SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      quarterly period ended September 30, 2008




oTRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15
      (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934




For
      the
      transition period from __________ to __________________





Commission
      File No. 0-15260





**Element
      21 Golf Company**


(Exact
      name of Registrant as specified in its charter)





Delaware
            88-0218411(State
                or other jurisdiction of incorporation or organization)
            (Internal
                Revenue Service Employer Identification
                No.)





**200
      Queens Quay East, Unit #1, Toronto, Ontario, Canada, M5A
      4K9**


(Address
      of Principal Executive Offices)




**416-362-2121**


Registrant’s
      telephone number, including area code




Check
      whether the Registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or for such shorter period that the Registrant was required to file such
      reports) and (2) has been subject to such filing requirements for the past
      90
      days.   Yes x No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a small reporting company. See
      the
      definition of “large accelerated filer”, “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filer
            o
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            Smaller
                reporting company
            x




Check
      mark whether the registrant is a shell company (as defined in Rule 12b-2 of
      the
      Exchange Act).


Yes o No x





**APPLICABLE
      ONLY ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS**




Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
      the
      distribution of securities under a plan confirmed by a court


Yes o No o




**APPLICABLE
      ONLY TO CORPORATE ISSUERS:**




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the last practicable date **,** **** 7,871,136  shares
      of
      common stock, par value $.01 per share as of November 12, 2008.













Element
      21 Golf Company and Subsidiary





INDEX




Page
              Number**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1
            Condensed
                Consolidated Financial Statements:Condensed
                Consolidated Balance Sheets as of September 30, 2008 (unaudited)
                and June
                30, 2008
            
            3Condensed
                Consolidated Statements of Operations for the Three Months Ended
                September
                30, 2008 and 2007 (unaudited)
            
            4Condensed
                Consolidated Statements of Cash Flows for the Three Months Ended
                September
                30, 2008 and 2007 (unaudited)
            
            5Notes
                to Condensed Consolidated Financial Statements (Unaudited)
            
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            
            10Item
                4
            Controls
                and Procedures
            
            12**PART
                II**
            **OTHER
                INFORMATION**Item
                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**
            
            16**EXHIBITS**


2


**PART
      1 - FINANCIAL INFORMATION**





**Item
      1 - Financial Statements**




**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





September
                30, 2008
            
            June
                30,
              2008(unaudited)**-
                ASSETS -****CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            $
            255,615
            
            $
            770,602Accounts
                receivable - net of allowance for doubtful accounts of
                $42,000
            
            
            356,719
            
            
            471,006Inventories
            
            
            1,353,488
            
            
            1,556,788Prepaid
                expenses and other current assets
            
            
            60,957
            
            
            46,615**TOTAL
                CURRENT ASSETS**
            
            
            2,026,779
            
            
            2,845,011**FIXED
                ASSETS - NET**
            
            
            82,288
            
            
            101,255**TOTAL
                ASSETS**
            
            $
            2,109,067
            
            $
            2,946,266




**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable
            
            $
            347,309
            
            $
            945,230Royalty
                payable
            
            
            318,146
            
            
            240,524Accrued
                expenses - compensation
            
            
            1,787,399
            
            
            1,617,074Deferred
                revenue
            
            
            1,950
            
            
            60,720Loan
                payable - shareholder
            
            
            825,000
            
            
            825,000Derivative
                liability
            
            
            56,577
            
            
            117,284**TOTAL
                CURRENT LIABILITIES**
            
            
            3,336,381
            
            
            3,805,832**LONG-TERM
                LIABILITIES:**Accounts
                payable - related parties
            
            
            242,076
            
            
            242,076Loans
                and advances - officer
            
            
            141,525
            
            
            110,412**TOTAL
                LONG-TERM LIABILITIES**
            
            
            383,601
            
            
            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
            
            
            2,114Series
                B Convertible Preferred stock, $.10 par value, authorized 353,000
                shares,
                294,126 shares issued and outstanding
            
            
            29,413
            
            
            29,413Common
                stock, $.01 par value; 300,000,000 shares authorized, 7,489,984,
                and
                7,256,088 shares issued and outstanding at September 30, 2008 and
                June 30,
                2008, respectively
            
            
            74,900
            
            
            72,561Additional
                paid-in capital
            
            
            22,992,031
            
            
            22,754,425Accumulated
                deficit
            
            
            (24,709,373
            )
            
            (24,070,567
            )**TOTAL
                SHAREHOLDERS’ DEFICIT**
            
            
            (1,610,915
            )
            
            (1,212,054
            )**TOTAL
                LIABILITIES AND SHAREHOLDERS’ DEFICIT**
            
            $
            2,109,067
            
            $
            2,946,266





See
      notes
      to consolidated financial statements





3




**ELEMENT
      21 GOLF COMPANY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**


**(unaudited)**





2008
            
            2007**REVENUES**
            
            $
            555,256
            
            $
            131,131**COSTS
                OF SALES**
            
            
            349,722
            
            
            59,543**GROSS
                PROFIT**
            
            
            205,534
            
            
            71,588**GENERAL
                AND ADMINISTRATIVE EXPENSES**
            
            
            885,698
            
            
            939,261**LOSS
                FROM OPERATIONS**
            
            
            (680,164
            )
            
            (867,673
            )**OTHER
                INCOME (EXPENSE)**Interest
                income
            
            
            1,446
            
            
            1,280Interest
                expense
            
            
            (20,795
            )
            
            **—**Derivative
                income (expense)
            
            
            60,707
            
            
            (647,267
            )41,358
            
            
            (645,987
            )**LOSS
                BEFORE PROVISION FOR INCOME TAXES**
            
            
            (638,806
            )
            
            (1,513,660
            )Provision
                for income taxes
            
            
            **—**
            
            
            **—****NET
                LOSS**
            
            $
            (638,806
            )
            $
            (1,513,660
            )Basic
                and diluted loss per share
            
            $
            (0.09
            )
            $
            (0.25
            )Basic
                and diluted weighted average shares outstanding
            
            
            7,224,771
            
            
            6,004,138




See
      notes
      to condensed consolidated financial statements.


4


**ELEMENT
      21 GOLF COMPANY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**


**(unaudited)**





2008
            
            2007**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (638,806
            )
            $
            (1,513,660
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Compensatory
                common stock and warrants
            
            
            317,601
            
            
            183,577Depreciation
                and amortization
            
            
            18,967
            
            
            92,044Derivative
                liability expense (income)
            
            
            (60,707
            )
            
            647,267Changes
                in:Accounts
                receivable
            
            
            114,287
            
            
            43,021Inventories
            
            
            203,300
            
            
            (93,662
            )Prepaid
                expenses and other current assets
            
            
            (5,342
            )
            
            (228,970
            )Accounts
                payable and accrued expenses
            
            
            (457,425
            )
            
            464,144Accrued
                interest
            
            
            20,795
            
            
            (46,750
            )Deferred
                revenue
            
            
            (58,770
            )
            
            (17,300
            )Net
                cash (used in) operating activities
            
            
            (546,100
            )
            
            (470,289
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchase
                of capital assets
            
            
            **—**
            
            
            (38,147
            )Net
                cash (used in) investing activities
            
            
            **—**
            
            
            (38,147
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Loans
                and advances received from officer
            
            
            31,113
            
            
            45,315Net
                proceeds from (repayments of) bridge loans
            
            
            **—**
            
            
            (475,000
            )Net
                cash (used in) provided from financing activities
            
            
            31,113
            
            
            (429,685
            )**NET
                (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            (514,987
            )
            
            (938,121
            )**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            770,602
            
            
            1,751,178**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            255,615
            
            $
            813,057


**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            **—**
            
            $
            46,750Taxes
                paid
            
            $
            **—**
            
            $
            **—**Issuance
                of stock for services rendered and/or to be rendered
            
            $
            239,945
            
            $
            387,870




See
      notes
      to condensed consolidated financial statements.





5




**ELEMENT
      21 GOLF COMPANY** **AND SUBSIDIARY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





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





Element
      21 Golf Company and subsidiary (the “Company” and or “Element 21”) designs,
      develops and markets Scandium alloy golf and fishing products.  The
      first products manufactured using the Company’s proprietary technology have been
      produced and the Company commenced distribution to wholesalers and retail
      markets during the last quarter of its fiscal year ended June 30,
      2006.





In
      June,
      2007 the Company expanded into recreational fishing equipment. On June 21,
      2007,
      the Company entered into a non-exclusive, world-wide patent license with
      Advanced Light Alloys Corporation (Advanced) by which Element 21 was licensed
      by
      Advanced to make, use, and sell fishing equipment utilizing certain of
      Advanced’s patents (see Note 8 - Related Party Transactions).





The
      Company is subject to a number of risks similar to those of other companies
      in
      the early stages of operations.  Principal among these risks are
      dependencies on key individuals, competition from other current or substitute
      products and larger companies, the successful marketing of its products and
      the
      potential need to obtain adequate additional financing necessary to fund future
      operations.





**NOTE
      2**  **BASIS
      OF PREPARATION**





Pursuant
      to the rules and regulations of the Securities and Exchange Commission for
      Form
      10-Q, the financial statements, footnote disclosures and other information
      normally included in financial statements prepared in accordance with generally
      accepted accounting principles have been condensed or omitted. The financial
      statements contained in this report are unaudited but, in the opinion of
      Management, reflect all adjustments, consisting of only normal recurring
      adjustments necessary for a fair presentation of the condensed consolidated
      financial statements. All significant inter-company accounts and transactions
      have been eliminated in consolidation. The results of operations for any interim
      period are not necessarily indicative of results for the full year. The balance
      sheet at June 30, 2008 has been derived from the audited financial statements
      at
      that date but does not include all of the information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements.


For
      further information, refer to the consolidated financial statements and notes
      thereto included in the Company’s Form 10-KSB for the year ended June 30,
      2008.




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.





On
      April
      25, 2008, the Company effected a 1 for 20 reverse stock split. All share and
      per
      share amounts in this report have been retroactively restated to reflect the
      1
      for 20 reverse split.





Inventories,
      which consist primarily of goods held for resale, are stated at the lower of
      cost (first-in, first-out method) or market and are comprised as
      follows:





September
                30,
              2008
            
            June
                30,
              2008Finished
                goods
            
            $
            711,782
            
            $
            943,485Components
            
            
            641,706
            
            
            613,303Total
            
            $
            1,353,488
            
            $
            1,556,788





**NOTE
      3**  **RECENT
      ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY**





In
      September 2006, the FASB issued SFAS No. 157, *“Fair
      Value Measurements”* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles and expands disclosures about fair
      value measurements. This statement does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information, SFAS No.
      157 is effective for fiscal years beginning after November 15, 2007, and all
      interim periods within those fiscal years. In February, 2008, the FASB released
      FASB Staff Position (FSP FAS 157-2 - *Effective
      Date of FASB Statement No. 157* )
      which
      delays the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis (at least annually),
      to
      fiscal years beginning after November 15, 2008 and interim periods within those
      fiscal years. The implementation of SFAS No. 157 for financial assets and
      liabilities, effective July 1, 2008, did not have an impact on the Company’s
      financial position and results of operations. The Company is currently
      evaluating the impact of adoption of this statement in its non-financial assets
      and liabilities..




6




**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      3**  **RECENT
      ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY
      (Continued)**




In
      February 2007, the FASB issued SFAS No. 159, *“The
      Fair Value Option for Financial Assets and Financial Liabilities Including
      an
      Amendment of FASB Statement No. 115”* .
      SFAS No. 159 permits entities to choose to measure many financial
      instruments and certain other items at fair value that are not currently
      required to be measured at fair value. This statement also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between entities that choose different measurement attributes for similar types
      of assets and liabilities. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. Our adoption of SFAS 159 did not have a
      material impact on our results of operations or financial
      position.





In
      March
      2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
      Instruments and Hedging Activities. The new standard is intended to improve
      financial reporting about derivative instruments and hedging activities by
      requiring enhanced disclosures to enable investors to better understand their
      effects on an entity’s financial position, financial performance, and cash
      flows. It is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008, with early application
      encouraged. Our adoption of SFAS 161 is not expected to have a material impact
      on our results of operations or financial position.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles”. The new standard is intended to improve financial
      reporting by identifying a consistent framework, or hierarchy, for selecting
      accounting principles to be used in preparing financial statements that are
      presented in conformity with U.S. generally accepted accounting principles
      (GAAP) for nongovernmental entities. Prior to the issuance of SFAS 162, GAAP
      hierarchy was defined in the American Institute of Certified Public Accountants
      (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles. SFAS 162
      is
      effective 60 days following the SEC’s approval of the Public Company Accounting
      Oversight Board Auditing amendments to AU Section 411, The Meaning of Present
      Fairly in Conformity with Generally Accepted Accounting Principles. Our adoption
      of SFAS 162 is not expected to have a material impact on our results of
      operations or financial position.





**NOTE
      4**   **GOING
      CONCERN**





These
      interim financial statements have been presented on the basis that the Company
      is a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business.  The
      Company has only recently begun generating revenues.  Even with the
      generation of revenues from the sale of golf and fishing products now being
      produced and sold, the Company expects to incur expenses in excess of revenues
      for an indefinite period.





Key
      financial information follows:





Quarter
                Ended
              September
                30,
              2008
            
            Year
                Ended June 30,
              2008Negative
                working capital
            
            $
            (1,309,602
            )
            $
            (960.821
            )Net
                loss
            
            $
            (638,806
            )
            $
            (2,855,341
            )Accumulated
                deficit
            
            $
            (24,709,373
            )
            $
            (24,070,567
            )





As
      shown
      in the accompanying financial statements, during the three months ended
      September 30, 2008 the Company incurred a net loss of $638,806 and cash utilized
      by operations during this period was $546,100. For the fiscal year ended June
      30, 2008, the Company realized a net loss of $2,855,341 and utilized cash of
      $1,477,309 from operations.





These
      factors, among others, raise significant doubt about the Company’s ability to
      continue as a going concern.  The unaudited condensed consolidated
      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 as well as prior
      financings.




7




**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      4**   **GOING
      CONCERN (Continued)**





Absent
      these continuing advances, services and financings, the Company could not
      continue with the development and marketing of its golf and fishing
      products.





Managements’
      plans for the Company include more aggressive marketing, raising additional
      capital and other strategies designed to optimize shareholder value. However,
      no
      assurance can be given that management will be successful in fulfilling all
      components of its plan. The failure to achieve these plans will have a material
      adverse effect on the Company’s financial position, results of operations and
      ability to continue as a going concern.





**NOTE
      5**   **RELATED
      PARTY ADVANCES AND LOANS PAYABLE**





During
      the three month period ended September 30, 2008, a certain officer advanced
      a
      net amount of $31,113 to the Company.  The officer will not require
      repayment of the $141,525 loans and advances balance at September 30, 2008
      within the next 12 months.





In
      February 7, 2008, a shareholder made a loan to the Company of $1 million in
      the
      form of an unsecured promissory note with stated interest of 10%; such note
      was
      paid in full, including interest of $25,000, on May 27, 2008. The Company
      entered into a new unsecured promissory note of $825,000 on May 27, 2008 with
      a
      stated interest rate of 10% and a repayment date of November 1, 2008. The loan
      agreement contains default provisions and the Company went into default;
      however, subsequent to the balance sheet date, the Company has negotiated an
      extension of the repayment date until February, 2009.





**NOTE
      6**   **(LOSS)
      PER SHARE**





Basic
      net
      income (loss) per share is computed by dividing net income (loss) by the
      weighted average number of common shares outstanding for the
      periods.  Diluted net income (loss) per share reflects, in addition to
      the weighted average number of common shares, the potential dilution of stock
      options and warrants outstanding, exercised and/or converted into common stock,
      unless the effect of such equivalent shares was anti-dilutive.





For
      the
      three months ended September 30, 2008 and 2007, the effect of stock options
      and
      other potentially dilutive shares were excluded from the calculation of diluted
      net loss per common share, as their inclusion would have been
      anti-dilutive.  Therefore


diluted
      loss per share is equal to basic loss per share. Such
      securities, shown below, presented on a common share equivalent basis and
      outstanding as at September 30, 2008 and 2007 have been excluded from the
      diluted loss per share computations:




September
                30,
              2008
            
            September
                30,
              2007Warrants
            
            
            2,565,939
            
            
            3,553,664Convertible
                Preferred Stock
            
            
            1,885,016
            
            
            2,179,133Stock
                Options
            
            
            160
            
            
            160





**NOTE
      7**  **SHAREHOLDER’S
      EQUITY**




During
      the three months ended September 30, 2008 the Company issued 233,896 shares
      of
      its common stock to consultants for services rendered and to be rendered by
      them
      for an aggregate value of $239,945 based on the market price of the shares
      at
      time of issuance.





In
      February 2006, the Company issued a warrant to purchase 50,000 shares of the
      Company’s common stock at a price of $0.20 as part of the Company’s repayment of
      outstanding indebtedness to a creditor of the Company. The warrant vested
      immediately and is exercisable for a three year period from the date of
      issuance. As of September 30, 2008, the warrant was revalued and the derivative
      liability was adjusted to approximately $25,000. As of September 30, 2008 the
      Company revalued the warrant under the Black Scholes option-pricing model with
      the following assumptions: an expected life equal to the contractual term of
      the
      warrant, as the case may be; no dividends; a risk free rate of return of 1.36%
      and volatility of 74.88%.




8





**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      7**   **SHAREHOLDER’S
      EQUITY (Continued)**





The
      Company issued warrants in conjunction with the issuance of convertible notes
      in
      2006. As of September 30, 2008, all of the remaining
      unexpired warrants (three year) were revalued and the liability was adjusted
      to
      approximately $19,000. As of September 30, 2008 the Company revalued the
      warrants using the Black Scholes option-pricing model with the following
      assumptions: an expected life equal to the contractual term of the conversion
      options or warrants, as the case may be; no dividends; a risk free rate of
      return of 1.36% and volatility of 74.88%. Volatility is based upon the
      historical volatility of the Company’s stock price.





The
      Company also previously issued warrants in conjunction with compensation for
      services rendered by various consultants. As of September 30, 2008, all of
      the
      remaining unexpired warrants were revalued and the liability was adjusted to
      approximately $13,000. As of September 30, 2008 the Company revalued the
      warrants using the Black Scholes option-pricing model with the following
      assumptions: an expected life equal to the contractual term of the conversion
      options or warrants, as the case may be; no dividends; a risk free rate of
      return of 1.36% and volatility of 74.88%. Volatility is based upon the
      historical volatility of the Company’s stock price.





**NOTE
      8********RELATED
      PARTY TRANSACTION**





During
      the three months ended September 30, 2008 the Company incurred a royalty expense
      of $77,622 for the sale of fishing equipment. The royalty is calculated as
      20%
      of the net selling price of fishing products sold by the Company and any sub
      licensee. The royalty is payable to Advanced Light Alloys Corporation (“ALA”), a
      Barbados corporation that is wholly-owned by David Sindalovsky, a consultant
      to
      the Company. The Company is obligated to pay ALA a minimum of $100,000 in
      royalties for fishing product on an ongoing annual basis for each 12 month
      period beginning June 1, 2007. The Company has not paid any royalties to date
      to
      ALA but has accrued royalties totaling approximately $318,000 as of September
      30, 2008.





**NOTE
      9**  ****   **SUBSEQUENT
      EVENT**





According
      to the Amended and Restated Certificate of Powers, Designations, Preferences
      and
      Rights of the Series B Convertible Preferred Stock, $.10 par value per share,
      the holders of the Series B Preferred Stock are entitled to an adjustment to
      their common stock conversion price, subject to various exclusions if,
      subsequent to its initial issuance, the Company issues over 1,000,000 shares
      of
      common stock below the Series B Preferred Stock conversion price of $3.40 per
      share. On November 5, 2008, subsequent to the balance sheet date, the Company
      issued 169,119 shares of common stock to the holders of the Series B Preferred
      Stock. The shares were issued in anticipation of the potential impact of the
      Company’s registration of 1,500,000 shares under a Form S-8 filed on September
      25, 2008. If the conversion price adjustment is higher, the holders of the
      Series B Preferred Stock will be entitled to further shares. If the adjustment
      is less, then the holders of the Series B Preferred stock may retain the excess
      benefit.




9





**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-Q, 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-Q. 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-Q.  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-Q and also review
      the other documents we file from time to time with the Securities and Exchange
      Commission (“SEC”).





**Results
      of Operations**





**Three
      and Months Ended September 30, 2008 and 2007**





For
      the
      three months ended September 30, 2008 the Company had revenue of $555,256 and
      incurred costs of sales of $349,722 and general and administrative expenses
      of
      $885,698. Included in general and administrative expenses is a non-cash charge
      of $317,601, representing the value of compensatory common stock and warrants
      for services provided by consultants. This resulted in a net loss of $638,806,
      as compared with the three months ended September 30, 2007 in which the Company
      had revenue of $131,131, incurred costs of sales of $59,543 and general and
      administrative expenses of $939,261 (including a non-cash charge of $183,577
      representing the value of compensatory common stock and warrants for services
      provided by consultants), resulting in a net loss of
      $1,513,660.  After adjusting for the non-cash charges, general and
      administrative expenses decreased by approximately $71,350, primarily due to
      a
      concerted effort to decrease cash expenses, offset somewhat by an increase
      in
      expenses due to the higher level of sales and marketing costs.





**Financial
      Condition, Liquidity and Capital Resources**





The
      Company has negative working capital as of September 30, 2008 of
      $1,309,602.  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, 2008, we
      had a working capital deficiency of $960,821.  Our continuation as a
      going concern will require that we raise significant additional
      capital.





Absent
      continued issuances of common stock for services to our consultants and
      continued advances by stockholders of the Company, the Company cannot
      manufacture its golf shaft or fishing product lines or market its 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 that such capital will be raised on
      terms acceptable to the Company and if this capital is raised, it, may cause
      significant dilution to the Company’s stockholders.





**Recent
      Accounting Pronouncements**





See
      Note
      3 “Recent Accounting Pronouncements Affecting the Company” in the Notes to
      Condensed Consolidated Financial Statements in Item 1 for a full description
      of
      recent accounting pronouncements, including the expected dates of adoption
      and
      estimated effects on results of operations and financial condition, which is
      incorporated herein.




10





**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 is prohibited from paying dividends on common
      stock as long as there are any unpaid accrued dividends due to the Series B
      Convertible Stock shareholders. 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.





**Critical
      Accounting Policies**





The
      Company’s discussion and analysis of its financial condition and results of
      operations are based upon the Company’s consolidated financial statements, which
      have been prepared in accordance with accounting principles generally accepted
      in the United States. The preparation of these consolidated financial statements
      requires the Company to make estimates and judgments that affect the reported
      amounts of assets, liabilities, revenues and expenses and related disclosure
      of
      contingent assets and liabilities. The Company bases its estimates on historical
      experience and on various other assumptions that are believed to be reasonable
      under the circumstances, the results of which form the basis for making
      judgments about the carrying values of assets and liabilities that are not
      readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions.





The
      Company believes the following critical accounting policies affect its more
      significant judgments and estimates used in the preparation of its consolidated
      financial statements.





***Stock-Based
      Compensation:***





The
      Company accounts for stock-based employee compensation arrangements in
      accordance with the provisions of *Statement
      of Financial Accounting Standards No* .
      123(R),
      Shared-Based Payments (FAS 123(R)). Under FAS 123(R), compensation cost is
      calculated on the date of the grant using the Black Scholes option-pricing
      formula. The compensation expense is then amortized over the vesting period.
      The
      Company uses the Black-Scholes option-pricing formula in determining the fair
      value of the Company’s options at the grant date and applies judgment in
      estimating the key assumptions that are critical to the model such as the
      expected term, volatility and forfeiture rate of an option. The Company’s
      estimate of these key assumptions is based on historical information and
      judgment regarding market factors and trends. If actual results are not
      consistent with the Company’s assumptions and judgments used in estimating the
      key assumptions, the Company may be required to record additional compensation
      or income tax expense, which could have a material impact on the Company’s
      financial position and results of operations.





***Allowance
      for Doubtful Accounts:***





The
      Company maintains allowances for doubtful accounts for estimated losses
      resulting from the inability of its customers to make required payments. If
      the
      financial condition of the Company’s customers were to deteriorate, resulting in
      an impairment of their ability to make payments, additional allowances may
      be
      required, which would be charged against earnings.





***Income
      Taxes***





As
      part
      of the process of preparing our consolidated financial statements, we are
      required to estimate our income taxes in each of the jurisdictions in which
      we
      operate.  This process involves estimating the actual current tax
      liabilities together with assessing temporary differences resulting from
      differing treatment of items for tax and accounting purposes.  These
      differences result in deferred tax assets and liabilities, which are included
      within the consolidated balance sheet.  The most significant tax assets are
      available net operating loss carryforwards. .  We must then assess the
      likelihood that the deferred tax assets will be recovered from future taxable
      income and, to the extent we believe that recovery is not likely, a valuation
      allowance must be established.  To the extent we establish a valuation
      allowance or increase or decrease this allowance in a period, the impact will
      be
      included in the tax provision in the statement of operations.  Significant
      management judgment is required to determine our provision for income taxes
      and
      the recoverability of the deferred tax asset.  It is based on our estimates
      of future taxable income by jurisdiction in which we operate and the period
      over
      which the deferred tax assets will be recoverable.  In the event that
      actual results differ from these estimates or we adjust these estimates in
      future periods, a valuation allowance may need to be established which could
      result in a tax provision equal to the carrying value of the deferred tax
      assets.





11




***Property
      and Equipment***





We
      record
      property and equipment at cost and depreciate that cost over the estimated
      useful life of the asset on a straight-line basis. Ordinary maintenance and
      repairs are expensed as incurred and improvements that significantly increase
      the useful life of property and equipment are capitalized.





We
      test
      property and equipment for impairment whenever events or changes in
      circumstances indicate that the carrying value of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of the asset to future net cash flows expected
      to be generated by the asset. If such assets are deemed to be impaired, the
      impairment to be recognized is measured by the amount by which the carrying
      amount of the assets exceeds the fair value of the assets based on the projected
      net cash flows discounted at a rate commensurate with the risk of the assets.





**ITEM
      3**   **CONTROLS
      AND PROCEDURES:**





**(a)
      Evaluation of disclosure controls and procedures** .  Management,
      including our Chief Executive Officer and Principal Financial Officer, carried
      out an evaluation of the effectiveness of our disclosure controls and procedures
      as of the end of the period covered by this quarterly report.  Based
      on this evaluation, our Chief Executive Officer and Principal Financial Officer
      concluded that our disclosure controls and procedures were effective to provide
      a reasonable level of assurance that the information required to be disclosed
      in
      the reports filed or submitted by us under the Securities Exchange Act of 1934
      is recorded, processed and summarized. .





**(b)
      Changes in internal control over financial reporting** .  There
      were no changes in our internal control over financial reporting that occurred
      during the last fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.





12




**PART
      II - OTHER INFORMATION**




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





None




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





During
      the three months ended September 30, 2008 the Company issued 233,896 shares
      of
      its common stock to consultants for services rendered and to be rendered by
      them
      and for an aggregate value of $239,945   The shares were issued in
      reliance on exemptions from registration pursuant to Section 4(2) of the
      Securities Act of 1933, as amended.




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





None




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





None




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





None




**Item
      6**   **EXHIBITS**





Exhibit No.
            
            Exhibit
                Description3(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.




13




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.




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, 200710.8
            
            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,
                200610.9
            
            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




14




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
                200210.1
            
            Consulting
                Agreement with Nataliya Hearn dated as of January 4,
                2007.10.2
            
            Consulting
                Agreement with David Sindalovsky dated as of September 15,
                2007.10.3
            
            Consulting
                Agreement with John Grippo dated as of January 4, 2007.10.4
            
            Common
                Stock Purchase Warrant agreement with Nataliya Hearn dated as of
                January
                4, 2007.





15




**SIGNATURE**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.


Element
                21 Golf CompanyNovember
                14, 2008
            By:
            /s/
                 Nataliya HearnNataliya
                Hearn, Ph.D.
                President
                  and Director




November
                14, 2008
            By:
            /s/ John
                GrippoChief
                Financial Officer




16