SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 ****
 **FORM
10-QSB**
 
 QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the
quarterly period ended March 31, 2005
 OR
 
 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
  For the
transition period from __________ to __________________
 
 Commission
File No. 0-15260
 
 **Element
21 Golf Company**
 (Exact
name of small business issuer as specified in its charter)
 
 
 Delaware
    88-0218411(State
      or other jurisdiction of incorporation or organization)
    (Internal
      Revenue Service Employer Identification No.)
 
 **207
Queens Quay W. #455, Toronto, Ontario, Canada, M5J 2A7**
 (Address
of principal Executive offices Zip Code)
 
 **800-710-2021**
 Issuer's
telephone number, including area code
 
 Former
name, former address and formal fiscal year if changed since last
report
 
 **264
Queens Quay W. #303, Toronto , Ontario , Canada , M5J 2L4**
  Indicate,
by check mark, whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.   Yes x No  o
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the last practicable date, 86,653,312 shares of common stock, par
value $.01 per share as of March 31, 2005.
 
 
 Transitional
Small Business Disclosure Format (Check One) Yes o No x
 
 
  
  
 Element
21 Golf Company
 
 INDEX
 Page
      Number**PART
      I.**
    **FINANCIAL
      INFORMATION**Item
      1
    Consolidated
      Condensed Financial Statements:Balance
      sheets as of March 31, 2005 (unaudited) and June 30, 2004
    3Statements
      of Operations for the Three and Nine Months Ended March 31, 2005 and 2004
      and the Cumulative Period During the Development Stage Period (September
      17, 2002 to March 31, 2005) (unaudited)
    4Statements
      of Cash Flows for the Nine Months Ended March 31, 2005 and 2004 and the
      Cumulative Period During the Development Stage Period (September 17, 2002
      to March 31, 2005) (unaudited)
    5Notes
      to Unaudited Financial Statements
    6Item
      2
    Management's
      Discussion and Analysis or Plan of Operation
    9Item
      3
    Controls
      and Procedures
    12**PART
      II**
    **OTHER
      INFORMATION**
    13Item
      1
    Legal
      Proceedings
    13Item
      2
    Unregistered
      Sales of Equity Securities and Use of Proceeds
    13Item
      3
    Defaults
      upon Senior Securities
    13Item
      4
    Submission
      of Matters to a Vote of Security Holders
    13Item
      5
    Other
      Information
    13Item
      6
    Exhibits
    13**SIGNATURES**
    
    14**EXHIBITS**
    
    15
 
  -2-
  **PART
1 - FINANCIAL INFORMATION**
 **Item
1 - Financial Statements**
 
 **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **CONSOLIDATED
CONDENSED BALANCE SHEETS**
 **March
      31, 2005**
    
    **June
      30, 2004****(Unaudited)**
    
    **(Audited)**$
    
    $**ASSETS****CURRENT
      ASSETS**Cash
      and cash equivalents
    
    
    **1,250**
    
    
    2,794Accounts
      receivable
    
    
    **3,148**
    
    
    --Inventory
    
    
    **187,879**
    
    
    --Prepaid
      expenses
    
    
    **--**
    
    
    2,187**TOTAL
      CURRENT ASSETS**
    
    
    **192,277**
    
    
    4,981Fixed
      assets, net of accumulated depreciation of $1,152
    
    
    **12,041**
    
    
    --**204,318**
    
    
    4,981**LIABILITIES
      AND SHAREHOLDERS’ EQUITY****CURRENT
      LIABILITIES**Accounts
      payable
    
    
    **481,011**
    
    
    96,745Accrued
      expenses
    
    
    **35,679**
    
    
    31,937**TOTAL
      CURRENT LIABILITIES**
    
    
    **516,690**
    
    
    128,682**LONG-TERM
      LIABILITIES**Loans
      payable - shareholders
    
    
    **141,040**
    
    
    27,818Due
      to other related parties
    
    
    **569,954**
    
    
    513,630**710,994**
    
    
    541,448**TOTAL
      LIABILITIES**
    
    
    **1,227,684**
    
    
    670,130**SHAREHOLDERS'
      DEFICIT**Preferred
      stock, $.10 par share value, authorized 5,000,000 shares, no shares issued
      and outstanding
    
    
    **--**
    
    
    --Common
      stock, $.01 par value; 100,000,000 shares authorized 86,653,312 and
      82,653,312 shares issued and outstanding at March 31 2005 and June 30,
      2004, respectively
    
    
    **866,533**
    
    
    826,533Additional
      paid-in capital
    
    
    **10,119,868**
    
    
    9,871,868Deficit
      accumulated during the development stage
    
    
    **(3,907,618**
    **)**
    
    (3,261,401
    )Accumulated
      deficit prior to development stage
    
    
    **(8,102,149**
    **)**
    
    (8,102,149
    )**(1,023,366**
    **)**
    
    (665,149
    )**204,318**
    
    
    4,981*See
      accompanying notes.*
 
 
 -3-
 
 **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS**
 **(Unaudited)**
 
 **Three
      Months Ended**
      **March
      31**
    
    **Nine
      Months Ended**
      **March
      31**
    
    **Development
      Stage Period -**
      **-
      September 17, 2002 to March 31****2005**
    
    **2004**
    
    **2005**
    
    **2004**
    
    **2005**$
    
    $
    
    $
    
    $
    
    **$****Sales**
    
    
    16,835
    
    
    --
    
    
    16,835
    
    
    --
    
    
    16,835Cost
      of sales
    
    
    11,810
    
    
    --
    
    
    11,810
    
    
    --
    
    
    11,810**Gross
      profit**
    
    
    5,025
    
    
    --
    
    
    5,025
    
    
    --
    
    
    5,025**Expenses**General,
      administrative and selling
    
    
    150,551
    
    
    180,977
    
    
    651,242
    
    
    674,964
    
    
    3,734,935Research
      and development
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    2,445150,551
    
    
    180,977
    
    
    651,242
    
    
    674,964
    
    
    3,737,380**Loss
      from operations**
    
    
    (145,526
    )
    
    (180,977
    )
    
    (646,217
    )
    
    (674,964
    )
    
    (3,732,355
    )**Other
      income(expense)**Gain
      on settlement of liabilities
    
    
    --
    
    
    --
    
    
    --
    
    
    361,962
    
    
    --Loss
      from investments
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (385,280
    )Other
      income
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    210,017-
    
    
    
    
    
    --
    
    
    --
    
    
    361,962
    
    
    (175,263
    )**Loss
      before provision for income taxes**
    
    
    (145,526
    )
    
    (180,977
    )
    
    (646,217
    )
    
    (313,002
    )
    
    (3,907,618
    )**Provision
      for income taxes**
    
    
    --
    
    
    --
    
    
    --
    
    
    
    
    
    --**Loss
      for the period**
    
    
    (145,526
    )
    
    (180,977
    )
    
    (646,217
    )
    
    (313,002
    )
    
    (3,907,618
    )**Basic
      and diluted weighted average number of shares
      outstanding**
    
    
    86,653,312
    
    
    62,193,302
    
    
    85,748,203
    
    
    58,097,608
    
    
    61,579,644**Basic
      and diluted (loss) per share**
    
    
    (0.00
    )
    
    (0.00
    )
    
    (0.01
    )
    
    (0.01
    )
    
    (0.15
    )
  *See
      accompanying notes.*
 
 
 
 
  -4-
  **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
  Nine
      Months Ended
      March
      31
    
    Development
      Stage Period (September 17, 2002-March 31, 2005)**2005**
    
    2004**CASH
      FLOWS FROM OPERATING ACTIVITIES**
    
    $
    
    $
    
    **$**Net
      (loss)
    
    
    **(646,217**
    **)**
    
    (313,002
    )
    
    (3,907,618
    )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Depreciation
    
    
    **1,152**
    
    
    --
    
    
    1,152Net
      effect of subsidiary transactions
    
    
    **--**
    
    
    14,983
    
    
    192,384Compensatory
      stock
    
    
    **288,000**
    
    
    613,135
    
    
    2,672,201Common
      stock issued in acquisition of subsidiary
    
    
    **--**
    
    
    20,433
    
    
    212,362Changes
      in:Prepaid
      expenses and other current assets
    
    
    **2,187**
    
    
    (120,000
    )
    
    (4,899
    )Inventories
    
    
    **(187,879**
    **)**
    
    (125,000
    )
    
    (187,878
    )Receivable
      from shareholders
    
    
    **--**
    
    
    --
    
    
    (113,204
    )Other
      receivables
    
    
    **(3,148**
    **)**
    
    (114,407
    )
    
    (3,148
    )Accounts
      payable
    
    
    **384,266**
    
    
    103,204
    
    
    435,928Accrued
      expenses
    
    
    **3,742**
    
    
    (195,209
    )
    
    29,179**Net
      cash (used in) operating activities**
    
    
    **(157,897**
    **)**
    
    (115,863
    )
    
    (673,541
    )**CASH
      FLOW FROM INVESTING ACTIVITIES:**Capital
      expenditures
    
    
    **(13,193**
    **)**
    
    (267,000
    )
    
    (13,193
    )Investment
    
    
    **--**
    
    
    (7,909
    )
    
    (2,717
    )**Net
      cash used in investing activities**
    
    
    **(13,193**
    **)**
    
    (274,909
    )
    
    (15,910
    )**CASH
      FLOWS FROM FINANCING ACTIVITIES**:Advances
      from related parties
    
    
    **56,324**
    
    
    --
    
    
    569,954Loan
      proceeds from shareholders
    
    
    **113,222**
    
    
    392,000
    
    
    120,353**Net
      cash provided from financing activities**
    
    
    **169,546**
    
    
    392,000
    
    
    690,307**NET
      INCREASE (DECREASE) IN CASH**
    
    
    **(1,544**
    **)**
    
    1,228
    
    
    856Cash,
      beginning of year
    
    
    **2,794**
    
    
    89
    
    
    394**CASH,
      END OF YEAR**
    
    **$******
    ******1,250**
    
    $
    1,317
    
    $
    1,250**SUPPLEMENTAL
      CASH FLOW INFORMATION:**Interest
      paid
    
    **$******
    ******--**
    
    $
    --
    
    $
    --Taxes
      paid
    
    
    **--**
    
    
    --
    
    
    --
 *See
accompanying notes.*
 
 
  -5-
  **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **March
31, 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”) design, develop and expect to market Scandium alloy golf
products.  The first products manufactured using the Company’s
proprietary technology have been recently produced and these products commenced
distribution to wholesalers and retail markets during the third
quarter.
  Element
21 was incorporated under the laws of the state of Delaware on June 26, 1986
and, until October 2003, was doing business under the name BRL Holdings,
Inc.  The Company owns 100% of Element 21 Technologies, Inc.
(“Technologies”), a development stage company that holds the license to use the
proprietary Scandium alloy technology for golf products, 34.2% of AssureTec
Holdings Inc. (”AssureTec” Formerly Tech Ventures, Inc.), which includes the
ownership of 100% of both Advanced Conductor Technologies, Inc. (“ACT”) and IJAM
Enterprises, Inc., neither of which have had operations.
  Immediately
following the closing of the Technologies acquisition, the Company declared: 1)
a 2 for 1 split of its common stock effected in the form of a dividend and 2) a
dividend of 100% of its ownership of AssureTec and ACT, which collectively
represented substantially all of the Company’s assets prior to the acquisition
of Technologies (the “Spin Off”) and the officers and directors immediately
prior to the acquisition resigned.  The shareholders who received
common stock in connection with the Technologies acquisition have received the
stock dividend, but waived their rights to receive distributions associated with
the planned Spin Off.  The Spin Off will only occur after compliance
with Securities and Exchange Commission (“SEC”) regulations.
  In
connection with the planned Spin-Off, AssureTec filed a registration statement
on  Form 10-SB with the SEC in December 2003 to become a reporting
company.  Commencing with the quarter ending December 31, 2003,
AssureTec began filing quarterly reports with the SEC on Forms
10-QSB.  On March 31, 2004, AssureTec completed a common stock and
common stock equivalent share exchange with individual stockholders of AssureTec
Systems (the “Share Exchange”) wherein AssureTec acquired the remaining 65.8%
ownership of AssureTec Systems, resulting in Element 21’s ownership percentage
dropping to the current 26.5%.
  Element
21 is considered to be a development stage enterprise because it has not
generated revenues until this current quarter, and such revenues are
insignificant.  The Company is subject to a number of risks similar to
those of other companies in the early stage of development.  Principal
among these risks are dependencies on key individuals, competition from other
current or substitute products and larger companies, the successful development
and marketing of its products and the need to obtain adequate financing
necessary to fund future operations.  Recently, certain consultants
who are also stockholders of the Company, advanced funds to allow the Company to
acquire aluminum Scandium alloy concentrate from Russia and to acquire critical
lateral forging equipment made in the US, both of which were shipped to South
Korea to enable the production of Scandium alloy golf shafts.
  The
accompanying unaudited consolidated condensed financial statements have been
prepared from the books and records of Element 21 on the same basis as the
annual financial statements and are consistent with the instructions to Form
10-QSB and Rule 310 of Regulation S-B.  Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete consolidated financial statements and should
be read in conjunction with the Company's audited consolidated financial
statements as of and for the fiscal year ended June 30, 2004.  In the
opinion of management, all significant adjustments that are normal, recurring in
nature and necessary for a fair presentation of the financial position, cash
flows and results of the operations of the Company, have been consistently
recorded.  The operating results for the interim periods presented are
not necessarily indicative of expected performance for the entire year ending
June 30, 2005.
 
 
  -6-
  **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **March
31, 2005**
 **(Unaudited)**
 
 
 ****
 ****
 **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 however has only recently established revenues albeit not on any
consistent basis.  Even with the generation of revenues from the sale
of golf shafts now being produced and sold, the Company expects to incur
expenses in excess of revenues for an indefinite period.
 Key
      financial information follows:March
      31, 2005
    
    June
      30, 2004**$**
    
    $Negative
      working capital
    
    
    **324,413**
    
    
    123,701Accumulated
      deficit during the development stage
    
    
    **3,907,618**
    
    
    3,261,401Net
      loss
    
    
    **646,218**
    
    
    2,229,011
 As shown
in the accompanying financial statements, during the three and nine months ended
March 31, 2005 the Company incurred net losses of $145,527 and $646,218,
respectively. For the three and nine months ended March 31, 2004 realized net
losses of $180,977 and $313,002, respectively.  Cash utilized by
operations during the nine months ended March 31, 2005 was $157,897 and the
cumulative loss from September 17, 2002 to March 31, 2005 (the development
stage period) was $3,907,618.
  These
factors, among others, raise significant doubt about the Company’s ability to
continue as a going concern.  The unaudited consolidated condensed
financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.  The Company’s continuation as a going concern is
dependent upon its ability to generate sufficient cash flow and meet its
obligations on a timely basis and ultimately attain
profitability.  Since acquiring the Element 21 Technologies golf
development business, the Company has depended on advances and consulting
services from consultants engaged by the Company.  Without these
continuing advances and services, the Company could not continue with the
development and marketing of its golf products.
  Management’s
plans for the Company include implementation of the plan to sell the Company’s
products into wholesale and retail golf sales channels and raising
additional capital and other strategies designed to optimize shareholder
values.  No assurance however can be made that management will be
successful in fulfilling all elements of its plan.  The failure to
achieve this plan will have a material adverse effect on the Company’s financial
position, results of operations and ability to continue as a going
concern.
  During
fiscal 2004 the Company issued 32,644,927 shares of its common stock to
consultants for services rendered by them and recorded an expense of
$2,352,770.  For the nine months ended March 31, 2005, the Company
issued 4,000,000 shares of its common stock to two consultants and recorded an
expense of $288,000.
 
 
  -7-
  **ELEMENT
21 GOLF COMPANY**
 **(A
Development Stage Enterprise)**
 **NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS**
 **March
31, 2005**
 **(Unaudited)**
 
 
 **NOTE
3          RELATED PARTY
ADVANCES:**
 
 During
the nine month period ended March 31, 2005, certain stockholders of the Company
advanced to the Company a total of $113,222.  These advances are
recorded as an increase in shareholders' loans. In addition, affiliates of the
Company also provided services during this quarter valued at $56,324 . This
amount, which is unpaid, is included in Due to Other Related
Parties.
 
 **NOTE
4          NET LOSS PER
SHARE:**
 
 
 Basic net
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding for the periods.  Diluted net loss per
share reflects, in addition to the weighted average number of common shares, the
potential dilution if stock options and warrants outstanding were exercised
and/or converted into common stock, unless the effect of such equivalent shares
was anti-dilutive.
  For the
three and nine months ended March 31, 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.
 
 
 
  -8-
  **ITEM
2           MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
 
 
 Cautionary
Statement Regarding Forward-Looking Information
  Under the
Private Securities Litigation Reform Act of 1995, companies are provided with a
“safe harbor” for making forward-looking statements about the potential risks
and rewards of their strategies.  Forward-looking statements often
include the words “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate” or similar expressions.  In this Form 10-QSB,
forward-looking statements also include:
 
 ·       
statements about our business plans;
 ·       
statements about the potential for the development, 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
 
 The
following discussion includes the business of Element 21 Golf Company (the
“Company” or “Element 21”) and its wholly-owned subsidiaries.  During
the three months ended March 31, 2005 the Company commenced
operations.  Where relevant, all numbers retroactively take into
account the operations of both Element 21 and Element 21 Technologies, Inc.
(“Technologies”). The Company has announced its plans to spin off Assure Tec
Holdings, Inc. (“AssureTec”) as an independent company, but the spin-off will
only occur after compliance with SEC regulations.
 
 Three
Months Ended March 31, 2005 and 2004
 
 For the
three months ended March 31, 2005, the Company, had revenue of $16,835 and
incurred general and administrative expenses of $150,551 yielding a net loss of
$145,526, as compared with the three months ended March 31, 2004 in which the
Company had no revenues and general and administrative expenses of $180,977,
resulting in a net loss also of $180,977.  The primary reason for the
lower amount of general and administrative expenses during the three months
ending March 31, 2005 is that there were no consulting fees paid during that
period.
  Nine
Months Ended March 31, 2005 and 2004
  For the
nine months ended March 31, 2005 the Company, had revenues of $16,835 which all
occurred in the third quarter and incurred general and administrative expenses
of $651,242 yielding a net loss of $646,217. In comparison, the nine
months ended March 31, 2004 in which the Company had no revenues and general and
administrative expenses of $674,964, with gain on settlements of liabilities of
$361,962 resulting in a net loss of $313,002 for the nine months ended
March 31, 2004.  General and administrative costs for both three-month
periods consisted primarily of consulting costs and legal and accounting
fees.
  The
Development Stage Period - September 17, 2002 to March 31, 2005
  During
the development stage period (September 17, 2002 to March 31, 2005), the
Company, had revenues of $16,835, cost of goods sold of $11,810, research and
development costs of $2,445, administrative costs of $3,734,935, including
stock-based compensation of $2,672,201, and realized loss from investments of
$385,280 and other income of $210,017, yielding an accumulated net loss of
$3,907,618.
  -9-
  Financial
Condition, Liquidity and Capital Resources
  The
Company has negative working capital as of March 31, 2005 of
$324,413.  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, 2004, we
had a working capital deficiency of $123,701.  Our continuation as a
going concern will require that we raise significant additional
capital.
  Without 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, may cause significant
dilution to the Company’s stockholders.
 
 Dividend
Policy
  The
Company has not declared or paid any cash dividends on its common stock since
its inception and does not anticipate the declaration or payment of cash
dividends in the foreseeable future.  The Company intends to retain
earnings, if any, to finance the development and expansion of its
business.  The Company’s future dividend policy will be subject to the
discretion of the Board of Directors and will be contingent upon future
earnings, if any, the Company's financial condition, capital requirements,
general business conditions and other factors.  Therefore, there can
be no assurance that dividends of any kind will ever be paid.
  Effect of
Inflation
  Management
believes that inflation has not had a material effect on its operations for the
periods presented.
  Risk
Factors
  We Have A
Limited Operating History And A History Of Substantial Operating
Losses.
  We have a
history of substantial operating losses and an accumulated deficit of
$12,009,767 as of March 31, 2005, of which $3,907,618 represents development
stage losses and the remainder of $8,102,149 represents accumulated losses prior
to the merger with Technologies.  For the nine months ended March 31,
2005, our net loss was $646,217.  We have historically experienced
cash flow difficulties primarily because our expenses have exceeded our
revenues.  We expect to incur additional operating
losses.  These factors, among others, raise significant doubt about
our ability to continue as a going concern. If we are unable to generate
sufficient revenue from our operations to pay expenses or we are unable to
obtain additional financing on commercially reasonable terms, our business,
financial condition and results of operations will be materially and adversely
affected.
  We Will
Need Additional Financing In Order to Continue Our Operations Which We May Not
Be Able to Raise.
  We will
require additional capital to finance our future operations.  We can
provide no assurance that we will obtain additional financing sufficient to meet
our future needs on commercially reasonable terms or otherwise.  If we
are unable to obtain the necessary financing, our business, operating results
and financial condition will be materially and adversely affected.
  We Have
No Employees and Our Success Is Dependent On Our Ability to Retain And Attract
Consultants to Operate Our Business and There Is No Assurance That We Can Do
So.
  As of
March 31, 2005, we have no employees.  Consultants Nataliya Hearn,
PhD, who is also our CEO and President based in Toronto, Canada, oversee 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.
  -10-
  Our
Performance Depends On Market Acceptance Of Our Products and We Cannot Be Sure
That Our Products Are Commercially Viable.
  We expect
to derive a substantial portion of our future revenues from the sales of
Scandium alloy golf shafts that are only now entering the initial marketing
phase.  Although we believe our products and technologies will be
commercially viable, these are new and untested products.  If markets
for our products fail to develop, develop more slowly than expected or are
subject to substantial competition, our business, financial condition and
results of operations will be materially and adversely affected.
  We Depend
On Strategic Marketing Relationships and If We Fail to Maintain or Establish
Them, Our Business Plan May Not Succeed.
  We expect
our future marketing efforts will focus in part on developing business
relationships with distributors that will market our products to their
customers. The success of our business depends on selling our products and
technologies to a large number of distributors and retail customers. Our
inability to enter into and retain strategic relationships, or the inability to
effectively market our products, could materially and adversely affect our
business, operating results and financial condition.
  Competition
From Traditional Golf Equipment Providers May Increase And We May Not Be Able to
Adequately Compete.
  The
market for golf shafts is highly competitive.  There are a number of
other established providers that have greater resources, including more
extensive research and development, marketing and capital than we do and also
have greater name recognition and market presence.  These competitors
could reduce their prices and thereby decrease the demand for our products and
technologies.  These competitors may lower their prices to compete
with us.  We expect competition to intensify in the future, which
could also result in price reductions, fewer customer and lower gross
margins.
  Rapidly
Changing Technology And Substantial Competition May Adversely Affect Our
Business.
  Our
business is subject to rapid changes in technology.  We can provide no
assurances that research and development by competitors will not render our
technology obsolete or uncompetitive.  We compete with a number of
companies that have technologies and products similar to those offered by us and
have greater resources, including more extensive research and development,
marketing and capital than we do.  We can provide no assurances that
we will be successful in marketing our existing products and developing and
marketing new products in such a manner as to be effective against our
competition.  If our technology is rendered obsolete or we are unable
to compete effectively, our business, operating results and financial condition
will be materially and adversely affected.
  Litigation
Concerning Intellectual Property Could Adversely Affect Our
Business.
  We rely
on a combination of trade secrets, trademark law, contractual provisions,
confidentiality agreements and certain technology and security measures to
protect our trademarks, license, proprietary technology and
know-how.  However, we can provide no assurance that competitors will
not infringe upon our rights in our intellectual property or that competitors
will not similarly make claims against us for infringement.  If we are
required to be involved in litigation involving intellectual property rights,
our business, operating results and financial condition will be materially and
adversely affected.
  It is
possible that third parties might claim infringement by us with respect to past,
current or future technologies.  We expect that participants in our
markets will increasingly be subject to infringement claims as the number of
services and competitors in our industry grows.  Any claims, whether
meritorious or not, could be time-consuming, result in costly litigation and
could 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.
 
  -11-
  **ITEM
3           CONTROLS AND
PROCEDURES:**
 
 
 (a)
Evaluation of disclosure controls and procedures.  Management,
including our Chief Executive Officer and Principal Financial Officer, carried
out an evaluation of the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this quarterly report.  Based
on this evaluation, our Chief Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures were effective to provide
a reasonable level of assurance that the information required to be disclosed in
the reports filed or submitted by us under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the requisite time
periods.
 
 (b)
Changes in internal control over financial reporting.  There were no
changes in our internal control over financial reporting that occurred during
the last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.




-12-
  **PART
II - OTHER INFORMATION**
 ****
 
 **Item
1             LEGAL
PROCEEDINGS**
  None
 
 **Item
2             UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 
 None
 
 **Item
3             DEFAULT
UPON SENIOR SECURITIES**
 
 None
 
 **Item
4             SUBMISSION
OF MATTERS TO A VOTE OF SECURITYHOLDERS**
 
 
 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
   -13-
 
 ****
 **SIGNATURE**
 
 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
 **ELEMENT 21 GOLF
      COMPANY**May 20, 2005
    By:
    /s/ Nataliya Hearn,
      Ph.D.Nataliya Hearn,
Ph.D.
      President and
Director
 May 20, 2005
    By:
    /s/ Jim MorinJim Morin
      Secretary, Treasurer, CFO and
Director
 
 
 -14-