SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB**





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      quarterly period ended December 31, 2007


OR


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 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.)





**200
                Queens Quay East, Unit #1, Toronto, Ontario, Canada, M5A
                4K9**(Address
                of principal Executive offices Zip Code)**416-362-2121**Issuer's
                telephone number, including area codeFormer
                name, former address and formal fiscal year if changed since last
                report




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





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


Yes o No x





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




Indicate
      by check mark whether the registrant has 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 oNo
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, 135,212,737 shares of common stock,
      par value $.01 per share as of February 12, 2008.





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










Element
      21 Golf Company and Subsidiary





INDEX




Page
              Number**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1
            Condensed
                Consolidated Financial Statements:Balance
                Sheets as of December 31, 2007 (unaudited) and June 30,
                2007
            
            3Statements
                of Operations for the Six and Three Months Ended December 31, 2007
                and
                2006 (unaudited)
            
            4Statements
                of Cash Flows for the Six Months Ended December 31, 2007 and 2006
                (unaudited)
            
            5Notes
                to Interim Condensed Consolidated Financial Statements
                (Unaudited)
            
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            
            13Item
                3
            Controls
                and Procedures
            
            17**PART
                II**
            **OTHER
                INFORMATION**Item
                1
            Legal
                Proceedings
            
            18Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            18Item
                3
            Defaults
                upon Senior Securities
            
            18Item
                4
            Submission
                of Matters to a Vote of Security Holders
            
            18Item
                5
            Other
                Information
            
            18Item
                6
            Exhibits
            
            18**SIGNATURES**
            
            19**EXHIBITS**




2





**PART
      1 - FINANCIAL INFORMATION**





**Item
      1 - Financial Statements**




**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**-
                ASSETS -**December
                31, 2007
            
            June
                30, 2007(unaudited)**CURRENT
                ASSETS:**Cash
            
            $
            249,270
            
            $
            1,751,178Accounts
                receivable - net of allowance for doubtful accounts of
                $15,000
            
            
            135,108
            
            
            123,155Inventories
            
            
            1,012,589
            
            
            921,820Prepaid
                expenses and other current assets
            
            
            516,463
            
            
            158,147**TOTAL
                CURRENT ASSETS**
            
            
            1,913,430
            
            
            2,954,300**FIXED
                ASSETS - NET**
            
            
            104,336
            
            
            244,234**TOTAL
                ASSETS**
            
            $
            2,017,766
            
            $
            3,198,534**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            $
            1,635,626
            
            $
            697,649Accrued
                interest
            
            
            -
            
            
            46,750Deferred
                revenue
            
            
            5,229
            
            
            17,300Convertible
                notes
            
            
            -
            
            
            475,000Derivative
                liability
            
            
            439,244
            
            
            2,386,011**TOTAL
                CURRENT LIABILITIES**
            
            
            2,080,099
            
            
            3,622,710**LONG-TERM
                LIABILITIES:**Accounts
                payable - related parties
            
            
            482,076
            
            
            482,076Loans
                and advances - officers/shareholders
            
            
            115,661
            
            
            95,006597,737
            
            
            577,082COMMITMENTS
                AND CONTINGENCIES**SHAREHOLDERS’
                DEFICIT:**Preferred
                stock, $.10 par value, authorized 2,447,000 shares, no shares issued
                and
                outstanding
            
            
            -
            
            
            -Series
                A Preferred stock, $.001 par value, authorized 2,200,000 shares,
                2,113,556
                shares issued and outstanding
            
            
            2,114
            
            
            2,114Series
                B Preferred stock, $.01 par value, authorized 353,000 shares, 352,946
                shares issued and outstanding
            
            
            35,295
            
            
            35,295Common
                stock, $.01 par value; 300,000,000 shares authorized, 126,513,857
                and
                118,882,645 shares issued and outstanding at December 31, and June
                30,
                2007, respectively
            
            
            1,265,139
            
            
            1,188,826Additional
                paid-in capital
            
            
            19,958,639
            
            
            18,987,733Accumulated
                deficit
            
            
            (21,921,257
            )
            
            (21,215,226
            )**TOTAL****SHAREHOLDERS’
                DEFICIT**
            
            
            (660,070
            )
            
            (1,001,258
            )**TOTAL
                LIABILITIES AND SHAREHOLDERS’ DEFICIT**
            
            $
            2,017,766
            
            $
            3,198,534




See
      notes
      to condensed consolidated financial statements.





3




**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE SIX AND THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006**


**(unaudited)**





Six
                months Ended December 31,
            
            Three
                months Ended December 31,**2007**
            
            **2006**
            
            **2007**
            
            **2006****REVENUES**
            
            $
            386,932
            
            $
            26,311
            
            $
            255,801
            
            $
            25,084**COST
                OF SALES**
            
            
            275,127
            
            
            19,212
            
            
            215,583
            
            
            4,389**GROSS
                MARGIN**
            
            
            111,805
            
            
            7,099
            
            
            40,218
            
            
            20,695General
                and administrative expenses
            
            
            2,854,291
            
            
            3,577,569
            
            
            1,915,031
            
            
            2,325,503**LOSS
                FROM OPERATIONS**
            
            
            (2,742,486
            )
            
            (3,570,470
            )
            
            (1,874,813
            )
            
            (2,304,808
            )**OTHER
                INCOME (EXPENSE)**Interest
                income
            
            
            7,811
            
            
            -
            
            
            6,530
            
            
            -Interest
                expense
            
            
            -
            
            
            (823,617
            )
            
            -
            
            
            (269,541
            )Derivative
                income (expense)
            
            
            2,028,644
            
            
            (1,896,636
            )
            
            2,675,911
            
            
            (1,681,794
            )2,036,455
            
            
            (2,720,253
            )
            
            2,682,441
            
            
            (1,951,335
            )**INCOME
                (LOSS) BEFORE PROVISION FOR INCOME TAXES**
            
            
            (706,031
            )
            
            (6,290,723
            )
            
            807,628
            
            
            (4,256,143
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -**NET
                INCOME (LOSS)**
            
            
            (706,031
            )
            
            (6,290,723
            )
            
            807,628
            
            
            (4,256,143
            )****Accretion
                of preferred stock dividends
            
            
            -
            
            
            4,000,000
            
            
            -
            
            
            2,000,000**INCOME
                (LOSS) APPLICABLE TO COMMON SHAREHOLDERS**
            
            $
            (706,031
            )
            $
            (10,290,723
            )
            $
            807,628
            
            $
            (6,256,143
            )Basic
                weighted average shares
            
            
            122,741,423
            
            
            108,826,111
            
            
            124,818,339
            
            
            112,057,909Diluted
                weighted average shares
            
            
            122,741,423
            
            
            108,826,111
            
            
            172,848,141
            
            
            112,057,909Basic
                income (loss) per share
            
            
            ($0.01
            )
            
            ($0.09
            )
            $
            0.01
            
            
            ($0.00
            )Diluted
                income (loss) per share
            
            
            ($0.01
            )
            
            ($0.09
            )
            $
            0.01
            
            
            ($0.00
            )




See
      notes
      to condensed consolidated financial statements.




4


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED DECEMBER 30, 2007 AND 2006**


**(unaudited)**





2007
            
            2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (706,031
            )
            $
            (6,290,723
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Compensatory
                common stock and warrants
            
            
            2,152,260
            
            
            2,254,365Depreciation
                and amortization
            
            
            184,600
            
            
            176,020Amortization
                of discount to convertible notes
            
            
            -
            
            
            745,788Excess
                derivative liability expense (income)
            
            
            (1,966,267
            )
            
            1,896,636Changes
                in:Accounts
                receivable
            
            
            (11,953
            )
            
            (2,439
            )Inventories
            
            
            (90,769
            )
            
            (177,013
            )Prepaid
                expenses and other current assets
            
            
            (237,616
            )
            
            (280,172
            )Accounts
                payable and accrued expenses
            
            
            (287,763
            )
            
            508,886Accrued
                interest
            
            
            (27,250
            )
            
            21,658Deferred
                revenue
            
            
            (12,071
            )
            
            -Net
                cash (used in) operating activities
            
            
            (1,002,860
            )
            
            (1,146,994
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchase
                of capital assets
            
            
            (44,703
            )
            
            (30,434
            )Net
                cash (used in) investing activities
            
            
            (44,703
            )
            
            (30,434
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**(Repayments
                to) related parties
            
            
            -
            
            
            (45,672
            )Loans
                and advances made to (repaid by) officers/shareholders
            
            
            20,655
            
            
            (21,925
            )Financing
                costs
            
            
            -
            
            
            (500,000
            )(Repayments
                of) net proceeds from bridge loans
            
            
            (475,000
            )
            
            140,000Proceeds
                from sale of preferred shares
            
            
            -
            
            
            4,000,000Net
                cash (used in) provided by financing activities
            
            
            (454,345
            )
            
            3,573,403**NET
                (DECREASE) INCREASE IN CASH**
            
            
            (1,501,908
            )
            
            2,394,975**CASH,
                BEGINNING OF PERIOD**
            
            
            1,751,178
            
            
            263,219**CASH,
                END OF PERIOD**
            
            $
            249,270
            
            $
            2,658,194


**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            46,750
            
            $
            -Taxes
                paid
            
            $
            **-**
            
            $
            -**NON-CASH
                INVESTING AND FINANCING ACTIVITIES:**Issuance
                of stock to pay expenses and settle accrued expenses
            
            $
            1,314,400
            
            $




See
      notes
      to condensed consolidated financial statements.




5




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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





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





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





In
      June,
      2007 the Company began an expansion 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 9 - Related party Transaction).





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.





The
      accompanying unaudited consolidated condensed financial statements have been
      prepared from the books and records of Element 21 on the same basis as the
      annual financial statements and are consistent with the instructions to Form
      10-QSB and Rule 310 of Regulation S-B.  Accordingly, the accompanying
      financial statements do not include all the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      All significant inter-company accounts and transactions have been eliminated
      in
      consolidation. In the opinion of management, all adjustments (consisting of
      normal recurring adjustments) considered necessary for a fair presentation
      have
      been included. Operating results for the periods ended December 31, 2007 are
      not
      necessarily indicative of the results that may be expected for the year ending
      June 30, 2008. For further information, refer to the consolidated financial
      statements and footnotes thereto included in the Company's annual report for
      the
      year ended June 30, 2007.




**NOTE
      2** **FUTURE
      OPERATIONS/GOING CONCERN** :





These
      interim financial statements have been presented on the basis that the Company
      is a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business.  The
      Company has only recently begun producing revenues; however, not on any
      consistent basis.  Even with the generation of revenues from the sale
      of golf 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:





Six
                Months Ended December 31,
              2007
            
            Year
                Ended June 30,
              2007(Negative)
                working capital
            
            $
            (166,669
            )
            $
            (668,410
            )Net
                loss
            
            $
            706,031
            
            $
            4,002,650Accumulated
                deficit
            
            $
            21,921,257
            
            $
            21,215,226





As
      shown
      in the accompanying financial statements, during the three and six months ended
      December 31, 2007 the Company earned net income of $807,628 and incurred a
      net
      loss of $706,031, respectively, and cash utilized by operations during the
      six
      month period was $1,002,860. For the fiscal year ended June 30, 2007, the
      Company realized a net loss of $4,002,650 and utilized cash of $3,994,796 for
      operations.





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.





6


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





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





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 the
      financings described below (See Notes 6 and 7). 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.





During
      the six months ended December 31, 2007 the Company issued 7,731,212 shares
      of
      its common stock to consultants for services rendered and to be rendered by
      them
      for an aggregate value of $1,314,400 based on the market price of the shares
      at
      time of issuance. For the six months ended December 31, 2007, the amortized
      expense aggregated $1,193,200.




**NOTE
      3** **RELATED
      PARTY ADVANCES:**





During
      the six month period ended December 31, 2007, certain related parties advanced
      a
      net amount of $20,655. During the six month period ended December 31, 2006,
      the
      Company repaid certain related parties a net amount of $45,672 and certain
      officers and shareholders a net amount of $21,925.  Management does not
      expect these amounts to be paid within the next 12 months.




**NOTE
      4** **FACTORING
      AGREEMENT:**





On
      March
      16, 2007, the Company signed an Accounts Receivable Purchase agreement (commonly
      described as a factoring agreement). The term of the agreement is one year.
      The
      Company is obligated to pay a daily fee based on the face amount of purchased
      accounts receivable. The maximum borrowing level allowed under this agreement
      is
      $1,000,000. As of December 31, 2007, the Company had not borrowed any monies
      under this agreement.





**NOTE
      5** **NET
      INCOME (LOSS) PER SHARE:**





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





For
      the
      three and six months ended December 31, 2006 and the six months ended December
      31, 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 December 31, 2007 and 2006 have been excluded from the per
      share computations:





December
                31,
              2007
            
            December
                31,
              2006Warrants
            
            
            72,374,114
            
            
            62,683,365Convertible
                Notes
            
            
            -
            
            
            5,216,256Convertible
                Preferred Stock
            
            
            43,582,667
            
            
            32,156,863





7




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





**NOTE
      5** **NET
      INCOME (LOSS) PER SHARE (Continued):**





For
      the
      three months ended December 31, 2007, the effect of stock options and other
      potentially dilutive shares were included in the calculation of diluted net
      loss
      per common share. The Series A and Series B Preferred Stock were included
      into the fully diluted computation on the “if converted” method. All other
      securities were included based on the economics of their individual terms to
      determine the likelihood of conversion. The dilutive effect of preferred shares
      and warrants was 48,029,802.




Reconciliation
                of Basic to Fully Diluted Shares
            
            
            Three
                months ended 12/31/2007Basic
                shares
            
            
            124,818,339Dilutive
                effect of warrants
            
            
            4,447,136Dilutive
                effect of convertible preferred shares
            
            
            43,582,666Fully
                diluted shares
            
            
            172,848,141





**NOTE
      6** **CONVERTIBLE
      NOTES:**




***Bridge
      I Financing:***




Between
      January 17 and March 6, 2006, the Company issued 10% Convertible Promissory
      Notes in the aggregate principal face amount of $540,000 to 15 individual
      investors. With respect to notes totaling $340,000 (the “$340,000 Notes”), each
      such investor also received three separate warrants (a warrant exercisable
      for
      one year, a warrant exercisable for two years, and a warrant exercisable for
      three years) to purchase shares of the Company's common stock up to an amount
      equal to the initial investment in the $340,000 Notes at an exercise price
      to be
      determined based on a twenty day trading average of shares of the Company’s
      Common Stock prior to the date of exercise or from and after the date of an
      equity financing of at least $5.0 million (the “Equity Financing”) completed
      within 12 months. With respect to one note for $200,000 (the “$200,000 Note”),
      the investor received 3,529,413 warrants (1/3 warrants exercisable for one
      year,
      1/3 warrants exercisable for two years, and the remaining 1/3 warrants
      exercisable for three years) with similar terms, except that the warrants are
      exercisable at an exercise price which is fixed at $0.17 per share. All of
      these
      warrants are subject to certain anti-dilution price adjustments. The $340,000
      Notes and the $200,000 Note mature one year after issuance and accrue interest
      at an annual interest rate equal to 10% per annum, payable at maturity. All
      the
      notes and interest are convertible, at the option of the investor, into shares
      of Company’s Common Stock under the same terms and conditions as the
      warrants.





During
      the year ended June 30, 2007, two notes totaling $75,000 and $7,500 in related
      accrued interest were converted into 485,294 shares of common stock. As a
      result, the Company charged the remaining balance of $40,625 of unamortized
      discount to the notes to additional paid-in capital **.** In order
      to induce the note holders to convert their notes into stock, the Company
      offered certain incentives, which included piggy back registration rights for
      the warrants, payment in full of all interest and an extension of the warrant
      expiration terms by approximately seven months. As a result of the extension
      of
      the warrant expiration date, the Company recorded an additional $122,215 in
      derivative expense. In addition, two $20,000 notes were cancelled during the
      year ended June 30, 2007 and the proceeds were returned to the investor and
      all
      entries related to the recording of the note were reversed, including $33,549
      of
      derivative liability and all accrued interest. During the year ended June 30,
      2007, the remaining $225,000 face value of the $340,000 Notes matured and was
      paid, along with the requisite accrued interest of 10% per annum, and the
      original one year warrants expired without being exercised. In January, 2007
      the
      $200,000 Note matured, however, the holder requested, and the Company granted
      a
      six month extension to exercise the conversion of the one year warrants and
      the
      note. The Company granted the extension of the maturity date on the note to
      July
      15, 2007 without interest. In June, 2007, the holder requested an early payment
      of the note and in return agreed to the cancellation of all the warrants, to
      which the Company agreed effective immediately. The Company terminated the
      related warrants in June, 2007 and recorded the termination as derivative
      income. In July 2007, the Company paid the $200,000 Note and accrued interest
      of
      $20,000.





8





**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





**NOTE
      6**  **CONVERTIBLE
      NOTES (Continued):**





As
      of
      December 31, 2007, all of the remaining unexpired warrants related to the
      $340,000 Notes financing were revalued and the liability was adjusted to
      approximately $41,000. The terms of the warrants issued for the $340,000 Notes
      resulted in the Company losing control over the number of shares to be issued
      (the “tainting feature”). As such, all warrants and embedded derivatives, if
      any, related to convertible notes and preferred shares issued subsequently
      would
      be affected by this tainting feature and would default to being recorded as
      derivative liability and not equity. As of December 31, 2007 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 option or warrants, as the case may be; no dividends; a risk free
      rate of return ranging from 2.9% to 3.14% and volatility ranging from 5% to
      45%
      (range in volatility is due to the terms of the remaining warrants). Volatility
      is based upon the historical volatility of the Company’s stock
      price.





As
      of
      December 31, 2007, the warrants related to the $75,000 of converted notes were
      revalued and the liability was adjusted to approximately $15,000. As of December
      31, 2007 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 option or warrants, as the case may
      be;
      no dividends; a risk free rate of return ranging from 3.14% to 3.19% and
      volatility ranging from 32% to 39% (range in volatility is due to the terms
      of
      the remaining warrants). Volatility is based upon the historical volatility
      of
      the Company’s stock price.





***Bridge
      II Financing:***




Between
      May 5 and June 30, 2006, the Company issued additional 10% Convertible
      Promissory Notes in the aggregate principal face amount of $623,000 to 16
      individual investors (the “$623,000 Notes”). Each such investor also received
      warrants, exercisable for one year, to purchase shares of the Company's common
      stock up to 150% of the investor’s initial investment in the $623,000 Notes at
      an exercise price equal to the lesser of (i) $0.175, or (ii) the ten day trading
      average of shares of the Company’s Common Stock prior to


the
      date
      of exercise. All of these warrants are subject to certain anti-dilution price
      adjustments. The $623,000 Notes mature one year after issuance and accrue
      interest at an annual interest rate equal to 10% per annum, payable at maturity.
      The notes and interest are convertible, at the option of the investor, into
      shares of the Company’s Common Stock under the same terms and conditions as the
      warrants.





In
      July,
      2006, the Company issued additional 10% Convertible Promissory Notes in the
      aggregate principal face amount of $180,000 to 6 additional investors (the
      “$180,000 Notes”). The terms of the notes and warrants are identical to the
      $623,000 Notes.





The
      Company accounted for the above convertible notes and warrants as follows:
      under
      the provisions of Statement of Financial Accounting Standards No. 133,
      Accounting for Derivative Instruments and Hedging Activities, ("SFAS 133")
      an
      embedded conversion option should be bifurcated and accounted for separately
      as
      a derivative instrument, unless the specific requirements for equity
      classification of the embedded conversion option, as stated in EITF 00-19:
      Accounting for Derivative Financial Instruments Indexed to, and Potentially
      Settled in, a Company's Own Stock (“EITF 00-19”) are met. EITF 00-19 provides
      that an equity classification is appropriate if the settlement criteria set
      forth therein for such classification are met and that the additional conditions
      necessary for equity classification, set forth therein, are also met. Warrants
      are freestanding derivatives and need to be similarly analyzed under EITF 00-19
      to determine if equity classification is appropriate.





The
      Company determined that the conversion option of the notes was required to
      be
      bifurcated and accounted for as a derivative. The warrants were also required
      to
      be recorded and accounted for as a derivative due to the same tainting feature
      as the Bridge I Financing and as a result of this tainting feature, the terms
      of
      the Bridge II Financing also resulted in similar accounting
      treatment.




The
      conversion option and the warrants in respect of the Bridge II Financing
      ($623,000 Notes), were initially valued at approximately $559,800 and $373,200,
      respectively. The combined liability was restricted to the value of the proceeds
      of $623,000 and has been recorded as a discount to the convertible notes with
      a
      corresponding credit to warrant liability, respectively, on a pro-rata basis.
      The discount of $623,000 is accreted on a straight-line basis over the maturity
      period of the notes. The liabilities for the conversion option and the warrants
      were adjusted to zero as of September 30, 2007 as the conversion option of
      the
      notes and the warrant stock purchase option expired.




9




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





**NOTE
      6**  **CONVERTIBLE
      NOTES (Continued):**





The
      conversion option and the warrants with respect to the Bridge II Financing
      ($180,000 Notes) were initially valued at a combined approximate amount of
      $178,400, which has been recorded as a discount to the convertible notes with
      a
      corresponding credit to a derivative liability. As of September 30, 2007, as
      all
      of the remaining Bridge II financing warrants issued and conversion option
      expired and the related derivative liability was adjusted to zero.





During
      the year ended June 30, 2007, notes totaling $300,000 (principal) plus $30,000
      in accrued interest of the Bridge II financing $623,000 Notes, were converted
      into 2,200,000 shares of common stock. As a result of the conversion, the
      Company charged additional paid-in capital for $250,000 as the remaining
      unamortized discount on the notes and reversed derivative expense of
      approximately $150,700 related to the conversion option. In order to induce
      the
      note holders to convert their notes into stock, the Company offered certain
      incentives, which included registration rights for the warrants, payment in
      full
      of all interest and an extension of the warrant expiration term by approximately
      three months. As a result of the extension of the warrant expiration date and
      setting of the conversion rate, the Company recorded an additional derivative
      expense of approximately $42,600. As of September 30, 2007, as all of the
      remaining Bridge II financing warrants issued had expired and the derivative
      liability was adjusted to zero.




**NOTE
      7** **PREFERRED
      SHARES**





*Series
      A Preferred Stock:*





In
      February 2006, the Company issued a total of 2,113,556 shares of newly
      designated Series A Convertible Preferred Stock in order to settle outstanding
      debts owed to officers and consultants of the Company (a portion of which were
      for unpaid consulting fees) in the aggregate amount of $2,113,556. The shares
      of
      Series A Convertible Preferred Stock are convertible at the option of the
      holder, at any time after issuance. Each share of Series A Convertible Preferred
      Stock is convertible into that number of shares of common stock of the Company
      as is equal to the Original Issue Price of shares of Series A Convertible
      Preferred Stock, or $1.00, by the Conversion Price which is initially equal
      to
      $0.255 and is subject to adjustment in certain cases. Each share of Series
      A
      Convertible Preferred Stock carries with it the right to fifty
      votes.





Also,
      in
      February 2006, the Company issued a warrant to purchase 1,000,000 shares of
      the
      Company’s common stock at a price of $0.01 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 December 31, 2007, the warrant was revalued and the derivative
      liability was adjusted to approximately $150,000. As of December 31, 2007 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 3.14%
      and volatility of 55%.





*Series
      B Preferred Stock:*





On
      July
      31, 2006 (the “Initial Closing Date”), the Company agreed to a $4 million equity
      financing by entering into two Series B Convertible Preferred Stock Subscription
      Agreements (each a “Subscription Agreement” and collectively the “Subscription
      Agreements”) with two investors (each a “Purchaser” and collectively, the
“Purchasers”). Each Subscription Agreement provides for the sale by the Company
      to the applicable Purchaser of 117,648 shares of the Company’s Series B
      Convertible Preferred Stock, par value $0.10 per share (the “Series B1 Preferred
      Stock”), and warrants to purchase an aggregate of 17,647,059 shares of the
      Company’s common stock, in exchange for and in consideration of an aggregate
      investment by each Purchaser of $2 million in cash (each Purchaser’s “Investment
      Amount”), which amount is to be invested by each Purchaser in two equal $1
      million installments, the first of which occurred on the Initial Closing Date
      and the second of which occurred on November 30, 2006 (the “Subsequent Closing
      Date”).





On
      the
      Initial Closing Date, each Purchaser invested $1 million in the Company in
      return for 58,824 shares of Series B Preferred Stock and two warrants (the
      terms
      of which are more fully described below) to purchase an aggregate of 8,823,530
      shares of common stock. The Subscription Agreements obligated each Purchaser
      to
      invest the remaining $1 million of its Investment Amount (the “Additional
      Investment Amount”) in the Company no later than November 30, 2006, subject only
      to the Company converting at least 80% of the aggregate
      outstanding principal amount evidenced by those certain convertible promissory
      notes issued by the Company betweenFebruary
      2006 and July 31, 2006 (collectively, the “Promissory Notes”) into shares of
      common stock prior to the Subsequent Closing Date. On October 31, 2006, both
      Purchasers had agreed to waive any conditions to the Subsequent Closing. On
      the
      Subsequent Closing Date, in exchange for each Purchaser’s Additional Investment
      Amount, the Company issued to each Purchaser an additional 58,824 shares of
      Series B Preferred Stock and two additional warrants (the terms of which are
      more fully described below) to purchase an aggregate of an additional 8,823,529
      shares of common stock.





10




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





**NOTE
      7 -** **PREFERRED
      SHARES (Continued):**




On
      the
      Initial Closing Date, the Company granted each Purchaser (i) one warrant to
      purchase 3,750,000 shares of common stock at an exercise price of $0.22 per
      share in the event the warrant is exercised on or prior to July 31, 2007, and
      $0.28 per share in the event the warrant is exercised on or after August 1,
      2007, and (ii) one warrant to purchase 5,073,530 shares of common stock at
      an
      exercise price of $0.28 per share (each an “Initial Warrant”, and collectively,
      the “Initial Warrants”). On the Subsequent Closing Date, the Company granted
      each Purchaser (i) one additional warrant to purchase 3,750,000 shares of common
      stock at an exercise price of $0.22 per share in the event the warrant is
      exercised on or prior to July 31, 2007, which increases to $0.28 per share
      in
      the event the warrant is exercised on or after August 1, 2007, and (ii) one
      additional warrant to purchase 5,073,530 shares of common stock at an exercise
      price of $0.28 per share (each a “Subsequent Warrant”, collectively, the
“Subsequent Warrants” and collectively with the Initial Warrants, the
“Warrants”). The Warrants expire on January 31, 2009. The exercise prices of the
      Warrants are subject to adjustment in the event of certain dilutive issuances,
      stock dividends, stock splits, share combinations or other similar
      recapitalization events. The Warrants may only be exercised by the payment
      of
      the applicable exercise price to the Company in cash, no cashless exercise
      is
      permitted. The terms of the Initial Warrants and the Subsequent Warrants are
      identical.





On
      June
      15, 2007, the Company consummated a $2,000,000 equity financing by entering
      into
      two additional Series B Convertible Preferred Stock Subscription Agreements
      (each a “Series B Subscription Agreement” and collectively the “Series B
      Subscription Agreements”) with the Purchasers. Each Series B Subscription
      Agreement provides for the sale by the Company to the applicable Purchaser
      58,824 shares of the Company’s Series B Convertible Preferred Stock, par value
      $0.10 per share (the “Additional Series B Preferred Stock”), and warrants to
      purchase an aggregate of 5,882,400 shares of the Company’s Common Stock, $.01
      par value per share, in exchange for and in consideration of an aggregate
      investment by each of the Purchasers of $1 million in cash.





On
      the
      Closing Date, each Purchaser invested $1 million in the Company in return for
      58,824 shares of Additional Series B Preferred Stock and warrants (the terms
      of
      which are identical to the Series B Convertible Preferred Stock described above)
      to purchase an aggregate of 5,882,400 shares of Common Stock. The Company
      granted each Purchaser one warrant to purchase 5,882,400 shares of common stock
      at an exercise price of $0.19 per share. The warrants expire on May 31, 2008.
      The exercise prices of the warrants are subject to adjustment in the event
      of
      certain dilutive issuances, stock dividends, stock splits, share combinations
      or
      other similar recapitalization events. The warrants may only be exercised by
      the
      payment of the applicable exercise price to the Company in cash, no cashless
      exercise is permitted.





The
      Company has evaluated the Series B Preferred Stock to determine if there are
      any
      embedded derivatives and determined that the Series B Preferred Stock is more
      akin to equity than debt as it is not redeemable and carries voting rights.
      As
      such the Series B Preferred Stock is considered perpetual and the option to
      convert into shares of Company’s Common Stock is clearly and closely related to
      the host contract i.e. Series B Preferred Stock and therefore need not be
      separated. The warrants associated with the issuance of the Series B Preferred
      Stock have been determined to be a liability due to the tainting feature of
      the
      warrants issued with Bridge I and Bridge II Financings. As of June 30, 2007,
      the
      warrant issuance was valued at $167,250 using the Black Scholes method. The
      value of the warrants has been recorded as a dividend with a corresponding
      discount to the Series B Preferred The Series B Preferred Stock is evaluated
      further under EITF 98-5: Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios, (“EITF 98-5”)
      and EITF 00-27: Application of Issue No. 98-5 to Certain Convertible
      Instruments, (“EITF 00-27”) to determine if there is any beneficial conversion
      feature associated with the conversion. The Company calculated the beneficial
      conversion to be zero as the conversion price equaled or exceeded the stock
      price on the date of the agreement.





11


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**December
      31, 2007**


**(Unaudited)**





**NOTE
      7 -** **PREFERRED
      SHARES (Continued):**





The
      Series B Preferred Stock has a conditional 4% dividend attached. The Company
      has
      no obligation to pay a dividend except in certain circumstances. The conditional
      dividend obligation attaches on the anniversary of each issuance whether the
      Board of Directors declares a dividend payment or not. The Preferred Stock
      dividend has a priority over junior equity issuances upon the occurrence of
      a
      liquidating event. Additionally, no dividends may be paid to holders of common
      stock unless all Preferred Stock dividends have been paid. As of September
      30,
      2007, the anniversary date for accrual of dividends had occurred for the Initial
      Closing Date, but not for the latter closing dates. The earned but not declared
      dividend at September 30, 2007 was $80,000. If dividends were earned on an
      accrual basis, then an additional $103,333 in dividends would be entitled to
      the
      preference described above. In addition, the holders of the Series B Convertible
      Preferred Stock have the right to approve certain transactions and certain
      issues of securities including but not limited to certain mergers, acquisitions,
      liquidations, sales of equity securities that are senior to the Series B
      convertible Preferred Stock or the issuance of debt instruments in excess of
      $1,000,000.





As
      of
      December 31, 2007, all of the Series B Preferred Stock warrants were revalued
      and the liability was adjusted to approximately $155,000. The terms of these
      warrants resulted in the Company losing control over the number of shares to
      be
      issued (the “tainting feature”). As such, all warrants and embedded derivatives,
      if any, related to convertible notes and preferred shares issued subsequently
      would be affected by this tainting feature and would default to being recorded
      as derivative liability and not equity. As of December 31, 2007 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 option or warrants, as the case may be; no dividends; a risk free
      rate of return ranging from 3.23% to 3.34% and volatility ranging from 36%
      to
      44% (range in volatility is due to the terms of the remaining warrants).
      Volatility is based upon the historical volatility of the Company’s stock
      price.





**NOTE
      8 -** **CONTINGENCIES:**





The
      Company has recently been given notice by a former director and officer of
      the
      Company of his claim to 753,858 common shares of the Company’s common stock. The
      former director/officer alleges that the Company cancelled 753,858 common shares
      that were in his name and did not replace them. The Company has denied the
      former director/officer’s claim. The same former director/officer further
      alleges that he is owed 323,904 common shares of the Company’s common stock for
      services rendered to the Company pursuant to a contract dated October 12, 2003.
      Finally, the former director/officer has demanded immediate payment of $251,673
      plus $78,045 in interest. The amount demanded represents services that the
      director/officer (and companies that he controls) provided to the Company in
      prior years. The Company does not agree that it has any obligation to the former
      director/officer for any interest or for the issuance of the 323,904 shares
      for
      services. The Company further denies the full amount of $251,673 is due and
      payable upon demand. The Company has recorded sufficient liabilities to cover
      any impact of these claims.





The
      Company was recently notified that an individual intended to file suit against
      the Company for $3,000,000. The claim is for personal injury. The Company has
      not been served with papers by the court and so it has not had an opportunity
      to
      determine the validity of the claim.





**NOTE
      9 -** **RELATED
      PARTY TRANSACTION:**





The
      Company incurred a royalty expense of $16,800 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, a Barbados corporation that is wholly-owned by David
      Sindalovsky, a consultant to the Company. The Company is obligated to pay Mr.
      Sindalovsky $100,000 in royalties for fishing product for the period June 1,
      2007 to May 31, 2008. The Company has not paid any royalties to date to Advance
      Light Alloys Corporation.





**NOTE
      10 -** **SUBSEQUENT
      EVENT:**





Subsequent
      to December 31, 2007 the Company received a request from a Series B Preferred
      Stock shareholder to convert 58,823 shares to 5,882,353 common shares. The
      effective date of the conversion is January 31, 2007.





12





**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. Our ability to achieve our goals
      depends on many known and unknown risks and uncertainties, including changes
      in
      general economic and business conditions.  These factors could cause
      our actual performance and results to differ materially from those described
      or
      implied in forward-looking statements.





These
      forward looking statements speak only as of the date of this Form
      10-QSB.  We believe it is in the best interest of our investors to use
      forward-looking statements in discussing future events.  However, we
      are not required to, and you should not rely on us to, revise or update these
      statements or any factors that may materially affect actual results, whether
      as
      a result of new information, future events or otherwise.  You should
      carefully review the risk factors described in this Form 10-QSB and also review
      the other documents we file from time to time with the Securities and Exchange
      Commission (“SEC”).





**Results
      of Operations**





**Three
      and Six Months Ended December 31, 2007 and 2006**





For
      the
      six months ended December 31, 2007 the Company, had revenue of $386,932 and
      incurred costs of sales of $275,127, general and administrative expenses of
      $2,854,291, and derivative income of $2,028,644. Included in general and
      administrative expenses is a non-cash charge of $2,152,260, representing the
      value of common shares issued for services provided by consultants. This
      resulted in a net loss of $706,031, as compared with the six months ended
      December 31, 2006 in which the Company had revenue of $26,311, incurred costs
      of
      sales of $19,212, general and administrative expenses of $3,577,569 (including
      a
      non-cash charge of $2,254,365 representing the value of common shares issued
      for
      services provided by consultants), interest expense of $823,617 and derivative
      expense of $1,896,636, resulting in a net loss of $6,290,723.  Revenues
      increased from the prior year period as the Company did not begin full
      production, and thus sales, until the first quarter of 2007. The primary reason
      for the significantly smaller net loss from the prior year period is the
      expiration of a number of the outstanding warrants which resulted in the
      recognition of derivative income in the current year period versus the
      recognition of derivative expense in the prior year period. In addition, as
      the
      Company’s convertible notes were all extinguished or converted as of December
      31, 2006, there was no interest expense recognized in the current year
      period.





For
      the
      three months ended December 31, 2007 the Company, had revenue of $255,801 and
      incurred costs of sales of $215,583, general and administrative expenses of
      $1,915,031 and derivative income of $2,675,911. Included in general and
      administrative expenses is a non-cash charge of $577,687, representing the
      value
      of common shares issued for services provided by consultants. This resulted
      in a
      net income of $807,628, as compared with the three months ended December 31,
      2006 in which the Company had revenue of $25,084 and incurred costs of sales
      of
      $4,389, general and administrative expenses of $2,325,503, interest expense
      of
      $269,541 and derivative expense of $1,681,794, resulting in a net loss of
      $4,256,143.  Included in general and administrative expenses was a
      non-cash charge of $194,027, representing the value of common shares issued
      for
      services provided by consultants. Revenues increased from the prior year period
      as the Company did not begin full production, and thus sales, until the first
      quarter of 2007. The primary reason for the recognition of net income in the
      current period versus the net loss in the prior period is the expiration of
      a
      number of the outstanding warrants which resulted in the recognition of
      derivative income in the current year. Offsetting this income was an increase
      in
      general and administrative expenses in the current period versus the prior
      period due to the expenditures incurred in the marketing of our
      product.





13




**Financial
      Condition, Liquidity and Capital Resources**





The
      Company has negative working capital as of December 31, 2007 of
      $166,669.  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, 2007, we
      had a working capital deficiency of $668,410.  Despite this apparent
      turn-around in the working capital, our continuation as a going concern will
      require that we raise significant additional capital.





Absent
      continued issuances of common stock for services by 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.




**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.





**Risk
      Factors**





*We
      have a limited operating history and a history of substantial operating losses
      and we may not be able to continue our business.*





We
      have a
      history of substantial operating losses and an accumulated deficit of
      $21,921,257 as of December 31, 2007. For the period ended December 31, 2007,
      our
      net loss was $706,031 **.** We have
      historically experienced cash flow difficulties primarily because our expenses
      have exceeded our revenues. We expect to incur additional operating losses
      for
      the immediate near future. 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
      discussed above, as of December 31, 2007, we have no employees and utilize
      the
      services of consultants.  Our consultants are bound by non-compete
      provisions; however, they are not otherwise prohibited from terminating their
      consulting relationship with the Company. The loss of the knowledge and
      management and industry expertise of any of these key consultants could have
      a
      material adverse impact on our future prospects, in particular Dr. Nataliya
      Hearn and David Sindalovsky, who have played a key role in developing scandium
      technology for golf applications. Once we are sufficiently capitalized, we
      will
      need to recruit new executive managers and hire employees to help us execute
      our
      business strategy and help manage the growth of our business. Our business
      could
      suffer if we were unable to attract and retain additional highly skilled
      personnel or if we were to lose any key personnel and not be able to find
      appropriate replacements in a timely manner.





14





*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 Element
      21 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 further, 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.





*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.  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.  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.





*The
      inability to obtain a sufficient amount of scandium or of scandium alloy would
      adversely affect our business.*





Although
      we currently believe that we will continue to be able to have access to
      sufficient amounts of scandium or scandium alloy at feasible prices, there
      is no
      assurance of this, and any failure to be able to obtain a sufficient supply
      of
      scandium at reasonable prices would have a material adverse affect on our
      business.




15





*The
      large number of shares eligible for public sale could cause our stock price
      to
      decline.*





The
      market price of our common stock could decline as a result of the resale of
      the
      shares of common stock issuable upon conversion of our Series A Preferred Stock,
      Series B Preferred Stock and outstanding convertible promissory notes and the
      exercise of outstanding warrants or the perception that these sales could occur.
      These sales also might make it more difficult for us to sell equity securities
      in the future at a time and price that we deem appropriate. The conversion
      of
      these securities into common stock will also result in substantial dilution
      of
      the interests of our current stockholders.





*Our
      stock price can be extremely volatile.*





Our
      common stock is traded on the OTC Bulletin Board. There can be no assurance
      that
      an active public market will continue for the common stock, or that the market
      price for the common stock will not decline below its current price. Such price
      may be influenced by many factors, including, but not limited to, investor
      perception of us and our industry and general economic and market conditions.
      The trading price of the common stock could be subject to wide fluctuations
      in
      response to announcements of our business developments or our competitors,
      quarterly variations in operating results, and other events or factors. In
      addition, stock markets have experienced extreme price volatility in recent
      years. This volatility has had a substantial effect on the market prices of
      companies, at times for reasons unrelated to their operating performance. Such
      broad market fluctuations may adversely affect the price of our common
      stock.




*Trading
      on the OTC Bulletin Board may be sporadic because it is not a stock exchange,
      and stockholders may have difficulty reselling their shares*.





Our
      common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
      the
      OTC Bulletin Board is often thin and characterized by wide fluctuations in
      trading prices, due to many factors that may have little to do with our
      operations or business prospects. Moreover, the OTC Bulletin Board is not a
      stock exchange, and trading of securities on the OTC Bulletin Board is often
      more sporadic than the trading of securities listed on the Nasdaq
      SmallCap.





*If
      we
      fail to remain current on our reporting requirements, we could be removed from
      the OTC Bulletin Board which would limit the ability of broker-dealers to sell
      our securities and the ability of stockholders to sell their securities in
      the
      secondary market.*





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. If we fail to remain current on our
      reporting requirements, shares of our common stock could be removed from the
      OTC
      Bulletin Board. As a result, the market liquidity for our securities could
      be
      severely adversely affected by limiting the ability of broker-dealers to sell
      our securities and the ability of stockholders to sell their securities in
      the
      secondary market.





*Our
      common stock is subject to the “penny stock” rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.*





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a “penny stock,” for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require that
      a
      broker or dealer approve a person's account for transactions in penny stocks
      and
      the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be
      purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must obtain financial information and investment experience objectives
      of
      the person and make a reasonable determination that the transactions in penny
      stocks are suitable for that person and the person has sufficient knowledge
      and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form sets forth the basis on which the broker or
      dealer made the suitability determination and that the broker or dealer received
      a signed, written agreement from the investor prior to the
      transaction.





16




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
“penny stock” rules. This may make it more difficult for investors to dispose of
      our common stock and cause a decline in the market value of our
      stock.




Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





*We
      do
      not expect to pay dividends on our common stock.*





We
      have
      not declared dividends on our common stock since our incorporation and we have
      no present intention of paying dividends on our common stock. 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.




**MANY
      OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT
      FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
      OR
      IMPLIED IN THE FORWARD-LOOKING STATEMENTS.**




**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.





17




**PART
        II - OTHER INFORMATION**
  **Item
        1** **LEGAL
        PROCEEDINGS**
 
 None
  **Item
        2** **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 During
        the six months ended December 31, 2007 the Company issued 2,519,217 shares
        of
        its common stock to consultants for services rendered by them and recorded
        related expense of $948,844.   The shares and warrants were issued in
        reliance on exemptions from registration pursuant to Section 4(2) of the
        Securities Act of 1933, as amended.
  **Item
        3** **DEFAULT
        UPON SENIOR SECURITIES**
 
 None
  **Item
        4** **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None
  **Item
        5** **OTHER
        INFORMATION**
 
 None
  **Item
        6** **EXHIBITS**
 
 Exhibit
                  No.
              
              Exhibit
                  Description31.1
              
              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
                  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.
 
 18
  **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 CompanyFebruary
                  14, 2008
              By:
              /s/
                   Nataliya HearnNataliya
                  Hearn, Ph.D.President
                  and DirectorFebruary
                  14, 2008
              By:
              /s/ John
                  GrippoChief
                  Financial Officer
 
 19