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      Unassociated Document

                November
                  7, 2005

                Alan
                  L. Talesnick

                (303)
                  894-6378

                atalesnick@pattonboggs.com

      BY
        EDGAR AND OVERNIGHT COURIER

      Mr.
        David
        R. Humphrey

      Securities
        And Exchange Commission

      100
        F
        Street, NE

      Mail
        Stop
        3561

      Washington,
        D.C. 20549

                Re:

                Element
                  21 Golf Company

                Form
                  10-KSB for the year ended June 30,
                  2004

                File
                  No. 0-15260

      Dear
        Mr.
        Humphrey:

      On
        behalf
        of Element 21 Golf Company (the “Company”), this letter responds to the Staff’s
        comments in the Staff’s letter dated March 10, 2005 concerning the Company’s
        Annual Report on Form 10-KSB (the “Annual Report”) filed with the Commission on
        December 21, 2004 with information provided to us by the Company. The responses
        below are numbered to correspond with the comments in the Staff’s March 10, 2005
        letter. Also provided with this letter is Amendment No. 1 to Form 10-KSB
        (the
“Amendment”), which is being filed with the Commission simultaneously with this
        letter. Three blacklined copies showing the changes made to the Annual Report
        are provided for your convenience.

      Form
        10-KSB for the year ended June 30, 2004

      Item
        6. Management’s Discussion and Analysis Plan of Operation, page
        18.

      Comment
        1.
        We
        note that you currently have no revenue sources and that the independent
        auditor’s report contains a modification concerning your ability to continue as
        a going concern. Accordingly, please expand your disclosure to discuss your
        specific plans for obtaining additional funds, as well as the consequences
        should you be unable to raise sufficient funds to pursue your business plan
        as
        outlined. Include a discussion of how long you can continue to satisfy your
        cash
        requirements before additional funding will be necessary. See Item 303 (a)(1)(i)
        of Regulation S-B. As appropriate, please make a similar revision to the
        information provided in the “Liquidity and Capital Resources section and expand
        the disclosure in the footnotes to your financial statements.

          Mr.
            David
            Humphrey

          November
            7, 2005

          Page
            2

      Response
        to Comment 1.
        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 the 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.

      This
        discussion has been included in the Liquidity and Capital Resources section
        and
        in Note 1 to the financial statements.

      Fiscal
        2004 Compared to Fiscal 2003, page 19

      Comment
        2.
        Please provide further explanation as to the cause of the increase in consulting
        and other professional fees in fiscal year 2004 over the amount for fiscal
        2003.

      Response
        to Comment 2.
        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. This discussion has been updated in the Annual
        Report.

          2

          Mr.
            David
            Humphrey

          November
            7, 2005

          Page
            3

      Comment
        3.
        It
        is unclear how the Element 21 Acquisition could result on $210,017 of other
        income. Generally, the consummation of an acquisition is not an income-producing
        event. Please explain supplementally and revise your disclosure, as
        appropriate.

      Response
        to Comment 3.
        The
        amount of $210,017 as shown in the Statement of Operation as “Other Income” for
        the fiscal year ended June 30, 2003 should have been titled “Forgiveness of
        Debt”. Loans were made to the Company during the year in order to supplement the
        Company’s poor cash flow. As of June 30, 2003, the entire loan balance was
        forgiven by the lender. The Statement of Operation and Note 1b to the financial
        statements have been revised for this correction.

      Item
        7. Financial Statements

      Note
        1(a) - Reporting Entity, page F-8

      Comment
        4.
        We
        note that your acquisition of Technologies, a development stage company formed
        to design, develop and market scandium alloy golf clubs, was accounted for
        as
        a reverse
        acquisition. As a result, since Technologies was the accounting acquirer
        in this
        merger transaction, your historical financial statements should be those
        of
        Technologies. These historical financial statements should reflect the
        operations of Technologies prior to September 17, 2004, and the historical
        stockholders’ equity of Technologies should be retroactively restated to reflect
        the equivalent number of shares received in the merger
        transaction.

      Response
        to Comment 4.
        Because
        Technologies was incorporated on September 17, 2004, the historical financial
        statements report the development stage period as beginning on September
        17,
        2004. The year ended June 30, 2003 includes operations from July 1, 2002
        to
        September 17, 2002 of BRL and operation of Technologies from that point
        forward.

      Comment
        5.
        As
        discussed in the previous comment, your historical financial statements should
        reflect the operations of Technologies prior to September 17, 2002. Since
        Technologies was a development stage company at the time of the merger
        transaction, it appears that your development stage disclosures should extend
        back to the inception of Technologies, not just until September 17, 2002.
        See
        paragraph 11 of SFAS 7.

      Response
        to Comment 5.
        Please
        see response to Comment 4 above.

          3

          Mr.
            David
            Humphrey

          November
            7, 2005

          Page
            4

      Note
        3
        Equity, page F-14

      Comment
        6.
        Please revise your disclosure to show the options outstanding by range of
        exercise price in accordance with paragraph 48 of SFAS 123.

      Response
        to Comment 6. The disclosure has been revised in accordance with this comment.

      Note
        4 -
        Income Taxes, page F-15

      Comment
        7.
        We
        note your disclosure that you have not filed federal or state tax returns
        for
        any of the tax years subsequent to December 31, 1993. Supplementally, please
        tell us if you were required to file tax returns for any of all of those
        years
        and, if so, the potential consequences for not having complied with the filing
        requirements.

      Response
        to Comment 7.
        Biorelease Corp. (BRL) has not filed income tax returns since December 31,
        1003.
        The accumulated losses of BRL are in excess of $8,000,000. Tax returns were
        required for the years subsequent to December 31, 1993, the Company does
        not
        believe that there is any consequence for failing to file other that reporting
        the losses to be carried forward. BRL has not reported any taxable income.
        Losses will be limited under IRS regulations pursuant to the merger with
        the
        Company and carried forward as available.

      Note
        6
        - Subsequent Events, page F-16.

      Comment
        8.
        Your disclosure states that you intend to spin off your interest in Holdings
        and
        ACT by was of a share exchange agreement. Generally, in a spin-off transaction,
        shares of the company being spun off are distributed, not exchanged.
        Supplementally tell us what securities are being exchanged, and make all
        necessary revisions to clarify your disclosure of the spin-off
        transaction.

      Response
        to Comment 8.
        The
        Subsequent Event note has been changed to state that the Company intends
        to
        distribute to its shareholders of record on October 4, 2004 (other than the
        previous Element 21 shareholders in accordance with their consent) a dividend
        in
        the form of shares of Holdings and ACT (ACT is dormant).

      In
        addition, the Company acknowledges that:

          4

          Mr.
            David
            Humphrey

          November
            7, 2005

          Page
            5

                (i)

                the
                  Company is responsible for the adequacy and accuracy of the disclosures
                  in
                  its filings;

              (ii)

                Staff
                  comments or changes to disclosure in response to Staff comments
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  filings; and

              (iii)

                the
                  Company may not assert Staff comments as a defense in any proceeding
                  initiated by the Commission or any person under the federal securities
                  laws of the United States.

      If
        you or
        any member of the Staff has comments or questions, please contact me at (303)
        894-6378. Thank
        you
        for your attention to this filing.

              Very
                truly yours,

              PATTON BOGGS LLP

              By:
              /s/ Alan
                Talesnick

                Alan
                L. Talesnick

      Enclosures

      Cc:
        Element 21 Golf Company

          5