SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB**





_X_QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      quarterly period ended March 31, 2008


OR


__TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from __________ to __________________





Commission
      File No. 0-15260





**Element
      21 Golf Company**


(Exact
      name of small business issuer as specified in its charter)





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





**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 ____No __




**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 6,961,270 shares of common stock, par
      value $.01 per share as of May 14, 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
            Consolidated
                Financial Statements:Balance
                Sheets as of March 31, 2008 (unaudited) and June 30, 2007
            3Statements
                of Operations for the Nine and Three Months Ended March 31, 2008
                and 2007
                (unaudited)
            4Statements
                of Cash Flows for the Nine Months Ended March 31, 2008 and 2007
                (unaudited)
            5Notes
                to Interim Consolidated Financial Statements (Unaudited)
            6Item
                2
            Management's
                Discussion and Analysis or Plan of Operation
            15Item
                3
            Controls
                and Procedures
            19**PART
                II**
            **OTHER
                INFORMATION**Item
                1
            Legal
                Proceedings
            20Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            20Item
                3
            Defaults
                upon Senior Securities
            20Item
                4
            Submission
                of Matters to a Vote of Security Holders
            20Item
                5
            Other
                Information
            20Item
                6
            Exhibits
            20**SIGNATURES**
            22**EXHIBITS**





**PART
      1 - FINANCIAL INFORMATION**


**Item
      1 - Financial Statements**


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONSOLIDATED
      BALANCE SHEETS**





**-
                ASSETS -**March
                31, 2008
            
            June
                30, 2007(unaudited)**CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            $
            979,121
            
            $
            1,751,178Accounts
                receivable - net of allowance for doubtful accounts of $27,000 and
                $15,000
                for 2008 and 2007 respectively
            
            
            353,263
            
            
            123,155Inventories
            
            
            991,222
            
            
            921,820Prepaid
                expenses and other current assets
            
            
            604,661
            
            
            158,147**TOTAL
                CURRENT ASSETS**
            
            
            2,928,267
            
            
            2,954,300**FIXED
                ASSETS - NET**
            
            
            109,418
            
            
            244,234**TOTAL
                ASSETS**
            
            $
            3,037,685
            
            $
            3,198,534**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            $
            1,998,857
            
            $
            697,649Accrued
                interest
            
            
            10,120
            
            
            46,750Note
                payable
            
            
            1,000,000
            
            
            -Deferred
                revenue
            
            
            114,000
            
            
            17,300Convertible
                notes
            
            
            -
            
            
            475,000Derivative
                liability
            
            
            246,498
            
            
            2,386,011**TOTAL
                CURRENT LIABILITIES**
            
            
            3,369,475
            
            
            3,622,710**LONG-TERM
                LIABILITIES:**Accounts
                payable - related parties
            
            
            482,076
            
            
            482,076Loans
                and advances - officers/shareholders
            
            
            129,366
            
            
            95,006611,442
            
            
            577,082**COMMITMENTS
                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, 294,123
                and
                352,946 shares issued and outstanding at March 31, 2008 and June
                30, 2007,
                respectively
            
            
            29,412
            
            
            35,295Common
                stock, $.01 par value; 300,000,000 shares authorized, 6,835,078 and
                5,944,132 shares issued and outstanding at March 31, 2008 and June
                30,
                2007, respectively
            
            
            68,351
            
            
            59,441Additional
                paid-in capital
            
            
            21,801,374
            
            
            20,117,118Accumulated
                deficit
            
            
            (22,844,483
            )
            
            (21,215,226
            )**TOTAL****SHAREHOLDERS’
                DEFICIT**
            
            
            (943,232
            )
            
            (1,001,258
            )**TOTAL
                LIABILITIES AND SHAREHOLDERS’ DEFICIT**
            
            $
            3,037,685
            
            $
            3,198,534





See
      notes
      to consolidated financial statements.





Page
          3


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE NINE AND THREE MONTHS ENDED MARCH 31, 2008 AND 2007**


**(unaudited)**





Nine
                months Ended March 31,
            Three
                months Ended March 31,




**2008**
              
              **2007**
              
              **2008**
              
              **2007****REVENUES**
              
              $
              952,562
              
              $
              115,636
              
              $
              565,630
              
              $
              89,325**COST
                  OF SALES**
              
              
              736,419
              
              
              52,852
              
              
              461,292
              
              
              33,640**GROSS
                  MARGIN**
              
              
              216,143
              
              
              62,784
              
              
              104,338
              
              
              55,685General
                  and administrative expenses
              
              
              4,128,770
              
              
              5,319,668
              
              
              1,274,478
              
              
              1,742,099**LOSS
                  FROM OPERATIONS**
              
              
              (3,912,627
              )
              
              (5,256,884
              )
              
              (1,170,140
              )
              
              (1,686,414
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  income
              
              
              11,047
              
              
              19,982
              
              
              3,236
              
              
              19,982Interest
                  expense
              
              
              (10,174
              )
              
              (1,018,570
              )
              
              (10,174
              )
              
              (194,953
              )Other
                  income (expense)
              
              
              0
              
              
              87,151
              
              
              0
              
              
              87,151Derivative
                  income
              
              
              2,282,497
              
              
              1,952,196
              
              
              253,853
              
              
              3,848,8322,283,370
              
              
              1,040,759
              
              
              246,915
              
              
              3,761,012**INCOME
                  (LOSS) BEFORE PROVISION FOR INCOME TAXES**
              
              
              (1,629,257
              )
              
              (4,216,125
              )
              
              (923,225
              )
              
              2,074,598Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  INCOME (LOSS)**
              
              
              (1,629,257
              )
              
              (4,216,125
              )
              
              (923,225
              )
              
              2,074,598****Accretion
                  of preferred stock dividends
              
              
              -
              
              
              4,000,000
              
              
              -
              
              
              -**INCOME
                  (LOSS) APPLICABLE TO COMMON SHAREHOLDERS**
              
              $
              (1,629,257
              )
              $
              (8,216,125
              )
              $
              (923,225
              )
              $
              2,074,598Basic
                  weighted average shares
              
              
              6,266,673
              
              
              5,510,435
              
              
              6,646,287
              
              
              5,648,695Diluted
                  weighted average shares
              
              
              6,266,673
              
              
              5,510,435
              
              
              6,646,287
              
              
              6,141,506Basic
                  income (loss) per share
              
              
              ($0.26
              )
              
              ($1.49
              )
              
              ($0.14
              )
              $
              0.37Diluted
                  income (loss) per share
              
              
              ($0.26
              )
              
              ($1.49
              )
              
              ($0.14
              )
              $
              0.34




See
      notes
      to consolidated financial statements.


Page
          4


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007**


**(unaudited)**





2008
            
            2007**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (1,629,257
            )
            $
            (4,216,125
            )Adjustments
                to reconcile net loss to net cash (used in) operating
                activities:Compensatory
                common stock and warrants
            
            
            2,961,980
            
            
            3,308,985Depreciation
                and amortization
            
            
            200,813
            
            
            172,776Allowance
                for doubtful accounts
            
            
            12,000
            
            
            -Amortization
                of discount to convertible notes
            
            
            -
            
            
            901,361Excess
                derivative liability (income)
            
            
            (2,301,997
            )
            
            (1,952,196
            )Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (242,108
            )
            
            (79,937
            )Inventories
            
            
            (69,402
            )
            
            (651,548
            )Prepaid
                expenses and other current assets
            
            
            (290,068
            )
            
            (331,002
            )Accounts
                payable and accrued expenses
            
            
            (136,949
            )
            
            442,945Accrued
                interest
            
            
            (17,131
            )
            
            13,300Deferred
                revenue
            
            
            96,700
            
            
            -Net
                cash used in operating activities
            
            
            (1,415,419
            )
            
            (2,391,441
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchase
                of capital assets
            
            
            (65,998
            )
            
            (65,154
            )Net
                cash (used in) investing activities
            
            
            (65,998
            )
            
            (65,154
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Repayments
                to related parties
            
            
            -
            
            
            (42,236
            )Loans
                and advances made by (repaid to) officers/shareholders
            
            
            34,360
            
            
            (21,925
            )Financing
                costs
            
            
            -
            
            
            (500,000
            )Proceeds
                from short term loan
            
            
            1,000,000
            
            
            -Repayments
                of convertible debt
            
            
            (475,000
            )
            
            (85,000
            )Proceeds
                from sale of common /preferred shares
            
            
            150,000
            
            
            4,000,000Net
                cash provided by financing activities
            
            
            709,360
            
            
            3,350,839**NET
                (DECREASE) INCREASE IN CASH**
            
            
            (772,057
            )
            
            894,244**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            1,751,178
            
            
            263,219**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            979,121
            
            $
            1,157,463





**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            46,750
            
            $
            22,500Taxes
                paid
            
            $
            **-**
            
            $
            -**NON-CASH
                INVESTING AND FINANCING ACTIVITIES:**Issuance
                of stock to pay expenses and satisfy accrued expenses
            
            $
            1,803,964
            
            $
            412,500




See
      notes
      to consolidated financial statements.




Page
          5




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


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





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





Element
      21 Golf Company and subsidiary (the “Company” and or “Element 21”) designs,
      develops and has begun to market, Scandium alloy golf and fishing
      products.  Golf products are manufactured using the Company’s
      proprietary technology 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
      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.





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      “US GAAP” and are consistent with the instructions to Form 10-QSB for interim
      financial information and Rule 310 of Regulation S-B.  Accordingly,
      the accompanying financial statements do not include all the information and
      footnotes required by US GAAP 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 March 31, 2008 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.





Recent
      Transactions





Effective
      April 24, 2008, the Company effectuated a reverse stock
      split of 1:20. The number of common shares was reduced from 136,701,554 to
      6,835,078 as of March 31, 2008. All share and per share amounts in this report
      have been retroactively adjusted to reflect this reverse split of 1:20. The
      number of authorized shares of common stock was not affected and will remain
      at
      300,000,000 with a par value of $0.01. The number of preferred shares was not
      affected by this split.





Recent
      Accounting Pronouncements




In
      September 2006, the Financial Accounting Standards Board (“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. I n
      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
      adoption of SFAS 157 is not currently expected to have a material effect on
      the
      Company’s consolidated financial position, results of operations, or cash
      flows.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
      permits entities to choose to measure, on an item-by-item basis, specified
      financial instruments and certain other items at fair
      value.  Unrealized gains and losses on items for which the fair value
      option has been elected are required to be reported in earnings at each
      reporting date.  SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007, the provisions of which are required to be applied
      prospectively. The adoption of SFAS 159 is not currently expected to have a
      material effect on the Company’s consolidated financial position, results of
      operations, or cash flows.




Page
          6





**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                1**
            **NATURE
                OF BUSINESS AND OPERATIONS
                (Continued):**





In
      December 2007, the FASB issued SFAS No. 141R (revised 2007), Business
      Combinations, which replaces SFAS No 141. This statement retains the purchase
      method of accounting for acquisitions, but requires a number of changes,
      including changes in the way assets and liabilities are recognized in the
      purchase method of accounting. It also changes the recognition of assets
      acquired and liabilities assumed arising from contingencies, requires the
      capitalization of in-process research and development at fair value, and
      requires the expensing of acquisition-related costs as incurred. SFAS
      No. 141R is effective for business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. The adoption of SFAS 141 is
      not
      currently expected to have a material effect on the Company’s consolidated
      financial position, results of operations, or cash flows.




In
      December 2007, the FASB issued SFAS No. 160.  “Noncontrolling
      Interests in Consolidated Financial Statements-an Amendment of ARB No.
      51.”  SFAS 160 establishes accounting and reporting standards
      pertaining to ownership interests in subsidiaries held by parties other than
      the
      parent, the amount of net income attributable to the parent and to the
      noncontrolling interest, changes in a parent’s ownership interest, and the
      valuation of any retained noncontrolling equity investment when a subsidiary
      is
      deconsolidated.  This statement also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners.  SFAS 160 is
      effective for fiscal years beginning on or after December 15,
      2008.  The adoption of SFAS 160 is not currently expected to have a
      material effect on the Company’s consolidated financial position, results of
      operations, or cash flows.





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. The adoption of SFAS 161 is not currently expected
      to
      have a material effect on the Company’s consolidated financial position, results
      of operations, or cash flows.




**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 generating revenues; however, not on any
      consistent basis.  Even with the 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:


Nine
                Months Ended
              March
                31,
              2008
            
            Year
                Ended June 30,
              2007Negative
                working capital
            
            $
            441,208
            
            $
            668,410Net
                loss
            
            $
            1,629,257
            
            $
            4,002,650Accumulated
                deficit
            
            $
            22,844,483
            
            $
            21,215,226





As
      shown
      in the accompanying financial statements, during the three and nine months
      ended
      March 31, 2008 the Company incurred a net loss of $923,225 and $1,629,257,
      respectively, and cash utilized by operations during the nine month period
      was
      $1,265,419. 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 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.





Page
          7


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(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 7 and 8). Absent these continuing
      advances, services and financings, the Company could not continue with the
      development and marketing of its golf and fishing products.





Management’s
      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 nine months ended March 31, 2008 the Company issued 551,828 shares of its
      common stock to consultants for services rendered and to be rendered by them
      for
      an aggregate value of $1,798,446 based on the market price of the shares at
      time
      of issuance. For the nine months ended March 31, 2008, the amortized expense
      aggregated $1,674,235.




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





During
      the nine month period ended March 31, 2008, Nataliya
      Hearn, President and Chairperson, advanced
      a net amount of $34,360 to the Company for working capital purposes. In April
      2008, subsequent to the balance sheet date, the Company repaid $240,000 of
      accounts payable to related parties through the issuance of (post-split) common
      shares (see Note 9). Management does not expect that the remaining balance
      due
      to related parties with be paid within the next 12 months.




**NOTE
                4**
            **NOTE
                PAYABLE:**





On
      February 22, 2008, the Company borrowed $1,000,000 pursuant to a promissory
      note
      maturing on June 1, 2008 and bearing interest at an annual rate of 10%. Interim
      principal payments are due if certain contractual payments are received by
      the
      Company. No such payments had been received as of March 31, 2008.




**NOTE
                5**
            **FACTORING
                AGREEMENT:**





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




**NOTE
                6**
            **NET
                INCOME (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 and nine months ended March 31, 2008 and the nine months ended March
      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 March 31, 2008 and 2007 have been excluded from the per share
      computations:




Page
          8




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                6**
            **NET
                INCOME (LOSS) PER SHARE
                (Continued):**





March
                31,
              2008
            
            March
                31,
              2007Warrants
            
            
            3,616,236
            
            
            3,017,070Convertible
                Notes
            
            
            -
            
            
            202,538Convertible
                Preferred Stock
            
            
            2,179,133
            
            
            1,590,893





For
      the
      three months ended March 31, 2007, the effect of stock options and other
      potentially dilutive shares were included in the calculation of diluted net
      income 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 492,811.


Reconciliation
                of Basic to Fully Diluted Shares
            Three
                months ended 3/31/2007Basic
                shares
            5,648,695Dilutive
                effect of warrants
            477,347Dilutive
                effect of convertible preferred shares
            15,464Fully
                diluted shares
            6,141,506




**NOTE
                7**
            **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 176,471 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 $0.0085 per share. All of
      these warrants are subject to certain anti-dilution price adjustments. The
      $340,000 Notes and the $200,000 Note matured one year after issuance and accrued
      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 24,265 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.




Page
          9


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                7**
            **CONVERTIBLE
                NOTES (Continued):**





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 March 31, 2008, all of the remaining unexpired warrants
      related to the $340,000 Notes financing were revalued and the derivative
      liability was adjusted to approximately $20,000. 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
      of 1.52% and volatility of 42%. Volatility is based upon the historical
      volatility of the Company’s stock price.





As
      of
      March 31, 2008, the warrants related to the $75,000 of converted notes were
      revalued and the liability was adjusted to approximately $9,000. 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 1.27% to 1.56% and volatility ranging from 12%
      to
      65% (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) $0.00875, 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 was 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 was 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.




Page
          10




**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                7**
            **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, and was 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 110,000 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
                8**
            **EQUITY
                TRANSACTIONS**





*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 $0.05 by the Conversion Price which is initially equal
      to
      $0.01275 and is subject to adjustment in certain cases. Each share of Series
      A
      Convertible Preferred Stock carries with it the right to fifty votes. Nataliya
      Hearn, President and Chairperson, owns 1,221,910 shares of Series A Convertible
      Preferred Stock.





Also,
      in
      February 2006, the Company issued a warrant to purchase 50,000 shares of the
      Company’s common stock at a price of $0.0005 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 March 31, 2008, the warrant was revalued and the derivative
      liability was adjusted to approximately $120,000. 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 1.52% and
      volatility of 43%.





*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 $0.01 per share (the “Series B Preferred
      Stock”), and warrants to purchase an aggregate of 882,353 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 441,177
      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




Page
          11





**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                8**
            **EQUITY
                TRANSACTIONS (Continued):**





aggregate
      outstanding principal amount evidenced by those certain convertible promissory
      notes issued by the Company between February 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 441,177 shares of common
      stock.





On
      the
      Initial Closing Date, the Company granted each Purchaser (i) one warrant to
      purchase 187,500shares of common stock at an exercise price of $0.011 per share
      in the event the warrant is exercised on or prior to July 31, 2007, and $0.014
      per share in the event the warrant is exercised on or after August 1, 2007,
      and
      (ii) one warrant to purchase 253,677 shares of common stock at an exercise
      price
      of $0.014 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 187,500 shares of common stock at an
      exercise price of $0.011 per share in the event the warrant is exercised on
      or
      prior to July 31, 2007, which increases to $0.014 per share in the event the
      warrant is exercised on or after August 1, 2007, and (ii) one additional warrant
      to purchase 253,677 shares of common stock at an exercise price of $0.014 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 294,120 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 294,120 shares of Common Stock. The Company granted
      each Purchaser one warrant to purchase 294,120 shares of common stock at an
      exercise price of $0.0095 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.


Page
            12


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
                8**
            **EQUITY
                TRANSACTIONS (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 March 31,
      2008,
      the anniversary date for accrual of dividends had occurred for the Initial
      and
      Subsequent Closing Dates, but not for the June 15, 2007 closing date. The earned
      but undeclared dividend at March 31, 2008 was $160,000. If dividends were earned
      on an accrual basis, then an additional $136,667 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
      March 31, 2008, all of the Series B Preferred Stock warrants were revalued
      and
      the liability was adjusted to approximately $6,000. 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. 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 0.94% to
      1.52% and volatility ranging from 7% to 42% (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.





In
      January 2008, the Company received a request from a Series B Preferred Stock
      shareholder to convert 58,823 shares to 294,118 common shares. The effective
      date of the conversion was January 31, 2008.





*Common
      Stock:*





In
      January 2008, the Company received $150,000 and issued 50,000 shares of common
      stock. The Company also issued 551,828 shares of common stock, valued in the
      aggregate at $1,803,964, as compensation




**NOTE
              9**
            **CONTINGENCIES:**





The
      Company was given notice by a former director and officer of the Company of
      his
      claim to 37,943 common shares of the Company’s common stock. The former
      director/officer alleges that the Company cancelled 37,943 common shares that
      were in his name and did not replace them. The Company denies the former
      director/officer’s claim. The same former director/officer further alleges that
      he is owed 16,195 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 agreed to settle all claims by issuing 100,000
      post-split shares of common stock valued at $240,000 in April 2008.





The
      Company was notified that an individual intended to file suit against the
      Company for $3,000,000. The Company agreed to settle this personal injury claim
      for $30,000, which amount was paid prior to March 31, 2008.




Page
          13


**ELEMENT
      21 GOLF COMPANY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2008**


**(Unaudited)**





**NOTE
              10**
            **RELATED
                PARTY TRANSACTION:**





During
      the nine months ended March 31, 2008 the Company recorded a royalty expense
      of
      $119,100 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 and 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 a minimum of $100,000
      in royalties for fishing products sold for the period June 1, 2007 to May 31,
      2008. The Company has not paid any royalties to date to Advance Light Alloys
      Corporation.





The
      Company purchased $176,735 in inventory from an entity owed by the spouse of
      John Grippo, the Company’s Chief Financial Officer. This entity earned fees of
      $1,500 in its capacity as an importer during the quarter ended March 31,
      2008.


Page
          14


**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” 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 Nine Months Ended March 31, 2008 and 2007**





For
      the
      nine months ended March 31, 2008 the Company, had aggregate revenues of $952,562
      from the sale of its golf and fishing equipment and incurred aggregate cost
      of
      sales of $736,419 and general and administrative expenses of $4,128,770. We
      also
      recorded derivative income of $2,282,497. Included in general and administrative
      expenses is a non-cash charge of $2,961,980, representing the value of common
      shares and warrants issued for services provided by consultants. This resulted
      in a net loss of $1,629,257, as compared with the nine months ended March 31,
      2007 in which the Company had golf revenue of $115,636, incurred costs of sales
      of $52,852, general and administrative expenses of $5,319,668 (including a
      non-cash charge of $3,08,985 representing the value of common shares and
      warrants issued for services provided by consultants) and interest expense
      of
      $1,018,570, offset by derivative income of $1,952,196, resulting in a net loss
      of $4,216,125.  Revenues increased from the prior year period as the
      Company did not begin full production, and thus golf sales, until the first
      quarter of 2007 nor did the Company have any revenues from the sale of fishing
      rods in the prior year. The primary reason for the significantly smaller net
      loss from the prior year period is the reduced level of general and
      administrative expenses in the current year period versus the prior year period,
      primarily as a result of lower professional fees. In addition, as the Company’s
      convertible notes were all extinguished or converted as of December 31, 2006,
      there was no significant interest expense recognized in the current year
      period.





For
      the
      three months ended March 31, 2008 the Company, had aggregate revenues of
      $565,630 from the sale of its golf and fishing equipment and incurred costs
      of
      sales of $461,292 and general and administrative expenses of $1,274,478.
      Derivative income recorded in this period was $253,853. Included in general
      and
      administrative expenses is a non-cash charge of $462,259, representing the
      value
      of common shares issued for services provided by consultants. This resulted
      in a
      net loss of $923,225, as compared with the three months ended March 31, 2007
      in
      which the Company had revenue of $89,235 and incurred costs of sales of $33,640,
      general and administrative expenses of $1,742,099 and interest expense of
      $194,953, offset by derivative income of $3,848,832, resulting in a net income
      of $2,074,508.  Included in general and administrative expenses was a
      non-cash charge of $524,173, 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 nor did the Company have any revenues from the sale of fishing
      rods in the prior year The primary reason for the recognition of income in
      the
      prior period versus the net loss in the current period is the expiration of
      a
      number of the outstanding warrants which resulted in the recognition of
      significantly higher derivative income in the prior year versus the current
      year.


Page
            15





**Financial
      Condition, Liquidity and Capital Resources**





The
      Company has negative working capital as of March 31, 2008 of
      $441,208.  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.





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. 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.





On
      February 22, 2008, the Company borrowed $1,000,000 pursuant to a promissory
      note
      maturing on June 1, 2008 and bearing interest at an annual rate of 10%. Interim
      principal payments are due if certain contractual payments are received by
      the
      Company. No such payments had been received as of March 31, 2008. The Company
      also received $150,000 in proceeds from the sale of 50,000 shares of its common
      stock.




**Recent
      Accounting Pronouncements**




See
      Note 1 "Recent Accounting Pronouncements" in the Notes to 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.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its common or preferred
      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
      Preferred 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
      $22,844,483 as of March 31, 2008. For the nine months ended March 31, 2008,
      our
      net loss was $1,629,257 **.** 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.


Page
            16




*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 March 31, 2008, 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.





*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 fishing products 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 and fishing equipment providers may increase and we may
      not be able to adequately compete.*





The
      market for golf and fishing equipment 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.


Page
            17





*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 effect on our
      business.





*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 any 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.


Page
            18





*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.





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
      declared and 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.


Page
            19





**PART
      II - OTHER INFORMATION**


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





None




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





During
      the nine months ended March 31, 2008 the Company issued 551,828 shares of its
      common stock to consultants for services rendered by them and recorded related
      expense of $1,798,446   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
                Description





3.1
            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, 2006.3.2
            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, 2006.3.3
            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, 2007.4.1
            Form
                of Element 21 Golf Company 10% Convertible Promissory Note, incorporated
                herein by reference to Exhibit 4.2 to the Company’s Form 8-K dated
                February 24, 2006.4.2
            Common
                Stock Purchase Warrant, incorporated herein by reference to Exhibit
                4.4 to
                the Company’s Form 8-K dated February 24, 2006.4.3
            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, 2006.4.4
            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, 2006.4.5
            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, 2006.4.6
            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, 2006.4.7
            Common
                Stock Purchase Warrant, incorporated herein by reference to Exhibit
                4.1 to
                the Company’s Form 8-K dated June 18, 2006.4.8
            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.


Page
            20


10.01
            Consulting
                Agreement with Nataliya Hearn dated as of January 4, 2008 filed as
                an
                exhibit 10.3 to the Company’s Form 10Q filed on February 14, 2008 and
                incorporated by reference herein10.02
            Consulting
                Agreement with David Sindalovsky dated as of September 15, 2007 filed
                as
                an exhibit 10.2 to the Company’s Form 10Q filed on February 14, 2008 and
                incorporated by reference herein10.03
            Consulting
                Agreement with John Grippo dated as of January 4, 2008 filed as an
                exhibit
                to the Company’s Form 10Q filed on February 14, 2008 and incorporated by
                reference herein10.04
            Common
                Stock Purchase Warrant agreement with Nataliya Hearn dated as of
                January
                4, 2008 filed as an exhibit 10.1 to the Company’s Form 10Q filed on
                February 14, 2008 and incorporated by reference herein10.05
            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, 2006.10.06
            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,
                2006.10.07
            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,
                2006.10.08
            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,
                2007.10.09
            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, 2007.10.10
            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, 200731.1
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                200231.2
            Certification
                Pursuant to Section 302 of the Sarbanes Oxley Act of
                200232.1
            Certification
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002


Page
            21




**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 CompanyMay
                15, 2008
            By:
            /s/
                 Nataliya HearnNataliya
                Hearn, Ph.D.President
                and DirectorMay
                15, 2008
            By:
            /s/ John
                GrippoChief
                Financial Officer


Page
            22