S-8

As filed with the Securities and Exchange Commission on September 12, 2006.

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 Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 88-0218411 (I.R.S. Employer Identification No.)

200 Queens Quay East, Unit #1

Toronto, Ontario, Canada, M5A 4K9

(Address of Principal Executive Offices)

CONSULTING AGREEMENTS

(Full Title of the Plan)

Nataliya Hearn, Ph. D.

President, Chief Executive Officer and Director

200 Queens Quay East, Unit #1

Toronto, Ontario, Canada, M5A 4K9

(Name and Address of Agent for Service)

416-362-2121

(Telephone number, including area code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value	20,000,000	$0.1925	$3,850,000	$411.95
Total:	20,000,000	$0.1925	$3,850,000	$411.95

(1) Pursuant to the Consulting Agreements for service rendered, none of the Consultants to whom the subject securities are to be issued is believed presently to be an “affiliate” of the Registrant.

(2) In accordance with Rule 457 of the Securities Act of 1933, pursuant to Rule 457(c), the proposed maximum offering price of $0.1925 per share, which is the average of the high and low prices of the Common Stock of the Registrant reported on the Over-The-Counter Bulletin Board on September 8, 2006, is set forth solely for purposes of calculating the filing fee.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to consultants and others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

No Restrictions on Transfer. Upon issuance, the shares will be deemed “earned” pursuant to the terms of Consulting Agreement, the Consultant will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and is entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock.

Restrictions on Resales. None of the Consultants is believed presently to be an “affiliate” of the Registrant; however, if any becomes an “affiliate” at any time that he or she owns securities that are registered hereunder, resale by that person must also be made in compliance with applicable provisions of Rule 144.

The form of written consulting agreement (the “Consulting Agreement”) is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 2. Registrant Information and Employee Plan Annual Information

The documents containing the information specified in this Item 2 will be sent or given to consultants and others as specified by Rule 428(b)(1). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

1. The Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005.

2. The Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2005, December 31, 2005 and March 30, 2006.

3. The Registrant’s Current Reports on Forms 8-K and 8-K/A filed by the Registrant on February 24, May 12, May 22, May 23, and August 3, 2006.

4. The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-8 filed on July 22, 2005, pursuant to Section 12(g) of the Exchange Act.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such reports and documents. Any statement in a document all or a portion of which is incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is incorporated by reference into this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Experts

The consolidated financial statements of the Registrant included in the Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005 have been audited by Lazar Levine & Felix LLP, an independent registered public accounting firm, as set forth in their reports thereon and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents (if covered by consents of Lazar Levine & Felix LLP filed with the Commission) will be, incorporated herein in reliance upon the reports of Lazar Levine & Felix LLP pertaining to such financial statements given upon the authority of such firm as experts in accounting and auditing.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock offered hereby by the Registrant has been passed upon by Brown Rudnick Berlack Israels LLP, One Financial Center, Boston, Massachusetts 02111.

Item 6. Indemnification of Directors and Officers.

The General Corporation Law of the State of Delaware and the Registrant’s charter provide for indemnification of the Registrant’s directors and officers for liabilities and expenses that they may incur in such capacities. In general, the Registrant is permitted to indemnify its directors and officers with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the Registrant’s best interests and, with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit	Description
5.1	Opinion of Brown Rudnick Berlack Israels LLP
23.1	Consent of Brown Rudnick Berlack Israels LLP (included in Exhibit 5.1)
23.2	Consent of Lazar Levine & Felix LLP
24.1	Power of Attorney (included as part of the signature page).
99.1	Form of Consulting Agreement

Item 9. Undertakings.

(a)The undersigned 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 of 1933;

(ii)  to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

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(2)   That, for the purpose of determining any liability under the Securities Act of 1933, 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 that remain unsold at the termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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 of 1933 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 Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

[Remainder of page intentionally blank; signature page follows.]

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the 12th day of September, 2006.

ELEMENT 21 GOLF COMPANY
By:	/s/ Nataliya Hearn
	Nataliya Hearn, Ph.D.
	President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Nataliya Hearn, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Nataliya Hearn	President, Chief Executive Officer and Director	September 12, 2006
Nataliya Hearn
/s/ John Grippo	Chief Financial Officer	September 12, 2006
John Grippo
/s/ Gerald Enloe	Director	September 12, 2006
Gerald Enloe

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ELEMENT 21 GOLF COMPANY

INDEX TO EXHIBITS

5.1	Opinion of Brown Rudnick Berlack Israels LLP
23.1	Consent of Brown Rudnick Berlack Israels LLP (included in Exhibit 5.1)
23.2	Consent of Lazar Levine & Felix LLP
24.1	Power of Attorney (included as part of the signature page)
99.1	Form of Consulting Agreement

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EX-5.1

EXHIBIT 5.1

September 12, 2006

Element 21 Golf Company

200 Queens Quay East, Unit #1

Toronto, Ontario, Canada, M5A 4K9

Ladies and Gentlemen:

Element 21 Golf Company, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”), with respect to 20,000,000 shares of Common Stock, par value $.001 per share, of the Company (the “Shares”) to be issued in connection with the Company’s entrance into certain Consulting Agreements by and between Element 21 Golf Company and the consultants to Element 21 Golf Company named therein in a form substantially similar to that set forth on Exhibit 99.1 to the Registration Statement (each a “Consulting Agreement” and collectively, the “Consulting Agreements”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.

In connection with the Registration Statement, we have examined, considered and relied upon copies of the following documents: (1) the Company’s Articles of Incorporation and the Company’s Bylaws, each as amended to date; (2) copies of the form of Consulting Agreement attached as Exhibit 99.1 to the Registration Statement; (3) a specimen of the form of stock certificate evidencing the shares of Common Stock of the Company and (4) the minute books and stock records of the Company.

Our opinion is limited to the laws of the State of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued pursuant to the terms of validly executed Consulting Agreements, will be validly issued, fully paid and nonassessable shares of the Common Stock of the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Brown Rudnick Berlack Israels LLP  

BROWN RUDNICK BERLACK ISRAELS LLP 

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

Element 21 Golf Company

200 Queens Quay East, Unit #1

Toronto, Ontario, Canada, M5A 4K9

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 2, 2005, relating to the consolidated financial statements of Element 21 Golf Company, which appear in the Element 21 Golf Company Annual Report on Form 10-KSB for the year ended June 30, 2005.

/s/ Lazar Levine & Felix LLP

Lazar Levine & Felix LLP

New York, New York

September 12, 2006

EX-99.1

EXHIBIT 99.1

FORM OF CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), effective as of ______, 2006 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 supercedes 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”):

[ADD DESCRIPTION OF CONSULTING SERVICES]

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, nor the trading volume of the Company’s common stock.

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 ___________ shares of the Company’s Common Stock, $.01 par value per share (the “Shares”). 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 been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities and Exchange Commission on September 12, 2006, as the same may be amended from time to time.

(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 of ten (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.

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

5.Non-Assignability 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 agrees to pay for all its expenses (phone, mailing, labor, etc.), other than extraordinary items such as (_____________________) _____________________.

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.

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 arbitrator(s) 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:

Title:

Date:

CONSULTANT

By:

Title:

Date: