8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2008

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)) 

Item 2.02. Results of Operations and Financial Condition.

On May 19, 2008, Element 21 Golf Company (the “Company”) issued a press release announcing its revenue for the three (3) months ended March 31, 2008. A copy of the Company’s press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. The press release was based upon the Company’s Consolidated Statements of Operations for the nine (9) and three (3) months ended March 31, 2008 and March 31, 2007, of copy of such financial report attached to this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
	Exhibit No.	Description
	99.1	Element 21 Golf Company Press Release, issued May 19, 2008.
	99.2	Element 21 Golf Company Consolidated Statements of Operations for the nine (9) and three (3) months ended March 31, 2008 and March 31, 2007

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: May 21, 2008	By:	/s/ Nataliya Hearn
		Nataliya Hearn
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Element 21 Golf Company Press Release, issued May 19, 2008.
99.2	Element 21 Golf Company Consolidated Statements of Operations for the nine (9) and three (3) months ended March 31, 2008 and March 31, 2007

EX-99.1

Exhibit 99.1

Press Release Source: Element 21 Golf Co.

Element 21 Announces Record Fiscal Third Quarter Results

Quarterly Revenue Increases 121% Sequentially; Company Reports Fifth Consecutive Quarter of Sequential Revenue Growth

TORONTO--(MARKET WIRE)—May 19, 2008 -- Element 21 Golf Company (OTC BB:ETGF ) (Frankfurt:BJQ.F) the leading manufacturer of advanced Scandium Alloy golf and fishing equipment, announced today record fiscal third quarter revenue for the period ended March 31, 2008. The Company reported net revenue of $565,630, an increase of 533% compared to net revenue of $89,325 for the year earlier period. Revenue increased 121% compared to the Company’s fiscal second quarter. The fiscal third quarter results represent the fifth consecutive quarterly sequential increase in revenue. Revenue increased as a result of growing sales of golf and fishing equipment.

For the nine months ended March 31, 2008, the Company had net revenue of $952,562, an increase of 723% compared to the prior year in which the Company had net revenue of $115,636.

“Our results reflect the growing penetration and acceptance of our unique technology by the golf and fishing industries, designed to enhance the competitiveness of golfers and improve the performance of fishermen,” said Nataliya Hearn, President and CEO of Element 21. “We expect the momentum in our business to continue as a result of new distribution relationships such the recently announced deal with Kanata Shaft Co. and the expansion of our marketing initiatives for the highly-acclaimed Salt Water Carrot Stix™ series for the fishing market.”

The Company recently entered into a three-year exclusive distribution deal for North America with Kanata Shaft in which Kanata has agreed to purchase for distribution a minimum of $4.24 million of the Company’s golfing equipment.

About Element 21 Golf Company:

Element 21 Golf Company develops and markets award winning golf and fishing products made from the Company's next-generation, proprietary Scandium Alloys. Element 21's high performance products deliver dramatic improvements in distance, consistency, accuracy and feel over the most popular products in the US$5.5 billion golf and the US$48 billion international fishing markets.

Originally developed for advanced aeronautics in jet fighters including the MiG, Element 21's patented Scandium Alloys provides the highest strength-to weight ratio of any material currently used in sports -- 25% improvement over Titanium, 40% improvement over Graphite/Epoxy, 52% improvement over Aluminum, 70% improvement over Steel. They also provide unique vibration dampening properties resulting in products with unprecedented feel over competing materials.

Element 21 Golf Company has recently expanded its product line to include fishing equipment that has quickly secured international recognition by winning several top honors at the 2007 ICAST, the world's largest sports fishing trade show.

Forward-Looking Statements.

Statements in this release, other than statements of historical fact, may be regarded, in certain instances, as "forward-looking statements" pursuant to Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934, respectively. "Forward-looking statements" are based on expectations, estimates and projections at the time the statements are made, and involve risks and uncertainties which could cause actual results or events to differ materially from those currently anticipated, including but not limited to delays, difficulties, changed strategies, or unanticipated factors or circumstances affecting e21 and its business. A number of these risks and uncertainties are described in e21's periodic reports filed with Securities and Exchange Commission. There can be no assurance that such forward-looking statements will ever prove to be accurate and readers should not place undue reliance on any such forward-looking statements contained herein, which speak only as of the date hereof. Element 21 undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Company Contacts:

 Investor Relations  

 CEOcast, Inc.

 Dan Schustack, 212-732-4300

 dschustack@ceocast.com

  Sales (no investor related calls please)

  Element 21 Golf Company

  1-888-365-2121 ext 106

  sales@e21golf.com

  http://www.e21Golf.com

  Media members interested in testing shafts or receiving e21 products for

  editorial review can contact:

  The Media Group

  Joe Wieczorek or Bart Henyan

  1-847-956-9090

  joe@themediagroupinc.com

  bart@themediagroupinc.com

_____________________

Source: Element 21 Golf Co.

EX-99.2

Exhibit 99.2

ELEMENT 21 GOLF COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	Nine months Ended March 31,						Three months Ended March 31,
	2008			2007			2008			2007
REVENUES	$	952,562		$	115,636		$	565,630		$	89,325
COST OF SALES		736,419			52,852			461,292			33,640
GROSS MARGIN		216,143			62,784			104,338			55,685
General and administrative expenses		4,128,770			5,319,668			1,274,478			1,742,099
LOSS FROM OPERATIONS		(3,912,627	)		(5,256,884	)		(1,170,140	)		(1,686,414	)
OTHER INCOME (EXPENSE)
Interest income		11,047			19,982			3,236			19,982
Interest expense		(10,174	)		(1,018,570	)		(10,174	)		(194,953	)
Other income (expense)		0			87,151			0			87,151
Derivative income		2,282,497			1,952,196			253,853			3,848,832
		2,283,370			1,040,759			246,915			3,761,012
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(1,629,257	)		(4,216,125	)		(923,225	)		2,074,598
Provision for income taxes		-			-			-			-
NET INCOME (LOSS)		(1,629,257	)		(4,216,125	)		(923,225	)		2,074,598
Accretion of preferred stock dividends		-			4,000,000			-			-
INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS	$	(1,629,257	)	$	(8,216,125	)	$	(923,225	)	$	2,074,598
Basic weighted average shares		6,266,673			5,510,435			6,646,287			5,648,695
Diluted weighted average shares		6,266,673			5,510,435			6,646,287			6,141,506
Basic income (loss) per share		($0.26	)		($1.49	)		($0.14	)	$	0.37
Diluted income (loss) per share		($0.26	)		($1.49	)		($0.14	)	$	0.34