulated      deficit                                                                                                                                                                                                                                                                             |   |   | (25,328,972) |   |   | (24,070,567 | ) |
| TOTAL      SHAREHOLDERS’ DEFICIT                                                                                                                                                                                                                                                                     |   |   | (1,266,152) |   |   | (1,212,054 | ) |
|                                                                                                                                                                                                                                                                                                       |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES AND SHAREHOLDERS’ DEFICIT                                                                                                                                                                                                                                                     |   | $ | 3,154,938 |   | $ | 2,946,266 |   |

----

ELEMENT 21 GOLF COMPANY ANDSUBSIDIARY

|                                                               |   | Nine      months Ended March 31, |       |   | Three      months Ended March 31, |   |
|--------------------------------------------------------------------|--------|----------------------------------|------------|--------|-----------------------------------|--------|
|                                                               |   | 2009                             |       |   | 2008                              |   |   | 2009 |   |   | 2008 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |
|  REVENUES                                                     |   | $                                | 2,811,328  |   |                              | $      | 952,562 |   |   | $ | 1,825,421 |   |   | $ | 565,630 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| COSTS      OF SALES                                                |   |                             | 1,594,589  |   |                              |   | 736,419 |   |   |   | 959,542 |   |   |   | 461,292 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| GROSS      MARGIN                                                  |   |                             | 1,216,739  |   |                              |   | 216,143 |   |   |   | 865,879 |   |   |   | 104,338 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| General      and administrative expenses                           |   |                             | 2,468,407  |   |                              |   | 4,128,770 |   |   |   | 910,591 |   |   |   | 1,274,478 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| LOSS      FROM OPERATIONS                                          |   |                             | (1,251,668 | )      |                              |   | (3,912,627 | ) |   |   | (44,712 | ) |   |   | (1,170,140 | ) |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      INCOME (EXPENSE)                                        |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|   Interest      income                                   |   |                             | 2,888      |   |                              |   | 11,047 |   |   |   | 259 |   |   |   | 3,236 |   |
|   Interest      expense                                  |   |                             | (104,875   | )      |                              |   | (10,174 | ) |   |   | (63,284 | ) |   |   | (10,174 | ) |
|   Derivative      income                                 |   |                             | 95,250     |   |                              |   | 2,282,497 |   |   |   | (8,275 | ) |   |   | 253,853 |   |
|                                                               |   |                             | (6,737     | )      |                              |   | 2,283,370 |   |   |   | (71,300 | ) |   |   | 246,915 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| LOSS      BEFORE PROVISION FOR INCOME TAXES                        |   |                             | (1,258,405 | )      |                              |   | (1,629,257 | ) |   |   | (116,012 | ) |   |   | (923,225 | ) |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|  Provision      for income taxes                              |   |                             | -          |   |                              |   | - |   |   |   | - |   |   |   | - |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| NET      LOSS                                                      |   | $                                | (1,258,405 | )      |                              | $      | (1,629,257 | ) |   | $ | (116,012 | ) |   | $ | (923,225 | ) |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| Weighted      average outstanding shares – basic and diluted |   |                             | 8,093,543  |   |                              |   | 6,266,673 |   |   |   | 9,032,778 |   |   |   | 6,646,287 |   |
|                                                               |   |                             |       |   |                              |   |   |   |   |   |   |   |   |   |   |   |
| Loss      per share                                                |   | $                                | (0.16      | )      |                              | $      | (0.26 | ) |   | $ | (0.01 | ) |   | $ | (0.14 | ) |

----

|                                                                                  |   | 2009   |       |   | 2008   |   |
|---------------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                            |   |   |       |   |   |   |
| Net      loss                                                                         |   | $      | (1,258,405 | )      |   | $      | (1,629,257 | ) |
| Adjustments      to reconcile net loss to net cash used in operating      activities: |   |   |       |   |   |   |   |   |
| Stock-based      compensation                                                         |   |   | 1,394,217  |   |   |   | 2,961,980 |   |
| Depreciation      and amortization                                                    |   |   | 47,525     |   |   |   | 200,813 |   |
| Allowance      for doubtful accounts                                                  |   |   |       |   |   |   | 12,000 |   |
| Discounts      on Convertible Notes                                                   |   |   | (197,344   | )      |   |   | -- |   |
| Derivative      expense (income)                                                      |   |   | (117,284   | )      |   |   | (2,301,997 | ) |
| Changes      in:                                                                      |   |   |       |   |   |   |   |   |
| Accounts      receivable                                                              |   |   | (494,873   | )      |   |   | (242,108 | ) |
| Inventory                                                                             |   |   | 284,936    |   |   |   | (69,402 | ) |
| Prepaid      expenses and other current assets                                        |   |   | (120,551   | )      |   |   | (290,068 | ) |
| Accounts      payable and accrued expenses                                            |   |   | 34,741     |   |   |   | (136,949 | ) |
| Accrued      interest                                                                 |   |   | 74,470     |   |   |   | (17,131 | ) |
| Deferred      revenue                                                                 |   |   | (36,720    | )      |   |   | 96,700 |   |
| Net      Cash (used in) Operating Activities                                          |   |   | (389,288   | )      |   |   | (1,415,419 | ) |
|                                                                                  |   |   |       |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES:                                            |   |   |       |   |   |   |   |   |
| Purchase      of capital assets                                                       |   |   | --         |   |   |   | (65,998 | ) |
| Net      Cash (Used in) Investing Activities                                          |   |   | --         |   |   |   | (65,998 | ) |
|                                                                                  |   |   |       |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES:                                            |   |   |       |   |   |   |   |   |
| Loans      and advances received from (repaid to)    officers/shareholders            |   |   | 64,996     |   |   |   | 34,360 |   |
| (Repayment      of) Proceeds from short term loan                                     |   |   | (50,000    | )      |   |   | 1,000,000 |   |
| Proceeds      from issuance of convertible note                                       |   |   | 300,000    |   |   |   |   |   |
| Repayments      of convertible debt                                                   |   |   | --         |   |   |   | (475,000 | ) |
| Proceeds      from sale of common / preferred shares                                  |   |   |       |   |   |   | 150,000 |   |
| Net      Cash Provided by (used by) Financing Activities                              |   |   | 314,996    |   |   |   | 709,360 |   |
|                                                                                  |   |   |       |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             |   |   | (74,292    | )      |   |   | (772,057 | ) |
|                                                                                  |   |   |       |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   |   |   | 770,602    |   |   |   | 1,751,178 |   |
|                                                                                  |   |   |       |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS, END OF PERIOD                                         |   | $      | 696,310    |   |   | $      | 979,121 |   |
|                                                                                  |   |   |       |   |   |   |   |   |
| SUPPLEMENTAL      CASH FLOWS INFORMATION:                                             |   |   |       |   |   |   |   |   |
| Interest      paid                                                                    |   | $      | 0          |   |   | $      | 46,750 |   |
| NON-CASH      INVESTING AND FINANCING ACTIVITIES:                                     |   |   |       |   |   |   |   |   |
| Issuance      of common stock to pay expenses and settle accruedexpenses              |   | $      | 795,440    |   |   | $      | 1,803,964 |   |

----

 ANDSUBSIDIARY

|                |   | March      31, 2009 |      |   | June      30, 2008 |   |
|---------------------|--------|---------------------|-----------|--------|--------------------|--------|
| Finished      goods |   | $                   | 1,046,016 |   |               | $      | 943,485 |   |
| Components          |   |                | 225,836   |   |               |   | 613,303 |   |
| Total               |   | $                   | 1,271,852 |   |               | $      | 1,556,788 |   |

----

nings per common share. This FSP takes effect inthe first quarter of fiscal years beginning after December 15, 2008 and will beapplied retrospectively for all periods presented.  It will beeffective for the Company on July 1, 2009.  The Company does notexpect FSP EITF 03-6-1 to have a material effect on its consolidatedfinancial statements.

----

|                          |   | Nine      Months EndedMarch      31,2009 |        |   | Year      Ended June 30,2008 |   |
|-------------------------------|--------|------------------------------------------|-------------|--------|------------------------------|--------|
| Negative      working capital |   | $                                        | (902,399    | )      |                         | $      | (960.821 | ) |
| Net      loss            |   | $                                        | (1,258,405  | )      |                         | $      | (2,855,341 | ) |
| Accumulated      deficit      |   | $                                        | (25,328,972 | )      |                         | $      | (24,070,567 | ) |

The Company’s continuation as a going concern is dependent uponits ability to generate sufficient cash flow and meet its obligations on atimely basis and ultimately attain profitability.  Since acquiring theElement 21 Technologies golf development business, the Company has depended onadvances and consulting services from consultants engaged by the Company as wellas prior financings.

----

| Date      Issued                                              |                                          |   |    1/20/2009 |
|---------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|
| Promissory      Note Amount                                   |                                                                                                                                                                                                                                             | $      | 300,000                     |
| Conversion      Price                                         |                                                                                                                                                                                                                                             | $      | 0.45                        |
| Gross      Proceeds                                           |                                                                                                                                                                                                                                             | $      | 300,000                     |
| Net      Cash Proceeds                                        |                                                                                                                                                                                                                                             | $      | 300,000                     |
| Warrants      Issued to Investors                             |                                                                                                                                                                                                                                             |   | 857,143                     |
| Warrants  Exercise      Price                       |                                                                                                                                                                                                                                             | $      | 0.35                        |
| Warrants      Fair Value (WFV)                                |                                                                                                                                                                                                                                             | $      | 246,017                     |
| Warrants      Relative Fair Value                             |                                                                                                                                                                                                                                             | $      | 135,170                     |
| Beneficial      Conversion Feature (BCF)                      |                                                                                                                                                                                                                                             | $      | 01,837                      |
| Amortization      of WFV and BCF as non-cash interest expense |                                                                                                                                                                                                                                             | $      | 39,663                      |

|                             |   | March 31,2009 |      |   | March 31,2008 |   |
|----------------------------------|--------|---------------|-----------|--------|---------------|--------|
| Warrants                         |   |          | 677,828   |   |          |   | 3,616,236 |   |
| Convertible      Preferred Stock |   |          | 2,407,682 |   |          |   | 2,179,133 |   |
| Convertible      Note            |   |          | 666,667   |   |          |   | - |   |

----

NOTE9                                   FAIR VALUEMEASUREMENTS 

----

| Liabilities                                                                                                                                                                           |   |         March      31, 2009 |   |   |        Quoted      Prices in Active Markets for Identical Assets(Level      1) |   |   |        Significant      Other Observable Inputs(Level      2) |   |   |        Significant      Unobservable Inputs(Level      3) |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|--------|--------|-------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------|--------|--------|----------------------------------------------------------------|--------|
| Derivative      Instrument                                                                                                                                                            |   | $                                     | 0      |   |                                                                                | $      | 0      |                                                               |   | $      | 0                                                              |   |   | $ | 0 |   |
| Beginning      Balance                                                                                                                                                                |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   | $ | 117,284 |   |
| Total      gains or (losses) (realized/unrealized)                                                                                                                                    |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   |   |   |
| Included      in earnings                                                                                                                                                             |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   | (95,250 | ) |
| Included      in other comprehensive income                                                                                                                                           |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   | - |   |
| Purchases,      issuances and settlements                                                                                                                                             |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   | - |   |
| Transfer      in and/or out of Level 3                                                                                                                                                |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   | - |   |
|                        Transfer      to Additional Paid-In Capital |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   |   | (22,034 | ) |
| Ending      Balance                                                                                                                                                                   |   |                                  |   |   |                                                                                |   |   |                                                               |   |   |                                                           |   |   | $ | 0 |   |

----

ITEM2                                MANAGEMENT'SDISCUSSION AND ANALYSIS OR PLAN OF OPERATION

----

Critical Accounting Policies

----

----

PART II - OTHER INFORMATION

| Exhibit No. | Exhibit      Description                                                                                                                                                                                                                                             |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)(1)          | Amended      Certificate of Incorporation of the Company, incorporated herein by      reference to the Company’s   Registration Statement on Form S-1, as      amended, File No. 33-43976 filed on November 14, 1991.                                     |
|             |                                                                                                                                                                                                                                                                 |
| 3(i)(2)          | Certificate      of Amendment to Amended Certificate of Incorporation of the Company,      incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K      dated May 12, 2006.                                                                  |
|             |                                                                                                                                                                                                                                                                 |
| 3(i)(3)          | Certificate      of the Powers, Designations, Preferences and Rights of the Series A      Convertible Preferred Stock, $0.10 par value per share, incorporated      herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated      February 24, 2006. |
|             |                                                                                                                                                                                                                                                                 |
| 3(i)(4)          | Certificate      of the Powers, Designations, Preferences and Rights of the Series B      Convertible Preferred Stock, $0.10 par value per share, incorporated      herein by reference to Exhibit 3(i) to the Company’s Form 8-K dated August      3, 2006.   |

| 3(i)(5)  | Certificate      of the Powers, Designations, Preferences and Rights of the Series B      Convertible Preferred Stock, $0.10 par value per share, incorporated      herein by reference to Exhibit 3(i) to 3(iix9x1) to the Company’s Form 8-K      dated June 18, 2007.                                  |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                            |
| 3(ii)(1) | Amended      and Restated Bylaws of the Company, incorporated herein by reference to      the Company’s   Registration Statement on Form S-1, as amended,      File No. 33-43976 filed on November 14, 1991.                                                                                    |
|     |                                                                                                                                                                                                                                                                                                            |
| 3(ii)(2) | Certificate      of Amendment to the Certificate of Incorporation of the Company to      effectuate a 1 for 20 reverse stock split of the Company’s issued and      outstanding shares of common stock, incorporated herein by reference to      the Company’s  Form 8-K dated April 24, 2008. |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.1      | Form      of Element 21 Golf Company 10% Convertible Promissory Note, incorporated      herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated      February 24, 2006.                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.2      | Element      21 Golf Company 10% Convertible Promissory Note issued to Oleg Muzyrya ,      incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K      dated February 24, 2006.                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.3      | Common      Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.4 to      the Company’s Form 8-K dated February 24, 2006.                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.4      | Form      of Element 21 Golf Company 10% Convertible Promissory Note, incorporated      herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated May 23,      2006.                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.5      | Common      Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.2 to      the Company’s Form 8-K dated May 23, 2006.                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.6      | Form      of Warrant for Purchase of 3,750,000 Shares of Common Stock dated July 31,      2006, incorporated herein by reference to Exhibit 4.1 to the Company’s      Form 8-K dated August 3, 2006.                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.7      | Form      of Warrant for Purchase of 5,073,530 Shares of Common Stock dated July 31,      2006, incorporated herein by reference to Exhibit 4.2 to the Company’s      Form 8-K dated August 3, 2006.                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.8      | Form      of Warrant for Purchase of 3,750,000 Shares of Common Stock dated July 31,      2006, incorporated herein by reference to Exhibit 4.1 to the Company’s      Form 8-K dated December 1, 2006.                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.9      | Form      of Warrant for Purchase of 5,073,530 Shares of Common Stock dated July 31,      2006, incorporated herein by reference to Exhibit 4.2 to the Company’s      Form 8-K dated December 1, 2006.                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.10     | Common      Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.1 to      the Company’s Form 8-K dated June 18, 2006.                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                            |
| 4.11     | Form      of Warrant for Purchase of 5,882,400 Shares of Common Stock dated June 15,      2007, incorporated herein by reference to Exhibit 4.2 to the Company’s      Form 8-K dated June 18, 2007.                                                                                                       |

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| 10.1   | Series      A Convertible Preferred Stock Exchange Agreement and Acknowledgement dated      as of February 22, 2006, incorporated herein by reference to Exhibit 10.1      to the Company’s Form 8-K dated February 24, 2006.                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                |
| 10.2   | Element      21 Golf Company 2006 Equity Incentive Plan, incorporated herein by      reference to Annex C to the Company’s Proxy Statement Pursuant to Section      14(a) of the Securities Exchange Act of 1934 filed on April 7,      2006. |
|   |                                                                                                                                                                                                                                                |
| 10.3   | Form      of Subscription Agreement for Shares of Series B Convertible Preferred      Stock dated as of July 31, 2006, incorporated herein by reference to      Exhibit 10.1 to the Company’s Form 8-K dated August 3,    2006.               |
|   |                                                                                                                                                                                                                                                |
| 10.4   | Form      of Subscription Agreement for Shares of Series B Convertible Preferred      Stock dated as of November 30, 2006, incorporated herein by reference to      Exhibit 10.1 to the Company’s Form 8-K dated August 3,    2006.           |
|   |                                                                                                                                                                                                                                                |
| 10.5   | Form      of Subscription Agreement for Shares of Series B Convertible Preferred      Stock dated as of June 15, 2007, incorporated herein by reference to      Exhibit 10.2 to the Company’s Form 8-K dated June 18,  2007.                  |
|   |                                                                                                                                                                                                                                                |
| 10.6   | Form      of Subscription Agreement for Shares of Common Stock dated as of June,      2007, incorporated herein by reference to Exhibit 10.1 to the Company’s      Form 8-K dated June 18, 2007.                                              |
|   |                                                                                                                                                                                                                                                |
| 10.7   | License      Agreement with Advanced Light Alloys Corporation dated as of June 21, 2007      incorporated by reference to exhibit 10.1 to the Company’s Form 10KSB      dated June 21, 2007.                                                  |
|   |                                                                                                                                                                                                                                                |
| 10.8   | Consulting      Agreement with Nataliya Hearn dated as of January 4, 2006 incorporated by      reference to exhibit 10.4 to the Company’s Form 10KSB dated October 13,      2006.                                                             |
|   |                                                                                                                                                                                                                                                |
| 10.9   | Consulting      Agreement with John Grippo dated as of November 10, 2005 incorporated by      reference to exhibit 10.5 to the Company’s Form 10KSB dated October 13,      2006.                                                              |
|   |                                                                                                                                                                                                                                                |
| 10.10  | Consulting      Agreement with Nataliya Hearn dated as of January 1, 2009, filed      herewith.                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                |
| 10.11  | Consulting      Agreement with David Sindalovsky dated as of September 15, 2008, filed      herewith.                                                                                                                                               |
|   |                                                                                                                                                                                                                                                |
| 10.12  | Consulting      Agreement with John Grippo dated as of January 1, 2008, filed      herewith.                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                |

| 32.1   | Certification      of principal executive officer pursuant to section 302 of the      Sarbanes-Oxley Act of 2002                |
|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                            |
| 31.2   | Certification      of principal financial and accounting officer pursuant to Section 302 of      the Sarbanes Oxley Act of 2002 |
|   |                                                                                                                            |
| 32.1   | Certification      of principal executive officer pursuant to Section 906 of the Sarbanes      Oxley Act of 2002                |
|   |                                                                                                                            |
| 32.2   | Certification      of principal financial and executive officer pursuant to Section 906 of      the Sarbanes Oxley Act of2002   |

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|                               |                         |                          |
|------------------------------------|------------------------------|-------------------------------|
|                               | Element      21 Golf Company |
|                               |                         |                          |
| May 14,      2009        | By:                | /s/       Nataliya Hearn |
|                               | Nataliya      Hearn, Ph.D.   |
|                               | President      and Director  |
|                               |                         |                          |
|                               |                         |
|                               |                         |                          |
| May 14,      2009   | By:                | /s/ David      Khazak    |
|                               | Chief      Financial Officer |