8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8- K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 12, 2009

ELEMENT 21 GOLF COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	0-15260	88-0218411
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Queens Quay East, Unit #1, Toronto, Ontario, Canada M5A 4K9	N/A
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (416) 362-2121

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

This amended report on Form 8-K/A is filed to correct errors in the biographical information for Mr. Clark.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 12, 2009, David Khazak informed Element 21 Golf Company, a Delaware corporation (the “Company”), of his resignation as the Company’s CFO effective October 9, 2009, and Mr. Philip R. Clark was appointed as the Company’s new CFO.  The resignation of Mr. Khazak was not due to any disagreement with the Company.  A copy of this current report was furnished to Mr. Khazak prior to its filing.

From 2005 to 2008, Mr. Clark was a senior manager and partner of Danziger Hochman Partners LLP. In 2008 and 2009 Mr. Clark worked as a consultant for MSCM LLP, the Company’s registered independent public accounting firm, but was not involved in the preparation of the Company’s most recent audited financial statements.  From 1992 to 2005, Mr. Clark was a manager, then Partner, and then Managing Partner of Mackay Landau, Chartered Accountants.  Mr. Clark is a Certified Public Accountant and received a Bachelor of Commerce degree (Honours) from McMaster University in 1986.

The Company issued a press release on October 14, 2009 regarding the resignation of Mr. Khazak and the appointment of Mr. Clark, a copy of which is attached hereto as an exhibit.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

5.1  Letter of resignation from David Khazak to the Company dated October 9, 2009.

99.1  Press release issued October 14, 2009.

SIGNATURES

Pursuant to the requirements 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: October 21, 2009	By:	/s/ Nataliya Hearn
		Dr. Nataliya Hearn
		President

EX-5.1

Exhibit 5.1

David Khazak CA

7368 Yonge Street

Suite 210

Thornhill ON L4J 8H9

Canada

Tel: 905-771-5212

Fax: 905-771-6291

www.khazak.com

david@khazak.com

D A V I D K H A Z A K BBA, C.A.

CHARTERED ACCOUNTANT

October 9, 2009

Nataliya Hearn, CEO of Element 21 Golf Company

ELEMENT 21 GOLF COMPANY

200 Queens Quay East, Unit #1

Toronto, Ontario

M5A 4K9

Dear Ms. Hearn:

It is both with regret and anticipation that I submit this letter of resignation as an officer and CFO, effective October 9, 2009.

I have decided to take time off and spend more time with my ill father.

I trust that you will have friendly and understanding attitude toward the termination of my short and pleasant association with E21. I leave with highest regard for you the Company and it is my intent to assist you in making the transition as smooth as possible.

It has been a genuine pleasure working for Element 21 Golf Company during past nine months. I have enjoyed working with Element 21 s fine staff of professionals, and I will miss association.

Thank you for allowing me to serve Element 21, I wish you, the Board and entire organization the best of luck for continued success.

Respectfully submitted,

/s/David Khazak

David Khazak, BBA, C.A.

EX-99.1

Element 21 Appoints New Chief Financial Officer

 TORONTO--(MARKET WIRE)-- Oct 14, 2009 -- Element 21 Golf Company (OTC BB:ETGF.OB - News) (Frankfurt:BJQ.F - News), the leading manufacturer of advanced Scandium Alloy golf and biofiber fishing equipment, announced today that it has appointed a new Chief Financial Officer – Philip Clark, CA, CPA, CFA.

Philip over the past 20 years has taken a leadership role in business relationships and technical standards. A seasoned financial professional as demonstrated by holding senior positions in public accounting firms including managing partner and serving as audit committee chair and director of a Canadian crown corporation. His experience includes SEC registrants, Canadian public companies, government entities and owner managed businesses. Philip articled with Ernst & Young, Chartered Accountants.

David Khazak resigned as a part-time CFO due to time constraints imposed by his other clients.

About Element 21

Element 21's premier products are golf clubs (www.e21golf.com) and fishing poles made out of Scandium and biofiber materials, which are lighter and stronger than Titanium, Graphite and Steel. Element 21's golf clubs have been used by renowned golf pros, such as the winner of the FedEx Cup in 2008.

Element 21 has developed award winning fishing products (www.e21fishing.com). Element 21's Carrot StixTM represents the latest in cutting-edge technology, using a newly developed proprietary method of integrating nano level cellulose bio-fibers into the rod. The fishing products recently were recognized as the "BEST OF SHOW" in the 2007 and 2008 ICAST shows, the world's largest sports fishing show.

Forward-Looking Statements

Certain statements in this press release may constitute "forward looking statements" that involve risks and uncertainties. These include statements about our expectations, plans, objectives, assumptions or future events. You should not place undue reliance on these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission. We undertake no obligation to publicly release revisions to these forward-looking statements to reflect future events or circumstances or reflect the occurrence of unanticipated events.

Contact:

Acorn Management Partners, LLC

Investor Relations:

John R. Exley, III

866-491-3739

678-368-4002

JRE@acornmanagementpartners.com

http://www.acornmanagementpartners.com

Element 21 Sports Company

1-888-365-2121 ext 106

sales@e21golf.com

http://www.e21Sports.com

Media / Marketing:

Nigel DaCosta

1-416-362-2121 ext. 104

Nigel.Dacosta@e21sports.com