UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Element 21 Golf Company
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
286186101
(CUSIP Number)
July 31, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSONS
Vladimir Goryunov
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2. THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Russia
7. SOLE VOTING POWER 14,705,930 *
Number Of Shares 8. SHARED VOTING POWER
Beneficially Owned By
Each Reporting Person 9. SOLE DISPOSITIVE POWER 14,705,930 *
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,705,930 *
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.86%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
* Consists of 5,882,400 shares and 8,823,530 shares of Common Stock that the
reporting person has the right to acquire within sixty (60) days of July
31, 2006, respectively, upon the conversion of Series B Convertible
Preferred Stock and the exercise of warrants.
Item 1. Security and Issuer
This statement relates to the common stock, par value of $0.01 per share (the
"Common Stock"), of Element 21 Golf Company (the "Company"). The principal
executive offices of the Company are located at 200 Queen's Quay E, Toronto,
Ontario, M5A 4K9, Canada.
Item 2. Identity and Background
This statement is filed by Vladimir Goryunov, a private investor. The principal
office of the Reporting Person is located at Alderstasse 31, Zurich 8008,
Switzerland.
The Reporting Person has not, during the last five years, been convicted in a
criminal proceeding.
The Reporting Person has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which, as a result of such proceeding, could have subjected the Reporting Person
to a judgment, decree or final order enjoining future violations of, or
prohibited or mandated activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person used personal funds for purposes of effecting investment
transactions.
Item 4. Purpose of Transaction
The Reporting Person acquired the shares of Series B Convertible Preferred Stock
and Warrants for investment purposes. The Reporting Person may acquire
additional securities of the Company or dispose of securities of the Company at
any time and from time to time in the open market or otherwise. Although the
foregoing represents the range of activities presently contemplated by the
Reporting Person with respect to the Company, it should be noted that the
possible activities of the Reporting Person are subject to change at any time.
The Reporting Person does not, at the present time, have any plans or proposals
which relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person is deemed to beneficially owns 14,705,930 shares of
Common Stock, representing 5,882,400 shares and 8,823,530 shares of Common Stock
that the Reporting Person has the right to acquire within sixty (60) days of
July 31, 2006, respectively, upon the conversion of Series B Convertible
Preferred Stock and the exercise of warrants. The number of shares the Reporting
Person beneficially owns represents approximately 12.86% percent of the
outstanding shares of Common Stock, based upon 99,630,554 shares of Common Stock
outstanding as of May 1, 2006 as disclosed in the Company's Quarterly Report on
Form 10-QSB for the period ended March 31, 2006. The Subscription Agreement
between the Reporting Person and the Company pursuant to which the
aforementioned Preferred Stock and warrants were issued (the
"Subscription Agreement") provides for, subject to certain conditions, the
issuance of additional shares of Preferred Stock and warrants to the Reporting
Person on or prior to November 30, 2006 representing the right to acquire an
additional 14,705,929 shares of Common Stock.
(b) The Reporting Person has the sole power to vote or to direct the vote and
the sole power to dispose or direct the disposition of these shares.
(c) The Reporting Person has not effected any transactions in the Common Stock
of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Subscription Agreement, the Warrants and the Certificate of the Powers,
Designations, Preferences And Rights of the Series B Convertible Preferred Stock
provide the Reporting Person with certain preemptive rights, registration
rights, dividend rights, liquidation preferences, class voting rights and
dilution protection, among other things. The foregoing summary of the foregoing
does not purport to be complete and is qualified in its entirety by reference to
Exhibits hereto, which are incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
Exhibit Number Description
-------------- -----------
1 Form of Subscription Agreement for Shares of Series B
Convertible Preferred Stock between the Company and Vladimir
Goryunov, incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K of Element 21 Golf Company filed on
August 3, 2006.
2 Certificate of the Powers, Designations, Preferences and Rights
of the Series B Convertible Preferred Stock, Par Value $0.10
Per Share, incorporated by reference to Exhibit 3.1 of the
Current Report on Form 8-K of Element 21 Golf Company filed on
August 3, 2006.
3 Form of Warrant for Purchase of 3,750,000 Shares of Common
Stock dated July 31, 2006, incorporated by reference to Exhibit
4.1 of the Current Report on Form 8-K of Element 21 Golf
Company filed on August 3, 2006.
4 Form of Warrant for Purchase of 5,073,530 Shares of Common
Stock dated July 31, 2006, incorporated by reference to Exhibit
4.2 of the Current Report on Form 8-K of Element 21 Golf
Company filed on August 3, 2006.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 4, 2006
/s/ Vladimir Goryunov
-----------------------------------------
Vladimir Goryunov