S-8

As filed with the Securities and Exchange Commission on ____________ __, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Element 21 Golf Company

(Exact name of registrant as specified in charter)

Delaware

(State or jurisdiction of incorporation or organization)

88-0218411

 (I.R.S. Employer Identification No.)

200 Queens Quay East, Unit #1,

Toronto, Ontario, Canada, M5A 4K9

416-362-2121

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

2006 Equity Incentive Plan

Consulting Plan

(Full titles of plan)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Barry I. Grossman, Esq.

Sarah Williams, Esq.

Ellenoff Grossman & Schole LLP

150 East 42nd Street, 11th Floor

New York, New York 10017

(212) 370-1300

Fax: (212) 370-7889

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $0.01 per share	4,000,000 shares	$	0.625	$	2,500,000	$	178.25
Total	4,000,000 shares			$	2,500,000	$	178.25

 (1) The aggregate amount of securities registered hereunder is 1,000,000 shares of common stock issuable upon the exercise of options or upon the issuance of restricted stock awards or other awards otherwise granted hereafter pursuant to the 2006 Equity Incentive Plan and 3,000,000 shares of restricted stock or other awards issuable pursuant to the consulting plan for services rendered.  None of the consultants to whom shares would be issued under this plan are an “affiliate” of the Registrant Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this Registration Statement covers such indeterminate additional shares of common stock to be offered or issued to prevent dilution as a result of future stock splits, stock dividends, or other similar transactions.

(2) The offering price has been estimated solely for the purposes of the calculation of the registration fee.  The offering price has been calculated in accordance with the manner described in paragraphs (h) and (c) of Rule 457 in the following manner:

(a)   to the extent the exercise price of the options for which the underlying shares reoffered by this prospectus is known, the offering price is based upon the applicable exercise price; or

(b)   to the extent the exercise price of the options for which the underlying shares reoffered by this prospectus is unknown, the offering price is based upon the average of high and low prices reported by the Nasdaq Capital Market on February 11, 2010, a date within five (5) business days prior to the date of the filing of this registration statement.

Explanatory Note

This registration statement on Form S-8 (this “Registration Statement”) of Element 21 Golf Company (the “Company”) has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) to register up to 1,000,000 shares of our common stock, $0.01 par value per share (the “Common Stock”), to be issued to participants in our 2006 Equity Incentive Plan(the “Plan”) and 3,000,000 shares of Common Stock to be issued under our Consulting Plan in the form substantially similar to the Consulting Agreement, to consultants who are not affiliates of the Company.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

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Item 2.Registrant Information and Employee Plan Annual Information.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any document required to be delivered to employees pursuant to Rule 428(b) of the Securities Act and any documents described in Item 3 of Part II (other than exhibits), which documents are incorporated by reference in the Section 10(a) prospectus.  Requests for such copies should be directed to Element 21 Golf Company, 200 Queens Quay East, Unit #1, Toronto, Ontario, Canada M5A 4K9, telephone number: 416-362-2121, Attention: Nataliya Hearn.

We have filed a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, with respect to the shares of our common stock offered by this prospectus.  This prospectus is part of that registration statement and does not contain all the information included in the registration statement.  For further information with respect to our common stock and us, you should refer to the registration statement, its exhibits and the material incorporated by reference therein.  Portions of the exhibits have been omitted as permitted by the rules and regulations of the Securities and Exchange Commission. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete.  In each instance, we refer you to the copy of the contracts or other documents filed as an exhibit to the registration statement, and these statements are hereby qualified in their entirety by reference to the contract or document.  The registration statement and any materials filed by Element 21 Golf Company with the Securities and Exchange Commission may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and may also be obtained from the web site that the Securities and Exchange Commission maintains at http://www.sec.gov. You may also call the Commission at 1-800-SEC-0330 for more information about the operation of the Public Reference Room.  We file annual, quarterly and current reports and other information with the Securities and Exchange Commission.  You may read and copy any reports, statements or other information on file at the Commission’s public reference room in Washington, D.C.  You can request copies of those documents upon payment of a duplicating fee, by writing to the Securities and Exchange Commission.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

The following documents, heretofore filed by us with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, are hereby incorporated by reference, except as superseded or modified herein:

1.   Our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed on September 28, 2009.

2.   Our Current Reports on Form 8-K, filed on October 14, 2009, October 23, 2009, December 15, 2009, January 20, 2010;

3.   Our Quarterly Reports on Form 10-Q for the quarterly period ended September 30, 2009, filed on November 16, 2009; and for the quarterly period ended December 31, 2009, filed on February 12, 2010.

4.   The description of our common stock contained in our Form S-4 filed on October 31, 1996, and as it may be further amended from time to time, under the caption “Description of Securities”; and

5.   All documents that the Registrant files with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.

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Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement.  We have not authorized anyone else to provide you with different information.  You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

Our certificate of incorporation and bylaws provide that all our directors, officers, employees and agents shall be entitled to be indemnified by us by reason of the fact that he or she or his or her legal representative is or was our director or officer or was serving at our request or for our benefit as a director or officer of another company to the fullest extent permitted under the general corporations law of the state of Delaware  for all expenses, liabilities and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith.  However, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are filed with this Registration statement.

EXHIBIT
5.1	Opinion of Ellenoff Grossman & Schole LLP
23.1	Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
23.2	Consent of MSCM LLP, Registered Public Accounting Firm
23.3	Consent of Lazar, Levine and Felix LLP, Registered Public Accounting Firm
99.1	2006 Equity Incentive Plan*
99.2	Form of Consulting Agreement

* Incorporated by reference to the Company, Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 7, 2006.

Item 9.  Undertakings.

(a)           The Registrant hereby undertakes:

 (1)                  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)            To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)            To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

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(iii)            To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)                  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)                  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)            The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)            Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Toronto, Ontario, Canada on February 16, 2010.

ELEMENT 21 GOLF COMPANY
By:	/s/ Nataliya Hearn
	Name: Nataliya Hearn
	Title:   Chief Executive Officer, President and Chairperson

Element 21 Golf Company and each of the undersigned do hereby appoint Nataliya Hearn as, its or his true and lawful attorney to execute on behalf of Element 21 Golf Company and the undersigned any and all amendments to this Registration Statement on Form S-8 and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission; each of such persons shall have the power to act hereunder with or without the other.

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

Person	Capacity	Date
/s/ Nataliya Hearn Nataliya Hearn	Chief Executive Officer, President Chairperson	February 16, 2010
/s/ Philip Clark Philip Clark	Chief Financial Officer	February 16, 2010
/s/ Warren Zapfe Warren Zapfe	Director	February 16, 2010
/s/ Mary Bryan Mary Bryan	Director	February16, 2010
/s/ Error Farr Error Farr	Director	February 16, 2010

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EX-5.1

Exhibit 5.1

ELLENOFF GROSSMAN & SCHOLE LLP

ATTORNEYS AT LAW

150 EAST 42nd STREET

NEW YORK, NEW YORK 10017

TELEPHONE: (212) 370-1300

FACSIMILE:  (212) 370-7889

February 16, 2010

Element 21 Golf Company

200 Queens Quay East, Unit #1,

Toronto, Ontario, Canada, M5A 4K9

Re:           Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Element 21 Golf Company, a Delaware corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-8, (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Act”), of 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued upon the terms and subject to the conditions set forth in the Company’s 2006 Equity Incentive Plan (the “2006 Incentive Plan”) and the 3,000,000 shares of Common Stock, which may be issued upon the terms and subject to the conditions set forth in the Company’s Consulting Plan (the “Consulting Plan”) in a form substantially similar to the Company’s consulting agreement (the “Consulting Agreement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

In connection with the opinion expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of our opinion, including: (i) the Company’s Certificate of Incorporation and all amendments thereto; (ii) the Company’s Bylaws; (iii) the 2006 Incentive Plan; (iv) the Form of Consulting Agreement; (v) the Registration Statement; and (v) the applicable minutes of meetings or consents in lieu of meetings of the Company’s board of directors (the “Board”).

For purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter; (v) compliance with the terms of each of the 2006 Incentive Plan and Consulting Plan by the Company and its employees, officers, the Board and any committees or individuals appointed to administer the 2006 Incentive Plan; (vi) that the resolutions authorizing the Company to issue or deliver and sell the shares pursuant to the 2006 Incentive Plan and the Consulting Plan will be in full force and effect at all times at which the shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions; (vii) and that each award under each of the 2006 Incentive Plan and Consulting Plan will be approved by the Board or an authorized committee of the Board; compliance with the terms of the Consulting Plan by the Company and its employees, officers, the Board and any committees or individuals appointed to administer the Consulting Plan in accordance with the resolutions of the Board.

Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized and previously issued shares which may be delivered under the 2006 Incentive Plan and the Consulting Plan, respectively have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of each of the 2006 Incentive Plan and Consulting Plan and (b) paid for in full in accordance with the terms of the 2006 Incentive Plan and Consulting Plan, will be validly issued, fully paid and non-assessable.

We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Ellenoff Grossman & Schole LLP

Ellenoff Grossman & Schole LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-8 of our report dated September 25, 2009 relating to the audit of the financial statements of Element 21 Golf Company, appearing in the Annual Report on Form 10-K of Element 21 Golf Company for the year ended June 30, 2009.

Our report contains an explanatory paragraph that states that Element 21 Golf Company has incurred recurring losses from operations, and its dependency on future financing raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ Consent of MSCM LLP

Toronto, Ontario

February 16, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to incorporate by reference in this Registration Statement on Form S-8 of our report dated September 29, 2008 relating to the financial statements of Element 21 Golf Company (the "Company") for the year ended June 30, 2008 which appear in the Company's Annual Report on Form 10-K filed with the SEC on September 28, 2009.

/s/ Consent of Lazar, Levine and Felix LLP

New York, NY

February 16, 2010

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

EX-99.1

Exhibit 99.2

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of                  . is entered into by and between, Element 21 Golf Company, a Delaware corporation (herein referred to as the "Company"), and                            ,  (herein referred to as the "Consultant"). This agreement supersedes any prior oral or written agreements between the parties hereto.

RECITALS

WHEREAS, the Company desires to engage the Consultant to perform the Consulting Services (as such term is defined below) pursuant to and in accordance with the terms of this Agreement;

WHEREAS, the Consultant wishes to provide the Consulting Services to the Company pursuant to and in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide the Consulting Services to the Company during the period commencing on the date first above written and ending on , unless this Agreement is earlier terminated by either party hereto.

2.Duties of Consultant. The Consultant agrees that it will generally provide the following specified consulting services to the Company (the "Consulting Services"):

·   Assist the Company in sourcing of materials;

·   Consult and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company ;

·   Introduce the Company to manufacturers and producers;

·   With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company's plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans;

·   At the Company's request, review the purpose of advising the Company thereof; and. production, design and manufacturing plans

·   Otherwise perform as the Company's consultant for manufacturing.

3.           Allocation of Time and Energies. The Consultant hereby promises to perform the Consulting Services and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company pursuant to this Agreement, so long as such activities are in compliance with applicable laws and regulations. Consultant and its staff if any, shall diligently and thoroughly provide the Consulting Services required hereunder. Although no specific hours-per-day requirement will be required. Consultant and the Company agree that Consultant will perform its duties hereunder in a diligent and professional manner. It is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's common stock, or the trading volume of the Company's common stock.

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4.            Remuneration.   As   full   and   complete compensation   for  services   described   in   this Agreement, the Company shall compensate the Consultant as follows:

(a)For agreeing to undertake this engagement and for performance of the services described above, the Consultant shall be issued per month of the Company's Common Stock. $.01 par value per share (the "Shares") with issue price based on 5 day closing average as .  The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares, it is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares.

(b)Upon the Company's transfer to the Consultant of the Shares, the Company shall cause to be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, fully paid and non­-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors.

(c)Consultant acknowledges that the Shares have NOT been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities.

(d)In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows:

(i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested.

(ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. and (ii) a purchaser

described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended.

(iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

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(iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

5.Non-Assignabilitv of Services. Consultant's services under this Agreement are offered to Company only and may not be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets.

6.Expenses. Consultant expenses related to the Companies' work (phone, mailing, labor. etc.), will be reimbursed. For travel to Russia and Asia, the consultant will receive $300 per day stipend.

7.Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim. decree or judgment involving any violation of the Securities and Exchange Commission ("SEC") or applicable securities laws. Consultant further acknowledges that it is not a securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company.

8.Termination. This Agreement may be terminated by either party hereto upon 30 days advance written notice to the other party hereto.

9.Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.

10.Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.

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11.Attorney's Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

12.Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

13.Choice of Law. Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware. The parties agree that Delaware will be the venue of any dispute and will have jurisdiction over all parties.

14.Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in Delaware, in accordance with the applicable rules of arbitration, and judgment on the award rendered by the arbitrators) shall be binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 13 herein.

15.Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change. modification, extension or discharge is sought.

AGREED TO:

ELEMENT 21 GOLF COMPANY

____________________________

By: Nataliya Hearn, President, and CEO

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