March 10, 2005
By U.S. Mail and Facsimile [(416) 368-2221]
Dr. Nataliya Hearn
President and Chief Executive Officer
Element 21 Golf Company
264 Queens Quay W. #303
Toronto, Ontario, Canada M5J 2L4
Re: Element 21 Golf Company
Form 10-KSB for the year ended June 30, 2004
File No. 0-15260
Dear Dr. Hearn:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the year ended June 30, 2004
Item 6. Management`s Discussion and Analysis
Plan of Operations, page 18
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.
Fiscal 2004 Compared to Fiscal 2003, page 19
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.
3. It is unclear how the Element 21 Acquisition could result in
$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.
Item 7. Financial Statements
Note 1(a) - Reporting Entity, page F-8
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, 2002, and
the
historical stockholders` equity of Technologies should be
retroactively restated to reflect the equivalent number of shares
received in the merger transaction.
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.
Note 3 - Equity, page F-14
6. Please revise your disclosure to show the options outstanding
by
range of exercise price in accordance with paragraph 48 of SFAS
123.
Note 4 - Income Taxes, page F-15
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 or all of those years and, if so, the potential
consequences for not having complied with the filing requirements.
Note 6 - Subsequent Events, page F-16
8. Your disclosure states that you intend to spin off your
interest
in Holdings and ACT by way 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 this spin-off transaction.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Other
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Ms. Kristin Shifflett, Staff Accountant, at
(202) 824-5089, if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
942-1995 with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief
cc: Mr. Jim Morin [(949) 608-7329]
??
??
??
??
March 10, 2005
Dr. Nataliya Hearn
Element 21 Golf Company
Page 4 of 4