**U.
      S. Securities and Exchange Commission**


**Washington,
      D. C. 20549**




**FORM
      10-KSB/A. No.1**




x
            ANNUAL
                REPORTUNDER
                SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal yea r
      ended
      June 30, 2004





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from _________________ to __________________




Commission
      File No. 000-15260




**Element
      21 Golf Company**


(Name
      of
      Small Business Issuer in its Charter)








Delaware
            
            88-0218411(State
                or Other Jurisdiction of incorporation or
                organization)
            
            (I.R.S.
                Employer I.D. No.)





**207
      Queens Quay W. #455, Toronto, Ontario, Canada, M5J 2A7**


(Address
      of Principal Executive Offices)





Registrant’s
      Telephone Number: **800-710-2021**





Not
      Applicable


(Former
      name and former address, if chang ed
      since
      last Report)





Securities
      Registered under Section 12(b) of the Exchange Act: None.





Securities
      Registered under Section 12( g)
      of the
      Exchange Act: Common Stock, one-cent ($0.01) Par Value





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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
o   No
x





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10- KSB or any amendment
      to
      this Form 10-KSB. o





State
      Issuer’s revenues for its most recent fiscal year: June 30, 2004 =
      $0.00.





State
      the
      aggregate market value of the voting and non-voting common stock held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such stock, as of a specified date within
      the past 60 days. As of December 20, 2004 there were approximately 74,802,842
      shares of our common voting stock held by non-affiliates having a market value
      of $6,732,256 on such date. Without asserting that any director or executive
      officer of the issuer, or the beneficial owner of more than five percent of
      the
      issuer’s common stock, is an affiliate, the shares of which they are the
      beneficial owners have been deemed to be owned by affiliates solely for this
      calculation.





State
      the
      number of outstanding shares of each of the Registrant’s classes of common
      equity, as of the latest practicable date. As of September 30, 2004, there
      were
      82,653,312 shares of common stock of the Issuer outstanding.














**Element
      21 Golf Company**




**10-KSB
      for the Year Ended June 30, 2004**


**Table
      of Contents**




**PART
                  I****Item
                  1.**
              **Description
                  of Business**
              **1****Item
                  2.**
              **Description
                  of Property**
              **14****Item
                  3.**
              **Legal
                  Proceedings**
              **14****Item
                  4.**
              **Submission
                  of Matters to a Vote of Security Holders**
              **14****PART
                  II****Item
                  5.**
              **Market
                  for Common Equity and Related Stockholder Matters**
              **14****Item
                  6.**
              **Management’s
                  Discussion and Analysis or Plan of Operation**
              **16****Item
                  7.**
              **Financial
                  Statements**
              **20****Item
                  8.**
              **Change
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure**
              **20****Item
                  8A**
              **Controls
                  and Procedures**
              **20****Item
                  8B**
              **Other
                  Information**
              **20****PART
                  III****Item
                  9.**
              **Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act**
              **20****Item
                  10.**
              **Executive
                  Compensation**
              **23****Item
                  11.**
              **Security
                  Ownership of Certain Beneficial Owners and Management**
              **24****Item
                  12.**
              **Certain
                  Relationships and Related Transactions**
              **26****Item
                  13.**
              **Exhibits**
              **27****Item
                  14.**
              **Principal
                  Accountant Fees and Services**
              **27****Signatures**
              
              **28****Financial
                  Statements**
              
              **F
                  - 1**





**Explanatory
      Note**






This
      Form
      10-KSB/A (Amendment No. 1) is being submitted solely to address comments by
      the
      Securities and Exchange Commission (“SEC”) Staff relating to Element 21 Golf
      Company’s (the “Company’s”) Annual Report on Form 10-KSB for the fiscal year
      ended June 30, 2004 filed with the SEC on December 21, 2004. Specifically,
      disclosure presented under “MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION” under the subheadings “Fiscal 2004 Compared to Fiscal 2003” and
“Liquidity and Capital Resources” has been expanded along with Footnote 1 to the
      financial statements. In addition, the line item in the Statement of Operations
      which was previously entitled “Other Income” has been re-titled “Forgiveness of
      Debt”. Footnote 3 to the financial statements has been revised to show
      outstanding options by range of exercise prices and Footnote 6 to the financial
      statements has been expanded to explain the proposed distribution of AssureTec
      Holdings, Inc. shares held by Element 21 Golf Company. The remainder of the
      substantive information contained in the original filing (with the exception
      of
      address information included in the cover page) is not amended hereby, but
      is
      included herein for reference.







**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**




**Business
      Development.**




Element
      21 Golf Company (the “Company”) was originally formed as OIA, Inc., a Delaware
      corporation, in 1986. In 1992, the Company changed its name to Biorelease Corp.,
      and was e ngaged
      in
      the business of biotechnology from 1992 through 1995. From mid-1995 through
      September 2001, the Company sponsored several early-stage ventures with funds
      advanced by affiliates of Dr. R.
      Bruce
      Reeves, our former President and a current consultant to the Company.
      I n
      June
      2001, the Company changed its name from Biorelease Corp. to BRL Holdings, Inc.





Effective
      November 9, 2001, we acquired 100% of the outstanding common stock of AssureTec
      Systems, Inc., a Delaware corporation (“Systems”), in a stock-for-stock
      transaction. We issued 6,354,000 shares of restricted common stock and converted
      outstanding options to acquire 4,750,000 shares of Systems common stock into
      options to acquire 4,750,000 shares of the Company’s common stock.





On
      April
      1, 2002, we exchanged 2,852,000 shares of Systems common stock that had been
      issued in connection with the Systems acquisition for
      5,704,000 shares of our common stock , from
      substantially all the founders and consultants from whom our interest in Systems
      was initially acquired. In addition, options to acquire 4,750,000 shares of
      our
      common stock then held by these individuals were cancelled. As a result of
      these
      transactions and the issuance of additional shares of Systems to employees
      upon
      the exercise of stock options, the Company’s ownership of Systems decreased to
      34.2% of Systems as of June 30, 2003.




On
      June
      12, 2002 the Company incorporated Tech Ventures, Inc. (now named Assuretec
      Holdings, Inc. or “Assuretec”) and transferred all the assets and liabilities of
      the Company in exchange for 100% ownership of Assuretec common stock. At that
      time, the only business of the Company was the business of
      Assuretec.




1


Effective
      October 3, 2002, we acquired 100% of the outstanding common stock of Element
      21
      Golf Company, a Delaware corporation (“Element 21”) in exchange
      for 42,472,420 restricted shares of our common stock (“the
      Acquisition”). We also converted options
      to acquire 6,432,000 shares of Element 21 common stock into options to acquire
      6,432,000 shares of our common stock. This Acquisition has been accounted for
      as
      a “reverse” acquisition using the purchase method of accounting, as the
      shareholders of Element 21 owned
      a
      majority of the outstanding stock of our
      Company immediately following the Acquisition. Following the Acquisition, we
      changed our name to Element 21 Golf Company.




In
      October 2003, the Company issued 12,287,082 shares to consultants in exchange
      for liabilities owed.




In
      November 2003, Systems issued convertible preferred to various individuals
      in
      exchange for debt of Systems. On March 31, 2004 Assuretec issued additional
      common stock and preferred stock which is convertible into common stock.
      Assuretec also issued stock to others in exchange for liabilities and shares
      issued for cash and/or services. As a result, Assuretec’s ownership of Systems
      decreased from 34.2% at June 30, 2003 to 26.5% at June 30, 2004.




In
      May
      2004, the Company issued 20,460,010 shares of the Company’s common stock to
      consultants in exchange for liabilities owed in the amount of $1,841,401. This
      issuance increased the outstanding shares of the Company from 49,906,220 at
      June
      30, 2003 to 82,653,312 at June 30, 2004.




**Business
      of the Issuer**




Element
      21 was formed on September 18, 2002 to acquire partially-developed golf
      technology and to design, develop and market scandium alloy golf club shafts
      and
      golf heads. Scandium is Element No. 21 in the Periodic Table of Elements. When
      mixed with aluminum, scandium alloys are believed to exhibit properties that
      outperform titanium with a higher strength to weight ratio of up to 25% and
      a
      specific density advantage of 55%. Scandium alloys are lighter, stronger and
      more cost effective than titanium. This advanced metal technology was originally
      developed in the former Soviet Union for military applications during the 1980s.
      Scandium alloys have been used in intercontinental ballistic missiles, jet
      aircraft, the Mir space station and most recently, in the International Space
      Station. The Company plans to commercialize Scandium’s use in golf shafts and
      golf heads.




In
      September, 2002, Element 21 acquired from Dr. Nataliya Hearn, our current Chief
      Executive Officer, and David Sindalovsky, a consultant to the Company (the
      “Assignors”), the exclusive right to use, produce and sell a specified range of
      scandium aluminum alloy for golf club shafts and golf heads. Although these
      rights do not cover all mixes of scandium aluminum alloy, the Company believes
      that any scandium aluminum alloy outside the range of its patent-protected
      rights cannot be used to produce golf club shafts or heads in an economically
      feasible manner. Upon completion of the Acquisition, the previous officers
      and
      directors of the Company resigned and Dr. Hearn became the Company’s President/
      CEO and a Director and Jim Morin and Gerald Enloe also became Directors. Mr.
      Morin also serves as Vice President and Principal Financial Officer of the
      Company.




Prototypes
      of the first products, a mid range iron combined with several flex strength
      shafts, have been produced and tested by the Company. The scandium alloy shaft,
      when combined with a conforming iron head, has been accepted as complying with
      the rules of golf by the USGA (the United States Golf Association). Scandium
      alloy shafts engineered for use with driver and fairway metal woods are just
      completing development and will be tested against competitive shafts over the
      next several months by the Company. The independent tests already conducted
      by
      Golf Labs Inc. showed a remarkable 10-20 yard distance improvement when scandium
      shafts are tested against the best Graffaloy R graphite
      and True Temper steel shafts, respectively. Other clubs and products are
      currently being developed and tested by **** the
      Company. Dependent in part on its ability to obtain approximately $1,500,000
      in
      funding, of which there is no assurance, the Company intends to first commence
      the production and roll-out of its first golf products: a complete scandium
      metal wood driver with a scandium alloy shaft to be sold to the retail golfer
      through a direct marketing program. Second, the Company intends to commence
      the
      sale of scandium shafts to leading golf shaft distributors for distribution
      as a
      branded high-performance shaft to be resold to fabricators and golf shops
      worldwide. Following the receipt of additional investor funds, of which there
      is
      no assurance, the Company expects to broaden its retail offerin g
      to
      include additional combinations of proprietary heads and shafts.




2


The
      Company operates solely through strategic consultants and without full-time
      employees. Consultants Nataliya Hearn, PhD, who is our CEO and President, and
      David Sindalovsky, both of whom
      are based in
      Toronto, Canada, oversee the engineering, alloy supply and production.
      Consultants Jim Morin, who is also our Vice-President, Secretary and Treasurer,
      and Frank Gojny, both of whom
      are based in
      California, oversee the development, testing and USGA approval for the golf
      products, and consultants Bruce Reeves and Kevin McGuire (formerly officers
      of
      BRL Holdings and operating through entities based in New Hampshire) and Randy
      Renken (operating through Profit Consultants, Inc.), oversee the management,
      accounting and public company compliance issues. This structure allows the
      Company to avoid having large marketing, administrative and development
      organizations in order to be responsive to fluctuations in the marketplace
      that
      have plagued other start-up golf companies.




The
      Company has a strategic supply agreement with an affiliate of Kamensk-Uralsky
      Metallurgical Works Joint Stock Company, located in a number of locations in
      Russia, also known as OAO KUMZ. Under this agreement, concentrated scandium
      alloy shall be produced to the specification of the Company by the KUMZ
      affiliate. KUMZ also will transfer the latest innovations in scandium alloys
      to
      the Company as they become available. KUMZ is a well-established, diversified
      producer of aluminum, aluminum alloys and products for aerospace, shipbuilding,
      automotive, and other industries. KUMZ is also the world’s largest facility
      specializing in scandium alloy products. Initially scandium work began 20-25
      years ago with the development of aluminum-scandium aerospace alloys for fighter
      aircraft.




The
      second strategic partner of the Company is Yunan Aluminum, which is in the
      business of manufacturing precision tubing for outdoor recreation and sporting
      markets. Yunan Aluminum was established in 1979 in South Korea, and now
      manufactures, for parties other than the Company, about 80,000 pounds per month
      of high quality products made of high strength aluminum alloys. In August 2003
      the company reached an agreement with Yunan Aluminum to produce scandium
      golf shafts and club components exclusively for the Company in South
      Korea.




**Advantage
      of Scandium Alloys**




The
      Company derives its name from the 21 st element
      in the “Periodic Table of the Elements”, which is the unique metal “scandium”
      (the beginning of a new millennium). Scandium, when mixed with aluminum, has
      a
      higher strength-to-weight ratio than titanium and 50% more strength than other
      high-strength aluminum alloys. Markets for scandium aluminum include almost
      anythi ng
      where
      aluminum is currently used, for example, from transportation and military
      applications to high-end sports products of all kinds. After years of market
      research and development, the Assignors determined that the most productive
      and
      profitable application of scandium was in the sports market. Based on that,
      the
      Assignors, together with other founders of the Company, formed Element 21
      Corporation to become a production, marketing, and distribution company for
      other scandium aluminum products. The rights to develop other products not
      related to the golf industry were retained by the Assignors. All applications
      to
      golf products, covered by the Assignors’ patents, have been acquired by the
      Company. To attempt to in sure
      against uninterrupted product availability, the Company is working to train
      two-US based manufactures in the processing and production techniques required
      to produce shafts from the patented Scandium alloys.




3


In
      August, 2003, the Company finalized its golf sha ft
      design
      criteria through the use of the most advanced CAD/CAM computer software programs
      available. These systems are used by the major aerospace companies to produce
      aircraft such as the Advanced Tactical Fighter, America’s fighter jet for the
      21 st century.
      Utilizing the designs created and analyzed with this software, the Company’s
      Korean manufacturer can produce golf shafts to the exacting standards of
      advanced aerospace products. The manufacturer has a capacity of processing
      in
      excess of 100,000 lbs of material per month which equates to approximately
      450,000 golf shafts. The manufacturer has negotiated a $50,000US credit line
      with preferential payment terms to begin full production of its golf shafts.
      In
      return, the Company has purchased and provided to the manufacturer the
      semi-automatic testing and calibration equipment necessary to produce high
      quality golf products on a full production basis.




In
      April
      2004, the Company announced the full implementation of a new Linear Forging
      Process, a proprietary method utilized in the mass product ion of Scandium
      Golf
      shafts. The unique “Linear Forging Process” utilizes a pulsed energy system in
      matching the structures’ natural frequency resonance to elongate the metals
      grains with the least dimensional change to the golf shaft’s design. The
      process’ secondary benefit is in providing aligned straightness. All of these
      benefits are realized in just a few seconds, which results in high production
      rates and significant cost reduction in an otherwise labor-intensive
      operation.




The
      Company is testing certain benefits of scandium on the health of joints in
      the
      human hands, elbows and back, as scandium clubs have shown significant
      improvement in reducing damaging shock to the body produced and compounded
      over
      time by playing with steel and titanium golf clubs. This technology has been
      trademarked as SHOCKBLOK TM scandium
      technology. A full report outlining quantifiable health and medical advantages
      will be made available when the testing is complete. At this time, there is
      no
      certainty that there will be health benefits when compared to other golf shaft
      technology.




**Element
      21’s Competitive Advantage**




We
      believe that we have a competitive advantage in our industry for the following
      reasons:





1.
            License
                and supply agreements for scandium aluminum alloys in place.


2.
            Longtime
                association with the world’s largest producer of the highest quality
                scandium master alloy.


3.
            Strategic
                association with the world’s largest producer of scandium products, which
                has over 20 years of experience in producing scandium aluminum billet,
                extruded products, and forged products. Lowest production costs due
                to
                location, size, and experience, as well as the advantage of waste
                control
                during the production process.


4.
            Experienced
                team of alloy developers, processing specialists, production specialists,
                light metal sports equipment designers, and product marketing
                specialists.


5.
            Knowledge
                and association with several production paths of semi-finished and
                finished scandium products.


6.
            Consulting
                agreements with leading golf product development and marketing
                experts.


7.
            Growing
                demand for high performance golf
                products.


8.
            Added
                value to an OEM’s golf club products providing for a longer and more
                accurate golf shots as tested against steel and graphite shafts
                manufactured by Royal Precision, Apollo, AldilaR,
                UST, PenleyR,
                True TemperRand GrafalloyR.





4


**Scandium
      Metal - “Element 21”**




Scandium,
      a little-known element, was developed primarily in secret aerospace programs
      in
      the former Soviet Union. It was used as an additive to aluminum alloys to create
      the highest strength aluminum-scandium alloys and alloys with significantly
      enhanced weldability. These super-alloys were used in missiles and MIG-29
      aircraft and are currently used in MIG-31 and Sukhoi-27 aircraft. We believe
      that the rights we have acquired from the Assignors cover aluminum-scandium
      alloys that have achieved the highest “strength-to-weight ratio” for golf
      applications.




Scandium
      is most often found in nature as an oxide in relatively low concentrations,
      from
      5 to 100 parts per million. It is rarely concentrated in nature due to its
      lack
      of affinity to combine with the common ore-forming anions. Therefore, it is
      usually derived as a by-product from uranium and other mineral leaching
      operations. The cost of scandium is directly related to the relatively high
      cost
      of processing and its lack of widespread use in commercial products. It has
      not
      been commercially mined in the United States or Europe because only small
      quantities have been used, primarily in high intensity halide lamps, lasers,
      electronics, high tech ceramics, and research applications.




However,
      in the former Soviet Union, scandium has been produced in significantly larger
      quantities since it was an additive to aluminum alloys to produce ultra high
      strength aluminum-scandium alloys for military aerospace uses. In Russia, there
      is now less scandium production due to reduced military spending. Currently
      however, Russia still possesses the world’s largest stockpile of pure scandium
      oxide, which is available to the Company through the rights it acquired from
      Assignors. When the current supply is exhausted, scandium can be obtained
      through reactivating production of various waste streams of already identified
      ore processing sites in Russia. In addition, several possible North American
      scandium production sites have also been identified, if there is sufficient
      demand to justify the investment.




**History
      of Commercial Aluminum-Scandium Alloys**




Aluminum-scandium
      alloys for sports applications were developed using the expertise of Russian
      and
      Ukrainian scientific institutes. To date, more than 75 tons of aluminum-scandium
      master alloy have been sold for the production of over 2,500,000 pounds of
      final
      product, including several sports products, and for a variety of civil and
      government funded transportation related development programs.




In
      1997,
      Easton Sports’ baseball and softball bats constituted the first production of a
      large-scale scandium sports product. The ultra light high-strength Easton bats,
      known as the Scandium/Sc 7000 Redline series, quickly became the most successful
      new product launch in Easton’s 75-year history. As of September 2003, Easton has
      sold in excess of $800,000,000 of scandium aluminum baseball and softball bats.
      Easton then produced a weldable aluminum-scandium alloy for use in bicycle
      frames, and handle bars. Both products have been highly successful and the
      frame
      is now considered one of the lightest in the industry and used by many
      top-racing teams. In addition to baseball bats and bicycle frames, scandium
      golf
      shaft, metal wood drivers, putters, lacrosse sticks, bicycle seat posts and
      handlebars, and hockey stick prototypes have been developed.




**Aluminum-Scandium
      Product Advantages**




Scandium
      alloys have advantages over other high strength aluminum and titanium alloys
      and
      composite materials, especially in heavily drawn and worked
      products:




·
            Up
                to 50% strength increase over high-strength aluminum
                alloys;


·
            Over
                20% specific strength advantage over titanium
                alloys;


·
            Significant
                cost and design advantages over composite
                materials;


·
            Reduction
                and elimination of surface
                re-crystalization;


·
            Increase
                in weldability and weld strength;


·
            Increase
                in weld fatigue life of 200%;


·
            Reduction
                and elimination of hot-cracking in
                welds;


·
            Increased
                plasticity, durability, and
                formability.




5


**Sports
      Equipment**




As
      athletes and marketers demand improvement in sports equipment, designers push
      material limitations when using existing metals and alloys. Most aluminum
      products in the sports market today have alloy development origins from the
      1930s, while other high-performance alloys were developed in the 1960s. Titanium
      and composite materials have replaced aluminum in some sporting goods; however,
      these materials are more expensive and more difficult to process. Consequently,
      they have found major acceptance only in the highest end of the
      market.




Our
      objective is to develop and market new golf products with scandium alloys which
      can provide measurable advantages over existing high-end aluminum alloys,
      stainless steel, titanium and composite materials.




**Golf
      Products**




Scandium
      golf products have outstanding potential in the industry based on several
      factors:




·
            Results
                of player and robotic testing indicates scandium aluminum’s superior
                performance over a leading titanium club,
                and


·
            Improved
                distance and less dispersion, allowing longer more accurate results,
                which
                are impossible to achieve with current metals.




The
      interest in scandium has been supported by several performance and marketing
      features:




·
            Scandium
                alloys strategically incorporated into the production of metal woods
                and
                irons can result in heads with a larger sweet spot for more consistency
                and accuracy;


·
            If
                increased club head size is not required, the reduced density and
                improved
                strength allows flexibility in placing perimeter weighting that can
                affect
                the trajectory (flight path) of the
                ball;


·
            Scandium
                alloys are softer than titanium providing superior feel and workability
                for the player;


·
            Scandium
                alloys are lower in cost and easier to fabricate than
                titanium;


·
            The
                specific yield strength advantage of scandium alloys over steel and
                high-end aluminum alloys enables the design of shafts at substantially
                reduced weight and higher
                performance;


·
            The
                homogeneous nature of scandium alloys allow for consistent shaft
                production, a problem inherent with graphite
                shafts.




**Golf
      Shafts**





Scandium
      golf shafts provide the light weight and flexibility of graphite with the
      favorable playing characteristics of steel. Steel dominates the shaft market
      for
      irons, while graphite is the most popular shaft material for metal woods.
      Graphite shafts are generally more expensive than steel, and golfers often
      experience inconsistency from club to club due to reproducibility problems
      inherent with graphite. Prototype shafts with several flex strengths have been
      produced, tested initially with irons and accepted as complying with the rules
      of golf by the USGA. The independent tests conducted by Golf Labs Inc. showed
      remarkable 10-20 yard distance improvement when scandium shafts tested against
      the best Graffaloy graphite and True Temper steel shafts respectively. To view
      these test results online, go to our website at *www.e21golf.com* ** .




6


The
      market for golf shafts was estimated by Golfdatatech to be close to 30 million
      units in the US and 60 million units worldwide in 1999. Golfdatatech estimates
      that the market size of the high performance premium shafts that the Company’s
      scandium shaft will initially be targeting represents approximately 27 million
      units worldwide.




**Metal
      Woods/Putters**




The
      Company has created its own designs, and has completed mechanical and player
      testing on several prototypes. This effort has provided the Company with several
      sales and marketing options. These options include the sale of semi-finished
      products to Taylor Made and other original equipment manufacturers (OEMs),
      the
      sale of finished heads to OEMs, and/or the Company’s own direct sale of branded
      scandium alloy golf products to the market place.




The
      Company intends to introduce a scandium driver and other fairway metal woods
      through the production and airing of a script-to-screen infomercial which we
      plan to air in the fourth quarter of 2005, assuming completion of the additional
      financing of which there is no assurance, following completion and market
      testing of its infomercial .
      The
      Company has entered into an agreement with Incredible Discoveries of Deerfield
      Beach, Florida ( www.incrediblediscoveries.com ) to
      produce a 28-minute infomercial on scandium golf club products. Incredible
      Discoveries’ direct response team is responsible for generating over $50 million
      in direct response television sales. If the Company is able to finance the
      infomercial, Incredible Discoveries would co-fund the venture to promote and
      sell the scandium golf clubs through multimedia venues. Based on positive
      performance and marketing features afforded by scandium, and the general market
      condition of golf, the Company believes this approach would
      be
      successful .
      To
      assist in this process, the Company has access to consultants with experience
      in
      infomercials from both marketing and production aspects. We believe that we
      would be in a position to introduce a number of new scandium golf products
      over
      time, including putters, fairway metal woods, and
      irons.




According
      to Golfdatatech, in 1999 the world retail golf club (metal woods, irons,
      putters) market was worth approximately $4.8 billion. Golfdatatech estimates
      that the US market represents about 50% of the world market, with approximately
      $2.4 billion in sales, including over $1.0 billion in metal wood sales. In
      1999,
      titanium metal woods represented about 40% of all premium sales with the most
      popular price being $399 and up.




**Strategic
      Relationships**




To
      effectively conduct its business on an international scale, the Company is
      pursuing strategic alliances with aluminum producers, suppliers, sub-contractors, and
      design engineers.




As
      discussed earlier, the Company has a strategic partnership agreement with OAO
      KUMZ, which is located in Russia. Under this agreement, scandium alloys licensed
      to the Company shall be produced exclusively by KUMZ. Since 1994 KUMZ has
      established an ISO-9001 quality assurance sy stem.




7


The
      Company also has a relationship with Yunan Aluminum in Korea. Yunan will
      reprocess the master alloy prepared by KUNZ and produce the initial shafts
      and
      clubs with pricing and supply already contracted.




As
      of the
      date of this report, the Company has entered into distribution and manufacturing
      alliance with an asian golf company specializing in sales of high-end golf
      equipment and components. Through this relationship, the Company plans to
      develop sales of finished scandium clubs, club sets and components on a
      non-exclusive basis throughout Asia and Japan. Upon reaching an annual sales
      volume of $1.5M US, the relationship will be extended on an exclusive basis
      through 2007. The use of a television infomercial format is being considered
      for
      the Japanese and Asian markets similar to those which may be introduced in
      the
      US.




**Scandium
      Raw Material Supply**





The
      raw
      material that goes into production of scandium alloys comes from scandium oxide,
      which has about 60% pure scandium metal content. Scandium oxide is used in
      the
      production of “master alloy”, which consists of 2% Scandium metal and 98% pure
      aluminum. The master alloy is then added to aluminum and other alloy ingredients
      to create a concentration of approximately 0.1% - 0.3% scandium in the final
      alloy used in products. These are then known as scandium alloys or
      aluminum-scandium alloys, which have the technical advantages needed for
      production of high performance equipment for sports, transportation, military
      and a erospace
      applications and are the subject of the Assignors’ patents. One kilogram of
      Scandium oxide will produce approximately 28 kilograms of master alloy, and
      just
      under 500 kilograms (or 1,100 pounds) of aluminum-scandium 0.1% alloy, the
      most
      common alloy used.




Because
      of the experience and access to economic supply of scandium raw materials and
      experience with the scandium alloys, the Company will initially rely on KUNZ
      and
      Yunan as sole suppliers and reprocessors of its precursor materials. However,
      through its c onsultants,
      over time and with additional resources, the Company intends to develop an
      independent resource for supplying these materials and services.




**Distribution
      Methods of the Products or Services**




To
      effectively conduct its business on an international scale and to establish
      initial supply and production capability, the Company is
      pursuing strategic alliances with aluminum producers, suppliers, sub-contractors, and
      design engineers. The Company has a strategic partnership agreement with
      Kamensk-Uralsky Metallurgical Works Joint Stock Company, located in a number
      of
      locations in Russia, also known as OAO KUMZ. Under this agreement, scandium
      alloys licensed to Element 21 Golf shall be produced exclusively by KUMZ. Since
      1994 KUMZ has established an ISO-9001 quality assurance system.




The
      Company also has a relationship with Yunan Aluminum in Korea. Yunan will
      reprocess the master alloy prepared by KUNZ and produce the initial shafts
      and
      clubs with pricing and supply already established.




**Status
      of Any Publicly Announced New Product or Service**




The
      Company’s web site, at *www.e21golf.com* *,* contains
      its most recent press releases and financial reports as well as independent
      test
      results of the Company’s shafts against the leading high-performance golf shafts
      in the world. For additional information or earlier press releases go to any
      website’s financial bulletin board for Element 21 Golf Company (formerly BRL,
      Holdings, Inc. (OTCBB EGLF).




8


**Competitive
      Business Conditions**




All
      major
      manufacturers of golf clubs, shafts and related equipment will be major
      competitors of our planned business operations, and all have greater resources,
      marketing capabilities and name recognition than we do. These factors, among
      others, will make it difficult for us to compete with these manufacturers.
      In
      the event that the Company completes and airs its infomercial, of which there
      is
      no assurance, the Company anticipates that the infomercial campaign will not
      only promote the sale of the Company’s scandium golf clubs, but will also help
      to generate additional media awareness through write ups in various major golf
      publications. However, here is no assurance that the infomercial will generate
      additional media coverage.




**Sources
      and Availability of Raw Materials**




The
      Company has a strategic supply agreement with an affiliate of OAO KUMZ. Under
      this agreement, concentrated scandium alloy shall be produced to the
      specification of the Company by the KUMZ affiliate. KUMZ also will transfer
      the
      latest innovations in scandium alloys to the Company as they become available.
      KUMZ is a well-established, diversified producer of aluminum, aluminum alloys
      and products for aerospace, shipbuilding, automotive, and other industries.
      KUMZ
      is also the world’s largest facility specializing in scandium alloy products.
      Scandium work initially began 20-25 years ago with the development of
      aluminum-scandium aerospace alloys for fighter aircraft.




The
      second strategic partner of the Company is Yunan Aluminum, which is in the
      business of manufacturing precision tubing for outdoor recreation and sporting
      markets. Yunan Aluminum was established in 1979 in South Korea, and now
      manufactures, for parties other than the Company, about 80,000 pounds per month
      of high quality products made of high strength aluminum alloys. Yunan Aluminum
      intends to reprocess, in South Korea, alloy concentrate shipped by KUNZ on
      behalf of the Company and also intends to produce scandium golf shafts
      exclusively for the Company.




**No
      History of Sales; Dependence on Proposed Infomercial
      Methodology**




The
      Company’s golf products are new to the market. The Company has no history of
      sales or market penetration of its golf products. While the market is large,
      we
      cannot be sure that the Company’s prod ucts
      will
      achieve general market adoption. As of the date of this report, we have not
      raised funds sufficient to manufacture the initial products nor have we raised
      funds sufficient to produce an infomercial and to acquire media.




**Patents,
      Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
      Contracts**




The
      Company has direct title to no patents. However, when it acquired Element 21,
      it
      acquired the exclusive right to use, produce and sell a specified range of
      scandium aluminum alloy for golf club shafts and golf heads. Although these
      rights do not cover all mixes of scandium aluminum alloy, the Company believes
      that any scandium aluminum alloy outside the range of its patent protected
      rights cannot be used to produce golf club shafts or heads in an economically
      feasible manner. The golf applications under these patent rights acquired by
      us
      in the Element 21 Acquisition, are U. S. Patent Nos. 5,597,529 issued on January
      28, 1997, and 5,620,662, issued on April 15, 1997, initially filed by Ashurst
      Technologies, Inc. and acquired on January 7, 2001 by Dr. Hearn and Mr.
      Sindalovsky.




9


**Need
      for any Government Approval of Principal Products or
      Services**




There
      is
      no need for any government approval or regulation of our products. There may
      be
      a need to comply with certain trade agreements with our strategic partners
      outside of the United States of America.




**Effects
      of Existing or Probable Governmental Regulations**





***Sarbanes-Oxley
      Act***




On
      July
      30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the
      “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act imposes a wide variety of new
      regulatory requirements on publicly held companies and their insiders. Many
      of
      these requirements will affect us. For example:




·
            Our
                chief executive officer and chief financial officer must now certify
                the
                accuracy of all of our periodic reports that contain financial
                statements;




·
            Our
                periodic reports must disclose our conclusions about the effectiveness
                of
                our disclosure controls and procedures;
                and




·
            We
                may not make any loan to any director or executive officer and we
                may not
                materially modify any existing
                loans.




The
      Sarbanes-Oxley Act has required us to review our current procedures and policies
      to determine whether they comply with the Sarbanes-Oxley Act and the new
      regulations promulgated there under. We will continue to monitor our compliance
      with all future regulations that are adopted under the Sarbanes-Oxley Act and
      will take whatever actions are necessary to ensure that we are in
      compliance.




***Penny
      Stock***




Our
      common stock is “penny stock” as defined in Rule 3a51-1 of the Securities and
      Exchange Commission (“SEC”). Penny stocks are stocks:




·
            with
                a price of less than five dollars per share;




·
            that
                are not traded on a “recognized” national exchange;




·
            whose
                prices are not quoted on the NASDAQ automated quotation system; or




·
            in
                issuers with net tangible assets less than $2,000,000, if the issuer
                has
                been in continuous operation for at least three years, or $5,000,000,
                if
                in continuous operation for less than three years, or with average
                revenues of less than $6,000,000 for the last three years.




Section
      15(g) of the Exchange Act and Rule 15g-2 of the Securities and Exchange
      Commission require broker/dealers dealing in penny stocks to provide potential
      investors with a document disclosing the risks of penny stocks and to obtain
      a
      manually signed and dated written receipt of the document before making any
      transaction in a penny stock for the investor’s account. You are urged to obtain
      and read this disclosure carefully before purchasing any of our shares.




10


Rule
      15g-9 of the Securities and Exchange Commission requires broker/dealers in
      penny
      stocks to approve the account of any investor for transactions in these stocks
      before selling any penny stock to that investor. This procedure requires the
      broker/dealer to:




·
            get
                information about the investor’s financial situation, investment
                experience and investment goals;




·
            reasonably
                determine, based on that information, that transactions in penny
                stocks
                are suitable for the investor and that the investor can evaluate
                the risks
                of penny stock transactions;




·
            provide
                the investor with a written statement setting forth the basis on
                which the
                broker/dealer made his or her determination; and




·
            receive
                a signed and dated copy of the statement from the investor, confirming
                that it accurately reflects the investors’ financial situation, investment
                experience and investment goals.




Compliance
      with these requirements may make it harder for our stockholders to resell their
      shares.




**Reporting
      Obligations**




Section
      14(a) of the Exchange Act requires all companies with securities registered
      pursuant to Section 12(g) of the Exchange Act to comply with the rules and
      regulations of the Securities and Exchange Commission regarding proxy
      solicitations, as outlined in Regulation 14A. Matters submitted to stockholders
      of our Company at a special or annual meeting thereof or pursuant to a written
      consent will require our Company to provide our stockholders with the
      information outlined in Schedules 14A or 14C of Regulation 14; preliminary
      copies of this information must be submitted to the Securities and Exchange
      Commission at least 10 days prior to the date that definitive copies of this
      information are forwarded to our stockholders.




We
      are
      also required to file annual reports on Form 10-KSB and quarterly reports on
      Form 10-QSB with the Securities Exchange Commission on a regular basis, and
      will
      be required to timely disclose certain material events (e.g., changes in
      corporate control; acquisitions or dispositions of a significant amount of
      assets other than in the ordinary course of business; and bankruptcy) in a
      Current Report on Form 8-K.




You
      may
      read and copy any materials filed with the SEC at the SEC’s Public Reference
      Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
      information on the operation of the Public Reference Room by calling the SEC
      at
      1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy
      and information statements, and other information regarding issuers that file
      electronically with the SEC at *www.sec.gov* ** .




**Small
      Business Issuer**




The
      integrated disclosure system for small business issuers adopted by the SEC
      in
      Release No. 34-30968 and effective as of August 13, 1992, substantially modified
      the information and financial requirements of a “Small Business Issuer,” defined
      to be an issuer that has revenues of less than $25,000,000; is a U.S. or
      Canadian issuer; is not an investment company; and if a majority-owned
      subsidiary, the parent is also a small business issuer; provided, however,
      an
      entity is not a small business issuer if it has a public float (the aggregate
      market value of the issuer’s outstanding securities held by non-affiliates) of
      $25,000,000 or more. We are deemed to be a “small business issuer.”




11


**Research
      and Development Expenses during Past Two Fiscal Years**




During
      the fiscal year ended 2004 there were no research and development costs incurred
      by the Company. During the fiscal year ended 2003, the Company spent
      approximately $2,445 for research and development associated with the Element
      21
      golf technology. This amount does not include unallocated consulting fees paid
      to consultants. We anticipate that research and development funds will be
      required with respect to our planned business operations of the development
      manufacture and sale of scandium alloy golf clubs.




To
      date,
      the Company has relied on its consultants and their existing infrastructure
      to
      develop its initial products and has reflected these costs as operating costs.
      We expect to spend additional amounts on research and development during fiscal
      year 2005 from our limited resources to continue our golf product development
      prior to commencing efforts to raise additional capital and prior to commencing
      shaft production.




**Costs
      and Effects of Compliance with Environmental Laws**




Neither
      we nor any of our subsidiaries have yet
      reached the stage of development where environmental issues have arisen;
      however, we cannot yet determine what, if any, of these types of regulations
      will affect our planned business operations of the development, manufacture
      and
      sale of scandium alloy golf clubs.




Further,
      because the existing agreements with KUNZ and Yunan do not require the Company
      to retain responsibility for any environmental compliance and/or impact, the
      Company believes it has no significant exposure to environmental compliance
      nor
      any other governmental regulation or oversight




**Number
      of Employees**




As
      of
      September 30, 2004, we have no employees. Consultants Nataliya Hearn, PhD,
      who
      is our CEO and President, and David Sindalovsky, both of whom are based in
      Toronto, Canada, oversee the engineering, alloy supply and production.
      Consultants Jim Morin, who is also our Vice-President, Secretary and Treasurer,
      and Frank Gojny, both of whom are based in California, oversee the development,
      testing and USGA compliance for the golf products, and consultants Bruce Reeves
      and Kevin McGuire (formerly officers of our Company operating through entities
      based in New Hampshire) and Randy Renken (operating through Profit Consultants,
      Inc.), oversee our accounting and public company compliance issues. Mr. Peter
      A’costa was added in April 2004 as a key member to consult on the sales and
      marketing of the Company. This consultant structure allows the Company to avoid
      having large fixed-cost marketing, administrative and development organizations
      in order to be responsive to fluctuations in the marketplace that have plagued
      other start-up golf companies.




**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-KSB, forward-looking statements also
      include:




12





·
            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
      Operations” and “Description of Business” as well as in this Form 10-KSB
      generally. Our ability to achieve our goals depends on many known and unknown
      risks and uncertainties, including changes in general economic and business
      conditions. These factors could cause our actual performance and results to
      differ materially from those described or implied in forward-looking
      statements.





These
      forward-looking statements speak only as of the date of this Form 10-KSB. 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 affect actual results, whether as a result of new information, future events
      or otherwise. You should carefully review the risk factors described in other
      documents we file from time to time with the Securities and Exchange Commission,
      and also review the Quarterly Reports on Form 10-QSB to be filed by us in our
      2005 fiscal year.







13





**ITEM
      2.** **DESCRIPTION
      OF PROPERTY**




We
      occupy
      space provided by Assuretec Systems under our consulting agreement with Dr.
      Reeves and his affiliate, R T Robertson Consultants, Inc. There is no specific
      allocation for rental costs. Assuretec entered into a three-year lease of a
      building in June 2002 that has been renewed for an additional three-year term
      in
      June 2004. The lease calls for monthly payments of $3,544. This area, containing
      approximately 6,000 square feet of finished office, is shared with our minority
      owned subsidiaries Assuretec Holdings, Inc. and AssureTec Systems, Inc., and
      several other affiliates of Dr. Reeves.




**ITEM
      3.**   **LEGAL
      PROCEEDINGS**




We
      are
      not a party to any pending legal proceedings, our property is not the subject
      to
      a pending legal proceeding and to the knowledge of our management, no
      proceedings are presently contemplated against us by any federal, state or
      local
      governmental agency.





Further,
      to the knowledge of our management, no director or executive officer is party
      to
      any action in which any has an interest adverse to us.




**ITEM
      4.**   **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**




On
      October 17, 2003 the Company changed its name from BRL Holdings, Inc. to Element
      21 Golf Company and increased the authorized number of shares of common stock
      from 50,000,000 to 100,000,000 shares. This action was approved by shares by
      written consent of the majority of the shareholders. There have been no other
      matters brought before the stockholders since that date.




**PART
      II**




**ITEM
      5.**   **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**




**Market
      Information**




There
      has
      never been any established trading market for our shares of common stock and
      there is no assurance that a trading market will develop. Our common stock
      is
      presently quoted on the Over-the-Counter Bulletin Board (“OTCBB”) of the
      National Association of Securities Dealers under the symbol “EGLF” as reflected
      below. No assurance can be given that any market for our common stock will
      develop in the future or be maintained. If an established trading market ever
      develops in the future, the sale of our common stock pursuant to Rule 144 of
      the
      Securities and Exchange Commission, or otherwise, by members of our management
      or others may have a substantial adverse impact on any such market.




The
      range
      of high and low bid quotations for our common stock during each of the last
      two
      fiscal years and the most recent interim quarter is shown below. Prices have
      not
      been adjusted to reflect the October 2002 stock dividend, and are inter-dealer
      quotations as reported by the NQB, LLC, and do not necessarily reflect
      transactions, retail markups, mark downs or commissions.




14





**High**
            
            **Low****Fiscal
                Year Ended June 30, 2003**First
                Quarter
            $0.17
            
            $0.15Second
                Quarter
            $0.30
            
            $0.05Third
                Quarter
            $0.15
            
            $0.03Fourth
                Quarter
            $0.15
            
            $0.03**Fiscal
                Year Ended June 30, 2004**First
                Quarter
            $0.31
            
            $0.04Second
                Quarter
            $0.16
            
            $0.09Third
                Quarter
            $0.26
            
            $0.12Fourth
                Quarter
            $0.16
            
            $0.08**Fiscal
                Year Ended June 30, 2005**First
                Quarter
            $0.11
            
            $0.07







**Holders**




The
      number of record holders of our common stock as of September 30, 2004 was
      approximately 1,300. This number does not include an undetermined number of
      stockholders whose shares are held in brokerage accounts or by other nominee
      holders.




**Dividends**





We
      effected a two-for-one stock split in the form of a stock dividend on all our
      outstanding shares of common stock (including shares issued in connection with
      the Acquisition) on the record date of October 4, 2002, which also resulted
      in
      similar adjustments to all of our shares of common stock underlying our
      outstanding options. Except as otherwise indicated herein, all share and per
      share data reflected in this Annual Report has been retroactively restated
      to
      reflect this dividend.




We
      also
      resolved to effect, by exemption from registration under the Securities Act
      of
      1933, as amended (the “Securities Act”) or by registration under the Securities
      Act, a spin-off of our interests in Assuretec Holdings, Inc. to our shareholders
      of record as of October 4, 2002 (excluding shareholders who received shares
      of
      the Company’s common stock in connection with the Acquisition of Element 21).
      The Company currently is preparing the documentation necessary to implement
      this
      distribution.




All
      holders of shares and options issued or exchanged under the Element 21
      Acquisition waived any right to the spun-off shares of Assuretec Holdings,
      Inc.




**Recent
      Sales of Unregistered Securities**




In
      October 2003, the Company issued an aggregate of 12,287,082 shares of common
      stock in consideration for consulants in consideration for services rendered
      between December 2002 and September 2003 valued at $559,825.





In
      May
      2004, the Company issued an aggregate of 20,460,010 shares of common stock
      to
      consultants in exchange for liabilities owed in the amount of $1,841,401.







These
      issuances were made pursuant to Section 4(2) of the Securities Act of 1933
      and
      pursuant to Regulation D promulgated thereunder.




15


**Securities
      Authorized for Issuance Under Equity Compensation Plans**





Equity
                Compensation Plan InformationPlan
                Category
            Number
                of Securities to be Issued Upon Exercise of Outstanding Options,
                Warrants
                and Rights
            Weighted-Average
                Exercise Price of Outstanding Options, Warrants and Rights
            Number
                of Securities Remaining Available for Future Issuance under Equity
                Compensation Plans (Excluding Securities Reflected in Column
                (a))*(a)
            (b)
            (c)Equity
                compensation plans approved by security holders
            57,200
            5.90
            n/aEquity
                compensation plans not approved by security holders
            n/a
            n/a
            n/aTotal
              ____________
            57,200
            n/a
            n/a*
                At June 30, 2004








**ITEM
      6.**   **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**




**Plan
      of Operations**




Subject
      to raising necessary additional funds, of which there can be no assurance,
      we
      initially intend to introduce our scandium shafted driver and similar metal
      headed woods built with our Element 21 shaft technology through the production
      and airing of a program of infomercials to the general public. The
      use
      of infomercials has been successful
      for a number
      of new golf technology product roll-outs such as Taylor Made’s Burner Bubble
      fairway woods, Pure Spin Diamond Face Scoring Wedge, and Adams Golf Tight Lies
      clubs. In the event the infomercial is launched and subject to the Company’s
      raising sufficient funds, of which there can be no assurance, the Company
      expects to commence a program to engage an experienced infomercial managing
      agent to oversee the production, media purchase and follow-up fulfillment
      services for packaging, shipment and account collection of the golf product
      activities. Golf industry infomercial experience suggests that this infomercial
      approach generates initial cash flows almost immediately and generates a slow
      but steady retail revenue component independent of the continuing infomercial
      media response. The Company expects to continue to invest in this infomercial
      approach for at least one year after its
      initial product introduction followed by an increasing emphasis and support
      of
      the retail product introduction. There can be no assurance that this product
      introduction strategy will be successful. At the present time, the Company
      does
      not have sufficient cash or binding cash commitments to implement its business
      plan; however, management believes that it will be able to raise additional
      funding to pursue the Company’s business plan. There is no assurance that the
      Company will be able to raise these funds.




16


**Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**





**Subsidiaries**





Effective
      as of December 31, 2000, we reduced our ownership interest in Biorelease
      Technologies, Inc. (“BTI”) from 92.5% to 15.9% through the transfer of 76.6% of
      the shares we owned in BTI from the Company to an affiliate of Dr Reeves in
      exchange for Dr. Reeves ’ indemnifying us from the liabilities of BTI. During the fiscal
      years ended June 30, 2002 and 2001, BTI’s operations were minimal, as outlined
      in Note 1 to our Consolidated Financial Statements. The value of the investment
      in BTI was reduced to $0 in fiscal year 2003. In fiscal 2004 the Company’s
      investment in BTI was transferred to an affiliate company owned by Dr. Reeves
      and his family for an indemnity against any and all liabilities of
      BTI.




In
      July
      2001, we formed Advanced Conductor Technologies, Inc. (“ACT”) and I-JAM
      Entertainment, Inc. (“I-JAM”) as wholly owned subsidiaries. These entities were
      formed in anticipation of two specific identified merger and acquisition transactions that were never consummated.
      These entities currently have no material operations, no sources of revenue,
      and
      no business, all of which is described in Note 1 to our Consolidated Financial
      Statements. The balance
      sheet value
      of
      I-Jam was reduced to $0 and ACT is carried at a nominal par value in the 2003
      and 2004 financial statements. In June
      2002, we formed Assuretec Holdings, Inc. (formerly Tech Ventures, Inc. or
“Assuretec”) at which time we transferred substantially all of our assets,
      subject to certain liabilities, to Assuretec, in exchange for both 100% of
      its
      outstanding common stock and its assumption of substantially all of our
      liabilities. Assuretec
      has had no operations or revenues independent of its investments in Systems,
      ACT
      and I-JAM, as outlined in Note 1 to our Consolidated Financial Statements.




On
      December 11, 2003, Assuretec filed with the Securities and Exchange Commission
      (“SEC”) a Registration Statement on Form 10-SB to become a publicly reporting
      company. The SEC has responded to that filing with certain legal and accounting
      comments to which Assuretec has not yet responded. Pursuant to SEC regulations,
      upon the filing of the registration statement, Assuretec was required to begin
      filings regular reports with the SEC within 60 days of the initial filing.




At
      June
      30, 2004 and 2003, our ownership interest in Assuretec was 26.5% and 34.2%,
      respectively. Assuretec’s business consists of the business of its wholly owned
      subsidiary, Systems, which is a development stage company that has proprietary
      technologies in authenticating documents used for identification and to prevent
      fraud and terrorism. It has incurred research and development and general and
      administrative expenses, but has limited revenues at this time. The management
      of Assuretec is currently seeking to raise capital sufficient to fund its operations
      during its development stage; it has not yet commenced its principal operations,
      has limited working capital; and no current sources of revenue, as outlined
      in
      Note 1 to our Consolidated Financial Statements. As
      discussed elsewhere in this Annual Report (see Item 5(b) above), the Company
      intends to distribute the shares it owns in Assuretec Holdings, Inc. to the
      shareholders of the Company who owned shares on October 4, 2002.




**Fiscal
      2004 Compared to Fiscal 2003**




As
      further discussed in Note 1 to our Consolidated Financial Statements, during
      the
      two years ended June 30, 2004 and 2003: (i) we consolidated BTI’s operations
      through December 31, 2000, and accounted for it on an equity basis thereafter;
      (ii) we consolidated Assuretec’s operations from the date of its acquisition,
      November 9, 2001, through March 31, 2002 (the date of the change of our
      ownership in Assuretec from a majority interest to a minority interest), and
      accounted for it on an equity basis thereafter; and (iii) we consolidated
      Element 21 Golf Company’s operations from September 19, 2002 through June 30,
      2003 and accounted for it on an equity basis thereafter.




17


During
      fiscal 2004, we had no revenues and no gross profits. General and administrative
      expenses for the year were $2,226,294 primarily comprised of consulting, legal
      and accounting expenses necessary to maintain the Company’s reporting
      requirements to be a publicly traded entity. Net loss for fiscal year ended
      June
      30, 2004 was $2,229,011 as compared with a net loss of $1,096,720 for year
      ended
      June 30, 2003. The increase in the net loss between 2004 and 2003 was attributed
      to an increase in consulting and other professional fees.





Consulting
      and professional fees totaled $2,176,215 for the year ended June 30, 2004
      compared to $695,251 for the year ended June 30, 2003, resulting in an increase
      of $1,480,964. During fiscal 2004, the Company issued 20,460,010 of its common
      shares in payment of $1,841,400 of such fees. These payments were made to
      outside consultants for services provided to the Company.







During
      fiscal 2003, we had no revenues and no gross profits. General and administrative
      expenses for the year were $1,010,189, primarily arising from consulting, legal
      and accounting expenses related to the acquisition of Element 21. Research
      and
      development expenses of $2,445 were incurred in connection with the purchase
      of
      the Element 21 technology. The loss from investments of $294,103 resulted from
      the equity basis treatment of the investments in certain
      of our subsidiaries .
      Other
      income of $210,017 occurred as a result of the Element 21 Acquisition and
      covered related consulting, legal and operating expenses associated with the
      Element 21 Acquisition under the terms of the Acquisition agreement. Net loss
      for fiscal year ended June 30, 2003 was $1,096,720.




**Liquidity
      and Capital Resources**




From
      the
      Company’s inception through October 2002 the Company’s primary source of funds
      has been the proceeds from private offerings of its common stock and advances
      from affiliates of Dr. Reeves, other consultants, related parties and loans
      from
      stockholders. The
      Company’s need to obtain capital from outside investors is
      expected to continue until it are able to achieve profitable operations, if
      ever. There is no assurance that management will be successful in fulfilling
      all
      or any elements of its plans. 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. As noted in the Company
      auditor’s report for each of our fiscal years ended 2003 and 2004, there is
      substantial doubt about our Company’s ability to continue as a going concern. At
      the
      present time, the Company is attempting to obtain additional financing by
      speaking with potential investors, but there are currently no commitments from
      any source. The Company currently has virtually no cash available and is relying
      on small advances from its CEO and a few other stockholders, although there
      is
      no assurance or commitment of any additional funds from these or any other
      sources. Therefore, additional funding is immediately necessary. If we do not
      receive additional funding in time to maintain operations, then it is possible
      that our business may not be able to continue. ****




New
      Accounting Pronouncements




In
      January 2003, the FASB issued FASB interpretation No. 46, “Consolidation of
      Variable Interest Entities”, (“FIN 46”) which clarifies the application of
      Accounting Research Bulletin No. 51, “Consolidated Financial Statements,”
      relating to consolidation of certain entities. FIN 46 requires identification
      of
      the Company’s participation in variable interest entities (“VIE’s”), which are
      defined as entities with a level of invested equity that is not sufficient
      to
      fund future activities to permit it to operate on a standalone basis. For
      entities identified as a VIE, FIN 46 sets forth a model to evaluate potential
      to
      its expected losses or stands to gain from a majority of its expected returns.
      The interpretation is effective after January 31, 2003 for any VIE created
      after
      that date and is effective July 1, 2003 for VIE’s created before February 1,
      2003. The adoption of FIN 46 did not have a material impact on the Company’s
      results of operations or financial position.





18




In
      April
      2003, the FASB issued SFAS No 149, “Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities”. SFAS No. 149 amends and clarifies financial
      accounting and reporting for derivative instruments, including certain
      derivative instruments embedded in other contracts and for hedging activities
      under SFAS No. 133, “Accounting for Derivative instruments and Hedging
      Activities.” SFAS No. 149 is effective for contracts entered into or modified
      after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact
      on the Company’s results of operations or financial position.





In
      May
      2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150
      establishes standards for how an issuer classifies and measures certain
      financial instruments with characteristics of both liabilities and equity.
      It is
      effective for financial instruments entered into or modified after May 31,
      2003, and otherwise is effective at the beginning of the first interim period
      beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a
      material impact on the Company’s results of operations or financial
      position.





In
      December 2003, the SEC issued Staff Accounting Bulletin (“SAB”) No. 104,
“Revenue Recognition”, which supercedes SAB No. 101, “Revenue Recognition in
      Financial Statements”. SAB No. 104 rescinds accounting guidance in SAB No. 101
      related to multiple element arrangements, which was previously superceded by
      EITF 00-21. The adoption of SAB No. 104 did not have a material impact on the
      Company’s results of operations or financial position.




**Critical
      Accounting Policies and Estimates**




The
      use
      of the following accounting policies, each of which are further discussed in
      Note 1 of our Consolidated Financial Statements, had a significant effect on
      our
      Company’s Consolidated Financial Statements.




Our Company’s investment in Element 21 was accounted for
                on the consolidated basis from September 19, 2002 through June 30,
                2004.
                Pursuant to FASB’s issued SFAS No. 144, “Accounting for the Impairment or
                Disposal of Long-Lived Assets”, the investment was impaired utilizing the
                equity method of accounting and is deemed to have no
                value.
 
 Our
                  Company’s investment in Assuretec was accounted for on the consolidated
                  basis through March 31, 2002, and on the equity method of accounting
                  thereafter.




Our
                Company’s Consolidated Financial Statements have been prepared on the
                basis we will continue as a going
                concern.




The
      following estimates used in the preparation of our Company’s Consolidated
      Financial Statements had a significant effect on those statements.




Our
                Company has established a reserve against our deferred tax asset
                reducing
                the carrying value to $0 at June 30, 2004 and
                2003.




19





**ITEM
      7.**  **FINANCIAL
      STATEMENTS**




The
      Consolidated Financial Statements and schedules that constitute Item 7 are
      attached at the end of Annual Report on Form 10-KSB.




**ITEM
      8.**   **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




None





**Item
      8A**  **CONTROLS
      AND PROCEDURES**





We
      maintain "disclosure controls and procedures" (as defined in the Securities
      Exchange Act of 1934 Rules 13a-15(e) and 15(d)-15(e)) designed to ensure that
      information required to be disclosed in reports filed under the Securities
      Exchange Act of 1934, as amended, is recorded, processed, summarized and
      reported within the specified time periods. Our chief executive officer and
      chief financial officer, with the participation of our management, have
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures as of June 30, 2004. Based upon that evaluation, the
      chief executive officer and chief financial officer concluded that our
      disclosure controls and procedures are effective in timely alerting them to
      material information required to be included in our periodic filings with the
      Securities and Exchange Commission.





During
      the first quarter of fiscal year 2005, there have been no changes in our
      internal control over financial reporting that have materially affected or
      are
      reasonably likely to materially affect our internal control over financial
      reporting.




**ITEM
      8B**  **OTHER
      INFORMATION**





None.




**PART
      III**




**ITEM
      9.**   **DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a)
      OF THE EXCHANGE** **ACT**




**Identification
      of Directors and Executive Officers**




The
      following table sets forth the names and the nature of all positions and offices
      held by all directors and executive officers of our Company for the fiscal
      year
      ended June 30, 2004, and the period or periods during which each such director
      or executive
      officer has served in his or her respective positions.




**Name**
            **Age**
            
            **Position
                with the Company**
            **Date
                of Election or Designation**Nataliya
                Hearn, Ph.D.
            37
            
            President,
                CEO and Director
            October
                4, 2002Jim
                Morin
            55
            
            Secretary,
                Treasurer, CFO and Director
            October
                4, 2002Gerald
                Enloe
            56
            
            Director
            October
                4, 2002








20


**Term
      of Office**




The
      term
      of office of the current Directors shall continue until the annual meeting
      of
      our stockholders, which is scheduled in accordance with the direction of the
      Board of Directors. The annual meeting of our Board of Directors immediately
      follows the annual meeting of our stockholders, at which officers for the coming
      year are elected.




**Business
      Experience**




**Nataliya
      Hearn, Ph.D., P. Eng** .,
      is a
      Canadian citizen with a Ph.D. in Civil Engineering from Cambridge University
      and
      is a registered professional engineer. Dr. Hearn serves as President and CEO
      of
      the Company. Since 1999, Dr. Hearn has been an Associate Professor at the
      University of Windsor and since 1994 has been an Adjunct Professor at the
      University of Toronto. Dr. Hearn is currently a Director of Magnesium Alloy
      Corporation, Director of New Product Development and Marketing at Link-Pipe
      Inc., and Director of R&D at Materials Service Life LLC. Dr. Hearn has
      considerable experience in technology transfer, evaluation, and
      government/industry grants. Dr. Hearn’s managing experience involves:




· evaluation,
      exploration and organization of Ukrainian gold deposits, by the Canadian
      geologists together with the Ukrzoloto and Ashurst teams;


· management
      of teams for testing and evaluation of damaged concrete in construction defects
      litigation in the USA; and


· management
      of concept development, implementation, financing and marketing of new products
      in trenchless technology repair business.




**Jim
      Morin** of
      Mission Viejo, California, serves as Executive Vice President of Product
      Development, Treasurer and Secretary of our Company. He has been associated
      with
      the golf industry for the past 21 years. Mr. Morin is an owner of, and since
      1989 has been an officer of, Hyper Industries, a golf development and marketing
      company. In his capacity with Hyper Industries, Mr. Morin has worked with Tommy
      Armour, Cleveland, Echelon, Calloway, Cobra, McHenry Metals Golf, Taylor Made,
      Lynx and other golf companies. Mr. Morin has extensive experience in high
      performance golf alloys, design, testing and production of clubs and shafts
      that
      will be of particular value to us in our planned operations.




**Gerald
      Enloe** of
      Houston, Texas, serves as a Director and our Chairman of our Board. Mr. Enloe
      has served as President and CEO of Houston Industrial Materials, Inc. since
      1991.




**Family
      Relationships**





There
      are
      no family relationship among the Directors and executive officers named
      above.





**Involvement
      in Certain Legal Proceedings**




To
      the
      knowledge of management and during the past ten years, no present director,
      person nominated to become a director, executive officer, promoter or control
      person of the Company:




(1)
            Was
                a general partner or executive officer of any business by or against
                which
                any bankruptcy petition was filed, whether at the time of such filing
                or
                two years prior thereto;




21


(2)
            Was
                convicted in a criminal proceeding or named the subject of a pending
                criminal proceeding (excluding traffic violations and other minor
                offenses);




(3)
            Was
                the subject of any order, judgment or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining him from or otherwise limiting his or her
                involvement in any type of business, securities or banking activities;





(4)
            Was
                found by a court of competent jurisdiction in a civil action, the
                Securities and Exchange Commission or the Commodity Futures Trading
                Commission to have violated any federal or state securities law or
                commodities law, and the judgment has not been subsequently reversed,
                suspended, or vacated.




**Audit
      Committee**




The
      Board
      of Directors serves as the Company’s audit committee. Currently none of the
      Company’s directors qualifies as a “financial expert” pursuant to Item 401 of
      Regulation S-B. The Company’s consultant, R. Bruce Reeves, does qualify as a
      financial expert and is available to the board as needed.





**Compliance
      with Section 16(a) of the Exchange Act**




The
      following reports on Forms 3, 4 or 5 were required to be filed by our directors,
      executive officers, and 10% or greater stockholders under the rules and
      regulations promulgated by the Securities and Exchange Commission under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the
      following dates; and as indicated, were filed later than required by the
      applicable rules and regulations:




**Name**
            **Description
                of**
              **Form
                or**
              **Schedule**
            **Required**
              **Filing
                Date**
            **Filing
                Date**
            **Number
                of**
              **Reportable**
              **Transactions**Nataliya
                Hearn, Ph.D.
            3
            10/14/02
            11/04/02
            n/a5
            08/14/03
            11/25/03
            15
            08/14/04
            *Gerald
                Enloe
            3
            10/14/02
            11/04/02
            n/a5
            08/14/03
            11/25/03
            15
            08/14/04
            *Jim
                Morin
            5
            08/14/03
            11/25/03
            15
            08/14/04
            *





*
            Management
                will use its best efforts to cause any forms listed above which are
                required to be filed and which have not yet been filed to be filed
                within
                10 days from the date of the filing of this Annual
                Report.




**Code
      of Ethics**




The
      Company has not yet adopted a code of ethics for its principal executive
      officer, principal financial officers, principal accounting officer or
      controller due to the small number of executive officers involved with the
      Company and due to the fact that the Company operates through strategic
      consultants with no employees. The Board of Directors will continue to evaluate,
      from time to time, whether a code of ethics should be developed and
      adopted.




22


**ITEM
      10.**  **EXECUTIVE
      COMPENSATION**




**Summary
      Compensation Table**




The
      following table sets forth the aggregate executive compensation paid by our
      Company for services rendered during the periods indicated (each person is
      referred to in this Item 10 as a “Named Executive Officer”).




**SUMMARY
                COMPENSATION TABLE****Long-Term
                Compensation****Annual
                Compensation**
            **Awards**
            **Payouts****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**
            **(i)****Name
                and Principal Position**
            **Years
                of Periods Ended**
            **$**
              **Salary**
            **$**
              **Bonus**
            **Other
                Annual Compensation**
            **Restricted
                Stock Awards $**
            **Option/**
              **SAR’s
                #**
            **LTIP
                Payouts $**
            **All
                Other Compensation**Nataliya
                Hearn, Ph.D., President, CEO and Director (1)
            06/30/04
              
              06/30/03
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0R.
                Bruce Reeves, Ph.D., Past President, CEO and Director
            06/30/04
              
              06/30/03
              
              06/30/02
            0
              
              0
              
              0
            0
              
              0
              
              0
            0
              
              0
              
              0
            (2)0
              
              (3)
                0
              
              (4)
                0
            0
              
              0
              
              0
            0
              
              0
              
              0
            0
              
              0
              
              0Kevin
                T. McGuire, Past Treasurer/ Secretary
            06/30/04
              
              06/30/03
              
              06/30/02
            0
              
              0
              
              0
            0
              
              0
              
              0
            0
              
              0
              
              0
            (2)0
              
              (3)0
              
              (4)0
            0
              
              0
              
              0
            0
              
              0
              
              0
            0
              
              0
              
              0





(1)
            Nataliya
                Hearn serves as the CEO and President of the Company without compensation.
                Ms. Hearn began serving as an executive officer of the Company on
                October
                4, 2002.




(2)
            In
                October 2003, R. Bruce Reeves, Past President, and Kevin T. McGuire,
                past
                Treasurer, were issued 4,193,300 and 332,500 shares of common stock
                for in
                consideration for their services. These services were valued quarterly
                by
                the Board of Directors of the Company and awarded at the average
                market
                value for the periods in which they were earned. The value of these
                services range from $.12 to $.15 per
                share.




(3)
            R.
                Bruce Reeves, Past President, and Kevin T. McGuire, past Treasurer,
                are
                currently engaged as consultants to the Company. In consideration
                for
                their services during fiscal 2003 they were awarded 2,701,500 and
                370,000
                shares respectively. Of these shares, 1,650,000 and 100,000 respectively
                were issued at a value of $.06 per share.




(4)
            Our
                past President, R. Bruce Reeves, and past Treasurer/Secretary, Kevin
                T.
                McGuire, served our Company without salaried compensation. Messrs.
                Reeves
                and McGuire resigned as executive officers on October 4, 2002. As
                part of
                the Assuretec acquisition, they were granted options to purchase
                450,000
                and 50,000 shares, respectively, of our common stock. These options
                were
                granted with an exercise price of $0.07 per share and were exercised
                in
                fiscal year 2002.




23


Except
      as
      indicated above, no cash compensation, deferred compensation or long-term
      incentive plan awards were issued or granted to our Company’s management during
      the years ended June 30, 2004, or 2003, or the period ending on the date of
      this
      Annual Report. Further, except as indicated above, no member of our Company’s
      management has been granted any option or stock appreciation right; accordingly,
      no tables relating to such items have been included within this Item.




**Compensation
      Committee**




The
      Company does not have any employees; and officers serve the Company without
      compensation. When the Company determines that compensation for services will
      commence, a Compensation Committee will be nominated. We expect that when and
      if
      the Committee on Compensation and Management Development (the “Compensation
      Committee”) is established, it will consist of non-employees, and independent
      members of our Board of Directors.




**Compensation
      of Directors**




There
      are
      no standard arrangements pursuant to which our Company’s directors are
      compensated for any services provided as director. No additional amounts are
      payable to our Company’s directors for committee participation or special
      assignments.




**Termination
      of Employment and Change of Control Arrangement**




There
      are
      no compensatory plans or arrangements, including payments to be received from
      our Company, with respect to any person named in the Summary Compensation Table
      set out above which would in any way result in payments to any such person
      because of his or her resignation, retirement or other termination of such
      person’s employment with our Company or our subsidiaries, or any change in
      control of our Company, or a change in the person’s responsibilities following a
      change in control of our Company.




**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




**Security
      Ownership of Certain Beneficial Owners**




The
      following table sets forth the beneficial owners of more than 5% of the
      Company’s outstanding voting common stock as of December 20, 2004:




24


**At
                December 20, 2004****Name
                and Address of**
              **Beneficial
                Owner**
            **Number
                of Shares**
              **Beneficially
                Owned (1)**
            **Percent
                of Common Stock**
              **Outstanding****Officers
                & Directors**Gerald
                Enloe, Director and
              Chairman
              PO
                Box 14391
              Humble
                TX 77347
            2,950,460
            3.6%Nataliya
                Hearn, Ph.D.,
              President,
                CEO and Director
              3173
                Sandwich Street, 37
              Windsor,
                Ontario H3A P7S
              Canada
            4,900,000
            5.9%Jim
                Morin, Vice President,
              Secretary/Treasurer
                and Director
              27672
                Pasatiempo Drive
              Mission
                Viejo, CA 92692
            -0-
            0%All
                Officers, Directors as a
              Group
                (3 Persons)
            7,850,460(1)
            9.5%Beneficial
                owners of 5%
              or
                more of common stock
            0
            0**Total
                owned by Directors,**
              **Executive
                Officers and 5%**
              **or
                greater shareholders:**
            7,850,460
            9.5%


(1)
            Except
                as indicated in the footnotes below, each person has sole voting
                and
                dispositive power over the shares indicated. Percentages are based
                upon
                82,653,302 shares issued and outstanding and no options are exercisable
                for the above named persons, as of the date hereof**.**




**Changes
      in Control**




As
      described in Part 1, Item 1(a) above, effective October 4, 2002, the Company
      issued 42,472,420 shares of restricted common stock and options to acquire
      6,432,000 shares of the Company’s common stock for 100% of the outstanding
      common stock of Element 21 Technologies, Inc.




Prior
      to
      the Closing of the Acquisition, excluding shares underlying options, none of
      which were exercisable, Dr. R. Bruce Reeves, our then President and CEO,
      including the shares owned by Sandra J. Reeves, his wife, beneficially owned
      2,688,312 shares or 49.5% of our outstanding voting securities. Immediately
      following the Acquisition, and also excluding shares underlying outstanding
      options, none of which are deemed to be owned by our “affiliates,” Dr. Reeves
      controlled 9.4% of our outstanding voting securities at October 4, 2002.
      Currently, he currently owns less than 5% of our outstanding voting securities.
      Dr. Reeves was the founding director of Element 21, and was instrumental in
      its
      acquisition of the Element 21 golf technology. For these services, he was issued
      2,100,000 shares of restricted common stock of Element 21, and was granted
      options to acquire an additional 900,000 shares of common stock for aggregate
      consideration of $900, payable in cash or services. All of these Element 21
      shares and options were exchanged for like shares and options of the Company
      pursuant to the Element 21 Acquisition. None of the options of Dr. Reeves could
      be exercised for a period of 120 days from the date of the Acquisition. Dr.
      Reeves abstained from any voting on the Element 21 Acquisition. Dr. Reeves
      is
      currently a consultant to our Company.




Also
      prior to our closing of the Acquisition, Richard F. Schubert, our Chairman,
      Richard Whitney, one of our directors, R. Bruce Reeves, our President and Kevin
      T. McGuire, our Secretary/Treasurer, respectively owned 144,422 shares, or
      approximately 2.6%; 131,564 shares or approximately 2.4%; 2,688,312 shares
      or
      approximately 49.5%; and 122,886 shares or approximately 2.3% of the Company’s
      issued and outstanding common stock.




25


Management
      and directors of our Company immediately following the Acquisition resigned
      effective October 4, 2002, and designated the members of management and
      directors and executive officers of Element 21 as directors and executive
      officers of our Company who now hold all three seats on our Board of Directors
      and currently comprise all of our officers.




Following
      the Acquisition, Dr. Nataliya Hearn, our new President and a director, owned
      4,950,000 shares or 10.2% of our outstanding voting securities; and Gerald
      Enloe, a director and our Chairman, owned 2,950,460 shares or 6.15% of our
      outstanding voting securities. Jim Morin, our third director and
      Secretary/Treasurer, does not own any of our securities. These securities were
      acquired in exchange for securities of Element 21 under the Acquisition. The
      control of the present members of our management is based upon stock ownership
      and their present respective positions with us, as directors and executive
      officers. No loans of any kind were a part of the consideration for the
      Acquisition, or any of the securities previously issued to the stockholders
      of
      Element 21 that were exchanged under the Acquisition.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Management and Others**




At
      June
      30, 2002 the Company owned 100% of its subsidiary, AssureTec Holdings, Inc.
      or
“Assuretec” and through Assuretec, owned 34.2% of Assuretec Systems, Inc. or
“Systems”. In July 2003 a director of Systems purchased 50 shares of preferred
      stock of Holdings for $50,000. On March 31, 2004 Assuretec effected a one for
      thirty-one share split of its common stock, On March 31, 2004 Assuretec acquired
      the remaining 65.8% of Systems stock by issuing 474,717 shares of Assuretec
      to
      the founders and other shareholders of Systems in a stock for stock exchange.
      In
      May 2004 Assuretec issued 25.2 shares of Holdings convertible preferred A-2
      stock for $67,000. Assuretec also issued 601 shares of convertible preferred
      A-2
      stock to Dr. Reeves and other officers of Systems in exchange for $601,114
      of
      services and/or advances to Systems. The preferred stock is convertible into
      common stock. The preferred stock has a preference on liquidation over the
      common stockholders of Holdings. If the preferred stockholders exercise their
      rights to convert to common stock this liquidation preference shall not apply.
      As of June 30, 2004 the Company owns 26.5% of Assuretecs’ common stock (17.0%
      based upon the conversion of the preferred stock into common stock and 12.1%
      on
      a fully diluted basis inclusive of stock option of 420,452).




Systems
      is a Delaware company that was originally a wholly owned subsidiary of the
      Company and is now a wholly owned subsidiary of Assuretec. Dr. Reeves currently
      serves as President and sole director of Assuretec. Dr. Reeves also serves
      at
      Chairman and CEO of Systems and currently beneficially owns approximately 42.4%
      of Assuretec. Dr. Reeves is under a three-year employment contract with Systems
      providing a salary of $162,000 for the year ending June 2004 which is currently
      being accrued until substantial profitability or capitalization
      occurs.




Except
      as
      disclosed above in the section “Changes of Control”, and as described above in
      this section, there were no material transactions, or series of similar
      transactions, during our last two fiscal years, or any currently proposed
      transactions, or series of similar transactions, to which we or any of our
      subsidiaries was or is to be a party, in which the amount involved exceeded
      $60,000 and in which any director executive officer, any security holder who
      is
      known to us to own of record or beneficially more than 5% of any class of our
      common stock, or any member of the immediate family of any of the foregoing
      persons, or any promoter had a material interest, except as
      follows:




26


**ITEM
      13.**  **EXHIBITS**




**Exhibit
                No.**
            
            **Exhibit
                Description**31
            
            Rule
                13a-14(a)/15a-14(a) Certifications of Chief Executive Officer and
                Chief
                Financial Officer. Filed herewith.32
            
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002. Filed
                herewith.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**





Lazar,
      Levine and Felix, the Company’s principal accountants (“LLF”) billed the Company
      $0 for the year ended June 30, 2004. LLF was hired effective October 27, 2004.
      Prior to that time, Stephen A. Diamond, Chartered Accountant (“Stephen A.
      Diamond”) served as the Company’s principal accountants and billed the Company
      $10,000 for the year ended June 30, 2003 for the audit of the Company’s annual
      financial statements and review of financial statements included in the
      Company’s Forms 10-QSB and services normally provided by Stephen A. Diamond in
      connection with statutory and regulatory filings or engagements for fiscal
      years
      2004 and 2003. These were the only services provided by Mr. Diamond for the
      Company.





**Audit-Related
      Fees**




For
      the
      years ended June 30, 2004 and June 30, 2003, LLF and Stephen A. Diamond did
      not
      provide the Company with any services for assurance and related services
      provided by LLF and Stephen A. Diamond, respectively, that are reasonably
      related to the performance of the audit or review of the Company’s financial
      statements and are not reported above under “—Audit Fees.”




**Tax
      Fees**




For
      the
      years ended June 30, 2004 and June 30, 2003, neither LLF nor Stephen A. Diamond
      billed the Company for professional services for tax compliance, tax advice,
      and
      tax planning.




**All
      Other Fees**




For
      the
      years ended June 30, 2004 and June 30, 2003, neither LLF nor Stephen A. Diamond
      billed the Company for products and services other than those described above.




**Audit
      Committee Pre-Approval Policies**




The
      Board
      of Directors, which is performing the equivalent functions of an audit
      committee, currently does not have any pre-approval policies or procedures
      concerning services performed by Stephen A. Diamond. All the services performed
      by Stephen A. Diamond described above were pre-approved by the Board of
      Directors. Less than 50% of the hours expended on Stephen A. Diamond’s
      engagement to audit the Company’s financial statements for the fiscal years
      ended June 30, 2004 and 2003 were attributed to work performed by persons other
      than Stephen A. Diamond’s full-time, permanent employees.




27




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this Report to be signed on its behalf
      by
      the undersigned, hereunto duly authorized.




**ELEMENT
              21 GOLF COMPANY**Date: November
              7, 2005
            By:
            /s/ Nataliya
              HearnNataliya
              Hearn, Ph.D.President
              and Director





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      Report has been signed below by the following persons on behalf of the
      Registrant and in the capacities and on the dates indicated:




Date:November
              7, 2005
            By:
            /s/Nataliya HearnNataliya Hearn, Ph.D.President and DirectorDate:November
              7, 2005
            By:
            /s/ Gerald EnloeGerald EnloeDirectorDate:November
              7, 2005
            By
            /s/ Jim MorinJim MorinSecretary/Treasurer, CFO and
              Director





28


**ELEMENT
      21 GOLF COMPANY AND SUBSIDIARIES**


**(A
      Development Stage Enterprise)**




**INDEX**





PageIndependent
                Auditors’ Report - Current Auditor
            F-2Independent
                Auditors’ Report - Predecessor Auditor
            F-3Consolidated
                Balance Sheets as of June 30, 2004 and 2003
            F-4Consolidated
                Statements of Operations For The Years Ended June 30, 2004 and 2003
                and
                the Cumulative Period During the Development Stage Period (September
                17,
                2002 to June 30, 2004)
            F-5Consolidated
                Statements of Shareholders’ Deficit For The Years Ended June 30, 2004 and
                2003
            F-6Consolidated
                Statements of Cash Flows For The Years Ended June 30, 2004 2003 and
                the
                Cumulative Period During the Development Stage Period (September
                17, 2002
                to June 30, 2004)
            F-7Notes
                to Consolidated Financial Statements
            F-8






F-1





**INDEPENDENT
      AUDITORS’ REPORT**





To
      the
      Shareholders and Board of Directors


Element
      21 Golf Company


Toronto,
      Canada








We
      have
      audited the accompanying consolidated balance sheet of Element 21 Golf Company
      and subsidiaries, a development stage enterprise, (the “Company”) as of June 30,
      2004, the related consolidated statements of operations, shareholders’ deficit
      and cash flows for the year then ended and the consolidated statements of
      operations and cash flows for the July 1, 2003 to June 30, 2004 period of the
      development stage. These consolidated financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these consolidated financial statements based on our
      audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Oversight Board (United States). Those
      standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, such consolidated financial statements present fairly, in all material
      respects, the consolidated financial position of Element 21 Golf Company and
      subsidiaries as of June 30, 2004 and the results of its operations and cash
      flows for the year then ended and, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 1(f), the
      Company’s recurring losses from operations and its dependency on future
      financing raise substantial doubt about its ability to continue as a going
      concern. Management’s plans concerning these matters are also discussed in Note
      1(f). The consolidated financial statements do not include any adjustments
      that
      might result from the outcome of these uncertainties.








**LAZAR LEVINE & FELIX
              LLP**New York, New YorkDecember 16, 2004







F-2








**INDEPENDENT
      AUDITORS' REPORT - PREDECESSOR AUDITOR**





To:
      The
      Board of Directors and Shareholders


Element
      21 Golf Company (formerlyBRL Holdings, Inc.)





I
      have
      audited the accompanying consolidated balance sheet of Element
      21 Golf Company (formerly BRL Holdings, Inc.) and subsidiaries as of June 30, 2003, the related
      consolidated statements of operations, changes in shareholders' deficit, and
      cash flows for the year ended June 30, 2003 and
      the
      consolidated statements of operations and cash flows for the September 17,
      2002
      to June 30, 2003 period of the development stage .
      These
      consolidated financial statements are the responsibility of the Company's
      management. My responsibility is to express an opinion on these consolidated
      financial statements based on my audit.





I
      conducted my audit in accordance with auditing standards generally accepted
      in
      the United States of America. Those standards require that we plan and perform
      the audit to obtain reasonable assurance about whether the financial statements
      are free of material misstatement. An audit includes examining, on a test basis,
      evidence supporting the amounts and disclosures in the financial statements.
      An
      audit also includes assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. I believe that my audit provides a reasonable basis
      for
      our opinion.





In
      my
      opinion, the consolidated financial statements referred to above, present
      fairly, in all material respects, the consolidated financial position of Element
      21 Golf Company (formerly BRL Holdings, Inc.) as of June 30, 2003 and the results of their
      consolidated operations and their cash flows for the year ended June 30, 2003,
      in conformity with accounting principles generally accepted in the United States
      of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, as of June 30, 2003, the Company has negative
      working capital of $812,059, an accumulated deficit of $9,134,539 and a total
      shareholders' deficit of $809,342 and for the year ended June 30, 2003 incurred
      a net loss of $1,096,720, all of which raise substantial doubt about its ability
      to continue as a going concern. Management's plans in regard to these matters
      are also described in Note 1. The consolidated financial statements do not
      include any adjustments that might result from the outcome of this uncertainty.





Stephen
      A. Diamond


Chartered
      Accountant




Toronto,


Ontario,
      Canada


October
      14, 2003





F-3





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**CONSOLIDATED
      BALANCE SHEETS**


**JUNE
      30, 2004 and 2003**





**2004**
            
            2003**-
                ASSETS -****CURRENT
                ASSETS:**Cash
            
            **$**
            **2,794**
            
            $
            89Receivable
                from shareholders
            
            
            **-**
            
            
            19,500Prepaid
                expenses and other current assets
            
            
            **2,187**
            
            
            -**TOTAL
                CURRENT ASSETS**
            
            
            **4,981**
            
            
            19,589**OTHER
                ASSETS:**Investments
            
            
            -
            
            
            2,717**TOTAL
                ASSETS**
            
            **$**
            **4,981**
            
            $
            22,306**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES**Accounts
                payable
            
            **$**
            **96,745**
            
            $
            252,190Loans
                payable
            
            
            **-**
            
            
            20,687Accrued
                expenses
            
            
            **31,937**
            
            
            558,771**TOTAL
                CURRENT LIABILITIES**
            
            
            **128,682**
            
            
            831,648**LONG-TERM
                LIABILITIES:**Loans
                payable - shareholders
            
            
            **27,818**
            
            
            -Due
                to related parties
            
            
            **513,630**
            
            
            -**541,448**
            
            
            -**COMMITMENTS
                AND CONTINGENCIES**(Note
                4)**SHAREHOLDERS’
                DEFICIT**Preferred
                stock, $.10 par share value, authorized 5,000,000 shares, no shares
                issued
                and outstanding
            
            
            **-**
            
            
            -Common
                stock, $.01 par value; 100,000,000 shares authorized 82,653,312 and
                49,906,220 shares issued and outstanding at June 30, 2004 and 2003,
                respectively
            
            
            **826,533**
            
            
            499,062Additional
                paid-in capital
            
            
            **9,871,868**
            
            
            7,826,135Deficit
                accumulated during the development stage
            
            
            **(3,261,401**
            **)**
            
            (1,032,390
            )Accumulated
                deficit prior to development stage
            
            
            **(8,102,149**
            **)**
            
            (8,102,149
            )**(665,149**
            **)**
            
            (809,342
            )**$**
            **4,981**
            
            $
            22,306





See
      notes to consolidated financial
      statements.





F-4





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED JUNE 30, 2004 AND 2003**


**AND
      THE DEVELOPMENT STAGE PERIOD (SEPTEMBER 17, 2002 TO JUNE 30,
      2004)**





DevelopmentPeriod
                  (SeptemberYear
                  Ended June 30,
              
              
              17,
                  2002 to June 30,**2004**
              
              
              2003
              
              
              Stage 
                  2004)**REVENUES**
              
              **$**
              **-**
              
              $
              -
              
              $
              -**COSTS
                  AND EXPENSES**General
                  and administrative
              
              
              **2,226,294**
              
              
              1,010,189
              
              
              3,083,693Research
                  and development
              
              
              **-**
              
              
              2,445
              
              
              2,445**TOTAL
                  COSTS AND EXPENSES**
              
              
              **2,226,294**
              
              
              1,012,634
              
              
              3,086,138**LOSS
                  FROM OPERATIONS**
              
              
              (2,226,294
              )
              
              (1,012,634
              )
              
              (3,086,138
              )**OTHER
                  INCOME (EXPENSE):**Loss
                  from investments
              
              
              (2,717
              )
              
              (294,103
              )
              
              (385,280
              )Forgiveness
                  of debt
              
              
              **-**
              
              
              210,017
              
              
              210,017(2,717
              )
              
              (84,086
              )
              
              (175,263
              )**LOSS
                  BEFORE PROVISION FOR INCOME TAXES**
              
              
              (2,229,011
              )
              
              (1,096,720
              )
              
              (3,261,401
              )Provision
                  for income taxes
              
              
              **-**
              
              
              -
              
              
              -**NET
                  LOSS**
              
              **$**
              (2,229,011
              )
              $
              (1,096,720
              )
              $
              (3,261,401
              )Basic
                  and diluted weighted average shares
              
              
              **62,531,532**
              
              
              14,899,436
              
              
              27,365,998Basic
                  and diluted loss per share
              
              **$**
              (0.04
              )
              $
              (0.07
              )
              $
              (0.12


See
      notes to consolidated financial
      statements.





F-5





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**CONSOLIDATED
      STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT**


**FOR
      THE YEARS ENDED JUNE 30, 2004 AND 2003**





Shares
            
            Common
                Stock
            
            Additional
                Paid-In Capital
            
            Development
                Stage Accumulated Deficit
            
            Accumulated
                Deficit Prior To Development Stage
            
            Total
                Shareholders’ Equity (Deficit)Balance,
                June 30, 2002
            
            
            5,433,800
            
            $
            54,338
            
            $
            7,956,081
            
            $
            (8,042,722
            )
            $
            -
            
            $
            (32,303
            )Issuance
                of common stock to acquire stock of subsidiary
            
            
            42,472,420
            
            
            424,724
            
            
            (212,362
            )
            
            -
            
            
            -
            
            
            212,362Issuance
                of common stock for services
            
            
            2,000,000
            
            
            20,000
            
            
            (18,800
            )
            
            -
            
            
            -
            
            
            1,200Net
                effect of subsidiary transaction (Note 1)
            
            
            -
            
            
            -
            
            
            101,216
            
            
            -
            
            
            4,903
            
            
            106,119Accumulated
                deficit prior to development stage
            
            
            -
            
            
            -
            
            
            -
            
            
            8,107,052
            
            
            (8,107,052
            )
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,096,720
            )
            
            -
            
            
            (1,096,720
            )**Balance,
                June 30, 2003**
            
            
            **49,906,220**
            
            
            **499,062**
            
            
            **7,826,135**
            
            
            **(1,032,390**
            **)**
            
            **(8,102,149**
            **)**
            
            **(809,342**
            **)****Stock
                issued in lieu of compensation**
            
            
            **2,000,000**
            
            
            **20,000**
            
            
            **38,808**
            
            
            **-**
            
            
            **-**
            
            
            **58,808****Issuance
                of common stock in settlement of liabilities**
            
            
            **102,165**
            
            
            **1,022**
            
            
            **19,412**
            
            
            **-**
            
            
            **-**
            
            
            **20,434****Issuance
                of common stock for services**
            
            
            **30,644,927**
            
            
            **306,449**
            
            
            **1,987,513**
            
            
            **-**
            
            
            **-**
            
            
            **2,293,962****Net
                loss**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **(2,229,011**
            **)**
            
            **-**
            
            
            **(2,229,011**
            **)****Balance,
                June 30, 2004**
            
            
            **82,653,312**
            
            **$**
            **826,533**
            
            **$**
            **9,871,868**
            
            **$**
            **(3,261,401**
            **)**
            **$**
            **(8,102,149**
            **)**
            **$**
            **(665,149**
            **)**








See
      notes to consolidated financial
      statements.





F-6





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED JUNE 30, 2004 AND 2003**


**AND
      THE DEVELOPMENT STAGE PERIOD (SEPTEMBER 17, 2002 TO JUNE 30,
      2004)**








**2004**
            
            2003
            
            Inception
                (September 17, 2002) to June 30, 2004**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(2,229,011**
            **)**
            $
            (1,096,720
            )
            $
            (3,261,401
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activities:Loss
                on investment
            
            
            **2,717**
            
            
            -
            
            
            -Net
                effect of subsidiary transactions
            
            
            **-**
            
            
            106,119
            
            
            192,384Compensatory
                stock
            
            
            **2,373,204**
            
            
            1,200
            
            
            2,374,404Common
                stock issued in acquisition of subsidiary
            
            
            **-**
            
            
            212,362
            
            
            212,362Changes
                in:Prepaid
                expenses and other current assets
            
            
            **(2,187**
            **)**
            
            1,050
            
            
            2,712Receivable
                from shareholders
            
            
            **19,500**
            
            
            (19,500
            )
            
            (113,204
            )Accounts
                payable
            
            
            **(155,445**
            **)**
            
            243,376
            
            
            51,662Accrued
                expenses
            
            
            **(526,834**
            **)**
            
            553,771
            
            
            25,437Net
                cash provided by (used in) operating activities
            
            
            **(518,056**
            **)**
            
            1,658
            
            
            (515,644
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Investment
            
            
            **-**
            
            
            (2,717
            )
            
            (2,717
            )Net
                cash used in investing activities
            
            
            **-**
            
            
            (2,717
            )
            
            (2,717
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Advances
                from related parties
            
            
            **513,630**
            
            
            -
            
            
            513,630Loans
                proceeds from shareholders
            
            
            **7,131**
            
            
            -
            
            
            7,131Net
                cash provided from financing activities
            
            
            **520,761**
            
            
            -
            
            
            520,761**NET
                INCREASE (DECREASE) IN CASH**
            
            
            **2,705**
            
            
            (1,059
            )
            
            2,400**CASH,
                BEGINNING OF YEAR**
            
            
            **89**
            
            
            1,148
            
            
            394**CASH,
                END OF YEAR**
            
            **$**
            **2,794**
            
            $
            89
            
            $
            2,794




**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Interest
                paid
            
            **$**
            **-**
            
            $
            -
            
            $
            -Taxes
                paid
            
            
            **-**
            
            
            -
            
            
            -








See
      notes to consolidated financial
      statements.





F-7





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES:**





***(a)***
            ***Reporting
                Entity:***





In
      September of 2002, BRL Holdings, Inc. (“BRL”) acquired Element 21 Technologies,
      Inc. (“Technologies”) under an Amended and Restated Agreement (the “Agreement”)
      wherein BRL issued 42,472,420 shares of its common stock to shareholders of
      Technologies and assumed Technologies’ obligations under option agreements
      allowing for the purchase of 6,432,000 additional shares of common stock.
      Technologies was a development stage company formed to design, develop and
      market scandium alloy golf clubs. This acquisition was accounted for as a
      reverse acquisition using the purchase method of accounting, as the shareholders
      of Technologies assumed control immediately following the
      acquisition.





Immediately
      following the closing of the Technologies acquisition BRL declared: 1) a 2
      for 1
      split of its common stock effected in the form of a dividend and 2) a dividend
      of 100% of its ownership of TVI (now named AssureTec Holdings, Inc. “AssureTec”
      and Advanced Conductor Technologies, Inc. (“ACT”) which collectively represented
      substantially all of BRL’s assets prior to its acquisition of Technologies (the
“Spin-Off”) and the officers and directors immediately prior to the acquisition
      resigned. The shareholders who received common stock in connection with the
      Technologies acquisition have received the stock dividend, but have waived
      their
      rights to receive distributions associated with the planned Spin-Off. The
      Spin-Off will only occur after compliance with Securities and Exchange
      Commission regulations.





As
      of the
      consummation of these transactions and events, the reporting entity will consist
      of the operations of Technologies and its wholly owned subsidiaries. In October
      2003, BRL Holdings, Inc. changed its name to Element 21 Golf Company and the
      Company’s wholly owned subsidiary, Element 21 Golf Company changed its name to
      Element 21 Technologies, Inc.





***(b)***
            ***O******rganization
                and Basis of
                Presentation:***





The
      Company has investments in several entities all of which are discussed below.
      Prior to the Company’s investment in Element 21 Technologies, Inc.
      (“Technologies”), the Company had no operations and revenues independent of
      these investments. In November 2001, following the Company’s acquisition of 100%
      of AssureTec Systems, Inc. (“AssureTec”), the Company began reporting as a
      development stage enterprise. The Company terminated this reporting basis
      effective April 2002 upon the divestiture of a majority interest in AssureTec.
      Upon the closing of the Element 21 acquisition, the Company resumed reporting
      as
      a development stage enterprise effective September 17, 2002.





In
      May
      2001, the Company declared a reverse split of the then outstanding common stock
      of the Company on a one-for-12.5 basis. This split was reflected retroactively
      in the financial statements.






See
      notes to consolidated financial
      statements.





F-8





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued):**





***(b)***
            ***Organization
                and Basis of Presentation
                (Continued):***





In
      July
      of 2001 the Company formed Advanced Conductor Technologies, Inc (“ACT”) and
      I-JAM Entertainment, Inc. (I-JAM) as wholly owned subsidiaries. These entities
      were formed in anticipation of certain merger and acquisition transactions,
      which were never consummated. These entities currently have no operating
      business and no sources of revenue.





In
      November 2001, the Company issued 6,354,000 shares of its common stock under
      an
      Acquisition Agreement (the “Acquisition”) with AssureTec wherein the Company
      received 100% of AssureTec’s common stock. Effective April 1, 2002 the Company
      repurchased 5,704,000 shares of its common stock issued in connection with
      the
      Acquisition from founding shareholders of AssureTec in exchange for a like
      number of AssureTec common stock held by the Company. As a result of these
      transactions and the issuance of additional shares of AssureTec to employees
      on
      the exercise of stock options, the Company’s ownership fell to 34.2 % of
      AssureTec as of June 30, 2002.





Beginning
      April 1, 2002, the Company adopted the equity method of accounting for its
      investment in AssureTec. The equity method was adopted in recognition of the
      reduction of its ownership interest below 50%. Upon adopting the equity method
      of accounting, the Company recorded an adjustment to additional paid-in-capital,
      in fiscal year 2002, in the amount of $131,807 representing the excess of the
      losses of AssureTec recorded prior to adopting this method over the Company’s
      net unamortized cost of its investments. The Company recorded approximately
      $618,000 in 2003 of losses associated with its investment in AssureTec and
      its
      interest in AssureTec’s operations subsequent to the Company’s acquisition. This
      amount would not have been significantly different had the acquisition of
      AssureTec occurred at the beginning of fiscal 2002. As of June 2004, other
      investors, including shareholders of AssureTec Systems, Inc owned 73.5% of
      AssureTEc and the Company’s 26.5% investment had been written down to zero as a
      result of losses incurred by AssureTec.





In
      June
      2002, the Company formed Tech Ventures, Inc., (“TVI”, now named AssureTec
      Holdings, Inc. “AssureTec”) to which it transferred substantially all of the
      Company’s assets in exchange for the assumption by AssureTec of substantially
      all of the Company’s liabilities and an indemnity in favor of the Company. The
      Company’s financial statements included those of AssureTec on a consolidated
      basis.





In
      October of 2002, the Company declared a 2 for 1 stock split in the form of
      a
      stock dividend. This has been reflected retroactively in the accompanying
      financial statements and accordingly all share and per share amounts have been
      restated.





In
      2003,
      the Company recorded an adjustment in additional paid in capital in the amount
      of $106,119 representing the excess of the losses of ACT, I-Jam, AssureTec
      Holdings and Element 21 Technologies, Inc. prior to adopting the equity method
      of accounting. This adjustment is reflected as “Net effect of subsidiary
      transaction” in the accompanying Statement of Changes in Shareholders
      Deficit.




During
      2003, the Company had received loans from an unrelated entity in order to meet
      its cash obligations. As a results of the Company’s poor cash position, the
      lender forgave the entire balance owed ($210,017) as of June 30, 2003.




See
      notes to consolidated financial
      statements.





F-9





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued):**





***(c)***
            ***Principles
                of Consolidation:***





The
      accompanying consolidated financial statements include the accounts of the
      company and its wholly owned subsidiaries (Element 21 Technologies, Inc. and
      Advanced Conductor Technologies, Inc.). All significant inter-company accounts
      and transactions have been eliminated.





***(d)***
            ***Equity
                Method Accounting:***





The
      Company uses the equity method of accounting for all unconsolidated subsidiaries
      when management determines it has the ability to exercise significant influence
      over the subsidiary. Accordingly, the recognition of net losses is discontinued
      when the net losses exceed the Company’s investment and funding commitment to
      that subsidiary. Net income from an unconsolidated subsidiary will be recognized
      after the subsidiary’s net income exceeds the Company’s investment and funding
      commitment in that subsidiary.





***(e)***
            ***Use
                of Estimates:***





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




***(f)***
            ***Future
                Operations/Going
                Concern:***





These
      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. As discussed earlier, the
      Company is in the development stage, has no business operations of its own
      and
      has no sources of revenue. Its investment in its subsidiaries is not expected
      to
      produce a significant amount of cash or revenue .
      Further, as of June 30, 2004, the Company has negative working capital of
      $123,701, an accumulated deficit of $11,363,550 ($3,261,401 realized during
      the
      development stage period from September 17, 2002 to June 30, 2004), a total
      shareholders’ deficit of $665,149 and for the year ended June 30, 2004 incurred
      a net loss of $2,229,011, all of which raise substantial doubt about the
      Company’s ability to continue as a going concern.





Managements’
      plans for the Company include securing a merger or acquisition, raising
      additional capital and other strategies designed to optimize shareholder value.
      Those plans are described below, however, no assurance can be made 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.





From
      the
      Company’s inception through October 2002 the Company’s primary source of funds
      has been the proceeds from private offerings of its common stock and advances
      from affiliates of Dr. Reeves, other consultants, related parties and loans
      from
      stockholders. The
      Company’s need to obtain capital from outside investors is
      expected to continue until it  is able to achieve profitable operations,
      if
      ever. There is no assurance that management will be successful in fulfilling
      all
      or any elements of its plans. 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. As noted in the Company
      auditor’s report for each of our fiscal years ended 2003 and 2004, there is
      substantial doubt about our Company’s ability to continue as a going concern. At
      the
      present time, the Company is attempting to obtain additional financing by
      speaking with potential investors, but there are currently no commitments from
      any source. The Company currently has virtually no cash available and is relying
      on small advances from its CEO and a few other stockholders, although there
      is
      no assurance or commitment of any additional funds from these or any other
      sources. Therefore, additional funding is immediately necessary. If we do not
      receive additional funding in time to maintain operations, then it is possible
      that our business may not be able to continue. ****







See
      notes to consolidated financial
      statements.





F-10





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued):**





***(g)***
            ***Stock-Based
                Compensation:***





Statement
      of Financial Accounting Standards No. 123, " *Accounting
      for Stock-Based Compensation* "
      (SFAS
      No. 123) establishes a fair value method of accounting for stock-based
      compensation plans and for transactions in which an entity acquires goods or
      services from non-employees in exchange for equity instruments. SFAS 123 also
      encourages, but does not require companies to record compensation cost for
      stock-based employee compensation. The Company has chosen to continue to account
      for stock-based compensation utilizing the intrinsic value method prescribed
      in
      Accounting Principles Board Opinion No. 25, *"Accounting
      for Stock Issued to Employees"* .
      Accordingly, compensation cost for stock options is measured as the excess,
      if
      any, of the fair market price of the Company's stock at the date of grant over
      the amount an employee must pay to acquire the stock.





Equity
      instruments issued to non-employees are accounted for in accordance with the
      provisions of SFAS No. 123, and Emerging Issues Task Force (“EITF”) Abstract No.
      96-18, “Accounting for Equity Instruments That Are Issued to Other Than
      Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services”.





The
      Company does not maintain a formal incentive compensation plan covering its
      employees, directors and independent contractors. Options to purchase the
      Company’s common stock vest at varying intervals, but in general, typically vest
      over two to four year periods. An option’s maximum term is ten years. See Note 3
      for additional information regarding the Company’s stock options.





The
      following table provides an expanded reconciliation for all periods presented
      that adds back to reported net loss the recorded expense under APB No. 25,
      deduct the total fair value expense under SFAS No. 123 and shows the reported
      and pro forma earnings per share amounts:





Year
                Ended June 30,**2004**
            
            2003Net
                loss, as reported
            
            **$**
            **(2,229,011**
            **)**
            $
            (1,096,720
            )Add
                back: stock-based compensation costs included in the determination
                of net
                loss, as reported
            
            
            **58,808**
            
            
            -Less:
                Stock-based compensation had all options been recorded at fair at
                fair
                value
            
            
            -
            
            
            -Adjusted
                net loss
            
            **$**
            **(2,170,203**
            **)**
            $
            (1,096,720
            )Weighted
                average shares outstanding, basic and diluted
            
            
            **62,531,532**
            
            
            **14,899,436**Net
                loss per share, basic and diluted, as reported
            
            **$**
            **(0.04**
            **)**
            $
            (0.07
            )Adjusted
                net loss per share, basic and diluted
            
            **$**
            **(0.04**
            **)**
            $
            (0.07
            )





Basic
      and
      diluted losses per share of common stock are the same for 2004 and 2003 since
      there are no potentially dilutive stock options at June 30, 2004 or June 30,
      2003.





See
      notes to consolidated financial
      statements.





F-11





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued):**





***(h)***
            ***Fair
                Value of Financial
                Instruments:***





The
      Company’s financial instruments consist of cash, short-term receivables and
      payables. The carrying value of all instruments approximates their fair
      value.




***(i)***
            ***Revenue
                recognition:***





The
      Company will recognize revenue in accordance with the Securities and Exchange
      Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).
      Under SAB 104, revenue is recognized when there is persuasive evidence of an
      arrangement, delivery has occurred or services have been rendered, the sales
      price is determinable, and collectibility is reasonably assured. Revenues
      from product sales will be recognized when title passes to customers, which
      is
      when goods are shipped.





***(j)***
            ***Net
                Loss Per Common
                Stock:***





Basic
      net
      loss per common share is computed by dividing net loss applicable to common
      shareholders by the weighted average number of common shares outstanding during
      the period. Diluted net loss per common share reflects, in addition to the
      weighted average number of common shares, the potential dilution if common
      stock
      options were exercised into common stock, unless the effects of such exercises
      would have been antidilutive.





***(k)***
            ***Income
                Taxes:***





Deferred
      income taxes are recognized for the tax consequences in future years for
      differences between the tax bases of assets and liabilities and their financial
      reporting amounts at each year-end based on enacted tax laws and statutory
      tax
      rates applicable to the periods in which the differences are expected to affect
      taxable income. Valuation allowances are established when necessary to reduce
      deferred tax assets to the amount expected to be realized. Income tax expense
      is
      the tax payable for the period and the change during the period of deferred
      tax
      assets and liabilities.





***(l)***
            ***New
                Accounting
                Pronouncements:***





In
      January 2003, the FASB issued FASB interpretation No. 46, “Consolidation of
      Variable Interest Entities”, (“FIN 46”) which clarifies the application of
      Accounting Research Bulletin No. 51, “Consolidated Financial Statements,”
      relating to consolidation of certain entities. FIN 46 requires identification
      of
      the Company’s participation in variable interest entities (“VIE’s”), which are
      defined as entities with a level of invested equity that is not sufficient
      to
      fund future activities to permit it to operate on a standalone basis. For
      entities identified as a VIE, FIN 46 sets forth a model to evaluate potential
      to
      its expected losses or stands to gain from a majority of its expected returns.
      The interpretation is effective after January 31, 2003 for any VIE created
      after
      that date and is effective July 1, 2003 for VIE’s created before February 1,
      2003. The adoption of FIN 46 did not have a material impact on the Company’s
      results of operations or financial position.




See
      notes to consolidated financial
      statements.





F-12





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              1 -**
            **ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued):**





***(l)***
            ***New
                Accounting Pronouncements
                (Continued):***





In
      April
      2003, the FASB issued SFAS No 149, “Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities”. SFAS No. 149 amends and clarifies financial
      accounting and reporting for derivative instruments, including certain
      derivative instruments embedded in other contracts and for hedging activities
      under SFAS No. 133, “Accounting for Derivative instruments and Hedging
      Activities.” SFAS No. 149 is effective for contracts entered into or modified
      after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact
      on the Company’s results of operations or financial position.





In
      May
      2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150
      establishes standards for how an issuer classifies and measures certain
      financial instruments with characteristics of both liabilities and equity.
      It is
      effective for financial instruments entered into or modified after May 31,
      2003, and otherwise is effective at the beginning of the first interim period
      beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a
      material impact on the Company’s results of operations or financial
      position.





In
      December 2003, the SEC issued Staff Accounting Bulletin (“SAB”) No. 104,
“Revenue Recognition”, which supercedes SAB No. 101, “Revenue Recognition in
      Financial Statements”. SAB No. 104 rescinds accounting guidance in SAB No. 101
      related to multiple element arrangements, which was previously superceded by
      EITF 00-21. The adoption of SAB No. 104 did not have a material impact on the
      Company’s results of operations or financial position.




**NOTE
              2 -**
            **RELATED
                PARTY TRANSACTIONS:**





Since
      April of 1996, the Company has engaged R T Robertson Consultants, Inc.
      (“Robertson”) and Robertson Advisors, LLC (‘Advisors”), consulting firms
      controlled by family members of Dr. R. Bruce Reeves, to perform the executive
      duties of the Company without specific compensation. Mr. Reeves was a member
      of
      the Board of Directors, President, and Chief Executive Officer of the Company
      until October 4, 2002. In this capacity and as an employee of the consulting
      firm, Dr. Reeves manages ongoing business activities of the Company. During
      the
      fiscal year ended June 30, 2004, Robertson and/or Advisors charged $75,000
      in
      administrative management oversight plus $3,044 in billable expenses to the
      Company and its subsidiaries. During the fiscal year ended June 30, 2003,
      Robertson charged $135,000 in administrative management oversight plus $9,449
      in
      billable expenses to the Company and its subsidiaries. At June 30, 2004 $117,468
      was owed to Robertson and $15,025 was owed to Advisors.





Dr.
      Reeves, his affiliates and the Officers and Directors of the Company owned
      approximately 85% of Element 21 Golf Company and approximately 48.5% of
      AssureTec Holdings (see Note 1) immediately prior to their acquisition by the
      Company. At June 30, 2004, Dr, Reeves, his affiliates and Officers and Directors
      of the Company owned approximately 9.5% of the Company’s outstanding common
      stock and 59.5% of Holdings.





See
      notes to consolidated financial
      statements.





F-13





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              3 -**
            **EQUITY:**




As
      of
      June 30, 2002 there were two stock option plans in effect; the 1992 Directors'
      Stock Option Plan (Directors' Plan) and the 1992 Stock Option Plan (Option
      Plan). The Directors' Plan allows for the grant of options to purchase up to
      250,000 shares of the Company’s common stock at an exercise price no less than
      the stock market price at the date of grant. Options granted under this Plan
      vest immediately and expire 10 years from the date of grant.





The
      Option Plan allows for the grant of options to employees to purchase up to
      10%
      of the issued and outstanding shares of the Company, not to exceed 1,000,000
      shares, at an exercise price equal to the stock’s market price at the date of
      grant. The Board sets vesting and expiration dates.





During
      fiscal 2002, the Company’s then President and a consultant who serves as the
      Company’s Treasurer were granted options to purchase up to 450,000 and 50,000
      shares of common stock, respectively at an exercise price of $.07. In March
      2002
      these options were exercised.





A
      summary
      of the Company’s stock option plans as of June 30, 2004 and 2003 and changes
      during the year are presented below:





Options
                Granted toDirector
                Plan
            
            Option
                Plan
            
            Service
                ProvidersNumber
                of Options
            
            Weighted
                Average Exercise Price
            
            Number
                of Options
            
            Weighted
                Average Exercise Price
            
            Number
                of Options
            
            Weighted
                Average Exercise PriceOptions
                outstanding June 30, 2002
            
            
            65,200
            
            
            5.90
            
            
            -
            
            
            -
            
            
            125,600
            
            
            4.32Options
                expired June 30, 2003
            
            
            (8,000
            )
            
            
            
            
            
            
            
            
            
            
            (94,800
            )
            
            4.32Options
                outstanding June 30, 2003
            
            
            57,200
            
            
            5.90
            
            
            -
            
            
            
            
            
            30,800
            
            
            4.32Option
                expired June 30, 2004
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (30,800
            )Options
                outstanding June 30, 2004
            
            
            57,200
            
            $
            5.90
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -





As
      of
      June 30, 2004, all outstanding options are currently exercisable. The weighted
      average remaining contractual life of options outstanding under the director
      plan and those granted to service providers was 4.3 years and 0.0 years
      respectively at June 30, 2004 and 2003. The holders of these options also have
      rights to receive options of AssureTec Holdings, after considering AssureTec
      Holdings March 31, 2004 reverse one for 31 split.




F-14


Exercise
      prices of the outstanding options are as follows:







**Exercise
                Prices**
            
            **Number
                of****Options**$37.50
            
            
            1,200$9.96
            
            
            1,600$1.06
            
            
            6,400$0.44
            
            
            **1,600**$0.32
            
            
            **3,200**$0.63
            
            
            3,200$0.17
            
            
            **40,000****57,200**







See
      notes to consolidated financial
      statements.




F-15





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              3 -**
            **EQUITY
                (Continued):**





The
      weighted average fair value of the options granted during the years ended June
      30, 2004 and 2003 is presented below:




**2004**
            2003Director
                Plan
            **N/A**
            $0.17Option
                Plan
            **N/A**
            $0.06Options
                granted to service providers
            **N/A**
            N/A





During
      fiscal 2003, the Company, under the terms of the Agreement (see Note 1), became
      obligated to issue 6,432,000 shares of common stock, at no value, upon the
      exercise of a like number of options. Also during 2003, the Company authorized
      the issuance of 5,963,167 shares of common stock for services rendered by
      consultants to the Company during 2003 at prices ranging from $.06 to $.10
      per
      share. Consulting expenses, pursuant to these shares, in the aggregate of
      $486,396 were charged to operations in 2003. In June 2003, 2,000,000 of these
      shares were issued at an average exercise price of .0006 per share.





During
      fiscal 2004, the Company issued 32,747,092 shares of common stock for consulting
      and legal services and in settlement of liabilities. The value recorded was
      based on the market price at the time of issuance and aggregated
      $2,373,204.








**NOTE
              4 -**
            **INCOME
                TAXES:**





The
      Company has not filed federal or state tax returns for any of the tax years
      subsequent to December 31, 1993. Management intends to cure this deficiency
      as
      soon as possible and expects there will be no federal tax liability for these
      delinquent years. The net current and long-term deferred taxes consisted of
      the
      following components as of June 30:




**2004
      Tax Effect**




Asset
            
            LiabilityItem
            
            Total
            
            Current
            
            Long-Term
            
            Current
            
            Long-TermBook
                to tax adjustment
            
            **$**
            **76,889**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **76,889**
            
            **$**
            **-**Net
                operating loss deduction
            
            
            **812,101**
            
            
            -
            
            
            **812,101**
            
            
            -
            
            
            -**888,990**
            
            
            -
            
            
            **812,101**
            
            
            **76,889**
            
            
            **-**Valuation
                allowance
            
            
            (888,990
            )
            
            **-**
            
            
            (812,101
            )
            
            (76,889
            )
            
            **-****$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**





**2003
      Tax Effect**




Asset
            
            LiabilityItem
            
            Total
            
            Current
            
            Long-Term
            
            Current
            
            Long-TermBook
                to tax adjustment
            
            **$**
            100,837
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            100,837
            
            **$**
            **-**Net
                operating loss deduction
            
            
            711,264
            
            
            -
            
            
            711,264
            
            
            -
            
            
            -812,101
            
            
            -
            
            
            711,264
            
            
            100,837
            
            
            **-**Valuation
                allowance
            
            
            (812,101
            )
            
            **-**
            
            
            (711,264
            )
            
            (100,837
            )
            
            **-******
            
            **$**
            -
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**





See
      notes to consolidated financial
      statements.





F-16





**ELEMENT
      21 GOLF COMPANY**


**(A
      Development Stage Enterprise)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**YEARS
      ENDED JUNE 30, 2004 AND 2003**





**NOTE
              4 -**
            **INCOME
                TAXES: (Continued):**





Changes
      in the valuation allowance were as follows:





Balance
                June 30, 2002
            
            $
            546,008Net
                increase
            
            
            266,093Balance
                June 30, 2003
            
            
            812,101Net
                increase
            
            
            76,889Balance
                June 20,2004
            
            $
            888,990





A
      valuation allowance equivalent to 100% of the deferred tax asset has been
      established since it is more probable than not that the Company will not be
      able
      to recognize a tax benefit for the asset. The net operating losses expire at
      various dates through 2024.




**NOTE
              5 -**
            **COMMITMENTS:**





The
      Company has had no leased premises since 1997. Through June 30, 2002 the Company
      was provided office space by R T Robertson Consultants, a related party, without
      charge. Effective July 1, 2002, the Company began utilizing space provided
      by
      related parties. Such related parties charge the Company an aggregate monthly
      fee of $2,975, for space and other administrative services.


**NOTE 6
                -**
              **SUBSEQUENT
                  EVENTS:**


The
      Company intends to distribute a dividend, in the form of shares of Holdings
      and
      ACT, to its shareholders. Such dividend will be made to shareholders of record
      as of October 4, 2004 (other than the previous Element 21 shareholders in
      accordance with their consent).








See
      notes to consolidated financial
      statements.





F-17