SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

|_|   Annual report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934 [Fee Required] for the fiscal year ended October 31, 2005 or

|_|   Transition report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 [No Fee Required] for the transition period from
      _________ to _________.

                         Commission File No. 333-125868

                              EXECUTE SPORTS, INC.
             (Exact name of registrant as specified in its charter)


           Nevada                                      30-0038070
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


                         1284 Puerta Del Sol, Suite 150
                             San Clemente, CA 92673

              (Address, Including Zip Code, Including Area Code, Of
                         Registrant's mailing address)

               Registrant's telephone number, including area code:
                                 (858) 518-1387


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO|_|


<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.|_|

The Registrant's revenues for the year ended December 31, 2005 were $1,389,163.


The aggregate market value of the Registrant's common stock held by
non-affiliates (14,790,516) of the Registrant on March 13, 2006 (based on the
closing sale price of US $0.35 per share of the Registrant's common stock, as
reported on Over-The-Counter Bulletin Board on that date) was approximately U.S.
$5,176,681. Common stock held by each officer and director and by each person
known to the Registrant to own 5% or more of the outstanding common stock has
been excluded in that those persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

The number of shares of the Registrant's common stock outstanding on March 13,
2006 was 21,831,866.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (Check one): YES |_| NO |X|


<PAGE>

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                   PAGE
-----------------------                                                   ----

Forward-Looking  Statements.................................................  1

PART I

1.    Description of Business...............................................  1

2.    Description of Property............................................... 16

3.    Legal Proceedings..................................................... 17

4.    Submission of Matters to a Vote of Security Holders................... 17

PART II

5.    Market for Common Equity and Related Stockholder Matters.............. 17

6.    Management's Discussion and Analysis of Financial Condition and
      Results of Operations................................................. 19

7.    Financial Statements.................................................. 26

8.    Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.............................................. 26

8A.   Controls and Procedures............................................... 26

PART III

9.    Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act..................... 27

10.   Executive Compensation................................................ 29

11.   Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters....................................... 32

12.   Certain Relationships and Related Transactions........................ 33

13.   Exhibits and Reports on Form 8-K...................................... 34

14.   Principal Accountant Fees and Services................................ 35


<PAGE>


FORWARD-LOOKING STATEMENTS

      Information included or incorporated by reference in this filing may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from the
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
anticipate," "estimate," "believe," "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This filing contains forward-looking statements, including statements
regarding, among other things, (a) our Company's future business, and (b) our
Company's future financing plans. These statements may be found under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," as well as in this prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this filing
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.

PART I
ITEM 1. DESCRIPTION OF BUSINESS

We have three lines of business including water sports, snow sports and licensed
as well as branded apparel.

Our water sports products include wetsuits, vests, rash guards, wake skates and
a line of high performance watersports shoes. Our wetsuits, vests and rash
guards are marketed under the "Execute Sports" brand, as well as through private
label relationships. Our wake skates and shoes are both marketed under the
"Kampus" brand.

The Company markets its Execute Sports and Kampus products through a network of
independent dealers located throughout the United States, and through
distributors representing dealers in Europe, Australia, South Africa, Asia and
other international markets. The "Execute Sports" and "Kampus" brand names have
existed for two years and we believe they are becoming widely recognized and
respected names in the watersports markets - specifically, amongst wakeboard and
wakeskate consumers.

Our snow sports products include snowboards, related accessories and apparel
marketed under the "Academy" brand. The Company's "Academy" snowboard brand is
marketed to the specialty retail and pro shop markets throughout North America
and in 15 countries worldwide.

We also own and maintain the exclusive worldwide license to produce, market and
distribute apparel under the "EagleRider" brand name, and operate an eCommerce
store under the domain name www.eagleridergear.com. We have licensed the apparel
and merchandising rights from Eagle Rider, Inc. the world's largest Harley
Davidson and power sports rental and tour company,


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<PAGE>

Key to the extension of its brands, and the acceptance of its products in the
marketplace is the Company's aggressive marketing strategy which consists in
aligning its brand with leading snowboard, wakeboard, wake skate and motocross
athletes. In doing so, the Company establishes brand credibility amongst its
target consumer base and provides its distributors with a greater ability to
push its products through their channels.

SUMMARY OF CORPORATE HISTORY

Execute Sports, Inc. (the "Company") was founded in 2002 as Padova International
USA, Inc. to produce graphics kits and ancillary soft goods for the motocross,
enduro and ATV markets.

In 2003, the Company launched its water sports division under the "Execute
Sports" brand to provide wetsuits, vests, rash guards and ancillary products to
the wake board and ski markets.

Over the past few years, we have established distribution for its products
throughout North America, Europe, Australia, South Africa and into Asia with
customers including Dick's Sporting Goods, GI Joes, Galyans, Bass Pro and Big 5
Sporting Goods.

In 2005, we entered into a worldwide apparel licensing agreement with Eagle
Rider, the world's largest Harley Davidson rental and tour company to provide
Eagle Rider with apparel and soft goods to its 35 franchises throughout North
America and Europe.

Also in 2005, we expanded our commitment to the action sports industry by
entering into a letter of intent to acquire Pacific Sports Group, Inc., ("PSG")
which owns and operates Academy Snowboards, Kampus Wakesk8s and Kampus Wake
Shoes and Collective Development Bags and Bindings.

In January, 2006, we consummated the PSG acquisition and have welcomed Academy,
Kampus, and Collective Development into the Execute Sports family.

The Company has headquarters in San Clemente, California with offices in
Oceanside, California.

WATERSPORTS BUSINESS

Execute Sports produces a line of US Coast Guard approved vests, wetsuits and
rash guards that are designed specifically for action water sports. We continue
to introduce leading technologies into our designs which include glide skin and
segmented panels that provide for heightened water resistance and a more
comfortable, flexible fit. In addition, our designs for 2006 feature
women-specific and children-specific branding.


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<PAGE>

Our wetsuit line is distributed through Dicks' Sporting Goods, Galyan's, Bart's,
GI Joes and Bass Pro throughout North America. Our primary focus has been to
establish our Execute Sports branded wetsuit line in the wakeboard and ski
markets, which are typically more amenable to the distribution channels we have
established than pro shops, which are dominated more by surf brands such as
O'Neil, Body Glove, Rip Curl, Billabong and Quiksilver.

PSG established Kampus Wakesk8s in 2002 to help advance the wakeskate movement.
In a short period, Kampus has been critically acclaimed by riders and the wake
industry alike. Kampus' wakeshoe won the 12th Annual ISPO award in Europe for
the best watersports product. In addition, we have entered into a resale
agreement with Jet Pilot (owned by Body Glove) to produce wakeshoes made by
Kampus under the "Jet Pilot" brand.

Leading Shoe Technology - Kampus Drain System (KDS)

The KDS drain system penetrates thru the insole liner, and releases onto the
Lightweight EVA mid-sole, which has channeled drain passages to exit water
freely. The soft rubber outsole provides excellent stick to Foam and Grip tape
surfaces, thus keeping riders on their decks.

We think that the market opportunity for our wakeshoes extends well beyond the
wakeboard market and into PWCs, boating, lifestyle and other related segments.
Emerging Growth Analytics estimates the watersports shoe market to be an annual
$130 million global opportunity.

SNOW SPORTS BUSINESS

The Academy Snowboards collection was designed and developed for the
progressive/advanced snowboarder. The entire line has been designed by our team
- designed by riders for riders. Academy Snowboards are distributed through pro
shops and specialty retailer market and is expanding to 13 countries in 2006
from 5 countries this past year.

Academy's growth strategy is driven by its pro and amateur teams which continue
to garner strong visibility in the industry and amongst consumers. Most
recently, Academy's team was selected by Transworld Magazine as "Best Team" and
boasts Transworld Magazine's "Rider of the Year" award with Chad Otterstrom.
Otterstrom also won the Gravity Game's rail jam and slopestyle competition in
December 2005.

APPAREL BUSINESS

Apparel Program - Licensed & Branded

Our clothing, which includes t-shirts, fleece, bottoms, tops, jackets, board
shorts, denim and outerwear, combines fashion, functionality and athletic
performance. Our designs are infused with artistic elements that we believe
differentiate our products from those of our competitors. We develop and
introduce products that we believe set the industry standard for style and
quality in each of our product categories. We seek to offer products that appeal
to both action sports participants and those who affiliate themselves with the
action sports lifestyle.


                                       3
<PAGE>

Branded Apparel - Execute Sports, Academy and Kampus Branded Apparel and
Ancillary Soft Goods

Our apparel strategy is to leverage our branding, exposure and appeal of our
products in the action snow sports, water sports and power sports markets to
extend our brand into a market opportunity to develop and produce branded
apparel and ancillary soft goods. This strategy has been successfully proven out
by other companies such as Oakley's which first established brand appeal of its
sunglasses and was then able to successfully parlay that brand into t-shirts,
sweatshirts, hats, watches, pants, shoes, purses, travel bags and back packs.

In addition to leveraging exposure of our snowboard, wakeskate, wetsuit and
graphics product lines to develop branded apparel, we have entered into
strategic relationships with certain specialty retailers (and have entered into
letters of intent to purchase certain retailers in special circumstances) that
cater to our target demographic which will enable us to leverage their existing
floor space to offer our branded apparel.

We have defined 2 different customer groups. The first group includes the actual
participants in action sports and the second group consists of people that are
not regular active participants but those who wish to be associated with the
action sports lifestyle. Our soft goods and apparel strategy is designed to
broaden our brand's reach to the latter group of consumers that might not
participate in action sports, but want to be associated with the lifestyle.
These image conscious consumers are key to our Company's growth.

Business Model

Execute Sports Inc. is a premier, branded consumer products company with
targeting its "Execute Sports", "White Rapids" and "Water Skeeter" branded
apparel, graphics kits, and sportswear to the Power Sports and Action Sports
markets. In addition to its branded products, the Company also licenses leading
brands such as NASCAR and EagleRider, Inc. to provide a line of products for the
retail market for sports racing and Harley Davidson enthusiasts, respectively.

The Company derives its revenue primarily from the design, manufacturing and
retail sales of its "Execute Sports" branded products into the waters sports and
motor sports markets. In the water sports market, the majority of our revenue is
from the sales of wetsuits, rash guards, life jackets and ancillary products to
the wakeboarding and water skiing consumers. We also private label these
products to select customers. In the motor sports market, the majority of our
revenue is from the sales of graphics kits, seat covers and number plates for
leading Motorcycle brands including Honda, Kawaski, Suzuki, KTM and Yamaha.

Execute Sports intends to continue to leverage its existing operations and to
complement and diversify its product offerings within the sporting goods and
recreational products industries. As our cashflow and capital resources permit,
we intend to expand our product lines in both water sports and in motor sports,
and also to continue to respond to what we believe our customers want through
the introduction of and diversification into new product lines. Our customer
relationships are important to providing us with feedback in terms of how their
end customer are responding to our products and also as to where they see demand
increasing and decreasing in our markets. We intend to continue to leverage our
customer's feedback to better position our product development strategies going
forward.


4
<PAGE>

In addition, through our sponsorship of leading athletes and high-profile
events, and our participation in the target markets, we intend to identify and
understand what the market trends are and we will also use that understanding to
influence our product development strategies.

We intend to implement our internal growth strategy by continuing to improve
operating efficiencies. For example, we will seek out distribution relationships
that enable us to sell both water sports and motor sports products into their
channels, as opposed to one or the other. We will also work to establish
"private label" wholesale distribution relationships with customers whose
products are complimentary to our own that will, in turn, allow us to sell our
branded products into their channels. As noted above, we intend to extend our
product offerings through new product launches and maximizing our extensive
distribution channels. In addition, we will seek strategic acquisitions of other
power sports and action sports companies with well-established brands and with
complementary distribution channels.

Our ability to service and expand existing distribution channels both domestic
and internationally, as well as open new distribution channels is key to our
revenue growth. General economic and industry conditions could also affect our
revenue performance.

BUSINESS MODEL

Execute Sports Watersports

The Company's products are currently sold through an extensive network of
independent dealers located throughout the United States, and through
distributors representing dealers in Europe, South Africa, Australia and other
international markets. To promote new dealerships and to service its existing
dealer network, the Company also contracts on an independent basis with sales
representatives throughout the United States to represent the Company and its
products.

Through its direct efforts, as well as through independent sales
representatives, Execute has established distribution to more than 200 retail
stores in the United States, including Cycle Gear, Bass Pro, Galyan's, GI Joes,
Bart's, Ski World, Performance, Ski Masters and Active. Worldwide, Execute
relies on strategic distribution partnerships to establish retail channels.
Management believes the Company's relationship with its distributors will be a
major strength.

The Company utilizes exclusive distributors outside the United States to take
advantage of their knowledge and experience in their respective markets and to
increase market penetration of the Company's products. Each distributor is
subject to a distribution agreement that stipulates an exclusive territory for a
term ranging from one to three years with specified minimum sales and service
requirements for their territory.


                                       5
<PAGE>

Academy Snowboards

Academy's snowboards are distributed to the pro shop and specialty retailers
throughout North America and 14 countries throughout Europe. The Company's sales
and distribution strategy is to continue to penetrate this specialty market and
to create a demand for our products that is sustainable at the "big box" or
"mass retailer" level.

Our consumer base is extremely image and brand conscious and it is critical for
the longevity and longer-term growth of our brand in the snowboard market that
we not be perceived as "selling out" the brand or undermining our "specialty"
retailer base. A perfect case study for the sales and distribution model that we
are implementing with Academy is Volcom, which, over the past decade has grown
from a "grass roots", "specialty" brand to a brand that is now in high demand
both at the "specialty" level and at the "mass retailer" level.

COMPETITION

Execute's competition varies along its product lines. The sporting goods
products, recreational products, footwear and apparel markets are generally
highly competitive, with competition centering on product innovation,
performance and styling, price, marketing and delivery. Competition in these
products (other than for active wear) consists of a relatively small number of
large producers, some of whom have greater financial and other resources than
Execute. A relatively large number of companies compete for sales of active
wear. While Execute believes its increasingly well-recognized brand names, low
cost China manufacturing and sourcing base, established distribution channels
and reputation for developing and introducing innovative products have been key
factors in the successful introduction and growth of its sporting goods and
other recreational products, there are no significant technological or capital
barriers to entry into the markets for many sporting goods, recreational
products, footwear and apparel. These markets face competition from other
leisure activities, and sales of leisure products are affected by economic
conditions, weather patterns and changes in consumer tastes, which are difficult
to accurately predict.

RISK FACTORS

Our continued operations will depend on whether we are able to raise additional
funds through various potential sources, such as equity and debt financing,
other collaborative agreements, strategic alliances, and our ability to increase
sales. Such additional funds may not become available on acceptable terms and
there can be no assurance that any additional funding that the combined Company
does obtain will be sufficient to meet the combined Company's needs in the long
term. Through December 31, 2005, a significant portion of our financing has been
through private placements of common stock and warrants. Unless our operations
continue to generate significant revenues, we will continue to fund operations
from cash on hand and through similar sources of capital previously described.
We can give no assurances that any additional capital that we are able to obtain
will be sufficient to meet our needs. Management believes that we will continue
to incur net losses through for the foreseeable future. Based on our current
resources, we will need additional equity or debt financing or we will need to
generate revenues through sales of our products or entering into strategic
alliances to be able to sustain our operations until we achieve profitability,
if ever.


                                       6
<PAGE>

We have very limited assets upon which to rely for adjusting to business
variations and for growing new businesses. While we are likely to look for new
funding to assist in the acquisition of other profitable businesses, it is
uncertain whether such funds will be available. If we are to grow and expand our
operations, we will need to raise significant amounts of additional capital.
There can be no assurance that we will be successful in raising a sufficient
amount of additional capital, or if we are successful, that we will be able to
raise capital on reasonable terms. If we do raise additional capital, our
existing shareholders may incur substantial and immediate dilution.


Risks Related To Our Business:

We have historically incurred losses and may continue to incur losses in the
future, which may impact our ability to implement our business strategy and
adversely affect our financial condition.

In the audit of our financial statements, our auditors, Bedinger & Company, have
questioned our ability to continue as a going concern. This is based on our
Company's history of reported losses. We have a history of losses. We had a net
loss of $3,566,580 for the fiscal year ended December 31, 2005 and a net loss of
$540,490 for the fiscal year ended December 31, 2004.

The majority of net loss for the year ended December 31, 2005 was incurred due
to the non-cash expensing of $2,125,000 in stock issued to founders and $596,533
issued for services.

We expect to significantly increase our operating expenses by expanding our
marketing operations and increasing our level of capital expenditures in order
to grow our business and further develop and maintain our services. Such
increases in operating expense levels and capital expenditures may adversely
affect our operating results if we are unable to immediately realize benefits
from such expenditures. In addition, if we are unable to manage a significant
increase in operating expenses, our liquidity will likely decrease and
negatively impact our cash flow and ability to sustain operations. In turn, this
would have a negative impact on our financial condition and share price.

We cannot assure you that we will be profitable or generate sufficient profits
from operations in the future. If our revenue growth does not continue, we may
experience a loss in one or more future periods. We may not be able to reduce or
maintain our expenses in response to any decrease in our revenue, which may
impact our ability to implement our business strategy and adversely affect our
financial condition. This would also have a negative impact on our share price.


                                       7
<PAGE>

Our business is subject to "seasonal" or "cyclical" factors.

Watersports

There is a cyclical component of our waters sports business wherein we receive a
relatively larger portion of revenue because our water sports customers submit
the majority of their purchase orders for product in the months of September
through November for the coming sales year and are shipped in January through
May. Currently, the majority of our water sports business is driven by the
wakeboarding/waterski industry, which historically is the most active in the
spring and summer months. We anticipate this cyclical aspect of our water sports
business to continue for the foreseeable future but can make no assurances that
will be the case.

Academy Snowboards

Academy customers typically issue purchase orders from October through March for
the coming sales year and are shipped in July through September. We anticipate
this cyclical aspect of our snow business to continue for the foreseeable future
but can make no assurances that will be the case.


Our industry is highly competitive and we may not be able to compete
effectively, which could reduce demand for our services.

The markets in which we cater to are intensely competitive. Our primary
competitors for wetsuits include Jet Pilot, Body Glove, O'neil, Rip Curl and
Quicksilver, and our primary competitors in the snow sports markets include
Burton, Ride, Forum, K2 and Rome The market for the Company's products is
characterized by competing businesses introducing products similar to those
offered by the Company. There are relatively low barriers to entry into the
business. Many of the Company's competitors or potential competitors have longer
operating histories, longer customer relationships and significantly greater
financial, managerial, sale and marketing and other resources than does the
Company. The Company is vulnerable to a competitor making a late, but
well-funded, run at the Company if it is not aggressive in quickly attaining a
consumer base sufficient for the Company to rely on for sustainable cash flow,
and strategic partners as well as establishing a strong brand identity.

Our Success is Tied to Dependence on Key Personnel.

The Company's success depends to a significant extent upon efforts and abilities
of its key personnel, as well as other key creative and strategic marketing
personnel. Competition for highly qualified personnel is intense. The loss of
any executive officer, manager or other key employee could have a material
adverse effect upon the Company's business, operating results and financial
condition. If the Company is not able to efficiently replace its key personnel
with qualified individuals, its business and operational activities could
suffer. In turn, if the Company's operational activities decline, its financial
performance and overall financial condition will also suffer. This would have an
adverse affect on our share price. No assurances can be given that a replacement
for any of our key personnel could be located if their services were no longer
available. At present, we do not have key man insurance .


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<PAGE>

We Are a High Risk Early Stage Company.

The Company is a high-risk early stage company with limited operating history in
a competitive industry. In addition, the Company's limited operating history
provides a limited basis on which to base an evaluation of its business and
prospects. In addition, the Company's revenue model relies substantially on the
assumption that the Company will be able to successfully expand its sales and
distribution channels in key markets. The Company's prospects must be considered
in light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies in the earliest stages of development. To be successful
in this market, the Company must, among other things:

      o     Continue to expand distribution and sales channels for its products;

      o     Attract and maintain customer loyalty;

      o     Continue to establish and increase awareness of the Company's brand
            and develop customer loyalty;

      o     Provide desirable products to customers at attractive prices;

      o     Establish and maintain strategic relationships with strategic
            partners and affiliates;

      o     Rapidly respond to competitive developments;

      o     Build an operations and customer service structure to support the
            Company's business; and

      o     Attract, retain and motivate qualified personnel.

The Company cannot guarantee that it will be able to achieve these goals, and
its failure to do so could have a material adverse effect on the Company's
business. If the Company's business suffers as a result of failing to meet any
one or all of the above listed goals, its financial performance and financial
condition will suffer. This will also have an adverse affect on the price of the
Company's shares.

Moreover, there can be no assurance that the Company's financial resources will
be sufficient to enable it to operate for the length of time that management
expects, or that the Company will be able to obtain additional funding when the
Company's current financial resources are exhausted. The Company expects that
its revenues and operating results will fluctuate significantly in the future.

                                       9
<PAGE>

There can be no assurance that any or all of the Company's efforts will be
successful or that the Company will ever be profitable. If the Company's efforts
are unsuccessful or other unexpected events occur, purchasers of the Shares
offered hereby could lose their entire investment.


We may need additional financing to support business growth, and this capital
might not be available on acceptable terms, or at all, which could adversely
affect our financial condition.

The Company's financial resources are limited and the amount of funding that it
will require to develop and commercialize its products is highly uncertain.
Adequate funds may not be available when needed or on terms satisfactory to the
Company. Lack of funds may cause the Company to delay, reduce and/or abandon
certain of all aspects of its product development programs.

There are a number of factors that we cannot control that could require us to
seek additional financing to support further demand for those products in the
market both through existing distribution channels and potentially through new
ones, and to finance the development, production and distribution of new
products, as well as the development of new distribution channels and new
markets.

The Company plans to seek additional financing which may include the issuance of
equity securities. If additional funds are raised through the issuance of equity
or convertible debt securities, the percentage ownership of the stockholders of
the Company will be reduced, stockholders may experience additional dilution and
such securities may have rights, preferences and privileges senior to those of
the Company's Common Stock. There can be no assurance that additional financing
will be available on terms favorable to the Company or at all. If adequate funds
are not available or are not available on acceptable terms, the Company may not
be able to fund its expansion, take advantage of unanticipated acquisition
opportunities, develop or enhance products or respond to competitive pressures.
Such inability could have a material adverse effect on the Company's business,
and ability finance its operations. If the Company cannot finance its
operations, the affect on our stock price will be adverse.

Our quarterly operating results may fluctuate in future periods and, as a
result, we may fail to meet investor expectations, which could cause the price
of our common stock to decline.

As a result of our history of incurring net losses, the relatively short-term
nature of our licensing, distribution and partner agreements, we may not be able
to accurately predict our operating results on a quarterly basis, if at all. We
expect to experience significant fluctuations in our future quarterly operating
results due to a variety of factors, many of which are outside of our control,
including:

      o     the Company's ability to establish and strengthen brand awareness;

                                       10
<PAGE>


      o     the Company's success, and the success of its strategic partners, in
            promoting the Company's products;

      o     the overall market demand for snow sports and water sports products
            of the type offered by the Company and in general;

      o     pricing changes for our products as a result of competition or
            otherwise;

      o     the amount and timing of the costs relating to the Company's
            marketing efforts or other initiatives;

      o     the timing of contracts with strategic partners and other parties;

      o     fees the Company may pay for distribution and promotional
            arrangements or other costs it incurs as it expands its operations;

      o     the Company's ability to compete in a highly competitive market, and
            the introduction of new products by the Company; and

      o     economic conditions specific to the motorcycle and water sports
            industries and general economic conditions.

We believe period-to-period comparisons of our operating results are not
necessarily meaningful, and you should not rely upon them as indicators of
future performance. It is also possible that in the future, our operating
results will be below the expectations of public market analysts and investors
due to quarterly fluctuations rather than our overall performance. In that
event, the trading price of our common stock may decline.

Our Watersports Business Relies Heavily on Four Major Customers for Revenue

Historically, four primary customers have accounted for more than 90% of our
business. The three primary customers account for more than 80% of our water
sports revenue. If any of these customers decides to exit the water sports
market, or to select one of our competitor's products over our own, our business
would be materially adversely impacted. Other larger, better capitalized
competitors could offer these customers preferable price points or other
incentives that we might not be able to compete with. If we were to lose any one
of these customers our business and financial condition would likely be
negatively impacted. In turn our financial results would decline and our share
price would also likely decline.

We Rely on Three Major Manufacturers of our Wetsuit and Vest Products

Sheico, Winning Industries and Hydro Dynamics manufacture 100% of our products,
and 65%, 15% and 5% respectively. All manufacturing is based in mainland China.
If these facilities were inaccessible to us for political reasons or in the
event of a natural disaster, our business would be materially adversely
affected. We might not be able to transition our manufacturing business to
another manufacturer in a timely manner and the costs of changing facilities as
well as the costs of manufacturing elsewhere could be prohibitively high. In
addition, each of these manufacturers are "contract" manufacturers and
consequently are not solely obligated to service our account. In which case,
other larger customers might demand more of these manufacturers' resources,
which in turn, could cause delays in their ability to provide us with timely
delivery of product. If , for any of the reasons stated above, we are not able
to timely respond to purchase orders through our existing contract manufacturing
partners, we would likely see a negative impact in our business and operations.
In turn, this would have a material adverse impact on our financial results and
our share price would likely decline.


                                       11
<PAGE>

We Could Have Difficulty in the Management of Potential Growth.

The Company anticipates that a period of significant expansion will be required
to address potential growth in its customer base, market opportunities and
personnel. This expansion will place a significant strain on the Company's
management, operational and financial resources. To manage the expected growth
of its operations and personnel, the Company will be required to implement new
operational and financial systems, procedures and controls, and to expand, train
and manage its growing employee base. The Company also will be required to
expand its finance, administrative and operations staff. Further, the Company
anticipates entering into relationships with various strategic partners and
third parties necessary to the Company's business. There can be no assurance
that the Company's current and planned personnel, systems, procedures and
controls will be adequate to support the Company's future operations, that
management will be able to hire, train, retain, motivate and manage required
personnel for planned operations, or that Company management will be able to
identify, manage and exploit existing and potential strategic relationship and
market opportunities. The failure of the Company to manage growth effectively
could have a material adverse effect on the Company's business because it might
be unable to meet purchase order demands from its customers, or maintain a level
of inventory sufficient to support demand. This could cause the Company to lose
customer and distribution relationship that would , in turn have an adverse
affect on the Company's results of operations and financial condition. In which
case, the Company's share price would be adversely affected.

If we chose to acquire new or complementary businesses, services or
technologies, we may not be able to complete those acquisitions or successfully
integrate them.

In addition to organic growth to expand our operations and market presence, we
intend to pursue a growth strategy driven by acquisitions and business
combinations of complementary business, services or technologies or engage in
other strategic alliances with third parties. Any such transactions would be
accompanied by the risks commonly encountered in such transactions, including,
among others, the difficulty of assimilating operations, technology and
personnel of the combined companies, the potential disruption of our ongoing
business, the inability to retain key technical and managerial personnel, the
inability of management to maximize our financial and strategic position through
the successful integration of acquired businesses, additional expenses
associated with amortization of acquired intangible assets, the maintenance of
uniform standards, controls and policies and the impairment of relationships
with existing employees and customers. We may not be successful in overcoming
these risks or any other potential problems. Any acquisition may have a material
adverse effect on our business if it any of the risks stated above materialize,
and each of the risks stated above could bring about adverse operating results,
which in turn, would negatively impact the Company's financial condition. In
turn, the price of our stock would be negatively affected.


                                       12
<PAGE>

We will incur increased costs as a result of being a public company and this may
adversely affect our operating results.

As a public company, we incur significant legal, accounting and other expenses
that we did not incur as a private company. We also anticipate that we will
incur costs associated with recently adopted corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002, as well as new
rules implemented by the SEC and the OTCBB. We expect these rules and
regulations will increase our legal and financial compliance costs and make some
activities more time consuming and costly. We are currently evaluating and
monitoring developments with respect to these new rules, and we cannot predict
or estimate the amount of additional costs we may incur or the timing of such
costs.

New rules, including those contained in and issued under the Sarbanes-Oxley Act
of 2002, may make it difficult for us to retain or attract qualified officers
and directors, which could adversely affect the management of our business and
our ability to obtain or retain the trading status of our common stock on the
Over the Counter Bulletin Board Market.

We may be unable to attract and retain qualified officers, directors and members
of board committees required for our effective management as a result of the
recent and currently proposed changes in the rules and regulations which govern
publicly-held companies, including, but not limited to, certifications from
executive officers and requirements regarding audit committee financial experts.
The perceived increased personal risk associated with these recent changes may
deter qualified individuals from accepting these roles. The enactment of the
Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of new rules
and regulations and the strengthening of existing rules and regulations by the
SEC, as well as the adoption of new and more stringent rules by OTCBB.
Furthermore, certain aspects of these recent and proposed changes heighten the
requirements for board and committee membership, particularly with respect to an
individual's independence from the corporation and level of experience in
finance and accounting matters. We may have difficulty attracting and retaining
directors with the requisite qualifications. If we are unable to attract and
retain qualified officers and directors, we may be unable to maintain the
trading status of our common stock on the OTCBB Market.

If we fail to maintain an effective system of internal controls, we may not be
able to accurately report our financial results or prevent fraud. As a result,
current and potential stockholders could lose confidence in our financial
reporting, which would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to provide reliable financial
reports and effectively prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, our operating results could be harmed. Any failure to
implement required new or improved controls, or difficulties encountered in
their implementation, could harm our operating results or cause us to fail to
meet our reporting obligations. Inferior internal controls could also cause
investors to lose confidence in our reported financial information, which could
have a negative effect on the trading price of our stock.


                                       13
<PAGE>

As of the date of this 10KSB, we have made loans in the form of promissory notes
to a strategic partner amounting to $237,253, which represents approximately_9%
of our total assets. The promissory notes bear an annual interest rate of 2% and
come to maturity beginning on April 7, 2005. If these loans are not repaid by
maturity date, our business will be adversely affected.

We have established a strategic relationship with WDHQ, Inc. and 449, Inc. (the
"Debt Holders"), which are both owned and operated by the same individual, Don
Swedo, who is an unrelated party to our business. The Debt Holders own and
operate five retail franchises of EagleRider Corporation (the "Parent Company")
located in Miami, St. Louis, Phoenix, Palm Springs and San Diego. In conjunction
with, but not as a condition of, our loan to the Debt Holders, we have secured
an exclusive license and wholesale distribution agreement with the Parent
Company that we believe will substantially expand our addressable customer base
for our products as well as increase our sales by fulfilling purchase orders on
a wholesale distribution basis. However, if the Debt Holders fail to repay the
principal and interest on the note in a timely fashion, our cash flow from
existing operations could be negatively impacted. In turn, this would negatively
impact our financial performance and results, as well as our ability to respond
efficiently to purchase orders from other distributors.

Risks Relating To Our Common Stock:

The market price of our common stock is likely to be highly volatile, which
could cause investment losses for our stockholders and result in stockholder
litigation with substantial costs, economic loss and diversion of our resources.

The trading price of our common stock is highly volatile and could be subject to
wide fluctuations as a result of various factors, many of which are beyond our
control, including:

      o     developments concerning licenses and trademarks by us or a
            competitor;

      o     announcements by us or our competitors of significant contracts,
            acquisitions, commercial relationships, joint ventures or capital
            commitments;

      o     actual or anticipated fluctuations in our operating results;

      o     introductions of new products by us or our competitors;

      o     changes in the number of our distribution partners;

      o     loss of key employees;

      o     changes in the market valuations of similar companies; and

      o     changes in our industry and the overall economic environment.

In addition, the stock market in general, and the OTCBB have experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of the listed companies. These broad market and
industry factors may seriously harm the market price of our common stock,
regardless of our operating performance. In the past, following periods of
volatility in the market, securities class action litigation has often been
instituted against these companies. Litigation against us, whether or not a
judgment is entered against us, could result in substantial costs, and
potentially, economic loss, and a diversion of our management's attention and
resources.


                                       14
<PAGE>

We plan to continue to pay for consulting and professional services fees with
our stock and this would be dilutive to investors.

In the past we have issued shares to consultants and professional services
providers as a means of paying certain professional service fees and consulting
agreements. We plan to continue to use our stock in the future as a means of
paying for these kind of services, and believe that doing so will enable us to
retain a greater percentage of our operating capital to pay for operations,
product development and purchase of additional inventory.

Price and volume fluctuations in our stock might negatively impact our ability
to effectively use our stock to pay for services, or it could cause us to offer
stock as compensation for services on terms that are not favorable to the
Company and its shareholders. If we did resort to granting stock in lieu of cash
for consulting and professional services fees under unfavorable circumstances,
it would result in increased dilution to investors.

Management has broad discretion to use the proceeds from financing activities
for business activities that may not be successful, which could affect the
trading price of our common stock.

We intend to use the net proceeds from financing activities to pay certain
outstanding obligations, increase working capital, fund capital expenditures,
finance our international expansion and fund marketing activities. Accordingly,
management will have significant flexibility in applying the net proceeds of
this offering. The failure of management to apply such funds effectively could
have a material adverse effect on our business, results of operations and
financial condition.

There is a limited market for our common stock.

Our common stock is traded in the Over-the-Counter Bulletin Board market. This
may cause delays in the timing of transactions, reductions in the number and
quality of securities analysts' reporting on us, and the extent of our coverage
in the media. Trading in our common stock has been sporadic, and at present,
there is a limited market for it. There can be no assurance that a stronger
market will develop. Even if such a market does develop, it may not be
sustained.

Future sales of our common stock by existing shareholders under Rule 144 could
decrease the trading price of our common stock.


                                       15
<PAGE>

As of December 31, 2005, a total of 14,544,937 shares of our outstanding common
stock were "restricted securities" and could be sold in the public markets only
in compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions, an amount not exceeding in any three-month period the greater of
either (i) 1% of the issuer's outstanding common stock or (ii) the average
weekly trading volume in the securities during a period of four calendar weeks
immediately preceding the sale. Persons who are not affiliated with the issuer
and who have held their restricted securities for at least two years are not
subject to the volume limitation. Possible or actual sales of our common stock
by present shareholders under Rule 144 could have a depressive effect on the
price of our common stock.

Our common stock is subject to "penny stock" rules.

Our common stock is classified as a penny stock by the Securities and Exchange
Commission. This classification severely and adversely affects the market
liquidity for our common stock. The Commission has adopted Rule 15g-9, which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, sets forth (i) the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

ITEM 2. DESCRIPTION OF PROPERTY

Our administrative offices are primarily located in San Clemente, California.
The Company does not own any real property. The following information presents
certain information about our leased properties:


                                       16
<PAGE>

<TABLE>
<CAPTION>
Location                      Approximate Square     Date Current        Monthly Rent
                              Feet                   Expires
=======================================================================================
<S>                           <C>                    <C>                 <C>
606 Cassidy Street            900 sq. ft.            month-to-month      US$1,395
Suite C
Oceanside, CA 92054

1294 Puerta Del Sol
Suite 150
San Clemente, CA 92673        8,883 sq. ft.          April 30, 2006      US$7,216
</TABLE>

ITEM 3. LEGAL PROCEEDINGS


We are not aware of any pending or threatened legal proceedings that, if
adversely determined, would have a material adverse effect on us.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock was first cleared for trading on the NASD OTC bulletin board on
February 17, 2006 under the ticker symbol "EXCS" and has been trading since that
time.

On March 23, 2006, the last reported sales price of our shares on the OTC
bulletin board was $0.48. During the first quarter of 2006 through March 23,
2006, the high sales price of our common stock was $0.53 and the low sales price
of our common stock was $0.25.


Holders

As of March 13, 2006, there were 21,831,886 shares of common stock outstanding.
As of March 13, 2006, there were approximately one hundred and one (101) record
holders of common equity. The number of shareholders of record does not include
beneficial owners of common stock whose shares are held in the names of various
dealers, clearing agencies, banks, brokers and other fiduciaries.


                                       17
<PAGE>

Dividends

We have not declared any dividends on our common stock and we do not expect to
declare dividends in the foreseeable future since we intend to utilize our
earnings, if any, to finance our future growth, including possible acquisitions.

Transfer Agent

The Transfer Agent and Registrar for the Company's common stock is First
American Stock Transfer. Its address is 706 East Bell Road, Suite 202, Phoenix,
AZ, 85022 and its telephone number at that location is 602-485-1346.

Equity Compensation Plans

As of December 31, 2005, the Company had no equity compensation plans in place.

Use of Proceeds from Registered Securities

As required by 230.463 of Reg SB and pursuant to sections 13(a) and 15(d) of the
Exchange Act (15 U.S.C. 78m(a) and 78o(d)) after effectiveness of our Securities
Act registration statement, declared effective by the Securities and Exchange
Commission on October 12, 2005, Commission File No. 33-125868, we commenced a
self underwritten offering of up to 3,571,428 "new distribution" shares of the
Company's common stock at $0.35 per share (the "Offering"), and 6,679,350
previously issued shares by the Company to shareholders pursuant to a private
placement, professional services and debt related matters. The aggregate price
of the Offering was $3,587,771.

The Offering commenced on October 26, 2005, which was terminated on January 3,
2006. At the termination date of the offering, or January 3, 2006, we had
received gross, or "aggregate" proceeds of $1,246,550 from sales of the "new
distribution shares". No proceeds were received by the Company for sales of any
of the 6,679,350 previously issued shares.

The total amount of common shares registered, pursuant to the Offering, were
10,250,778.

Other Expenses Of Issuance And Distribution

The following table sets forth a reasonable estimate by the Company of costs and
expenses payable by us in connection with the Offering of the common stock being
registered.


                                       18
<PAGE>

SEC registration fee                             $   422.28
Accounting fees and expenses                     $45,000.00

Legal fees and expenses                          $20,000.00
Transfer agent and registrar fees and expenses   $ 1,500.00
Miscellaneous                                    $10,000.00
Total                                            $76,422.28

All payments made by the Company in relation to costs and expenses incurred by
the Company in connection with the Offering were direct payments.

After deducting all costs incurred by the Company in connection with the
Offering, the net proceeds to the Company were $1,169,127.80.

From the effective date of the Securities Act registration statement to the
ending date of the reporting period, a reasonable estimate of the amount of net
offering proceeds to the Company used for acquisition of other business(es);
repayment of indebtedness; working capital; temporary investments (which should
be specified); and any other purposes for which at least five (5) percent of the
issuer's total offering proceeds or $100,000 (whichever is less) has been used
(which should be specified) is:

* Acquisition of Pacific Sports Group, Inc.      $150,000.00
* Repayment of indebtedness                      $174,517.00
* Working Capital                                $844,610.80

All payments made for the purposes stated above were direct payments by the
Company.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain financial information and statements regarding our
operations and financial prospects of a forward-looking nature. Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that certain important factors may affect our actual results and
could cause such results to differ materially from any forward-looking
statements which may be deemed to be made in this prospectus. For this purpose,
any statements contained in this prospectus, which are not statements of
historical fact, may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as, "may", "intend",
"expect", "believe", "anticipate", "could", "estimate", "plan" or "continue" or
the negative variations of those words or comparable terminology are intended to
identify forward-looking statements. There can be no assurance of any kind that
such forward-looking information and statements will be reflective in any way of
our actual future operations and/or financial results, and any of such
information and statements should not be relied upon either in whole or in part
in connection with any decision to invest in the shares.



                                       19
<PAGE>

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the notes thereto and the other
information included in this Annual Report on Form 10-KSB.

Overview

We have three lines of business including water sports, snow sports and licensed
as well as branded apparel.

Our water sports products include wetsuits, vests, rash guards, wake skates and
a line of high performance watersports shoes. Our wetsuits, vests and rash
guards are marketed under the "Execute Sports" brand, as well as through private
label relationships. Our wake skates and shoes are both marketed under the
"Kampus" brand.

The Company markets its Execute Sports and Kampus products through a network of
independent dealers located throughout the United States, and through
distributors representing dealers in Europe, Australia, South Africa, Asia and
other international markets. The "Execute Sports" and "Kampus" brand names have
existed for two years and we believe they are becoming widely recognized and
respected names in the watersports markets - specifically, amongst wakeboard and
wakeskate consumers.

Our snow sports products include snowboards, related accessories and apparel
marketed under the "Academy" brand. The Company's "Academy" snowboard brand is
marketed to the specialty retail and pro shop markets throughout North America
and in 15 countries worldwide.

We also own and maintain the exclusive worldwide license to produce, market and
distribute apparel under the "EagleRider" brand name, and operate an eCommerce
store under the domain name www.eagleridergear.com. We have licensed the apparel
and merchandising rights from Eagle Rider, Inc. the world's largest Harley
Davidson and power sports rental and tour company,

Key to the extension of its brands, and the acceptance of its products in the
marketplace is the Company's aggressive marketing strategy which consists in
aligning its brand with leading snowboard, wakeboard, wake skate and motocross
athletes. In doing so, the Company establishes brand credibility amongst its
target consumer base and provides its distributors with a greater ability to
push its products through their channels.

We received gross proceeds of $1,246,550 in from October 13, 2005 through
January 3, 2006, through the sale of 3,561,570 shares of common stock at $0.35
that were included in our SB-2 registration statement, which was declared
effective by the Securities and Exchange Commission on October 12, 2005. We have
received $430,000 in February through March, 2006 for secured promissory notes.
We have also received $100,000 on March 3, 2006 through the sale of a warrant to
purchase 400,000 shares of restricted common stock to a strategic investor and
business partner to the Company.


                                       20
<PAGE>

We need additional capital to fund our operations through December 31, 2006, at
which time we may seek to raise additional financing. We are required, under the
terms of the promissory notes issued in February through March 2006 to pay
annual interest of 9% to 12%. The promissory notes are secured by 1,720,000
shares of our common stock.

Critical Accounting Policies

The Company's discussion and analysis of its results of operations, financial
condition and liquidity are based upon the Company's financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. The Company bases its estimates on historical
experience and on various other assumptions that it believes to be reasonable
under the circumstances. Actual results may materially differ from these
estimates under different assumptions or conditions. On an on-going basis, the
Company reviews its estimates to ensure that the estimates appropriately reflect
changes in its business.

Inventories

Inventories are valued at the lower of cost or market and primarily consist of
wetsuits, sticker kits and related accessories. Cost is determined using the
average cost method. The inventory balance reflects management's estimate of net
realizable value. Management performs periodic assessments based on our
understanding of market conditions and forecasts of future product demand to
determine the existence of obsolete, slow moving and non-salable inventories,
and records the necessary adjustment at the time of assessment directly to the
statement of operations to reduce such inventories to their net realizable
value. If the actual amount of obsolete inventory significantly exceeds the
inventory balance, the Company's costs of goods sold and gross profit and
resulting net income or loss would be significantly adversely affected.

Revenue recognition

The Company recognizes revenue when the product is shipped. At that time, the
title and risk of loss transfer to the customer, and collectability is
reasonably assured. Collectability is evaluated on an individual customer basis
taking into consideration historical payment trends, current financial position,
results of independent credit evaluations and payment terms. Additionally, an
estimate of product returns are recorded when revenue is recognized. Estimates
are based on historical trends taking into consideration current market
conditions, customer demands and product sell through. If actual sales returns
significantly exceed the recorded estimated expense, the Company's sales would
be adversely affected.


                                       21
<PAGE>

Allowance for doubtful accounts

The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. An
estimate of uncollectible amounts is made by management based upon historical
bad debts, current customer receivable balances and aging, the customer's
financial condition and current economic conditions. If a significant number of
customers with significant receivable balances in excess of the allowance fail
to make required payments, the Company's operating results would be
significantly adversely affected. Based on management's assessment, the Company
provides for estimated uncollectible amounts through a charge to earnings and a
credit to the valuation allowance. Balances that remain outstanding after the
Company has used reasonable collection efforts are written off through a charge
to the valuation allowance and a credit to accounts receivable. The Company
generally does not require collateral.

Product Warranty

The Company's Watersports products, which carry a ninety-day warranty. Warranty
costs are charged against sales in the period products are sold as a reduction
in the selling price. Historically, warranty costs have been less than 1% of
sales. In estimating its warranty obligations, the Company considers various
relevant factors, including the Company's stated warranty policies, the
historical frequency of claims, and the cost to replace or repair the product.
If the actual amount of warranty claims significantly exceeds the estimated
expense, the Company's costs of goods sold and gross profit and resulting net
income or loss would be significantly adversely affected.

Income taxes

On November 1, 2004, the Company legally amended its Articles of Incorporation
to make the transition from an S-Corporation to a C-Corporation. Prior to that
the S Corporation was not a tax paying entity for federal or state income tax
purposes and thus no provision for income taxes was recognized. The Company
accounts for income taxes using the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to the differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted rates recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. In assessing the realizability of
deferred income tax assets, the Company considers whether it is more likely than
not that some portion or all of the deferred income tax assets will be realized.
The ultimate realization of deferred income tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. SFAS No. 109 requires a valuation allowance to be
recorded when it is more likely than not that some or all of the deferred tax
assets will not be realized. The Company has recorded a valuation allowance for
the full amount of the net deferred tax asset because of uncertainties as to the
amount of taxable income that would be generated in future years.


                                       22
<PAGE>

Results of Operations

Twelve Months Ended December 31, 2005 And 2004

Revenue
During the twelve months ended December 31, 2005 the Company had revenue of
$1,389,163 compared to $1,384,188 for the twelve months ended December 31, 2004.
The increase in net sales was the result of adding distribution for our
motorcycle products in Sweden and Australia and adding distribution for our
water sports products in Japan.

Gross Profit
Gross profit for the twelve months ended December 31, 2005 and 2004 was $332,722
and $248,885 respectively. Improvement in annual gross profit is primarily due
to the write-down of inventory in 2004 to the lower-of-cost-or-market.

Selling, General and Administrative Expenses
For the twelve months ended December 31, 2005 and 2004, total selling general
and administrative expenses were $3,828,921 and $630,216, respectively. The
twelve-month year-over-year increase of $3,198,705 was primarily due to an
increase in stock based compensation for professional services, founders and key
employees. In addition, SG&A increased to support increasing demand for the
Company's products as well as entrance into new product lines.

Other Income and Expense
Interest expense for the twelve months ended December 31, 2005 and 2004 was
$70,389 and $159,161 respectively. The twelve-month year-over-year decrease was
due to the renegotiation of notes in 2004 from 2% monthly interest to 2% annual
interest in addition to the settlement of notes in exchange for the Company's
common stock.


FINANCIAL CONDITION

From inception to December 31, 2005, we incurred an accumulated deficit of
$4,546,089, and we expect to incur additional losses for the foreseeable future.
This loss has been incurred through a combination of selling and operating
expenses related to expensing of stock, as well as in support of our plans to
expand sales and distribution channels, as well as to develop new products.


                                       23
<PAGE>

We have financed our operations since inception primarily through a combination
of debt and equity financing. During the twelve months ended December 31, 2005
we had a net increase of cash of $365,981. Total cash resources as of December
31, 2005 were $371,135, compared with $5,154 at December 31, 2004.

Our available working capital and capital requirements will depend on numerous
factors, including progress in our distribution and sales of our products, the
timing and cost of expanding into new markets, the cost of developing new
products, changes in our existing collaborative and licensing relationships, the
resources that we devote to developing new products and commercializing
capabilities, the status of our competitors, our ability to establish
collaborative arrangements with other organizations, our ability to attract and
retain key employees, our management of inventory and our need to purchase
additional capital equipment.


The Company's Liquidity Plan

Recent operating results give rise to concerns about the Company's ability to
generate cash flow from operations sufficient to sustain ongoing viability.
During 2005 the Company's cost control strategies focused on managing general
and administrative expenses through keeping headcount growth to a minimum,
amongst other things, and maintaining a focused marketing and sales strategy
that leverages existing channel partnerships.

In September, 2004 we commenced a private placement to sell up to 7,000,000
shares at a per share cost of $.25. We closed the financing on May 27, 2005
accepting no further subscription agreements pursuant to the September 2004
private placement offering, and have received proceeds of $729,500 in connection
with the financing.

On December 26, 2005, the Company began offering stock pursuant to its SB-2
registration statement declared effective by the Securities and Exchange
Commission on December 11, 2005. Pursuant to the terms of the Offering, the
Company is offering to certain investors up to 3,571,428 shares of the Company's
common stock for consideration of $0.35 per share. As of December 31, 2005, the
Company has received $1,246,550 in proceeds.

Management is currently in the process of seeking additional equity financing
with potential investors. There can be no assurance that such additional
financing will be obtained. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The Company's need to raise additional equity or debt financing and the
Company's ability to generate cash flow from operations will depend on its
future performance and the Company's ability to successfully implement business
and growth strategies. The Company's performance will also be affected by
prevailing economic conditions. Many of these factors are beyond the Company's
control. If future cash flows and capital resources are insufficient to meet the
Company's commitments, the Company may be forced to reduce or delay activities
and capital expenditures or obtain additional equity capital. In the event that
the Company is unable to do so, the Company may be left without sufficient
liquidity.



                                       24
<PAGE>

Outlook for Our Business

Due to strong secular trends in the action sports and power sports markets, we
have experienced significant revenue growth since 2002. We anticipate continued
revenue growth in the future due to our planned expansion of products,
distribution channels and our acquisition strategy. We intend to grow our
product lines going forward primarily through the use of existing cash flow. In
addition, we anticipate that we will raise additional capital through equity
financing, and intend to use proceeds from these additional financing rounds to
expand out product lines. We do not anticipate that significant capital
resources will be required to expand our distribution channels. We believe that
our existing relationships with athletes, vendors and manufacturers will be
sufficient to provide opportunities to enter into new markets and add new
distributors. We do however, intend to finance our acquisition strategy going
forward through additional rounds of equity financing as well as through the use
of our stock. If we fail to raise additional capital, our ability to implement
additional businesses that are a strategic fit to our own will be negatively
impacted.

Our revenue has grown from $337,258 in 2002 to $1,384,188 in 2004 and $1,389,163
in 2005. Our revenue growth has been and will continue to be dependent, in part,
on our ability to increase production and respond efficiently to market demand
for our products. In addition, we believe that continued revenue growth is
dependent, in part, on growing our distribution channels and retail points of
presence overseas.

We have increased our operating expenses to support the growth in our business
and to develop and market our products. Our wetsuit and graphics products are
our largest expenses and have increased as our revenue has increased. Our
personnel expenses are our next largest expense and consist of salaries,
commissions, benefit plans and other payroll costs. We intend to hire additional
personnel primarily in the areas of sales and marketing to support our
anticipated growth.


Off-Balance Sheet Arrangements

At December 31, 2005 the Company had no obligations that would qualify to be
disclosed as off-balance sheet arrangements.

Contractual Obligations

Operating lease obligations: Operating lease obligations consist of office
rental commitment for the Company's offices in San Clemente, California. The
lease extends through April 30, 2006 at a rate of $7,216 per month as follows:


                                       25
<PAGE>


              Year Ended December 31,
              ------------------------------------------
              2006                               28,864
              2007                               n/a
              2008                               n/a
              2009                               n/a
              2010                               n/a
                                                 -------
                                                 $28,864
              ------------------------------------------

Inflation

Although the operations of the Company are influenced by general economic
conditions, the Company does not believe inflation had a material effect on the
results of operations during the year ended December 31, 2005. However, there
can be no assurance the Company's business will not be affected by inflation in
the future.


ITEM 7. FINANCIAL STATEMENTS

The information required by this Item is submitted as a separate section of this
Form 10-KSB. See CONSOLIDATED FINANCIAL STATEMENTS AND NOTES on page 37.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. There were no reportable events of the type described in
Item 304(a)(1)(iv) of Regulation S-B.


ITEM 8A. CONTROLS AND PROCEDURES

(a) As required by Rule 13a-15(b) under the Exchange Act, we conducted an
evaluation, under the supervision and participation of our management, including
the Company's President and Chief Financial Officer (who is the principal
accounting officer) to evaluate the effectiveness of the Company's disclosure
controls and procedures and manage the Company's operations as of the end of the
period covered by this report.

Based on the evaluation, which disclosed no deficiencies or material weaknesses,
the Company's President and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective as of the end of the period
covered by this report.

(b) Changes in Internal Control Over Financial Reporting. Our President and
Chief Financial Officer have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.


                                       26
<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND ALL CONTROL PERSONS

In Compliance With Section 16(a) Of The Exchange Act As of December 31, 2005,
our executive officers, directors and key employees, their positions and their
ages are as follows:

DIRECTORS AND EXECUTIVE OFFICERS


Name                        Age            Position
---------                   -----          ------------------------

Donald Dallape              47             CEO, Chairman

Todd M. Pitcher             37             President and Director

Sheryl Gardner              46             CFO and Principal Accounting Officer

Scott Swendener             49             VP Logistics and Shipping

Geno Apicella               41             VP (Chain Store Accounts)

Craig Washington            43             Director


EXECUTIVE OFFICERS AND DIRECTORS


Don Dallape started in the apparel industry in 1986 after completing his
education at San Diego State University. Mr. Dallape was employed by Prestige
Manufacturing from 1998 through 2001 and has been employed by Execute Sports
(formerly Padova International USA, Inc.) since 2001. Since then, he has
provided consulting services in marketing and manufacturing for leading
companies such as Sony Signatures, JEM Sportswear, Walt Disney Corp.,
Quicksilver, O'Neil, Bear Surf and a number of other leading businesses
operating in the action sports lifestyle marketplace.

Todd M. Pitcher was appointed President and Secretary on December 16, 2005. Mr.
Pitcher is currently and has served as the Chairman of Execute Sports, Inc., a
publicly traded provider of IP management solutions since 2003. From 2002
through 2003, Mr. Pitcher served as President of 4Dcard, Inc., a multi-media
marketing company to the action sports market. From 2000 to 2002, Mr. Pitcher
was a principal of InverSel, a full-service consulting firm providing business
development and other related corporate services to client companies. Mr.
Pitcher has several years experience in the investment banking, business
consulting and equity research, serving as Director of Equity Research at Equity
Securities in Golden Valley, Minnesota and several other regional investment
banking firms. Mr. Pitcher has a B.A. in Philosophy from the University of
California at Berkeley and has attended graduate school at the University of
California at Santa Barbara and Claremont Graduate School.


                                       27
<PAGE>

Sheryl Gardner completed her education at the University of Alabama, Tuscaloosa
in 1985. Sheryl brings more than two decades experience and expertise in
contract and forensic accounting.

Scott Swendener completed his education at the University of California at Los
Angeles in 1978. Mr. Swendener was employed by Prestige Manufacturing from 1998
through 2001 and has been employed by Execute Sports (formerly Padova
International USA, Inc.) since 2001. Prior to that he was a licensed California
building contractor for 12 years and began his career in the apparel industry.
He has an extensive worldwide sourcing background with substantial expertise in
consulting and production of full package apparel programs to large retailers
such as Galyan's, Limited, Dick's Sporting Goods, Sports Authority and Big 5
Sporting Goods. Scott also brings extensive knowledge and experience in
manufacturing both hard and soft goods.

Geno Apicella was graduated from San Francisco State University in 1983. He was
the Executive Vice President of Zakk Sports from 1994 through 2001 and has been
employed by Execute Sports (formerly Padova International USA, Inc.) since 2001
Geno's innovative designs in wetsuits and ski vests are currently present in the
marketplace today. He is responsible for the marketing, design and distribution
for all watersports products at the company.

Craig Washington is a licensed CPA and Real Estate Broker. Prior to founding the
real estate firm where he is currently a principal, Washington Realty Group, in
2000, Mr. Washington served as an accountant at Arthur Anderson. Mr. Washington
was graduated from San Francisco State University in 1984.


16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, no officers, directors, beneficial owners of more than ten
percent of any class of our equity securities registered pursuant to section 12
of the Exchange Act or any other person subject to Section 16 of the Exchange
Act with respect to us, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year, which
ended December 31, 2005.


                                       28
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth, for the last three fiscal years, the
compensation earned for services rendered in all capacities by our chief
executive officer, chief financial officer and the other highest-paid executive
officers serving as such at the end of 2005 whose compensation for that fiscal
year was in excess of $100,000. The individuals named in the table will be
hereinafter referred to as the "Named Officers." No other executive officer of
Execute Sports, Inc. received compensation in excess of $100,000 during fiscal
year 2005.

--------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Long Term Compensation
                        Annual Compensation                   Awards                                Payouts
---------------------------------------------------------------------------------------------------------------------------------
(a)             (b)     (c)        (d)     (e)                (f)          (g)                      (h)              (i)
---------------------------------------------------------------------------------------------------------------------------------
<S>             <C>     <C>        <C>                        <C>          <C>                      <C>              <C>
                                                              Restricted
Name and                                                      Stock                                                  All Other
Principle               Salary     Bonus   Other Annual       Award(s)     Securities Underlying    LTIP Payouts     Compensation
Position        Year    ($)        ($)     Compensation ($)   ($)          Options/SARs (#)         ($)              ($)
---------------------------------------------------------------------------------------------------------------------------------

Don Dallape,    2005    $132,000   --      --                 $550,000     --                       --               --
CEO             2004    --         --      --                 --           --                       --               --
                2003    --         --      --                 --           --                       --               --
---------------------------------------------------------------------------------------------------------------------------------

Sheryl          2005    $72,000    --      --                 $100,000     --                       --               --
Gardner, CFO    2004    --                 --                 --           --                       --               --
                2003    --         --      --                 --           ---                      --               --
---------------------------------------------------------------------------------------------------------------------------------

Geno Apicella,  2005    $72,000    --      --                 $550,000     --                       --               --
VP Watersports  2004    --         --      --                 --           --                       --               --
                2003    --         --      --                 --           --                       --               --
---------------------------------------------------------------------------------------------------------------------------------

Scott           2005    $72,000    --      --                 $550,000     --                       --               --
Swendener, VP   2004    --         --      --                 --           --                       --               --
                2003    --         --      --                 --           --                       --               --
</TABLE>


OPTIONS AND STOCK APPRECIATION RIGHTS

We currently do not have any stock option plan for executive officers in place.

LONG TERM INCENTIVE PLAN AWARDS

No long-term incentive plan awards were made to any of our executive officers
during the last fiscal year.


                                       29
<PAGE>

COMPENSATION OF DIRECTORS

On January 2, 2006, the Company's board of directors approved the 2006
Non-Employee Director's Stock Incentive Plan subject to shareholder approval.
The Stock Incentive Plan provides for the issuance of Options, Restricted Stock,
and/or Deferred Stock to an Awardee. The total number of shares of Common Stock,
which may be awarded under the Plan is 1,500,000. If any awarded shares are
forfeited, they become available for future issuance. An annual aggregate limit
of 300,000 shares (including Options, Restricted Stock, and Deferred Stock) is
set for any individual Director.

The Stock Incentive Plan shall have a duration of ten years commencing on
January 1, 2006. Awardees are defined as director to whom an award is made. An
eligible director is any person who on the date of grant is a member of the
Board of Directors of the Company and is not an employee of the Company or of
any Subsidiary. Stock Options are non-qualified right-to-buy Options for the
purchase of Common Stock of the Company. The term of each Option shall be ten
years from the Date of Grant. The Option Price shall be the Fair Market Value of
Execute Sports, Inc. Common Stock on the date the Option is granted. Under no
circumstances shall any Option vest in less than one year from the date of
grant. Shares purchased upon exercise of an Option must be paid for in full at
the time of exercise either in cash or with currently owned shares. Neither the
Committee on Directors and Governance nor the Board of Directors may re-price
any Option that is less than the option exercise price. Restricted Stock is
Common Stock of the Company restricted as to sale in such fashion as the
Committee on Directors and Governance shall determine. Prior to the lifting of
the restrictions, the Awardee will be entitled to receive dividends from and to
vote the shares of Restricted Stock.

Executives' Compensation Policies

Compensation of our executives is intended to attract, retain and award persons
who are essential to the corporate enterprise. The fundamental policy of our
executive compensation program is to offer competitive compensation to
executives that appropriately rewards the individual executive's contribution to
corporate performance. The board of directors utilizes subjective criteria for
evaluation of individual performance and relies substantially on our executives
in doing so. The Board focuses on two primary components of our executives'
compensation program, each of which is intended to reflect individual and
corporate performance: base salary and long-term incentive compensation.

Executives' base salaries are determined primarily by reference to compensation
packages for similarly situated executives of companies of similar size or in
comparable lines of business with whom we expect to compete for executive talent
and with reference to revenues, gross profits and other financial criteria. The
Board also assesses subjective qualitative factors to discern a particular
executive's relative value to the corporate enterprise in establishing base
salaries.


                                       30
<PAGE>

It is the Board's philosophy that significant stock ownership by management
creates a powerful incentive for executives to build long-term shareholder
value. Accordingly, the board believes that an integral component of executive
compensation is the award of equity-based compensation, which is intended to
align executives' long-term interests with those of our shareholders. The board
believes that option grants should be considered on an annual basis.

Employment Agreements with Executive Officers

Execute Sports, Inc. has executed employment agreements with its top five
executive officers. Below is a summary of the major terms of these employment
agreements.


EMPLOYMENT AGREEMENTS

Todd Pitcher, President. Mr. Pitcher's employment with us is governed by an
employment agreement which provides for a base salary at the rate of seventy two
thousand ($72,000.00) per year under employment. In addition, the Company may
also provide Mr. Pitcher with bonuses in cash or other compensation.

Don Dallape, CEO. Mr. Dallape's employment with us is governed by an employment
agreement which provides for a base salary at the rate of one hundred and thirty
two thousand ($132,000.00) per year under employment. In addition to his base
salary, Mr. Dallape has been granted 2,500,000 shares of the Company's
restricted common stock. The Company may also provide Mr. Dallape with bonuses
in cash or other compensation.

Sheryl Gardner, CFO. Ms. Gardner's employment with us is governed by an
employment agreement which provides for a base salary at the rate of seventy two
thousand ($72,000.00) per year under employment. In addition to her base salary,
Mrs. Gardner has been granted 400,000 shares of the Company's restricted common
stock. The Company may also provide Ms. Gardner with bonuses in cash or other
compensation.

Scott Swendener, Vice-President. Mr. Swendener's employment with us is governed
by an employment agreement which provides for a base salary at the rate of
seventy two thousand ($72,000.00) per year under employment. In addition to his
base salary, Mr. Swendener has been granted 2,500,000 shares of the Company's
restricted common stock. The Company may also provide Mr. Swendener with bonuses
in cash or other compensation.

Geno Apicella, Vice-President of Watersports. Mr. Apicella's employment with us
is governed by an employment agreement which provides for a base salary at the
rate of seventy two thousand ($72,000.00) per year under employment. In addition
to his base salary, Mr. Apicella has been granted 2,500,000 shares of the
Company's restricted common stock. The Company may also provide Mr. Apicella
with bonuses in cash or other compensation.



                                       31
<PAGE>

ITEM 11. Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 31, 2005, by (i) each person known
by us to be the beneficial ownership of more than 5 percent of the outstanding
common stock, (ii) each director, (iii) each executive officer, and (iv) all
executive officers and directors as a group. The number of shares beneficially
owned is determined under the rules promulgated by the SEC, and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under those rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of the date
hereof, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Including those shares in the tables does not,
however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment power
(or shares that power with that person's spouse) with respect to all shares of
capital stock listed as owned by that person or entity. Unless otherwise
indicated, the address of each of the following persons is 1294 Puerta Del Sol,
Suite 150, San Clemente, CA 92673. .


Name                             Shares Beneficially Owned   Percent of Class
----                             -------------------------   ----------------

Todd M. Pitcher                                    400,000              2.14%
Donald Dallape                                   2,537,114             13.56%
Sheryl Gardner                                     556,000              2.97%
Scott Swendener                                  2,537,114             13.56%
Geno Apicella                                    2,500,000             13.36%
Craig Washington                                    20,000                  *
All Officers and
Directors as a Group                             8,550,228             45.71%


(*) means less than 1.0%


                                       32
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have described below transactions in the last two years between Execute
Sports and an officer, director, 5% stockholder or any of their immediate family
members that have been entered. For information about compensation paid in
connection with employment or Board service for Named Officers and directors,
see "Executive Compensation" beginning on page __.


Related Party Transactions.

In 2003, the Company issued unsecured promissory Notes (the "Notes") bearing 2%
interest per month to Don Dallape and Scott Swendener, two of our executive
officers, each of whom was also one of our directors, who provided financing to
our Company in the aggregate principle amount of $585,762.

In 2004, the Company issued additional unsecured promissory Notes (the "Notes")
bearing 2% interest per month to Don Dallape and Scott Swendener who provided
financing to our Company in the aggregate principle amount of $92,353.

Later in 2004, all of the Notes issued to Don Dallape and Scott Swendener were
converted to outside, non-affiliated individuals to the Company. In February
2005, the Notes were renegotiated by the Company to bear 2% annual interest, and
all unpaid back interest totaling $104,232 was converted to the Company's common
stock at $.25 per share, or 4 shares for each unpaid $1.00 of interest.

In 2004, the Company entered into a Consulting Agreement with Todd M. Pitcher to
provide business consulting services on an ongoing basis to the Company. Such
services included the maintaining of corporate minutes and related
administrative documentation, shareholder recordkeeping, debt restructuring and
distribution of shareholder reports. Under the terms of the Agreement the
Company paid Mr. Pitcher at a rate of $2,000.00 per month and a grant of 400,000
shares of the Company's restricted Common Stock.


                                       33
<PAGE>

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.


(a) Exhibits

      Financial Statements

      INDEPENDENT AUDITORS REPORT                                       F-1

      CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheet                                        F-3

      Consolidated Statements of Operations                             F-4

      Consolidated Statements of Stockholders' Equity                   F-5

      Consolidated Statements of Comprehensive Income                   F-6

      Consolidated Statements of Cash Flow                              F-7

      Supplemental Schedule of Business Acquired                        F-8

      Notes to Consolidated Financial Statements                        F-9


The following exhibits filed as part of this Form 10-KSB include both exhibits
submitted with this Report and those incorporated by reference to other filings:


2.1   Acquisition Agreement, dated as of January 16, 2006 by and between Execute
      Sports, Inc. and Pacific Sports Group, Inc. (Incorporated by reference
      with the Company's Form 8-K filed on January 19, 2006)

2.2   Financial statements of acquired company, Pacific Sports Group, Inc. dated
      as of December 31, 2005 and 2004 (Incorporated by reference with the
      Company's Form 8-K filed on March 20, 2006).

10.1  Entry into binding letter of intent between Execute Sports, Inc. and
      Pacific Sports Group, Inc. (Incorporated by reference with the Company's
      Form 8-K filed on January 3, 2006).


                                       34
<PAGE>

10.2  Non-Employee Directors Stock Incentive Plan (Incorporated by reference
      with the Company's Form 8-K filed on January 4, 2006).

10.3  Private Equity Credit Agreement with Skiva Graphics and Screen Printing
      (Incorporated by reference with the Company's Form 8-K filed on March 8,
      2006).

10.4  Secured Notes (Incorporated by reference with the Company's Form 8-K filed
      on March 27, 2006).

17.1  Resignation of Donald Dallape as President of Execute Sports, Inc. and
      appointment of Todd M. Pitcher as President and Secretary of Execute
      Sports, Inc. (Incorporated by reference with the Company's Form 8-K filed
      on December 21, 2005).

23.1  Consent of Independent Public Accountant, dated March 30, 2006

31.1  Rule 13a-15(e)/15d-15(e) Certification

32.1  Section 1350 Certification


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)   Audit Fees

      The aggregate fees billed for professional services rendered by Bedinger &
Company for the audit of the Registrant's annual financial statements, audit of
acquired company and review of the financial statements included in the
Registrant's Forms 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for fiscal year 2005 were $61,740. Additionally, Bedinger & Company has charged
$0 for tax preparation services for fiscal year 2005.


(2)   Audit Committee Policies and Procedures

      The Registrant does not have an audit committee. The Board of Directors of
the Registrant approved all of the services rendered to the Registrant by
Bedinger & Company for fiscal years 2004 and 2005.

(3)   Audit Work Attributed to Persons Other than Bedinger & Company's
      Full-time, Permanent Employees.

      Not applicable.


                                       35
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


Date:  March 30,  2006                    Execute Sports, Inc.

                                          By:  /s/ Todd M. Pitcher
                                               ------------------------
                                               Todd Pitcher
                                               President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


SIGNATURE TITLE DATE


/s/ Todd M. Pitcher            President & Secretary          March 30,  2006
-----------------------
Todd M. Pitcher

/s/ Sheryl Gardner             Chief Financial Officer and
-----------------------        Principle Accounting Officer
Sheryl Gardner


BOARD OF DIRECTORS

/s/ Don Dallape                Chairman                       March 30,  2006
-----------------------
Don Dallape

/s/ Todd M. Pitcher            Director
-----------------------
Todd M. Pitcher                                               March 30,  2006


/s/ Craig Washington           Director                       March 30,  2006
-----------------------
Craig Washington


                                       36
<PAGE>


                              EXECUTE SPORTS, INC.
                              --------------------

              REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                     --------------------------------------


                                       37
<PAGE>

CONTENTS
--------

                                                                           PAGE

Report of Independent Registered Public Accounting Firm.................   F-1-2

FINANCIAL STATEMENTS

     Consolidated Balance Sheet ........................................     F-3

     Consolidated Statements of Operations and Accumulated Deficit......     F-4

     Consolidated Statement of Stockholders' Equity ....................     F-5

     Consolidated Statements of Cash Flows .............................     F-6

     Supplemental Schedule of Non-Cash Investing and
     Financing Activities...............................................     F-7

     Notes to the Financial Statements .................................  F-8-27


                                       38
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------



Board of Directors Execute Sports, Inc.

We have audited the accompanying consolidated balance sheet of Execute Sports,
Inc. (the "Company"), as of December 31, 2005 and the related consolidated
statements of operations, stockholders' equity (deficit), comprehensive income
(loss), and cash flows for the years ended December 31, 2005 and December 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Execute Sports, Inc. as of December 31, 2005 and the related
consolidated statements of operations, stockholders' equity (deficit),
comprehensive income (loss), and cash flows for the years ended December 31,
2005 and December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.




                                      F-1
<PAGE>

Board of Directors
Execute Sports, Inc.
Page Two


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has suffered
recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management plans in regards to these matters are
also described in Note N. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                        /s/ Bedinger & Company
                                        ----------------------
                                        Certified Public Accountants
                                        Concord, California
                                        February 14, 2006




                                      F-2
<PAGE>


EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Consolidated Balance Sheet
December 31, 2005
--------------------------------------------------------------------------------

                                                                   December 31,
                                                                       2005
                                                                   ------------
ASSETS
CURRENT ASSETS
       Cash                                                        $    371,135
       Accounts receivable, net (Note B)                                143,338
       Inventory (Note C)                                               251,788
       Prepaid expenses (Note D)                                        364,729
       Loans receivable (Note E)                                        237,253
                                                                   ------------
          TOTAL CURRENT ASSETS                                        1,368,243

Fixed assets (Note F)
       Cost                                                              47,999
       Accumulated Depreciation                                         (35,706)
                                                                   ------------
       Net                                                               12,293

Goodwill (Note G)                                                     1,288,577
Deposits                                                                  5,760
                                                                   ------------

          TOTAL ASSETS                                             $  2,674,873
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
          Accounts payable and accrued expenses (Note H)                627,080
          Customer deposits                                              25,262
          Secured borrowings (Note B & I)                               284,801
          Notes Payable (Note J)                                        441,800
          Related party notes payable (Note J)                           75,466
                                                                   ------------
          TOTAL CURRENT LIABILITIES                                   1,454,409

COMMITMENT (Note K)                                                          --

STOCKHOLDERS' EQUITY (Note L)

          Common stock, par value $.001, 75,000,000 shares
            authorized authorized; issued and outstanding
            18,706,501 at December 31, 2005                              18,702

          Additional paid-in capital                                  4,958,951
          Common stock payable/subscribed                               788,900
          Retainediearningsl (Deficit)                               (4,546,089)
                                                                   ------------

          TOTAL STOCKHOLDERS' EQUITY                                  1,220,464
                                                                   ------------

          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                   $  2,674,873
                                                                   ============


                                      F-3
<PAGE>


EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Consolidated Statements of Operations
For the Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------

                                                             Years Ended
                                                             December 31,
                                                   ----------------------------
                                                       2005            2004
                                                   ------------    ------------
REVENUES
     Sales                                         $  1,389,163    $  1,384,188
     Cost of sales                                    1,056,441       1,135,303
                                                   ------------    ------------
         Gross profit                                   332,722         248,885

EXPENSES
     General and administrative expenses              3,582,721         384,486
     Selling and advertising                            240,247         237,802
     Depreciation expense                                 5,953           7,928
                                                   ------------    ------------
         Total expense                                3,828,921         630,216

         Income (loss) from operations               (3,496,199)       (381,331)

OTHER INCOME AND EXPENSES
     Interest income                                         11              --
     Other expense                                           (3)              2
     Interest expense                                   (70,389)       (159,161)
                                                   ------------    ------------
         Total other income and expenses                (70,381)       (159,159)

     NET INCOME (LOSS)                             $ (3,566,580)   $   (540,490)
                                                   ============    ============

     Weighted average shares outstanding             11,982,506              --
                                                   ============    ============

     Earnings per share                            $     (0.298)
                                                   ============    ============


                                      F-4
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.
Consolidated Statement of Stockholder's Equity
For the Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        Common Stock
                                          -----------------------------------------    Additional       Retained        Total
                                           Number of                     Payable/       Paid-in         Earnings     Stockholder's
                                            Shares        Amount        Subscribed      Capital         (Deficit)       Equity
                                          ----------   ------------    ------------   ------------    ------------   ------------
<S>                                       <C>          <C>             <C>            <C>             <C>            <C>
December 31, 2003                                                                                     $   (439,019)  $   ( 439,019)

Shares Subscribed
  (278,000 shares, $0.25 per share)                                          69,500                                        69,500
Shares payable for services
  (400,000 shares, $0.25 per share)                                         100,000                                       100,000
Net loss                                                                                                  (540,490)       (540,490)
                                          ----------   ------------    ------------   ------------    ------------   ------------
December 31, 2004                                 --   $         --    $    169,500   $         --    $    (979,509)  $   (810,009)

  Share subscriptions receivable                                                             (5,130)                        (5,130)
  Shares subscribed for cash               2,918,000           2,918        (69,500)        726,582                        660,000
  Shares issued in connection with SB-2    3,061,570           3,057        105,000       1,068,494                      1,176,551
  Shares payable for services             12,310,000          12,310       (100,000)      3,065,190                      2,977,500
  Shares payable for accrued interest        416,931             417                        103,815                        104,232
  Shares issued for acquisition                                             676,400                                        676,400
  Shares to be issued for
     director compensation                                                    7,500                                          7,500
  Net Loss                                                                                                (3,566,580)    (3,566,580)
                                          ----------   -------------   -------------  -------------   --------------  --------------
December 31, 2005                         18,706,501   $      18,702    $    788,900   $  4,958,951   $   (4,546,089)  $  1,220,464
                                          ==========   =============   =============  =============   ==============  =============
</TABLE>


                                      F-5
<PAGE>


EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Consolidated Statements of Cash Flows
For The Years Ended December 31, 2005 and 2004
--------------------------------------------------------------------------------

                                                          Years Ended
                                                           December 31,
                                                    --------------------------
                                                        2005           2004
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                               $(3,566,580)   $  (540,490)
    Adjustments to reconcile net loss
    to net cash used by operating activities:
       Depreciation                                      18,510          7,929
       Common stock payable for services              2,985,000             --
       Common stock payable for accrued interest        104,232        100,000
CHANGES IN CURRENT ASSETS AND CURRENT
    LIABILITIES:
    (Increase) decrease in current assets:
       Accounts receivable                              (35,630)       (22,900)
       Inventory                                       (140,047)       187,445
       Prepaid expenses                                (283,222)       (81,507)
    Increase (decrease) in current liabilities:
       Accounts payable and accrued expenses            168,663        157,593
       Customer deposits                                 25,262             --
                                                    -----------    -----------
       NET CASH USED FOR OPERATING ACTIVITIES          (723,812)      (191,930)

CASH FLOWS FROM INVESTING ACTIVITIES:
       Increase in goodwill                          (1,288,577)            --
       Loan proceeds to unaffiliated company           (237,253)            --
       Acquisition of furniture and equipment           (12,556)        (6,406)
                                                    -----------    -----------
       NET CASH USED FOR INVESTING ACTIVITIES        (1,538,386)        (6,406)

CASH FLOWS FROM FINANCING ACTIVITIES:
       Increase in deposits                              (2,200)            --
       Shares payable for acqusition                    676,400             --
       Common stock subscribed                               --         69,500
       Issuance of common stock                       1,831,421             --
       Proceeds from notes payable                      105,376             --
       Repayment of notes payable                      (178,376)            --
       Proceeds from related party notes payable         28,016         29,038
       Repayment of related party notes payable         (52,551)            --
       Secured borrowings                               220,093         64,708
                                                    -----------    -----------
       NET CASH PROVIDED  BY FINANCING ACTIVITIES     2,628,179        163,246

NET INCREASE (DECREASE) IN CASH                         365,981        (35,090)

CASH, beginning of period                                 5,154         40,244
                                                    -----------    -----------
CASH, end of period                                 $   371,135    $     5,154
                                                    ===========    ===========
SUPPLEMENTAL DISCLOSURE:
      Taxes paid                                    $     2,570    $     1,088
      Interest paid                                 $    21,572    $   108,576

Other non-cash investing and financing activities
      Shares issued for services                    $ 2,985,000    $        --
      Shares issued for accrued interest            $   104,232    $        --


                                      F-6
<PAGE>


Pacific Sports Group, Inc.
Balance Sheet
December 31, 2005
--------------------------------------------------------------------------------
The Company acquired 100% of the outstanding stock of Pacific Sports Group, Inc.
as further described in Note G & P. The fair value of the assets and liabilities
of Pacific Sports Group, Inc. were as follows at December 31, 2005:

ASSETS
------
CURRENT ASSETS
--------------
       Cash                                                          $  48,320
       Accounts receivable                                              45,079
       Inventory                                                        38,368
       Prepaid expenses                                                  2,255
       Prepaid services                                                 25,000
                                                                     ---------
           TOTAL CURRENT ASSETS                                        159,022
Deposits                                                                 2,200
                                                                     ---------
           TOTAL ASSETS                                              $ 161,222
                                                                     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
-------------------
       Accounts payable and accrued expenses                           218,485
       Customer deposits                                                25,262
       Due to related entity                                           150,000
       Secured borrowings                                              274,276
       Notes Payable                                                   105,376
                                                                     ---------
           TOTAL CURRENT LIABILITIES                                   773,399
                                                                     ---------

COMMITMENT

STOCKHOLDERS' EQUITY
--------------------

           Common stock, zero par value, 30,000,000 shares
             authorized; issued and outstanding 4,140,000 and 0 at
              December 31, 2005 and 2004, respectively                      --
           Additional paid-in capital                                   35,000
           Common stock payable                                         50,000
           Retainedtearningsa (Deficit)                               (697,177)
                                                                     ---------
           TOTAL STOCKHOLDERS' EQUITY                                 (612,177)
                                                                     ---------
           TOTAL LIABILITIES AND
             STOCKHOLDERS' EQUITY                                    $ 161,222
                                                                     =========


                                       F-7
<PAGE>


EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Execute Sports, Inc. (formerly Padova International U.S.A., Inc.) (the Company)
markets and sells water sports clothing and apparel and motorcycle accessories.
The Company was certified as incorporated in the State of Nevada officially on
March 13, 2002 and filed the Articles of Incorporation on January 30, 2002.

On March 3, 2005 the Company changed its name from Padova International U.S.A.,
Inc. (DBA Execute Sports) to Execute Sports, Inc.

Summary of Significant Accounting Principles

Basis of Presentation

The financial statements include the accounts of Execute Sports, Inc. (formerly
Padova International U.S.A., Inc.) under the accrual basis of accounting.

Accounting estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

Accounts receivable

Accounts receivable are reported at the customers' outstanding balances less any
allowance for doubtful accounts. Interest is not accrued on overdue accounts
receivable. The Company evaluates receivables on a regular basis for potential
reserve. During the year ended December 31, 2005, the allowance for doubtful
accounts did not increase from $4,000 at December 31, 2004.


                                      F-8
<PAGE>


EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable (Continued)

The Company has entered into a factoring agreement with JD Factors. In the
agreement JD Factors will provide account receivable financing and factoring to
the Company. JD Factors will purchase from the Company the accounts receivable
and may pay a portion of the purchase price, or lend money to the Company based
upon accounts receivable of the Company.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using
the average costing method. Management performs periodic assessments to
determine the existence of obsolete, slow moving and non-salable inventories,
and records necessary provisions to reduce such inventories to net realizable
value.

Property and equipment

Property and equipment are stated at cost. Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.

Depreciation is provided using the 200% declining balance method. It is
calculated over recovery periods as prescribed by management that range from 5
years for equipment to 7 years for furniture.

Long-lived assets

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may no longer be appropriate. The
Company assesses recoverability of the carrying value of an asset by estimating
the future net cash flows expected to result from the asset, including eventual
disposition. If the future net cash flows are less than the carrying value of
the asset, an impairment loss is recorded equal to the difference between the
asset's carrying value and fair value.



                                      F-9
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition policy

Revenue from the sale of water sports clothing and apparel, and motorcycle
accessories are recognized when the earning process is complete and the risk and
rewards of ownership have transferred to the customer, which is generally
considered to have occurred upon the shipment to the customer.

Shipping and handling costs

The Company's policy is to classify shipping and handling costs as selling,
general and administrative expenses.

Advertising

The Company expenses all advertising costs as incurred. For the years ended
December 31, 2005 and 2004 the Company incurred approximately $50,212 and
$90,000 in advertising expenses, respectively.

Loss per common share

The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic loss per share is calculated using the weighted average number of common
shares outstanding in the period. Diluted loss per share includes potentially
dilutive securities such as outstanding options and warrants, using the
"treasury stock" method and convertible securities using the "if-converted"
method. There were no adjustments required to net loss for the period presented
in the computation of diluted earnings per share.

Issuance of common stock

The issuance of common stock for other than cash is recorded by the Company at
management's estimate of the fair value of the assets acquired or services
rendered.


                                      F-10
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Comprehensive loss

The Company adopted Financial Accounting Standards Board Statement of Financial
Standards No. 130, "Reporting Comprehensive Income", which establishes standards
for the reporting and display of comprehensive income and its components in the
financial statements. There were no items of comprehensive income (loss)
applicable to the Company during the periods covered in the financial
statements.

Income taxes

On November 1, 2004, the Company legally amended its Articles of Incorporation
to make the transition from an S-Corporation to a C-Corporation. Prior to that
the S Corporation was not a tax paying entity for federal or state income tax
purposes and thus no provision for income taxes was recognized. Subsequent to
the change the Company began recognizing the full valuation for deferred tax
assets (See Note M).

Impact of accounting standards

In November 2004, the FASB issued SFAS 151, Inventory Costs--an amendment of ARB
No. 43, Chapter 4. The Statement amends the guidance of ARB No. 43, Chapter 4,
Inventory Pricing, by clarifying that abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized as
current-period charges and by requiring the allocation of fixed production
overheads to inventory based on the normal capacity of the production
facilities. The adoption of SFAS 151 did not have any impact on the Company's
financial condition or results of operations.

In December 2004, the FASB issued a revision to SFAS 123 (revised 2004),
Share-Based Payment. The revision requires all entities to recognize
compensation expense in an amount equal to the fair value of share-based
payments granted to employees. The statements eliminates the alternative method
of accounting for employee share- based payments previously available under APB
25. The provisions of SFAS 123R are effective as of the first interim period
that begins after June 15, 2005. The Company does not believe that this recent
accounting pronouncement will have a material impact on their financial position
or results of operations.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary
Assets-amendment of APB Opinion No. 29". Statement 153 eliminates the exception
to fair value for exchanges of similar productive assets and replaces it with a
general exception for exchange transaction that do not have commercial
substance, defined as transaction that are not expected to result in significant
changes in the cash flows of the reporting entity. This statement is effective
for exchanges of nonmonetary assets occurring after June 15, 2005. The Company
does not believe that this recent accounting pronouncement will have a material
impact on their financial position or results of operations.


                                      F-11
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impact of accounting standards (Continued)

In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes and
Error Corrections" ("SFAS 154"), which replaces APB Opinion No. 20, Accounting
Changes, and FASB Statement No. 3, "Reporting Accounting Changes in Interim
Financial Statements". Among other changes, SFAS 154 requires that voluntary
change in accounting principle or a change required by a new accounting
pronouncement that does not include specific transition provisions be applied
retrospectively with all prior period financial statements presented on the new
accounting principle, unless it is impracticable to do so. SFAS 154 also
provides that (1) a change in method of depreciating or amortizing a long-lived
non-financial asset be accounted for as a change in estimate (prospectively)
that was effected by a change in accounting principle, and (2) correction of
errors in previously issued financial statements should be termed a
"restatement." SF AS 154 is effective for accounting changes and correction of
errors made in fiscal years beginning after June 15, 2005. Accordingly, the
Company is required to adopt the provisions of SF AS 154 in the first quarter of
fiscal 2006, beginning on January 1, 2006. The Company is currently evaluating
the effect that the adoption of SF AS 154 will have on its consolidated results
of operations and financial condition but does not expect SF AS 154 to have a
material impact.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. In the year
ended December 31, 2005, the Company's four largest customers accounted for 71%
(41%, 10%, 10% and 10%) of accounts receivable. In the year ended December 31,
2004, the Company's three largest customers accounted for 85% (48%, 22% and 14%)
of accounts receivable.

For the year ended December 31, 2005, two customers individually accounted for
approximately 64% of sales (51% and 13%). For the year ended December 31, 2004,
four customers individually accounted for approximately 71% of sales (32%, 15%,
13% and 11%).


                                      F-12
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of credit risk (Continued)

For the year ended December 31, 2005 and 2004, approximately 20% and 18%,
respectively, of the Company's net sales were made to customers outside the
United States.

The Company is dependent of third-party manufacturers and distributors for all
of its supply of inventory. For the year ended December 31, 2005, the Company's
largest supplier accounted for 80% of product purchases. For the year ended
December 31, 2004, the Company's three largest suppliers accounted for 73% of
product purchases. The Company is dependent on the ability of its suppliers to
provide products and services on a timely basis and on favorable pricing terms.
The loss of certain principal suppliers or a significant reduction in product
availability from principal suppliers could have a material adverse effect on
the Company.

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at
December 31, 2005 and 2004, as defined in FASB 107, does not differ materially
from the aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies. Considerable judgment is required in interpreting
market data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

NOTE B - ACCOUNTS RECEIVABLE

On September 12, 2005, the Company entered into a factoring agreement with JD
Factor ("Factor") subsequent to terminating our factoring agreement with
Benefactor Funding Corp. in August 2005. The Factor purchases certain customer
accounts receivable on a non-recourse basis with certain broad exceptions. The
Factor initially advances 80% of the amount of the invoice with the remainder,
less fees, paid to the company once the customer pays the invoice. The Company
performs substantially all collection efforts. Under certain circumstances the
Factor has the right to charge back to the company for specific invoices. The
interest rate charged to the Company varies depending on the age of the
receivable upon customer payment. The factoring agreement is collateralized by
substantially all Company assets.


                                      F-13
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE B - ACCOUNTS RECEIVABLE (Continued)

The Company is reporting the factoring agreement as a secured borrowing in
accordance with FAS 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities". As of December 31, 2005 and 2004,
the balance due to the Factor was $10,525 and $64,708, respectively,
collateralized by the factored receivables of $28,755 and $80,885, respectively.

The accounts receivable balance as of December 31, 2005 is reported net of an
allowance for doubtful accounts of $4,000.

NOTE C - INVENTORY

Inventories are comprised of finished goods ready for resale and are stated at
the lower of cost or market, as determined using the average costing method. The
following table represents the major components of inventory at December 30,
2005 and 2004.

                   2005       2004
                 --------   --------
Finished goods   $251,788   $111,741
                 ========   ========

NOTE D - PREPAID EXPENSES

Prepaid expenses as of December 30, 2005 consists of $362,474 related to
professional services (see Note L) paid with the Company's common stock and
$2,255 of prepaid tradeshow costs.

$25,000 of the prepaid professional services relates to Pacific Sports Group,
Inc. ("PSG"), which was acquired and included as part of these consolidated
financials (see Note P). PSG issued 100,000 shares of its common stock for
endorsement and promotion of a new product in their existing line of snowboards
by a known singer. Subsequent to delivery of the stock it was discovered that
the singer was already in contract, which superseded any and all contracts. PSG
and now the Company are seeking legal remedy to cancel the outstanding shares.
PSG and now the Company has accrued an amount equal to the shares valued at
$0.25 per share, fair value, in their prepaid expenses, common stock and
additional paid in capital at December 31, 2005. The outcome of the legal
proceedings is unknown as of the date of the report.


                                      F-14
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE E - LOANS RECEIVABLE

During the year ended December 31, 2005, the Company made strategic loans
totaling $237,253 for potential future association to an unaffiliated company
that accrues interest at 2% per year and due 12 months from the date of draw.
The total loans outstanding to the unaffiliated company are $237,253.

NOTE F - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2005 and 2004 consist of the following:

                                    2005         2004
                                  --------    --------
Computer and office equipment     $ 34,456    $ 24,700
Furniture and fixtures               2,281       2,281
Machinery and equipment             11,262       8,462
                                  --------    --------
                                    47,999      35,443
Less:  Accumulated Depreciation    (35,706)    (17,197)
                                  --------    --------
                                  $ 12,293    $ 18,246
                                  ========    ========

Depreciation expense for the years ended December 31, 2005 and 2004 was $5,953
and $7,928, respectively.

NOTE G - GOODWILL

On December 28, 2005, the Company and the stockholders of PSG entered into a
binding letter of intent providing for the acquisition of PSG by the Company in
a step transaction.

Under the terms of the purchase agreement, as filed on January 3, 2006, the
Company agreed to purchase 100% of the issued and outstanding stock of PSG as of
December 31, 2005. Pursuant to the terms of the agreement, PSG received $150,000
and 1,932,571 shares of the Company's stock in exchange for their issued and
outstanding stock of PSG.

The goodwill balance of $1,288,577 is calculated as the total consideration of
$826,400 ($150,000 in cash and 1,932,571 shares valued at $0.35, or $676,400)
plus assumed liabilities and debt of $623,399 less assets acquired of $161,222.


                                      F-15
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE H - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2005 and 2004 consist of
the following:

                                       2005       2004
                                     --------   --------
Payables to vendors                  $225,995   $126,769
Payables for inventory                330,668    230,903
Payables for professional services     35,364     17,400
Accrued payroll                        17,104         --
Accrued interest                       10,719     74,382
Accrued taxes                           7,230      8,963
                                     --------   --------
                                     $627,080   $458,417
                                     ========   ========

NOTE I - SECURED BORROWINGS

In connection with the purchase of Pacific Sports Group, Inc., the Company
assumed their liabilities. PSG had entered into an agreement with Internet LC to
secure financing for production in exchange for the assignment of international
letters of credit ("LC") issued to the company from various customers. Internet
LC typically advances up to 80% of the face amount of the LC. Upon delivery of
goods by the company to the customer, Internet LC collects against the LC and
remits back to the Company any amounts owed less interest and fees. The
agreement provides that Internet LC will receive interest at the rate of 2% per
month on amounts loaned. As of December 31, 2005 and 2004, the Company owed
Internet LC principle, interest and fees of $275,462 and $131,778, respectively.

In July 2005, PSG entered into an agreement with Rocklan Credit Finance, LLC
(Rocklan) to secure financing for production up to $300,000 in exchange for the
assignment of domestic letter's of credit ("LC") issued to the company from
various customers. Rocklan typically advances up to 100% of the product cost.
Upon delivery of goods by the company to the customer, Rocklan collects against
the LC and remits back to the Company any amounts owed less interest and fees.
The agreement provides that Rocklan will receive interest at the rate of 3.5%
per transaction on amounts loaned. As of December 31, 2005 and 2004, the Company
was due $1,186 from Rocklan.

On September 12, 2005, the Company entered into a factoring agreement with JD
Factor (See Note B). As of December 31, 2005 and 2004, the balance due to the
Factor was $10,525 and $64,708.


                                      F-16
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE I - SECURED BORROWINGS (Continued)

The Company is reporting the lines of credit as secured borrowing in accordance
with FAS 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". As of December 31, 2005 and 2004, the net
balance due to the Factors was $284,801 and $64,708.

NOTE J - NOTES PAYABLE

Notes payable at December 31, 2005 and 2004, are as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                     2005       2004
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>
Unsecured demand note payable to Ron and Dori Arks, bearing interest at 1.5% per month             $     --     29,800
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Ron and Dori Arks, bearing interest at 2% per year                  27,125     35,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Myrwood and Coral Guy, bearing interest at 2% per year              64,825    100,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Ty Guy, bearing interest at 2% per year                             54,824     90,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to John Helms, bearing interest at 2% per year                        174,825    210,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to New Heart Ministries, bearing interest at 2% per year               14,825     50,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Kenny Huseman, bearing interest at 10% per year                      8,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Steve Baughn, bearing interest at 11.5% per month                   27,000
----------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Pacific Sports Incestors LLC, bearing interest at 10% per year      70,376
----------------------------------------------------------------------------------------------------------------------
                                                                                                   $441,800   $514,800
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-17
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE J - NOTES PAYABLE (Continued)

Related party Notes payable at December 31, 2005 and 2004, are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                                2005        2004
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>          <C>
Unsecured demand note payable to Sheryl Gardner , bearing interest at 2% per month                          100,000
-------------------------------------------------------------------------------------------------------------------
Unsecured note payable to Donald A. Dallape, President, bearing interest at 2% per year          1,000
-------------------------------------------------------------------------------------------------------------------
Unsecured note payable to Scott Swendener, Vice-President, bearing interest at 2% per year       1,000
-------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Sheryl Gardner , bearing interest at 2% per year               64,825
-------------------------------------------------------------------------------------------------------------------
Unsecured note payable to Geno Apicella, Vice-President, non-interst bearing                     8,641
-------------------------------------------------------------------------------------------------------------------
                                                                                              $ 75,466   $ 100,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Total interest expense recognized during the years ended December 31, 2005 and
2004 was $57,669 and $153,253, respectively.

NOTE K - COMMITMENT

During the fiscal year ended December 31, 2005, the Company leased office and
warehouse space at a rate of $6,806 per month with lease terms extending through
April 30, 2006. Future lease payments under this operating lease are as follows:

<TABLE>
<CAPTION>
        Location                 Approximate Square Feet             Current Lease Term      Monthly Rent   Total Commitment
----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                             <C>                          <C>           <C>
1284 Puerta Del Sol Suite 150           8,883                    January 1, 2006 through       $ 7,216      $  28,864
                                                                    April 30, 2006                          ---------

Total Future Commitments                                                                                    $  28,864
                                                                                                            =========
</TABLE>

The Company incurred $81,672 and $63,960 in rent expense during the fiscal years
ended December 31, 2005 and 2004, respectively.


                                      F-18
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE L - STOCKHOLDERS' EQUITY

On August 18, 2004, the Company entered into a service contract valued at
$100,000 in exchange for 400,000 shares of common stock, which represents the
fair market value of the stock as of that date. The contract term is 24 months.
For the year ended December 31, 2005 and 2004, the company recognized $50,000
and $18,493, respectively of expense in connection with this contract with the
remaining balance of $31,507 accounted for as prepaid expense.

On March 1, 2004, the Company entered into a service contract valued at $62,500
in exchange for 250,000 shares of common stock, which represents the fair market
value of the stock as of that date. The contract term is 24 months. For the year
ended December 31, 2005, the company recognized $26,113 of expense in connection
with this contract with the remaining balance of $36,387 accounted for as
prepaid expense.

On September 9, 2004, the Company commenced a limited Private Placement
Memorandum (PPM) to raise up to $1,750,000 through the sale of the Company's
common stock at a price of $0.25 per share. During the year ended December 31,
2004, the Company received $69,500 in exchange for 278,000 shares of common
stock. Also in connection with the PPM, during the year ended December 31, 2005,
the Company received $654,870 in cash and $5,130 in commitments in exchange for
2,640,000 shares of common stock. In total, the PPM resulted in the issuance of
2,918,000 shares of common stock.

On January 2, 2005, the Company agreed to pay their SEC attorney 100,000 shares
of common stock valued at $25,000 which represents the fair market value of the
stock as of that date for services rendered during the quarter ended March 31,
2005. We expensed the full value of the common stock during the quarter ended
March 31, 2005.

As of February 28, 2005, all of the notes payable outstanding at December 31,
2004, totaling $614,800, were cancelled and new notes payable were issued
accruing interest at 2% per annum until February 28, 2006. At that time, the
remaining outstanding principal balance and all interest accrued but unpaid can
be paid with the Company's common stock at a conversion price of $0.25 per share
for every dollar of interest owed to the note holder. All interest accrued but
unpaid as of February 28, 2005 was converted to the Company's common stock at
the conversion price of $0.25 per share for every dollar of interest owed to the
note holder representing an addition to stockholders' equity of approximately
$104,232 and 416,931 shares of common stock.

In April 2005 the Company agreed to issue 8,500,000 shares of its common stock
to its founding members and key employees for value received of $2,125,000, or
$0.25 per share.


                                      F-19
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE L - STOCKHOLDERS' EQUITY (Continued)

The company issued 3,060,000 shares of its common stock in consideration for
professional and consulting services to be rendered valued at $765,000, or $0.25
per share. For the year ended December 31, 2005, the company recognized $495,420
of expense in connection with these contracts with the remaining balance of
$269,580 accounted for as prepaid expense.

The Company did not issue any stock for the years ending December 31, 2003, 2004
or the six month period ending June 30, 2005. From July 22, 2005 through August
9, 2005, the Company issued 15,644,931 shares of common stock related to the
items above. Our earnings per share calculation in the Statement of Operations
is on an "if-issued" basis and reflects the weighted average common stock that
would have been outstanding had all shares that were purchased for cash and all
shares that would be issued for services had been issued on the date of purchase
or contract date for services.

During the fourth quarter of fiscal year 2005, the Company received net proceeds
of $1,176,550 and issued 3,061,570 shares of common stock with $105,000, or
300,000 shares unissued and included in common stock payable as of December 31,
2005. These shares were issued pursuant to the company's SB-2 registration
statement originally filed with the Securities and Exchange Commission on June
16, 2005 with final approval occurring on September 27, 2005, our final amended
SB-2/A filing.

On December 31, 2005, the Company's board of directors approved the issuance of
21,428 shares of common stock payable to Craig Washington, Director for services
rendered during fiscal year 2005. The shares were valued at fair market value,
or $0.35 resulting in compensation expense of $7,500.

On December 28, 2005, the Company and the stockholders of PSG entered into a
binding letter of intent providing for the acquisition of PSG by the Company. As
of December 31, 2005, the company owes the PSG shareholder's 1,932,571 shares of
common stock valued at $0.35, or $676,400 (See Note G).

NOTE M - NET OPERATING LOSS CARRY FORWARD

In assessing the ability to realize deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment. At December 31, 2005 a
valuation allowance for the full amount of the net deferred tax asset was
recorded because of uncertainties as to the amount of taxable income that would
be generated in future years.


                                      F-20
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE M - NET OPERATING LOSS CARRY FORWARD


                      United States   Corporation Income Taxes
-------------------    -----------   -----------------------------
Period of Loss           Amount      Expiration Date
-------------------    -----------   -----------------------------
December 31, 2005      $3,566,580     December 31, 2025
-------------------    -----------    -----------------------------
December 31, 2004      $  420,935     December 31, 2024

Prior to November 2004 the Company was organized as an S-Corporation and all
losses were distributed and recognized through the tax returns of the owners.

The loss for the fiscal year ended December 31, 2005 was $3,566,580. As of
December 31, 2005 a valuation allowance for the full amount of the net deferred
tax asset has been recognized over the periods for $1,426,632 based on an
anticipated tax rate of 40%.

NOTE N - GOING CONCERN AND MANAGEMENT'S PLANS

The Company has suffered recurring losses from operations since inception. In
addition, the Company has yet to generate an internal cash flow from its
business operations. These factors give raise substantial doubt about its
ability to continue as a going concern.

Management's plans with regard to these matters encompass the following actions:
1) obtain funding from new investors to alleviate the Company's working capital
deficiency, and 2) implement a plan to generate additional sales. The Company's
continued existence is dependent upon its ability to resolve its liquidity
problems and increase profitability in its current business operations. However,
the outcome of management's plans cannot be ascertained with any degree of
certainty. The accompanying financial statements do not include any adjustments
that might result from the outcome of these risks and uncertainty.

NOTE O - SUBSEQUENT EVENTS (Unaudited)

On January 2, 2006, the Company's board of directors approved the 2006
Non-Employee Director's Stock Incentive Plan subject to shareholder approval.

On January 31, 2006, the Company borrowed $20,000 from an individual at an
interest rate of 12% per annum, due on or before July 30, 2006, secured by
80,000 shares of Company stock.


                                      F-21
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE O - SUBSEQUENT EVENTS (Unaudited) (Continued)

On February 13, 2006, 1,000,000 shares of common stock previously issued to the
founders and president (300,000 Don Dallape, 300,000 Scott Swedener, 300,000
Geno Apicella and 100,000 Todd Pitcher) were retired by each shareholder in an
effort to improve the Company's capital structure.

The following stock related transactions occurred subsequent to December 31,
2005:

      o     On January 3, 2006, the Company issued 300,000 shares of common
            stock for which we had received funds during the year ended December
            31, 2005 pursuant to our SB-2/A;

      o     On March 6, the Company issued 21,428 shares to Craig Washington,
            Director, for services rendered in fiscal year 2005;

      o     On January 3, 2006, the Company received $5,000 for which 14, 286
            shares had been issued during 2005 pursuant to our SB-2/A;

      o     On January 3, 2006, the Company received $70,000 in exchange for
            200,000 shares of common stock that were issued pursuant to our
            SB-2/A;


                                      F-22
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE P - ACQUISITION OF PACIFIC SPORTS GROUP, INC. ("PSG")

On December 28, 2005, the Company and the stockholders of PSG entered into a
binding letter of intent providing for the acquisition of PSG by the Company in
a step transaction.

Under the terms of the purchase agreement, as filed on January 3, 2006, the
Company agreed to purchase 100% of the issued and outstanding stock of PSG as of
December 31, 2005. Pursuant to the terms of the agreement, PSG received $150,000
and 1,932,571 shares of the Company's stock in exchange for their issued and
outstanding stock of PSG.

The following summarized consolidated pro forma balance sheets and statements of
revenue and expenses assume the acquisition occurred as of January 1, 2005 (the
most recent audited year-end financial statements of the Company) and January 1,
2004 and for the years ended December 31, 2005 and December 31, 2004. The
unaudited pro forma consolidating financial statements are based on available
information and the assumptions and adjustments described in the accompanying
notes. The unaudited pro forma consolidating financial statements do not purport
to represent what the results of operations actually would have been if the
events described had occurred as of the dates indicated or what such results
will be for any future periods.


                                      F-23
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

Execute Sports, Inc.
Consolidated Pro Forma Balance Sheet
December 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        Pacific Sports     Execute                        December 31,
                                                          Group, Inc.    Sports, Inc.                        2005
                                                         December 31,    December 31,       Pro Forma      Pro Forma
                                                            2005            2005              Entries     Consolidated
                                                         ------------    ------------       -----------   ------------
<S>                                                      <C>             <C>                <C>           <C>
ASSETS
CURRENT ASSETS
       Cash                                              $     48,320    $    322,815                     $    371,135
       Accounts receivable, net                                45,079          98,259                          143,338
       Inventory                                               38,368         213,420                          251,788
       Prepaid expenses                                        27,255         337,474                          364,729
       Loans receivable                                            --         237,253                          237,253
                                                         ------------    ------------       -----------   ------------
            TOTAL CURRENT ASSETS                              159,022       1,209,221                --      1,368,243

Fixed assets
       Cost                                                    12,556          35,443                           47,999
       Accumulated Depreciation                               (12,556)        (23,150)                         (35,706)
                                                         ------------    ------------       -----------   ------------
       Net                                                         --          12,293                --         12,293

Investments, stock issued                                                     676,400(2)       (676,400)            --
Investments, Cash                                                             150,000(1)       (150,000)            --
Goodwill                                                                                      1,288,577      1,288,577
Deposits                                                        2,200           3,560                            5,760
                                                         ------------    ------------       -----------   ------------
            TOTAL ASSETS                                 $    161,222    $  2,051,474       $   462,177   $  2,674,873
                                                         ============    ============       ===========   ============
LIABILITIES AND STOCKHOLDERS' EQUITY                                     $  1,056,400

CURRENT LIABILITIES
       Accounts payable and accrued expenses             $    218,485    $    408,595                     $    627,080
       Customer deposits                                       25,262              --                           25,262
       Due to related entity                                  150,000              --(1)        (150,000)           --
       Secured borrowings                                     274,276          10,525                          284,801
       Notes Payable                                          105,376         336,424                          441,800
       Related party notes payable                                 --          75,466                           75,466
                                                         ------------    ------------       -----------   ------------
            TOTAL CURRENT LIABILITIES                         773,399         831,010          (150,000)     1,454,409

       Long term debt                                              --              --                               --
                                                         ------------    ------------       -----------   ------------
            TOTAL LIABILITIES                                 773,399         831,010          (150,000)     1,454,409

COMMITMENT                                                         --              --                               --

STOCKHOLDERS' EQUITY

            Common stock par value $.001,
              75,000,000 shares authorized, 18,706,501
              issued and outstanding                               --          18,702                --         18,702
            Additional paid-in capital                         35,000       4,958,951(2)        (35,000)     4,958,951
            Common stock payable/subscribed                    50,000         788,900(2)        (50,000)       788,900
            Accumulated deficit                              (697,177)     (4,546,089)(2)       697,177     (4,546,089)
                                                         ------------    ------------       -----------   ------------

            TOTAL STOCKHOLDERS' EQUITY                       (612,177)      1,220,464           612,177      1,220,464
                                                         ------------    ------------       -----------   ------------
            TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                       $    161,222    $  2,051,474       $   462,177   $  2,674,873
                                                         ============    ============       ===========   ============

</TABLE>

(1)   Represents cash paid to Pacific Sports Group, Inc. upon the execution of
      the Letter of Intent
(2)   The company issued an adjusted 1,932,571 shares of common stock to the
      shareholders of Pacific Sports Group, Inc. ($676,400 to common stock
      payable/subscribed), in additon to $150,000 in cash and elimination of the
      accumulated deficit prior to the acqusition.


                                      F-24
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

Execute Sports, Inc.
Consolidated Pro Forma Balance Sheet
December 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           Pacific Sports     Execute                         December 31,
                                                             Group, Inc.    Sports, Inc.                          2004
                                                            December 31,    December 31,       Pro Forma       Pro Forma
                                                                2004           2004              Entries      Consolidated
                                                            ------------    ------------       ------------   ------------
<S>                                                         <C>             <C>                <C>            <C>
ASSETS
CURRENT ASSETS
      Cash                                                  $    151,691    $   (144,846)                     $      6,845
      Accounts receivable, net                                    45,708         107,708                           153,416
      Inventory                                                       --         111,741                           111,741
      Prepaid expenses                                                --          81,507                            81,507
                                                            ------------    ------------       ------------   ------------
          TOTAL CURRENT ASSETS                                   197,399         156,110                 --        353,509

Fixed assets
      Cost                                                        12,556          35,443                            47,999
      Accumulated Depreciation                                   (10,117)        (17,197)                          (27,314)
                                                            ------------    ------------       ------------   ------------
      Net                                                          2,439          18,246                 --         20,685

Investments, stock issued                                                        676,400           (676,400)            --
Investments, Cash                                                                150,000           (150,000)            --
Goodwill                                                                                 (2)        986,338        986,338
Deposits                                                           2,200           3,560                             5,760
                                                            ------------    ------------       ------------   ------------
          TOTAL ASSETS                                      $    202,038    $  1,004,316       $    159,938   $  1,366,292
                                                            ============    ============       ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable and accrued expenses                 $    135,118    $    458,417                      $    593,535
      Customer deposits                                           15,914              --                            15,914
      Due to related entity                                      150,000              --(1)        (150,000)            --
      Secured borrowings                                         131,778          64,708                           196,486
      Notes Payable                                               15,188         514,800                           529,988
      Related party notes payable                                     --         100,000                           100,000
                                                            ------------    ------------       ------------   ------------
          TOTAL CURRENT LIABILITIES                              447,998       1,137,925           (150,000)     1,435,923

      Long term debt                                              63,978              --                            63,978
                                                            ------------    ------------       ------------   ------------
          TOTAL LIABILITIES                                      511,976       1,137,925           (150,000)     1,499,901

COMMITMENT                                                            --              --                                --

STOCKHOLDERS' EQUITY

          Common stock par value $.001, 75,000,000 shares
            authorized, 0 issued and outstanding                      --              --                                --

          Additional paid-in capital                                  --              --                                --
          Common stock payable/subscribed                             --         845,900                           845,900
          Accumulated deficit                                   (309,938)       (979,509)(2)        309,938       (979,509)
                                                            ------------    ------------       ------------   ------------

          TOTAL STOCKHOLDERS' EQUITY                            (309,938)       (133,609)           309,938       (133,609)
                                                            ------------    ------------       ------------   ------------
          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                            $    202,038    $  1,004,316       $    159,938   $  1,366,292
                                                            ============    ============       ============   ============
</TABLE>

(1)   Represents cash paid to Pacific Sports Group, Inc. upon the execution of
      the Letter of Intent
(2)   The company issued an adjusted 1,932,571 shares of common stock to the
      shareholders of Pacific Sports Group, Inc. ($676,400 to common stock
      payable/subscribed), in additon to $150,000 in cash and elimination of the
      accumulated deficit prior to the acqusition.


                                      F-25
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

Execute Sports, Inc.
Consolidated Pro Forma Statement of Revenue and Expense
Twelve Months Ended December 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Pacific Sports       Execute
                                                            Group, Inc.      Sports, Inc.  Consolidated
                                                             01/01/05         01/01/05       01/01/05
                                                              through          through       through
                                                            12/31/05          12/31/05       12/31/05
                                                          --------------    ------------    ------------
<S>                                                       <C>               <C>             <C>
REVENUES
       Sales                                              $      466,867    $  1,389,163    $  1,856,030
       Cost of sales                                             235,944       1,056,441       1,292,385
                                                          --------------    ------------    ------------
            Gross profit                                         230,923         332,722         563,645

EXPENSES
       General and administrative expenses                       319,752       3,582,721       3,902,473
       Selling and advertising                                   168,917         240,247         409,164
       Depreciation & Amortization                                 2,439           5,953           8,392
                                                          --------------    ------------    ------------
            Total expense                                        491,108       3,828,921       4,320,029

            Income (loss) from operations                       (260,185)     (3,496,199)     (3,756,384)

OTHER INCOME AND EXPENSES
       Gain on the disposal of assets                                 --              --              --
       Other income                                               20,309              11          20,320
       Other expense                                              (4,808)             (3)         (4,811)
       Interest expense                                         (142,555)        (70,389)       (212,944)
                                                          --------------    ------------    ------------
            Total other income and expenses                     (127,054)        (70,381)       (197,435)

       NET INCOME (LOSS)                                  $     (387,239)   $ (3,566,580)   $ (3,953,819)
                                                          ==============    ============    ============

       Weighted average shares outstanding
       Basic and diluted                                                      11,982,506      11,982,506
       Shares to be issued for acqusition                                      1,932,571       1,932,571
                                                                            ------------    ------------
       Total Weighted average common shares outstanding                       13,915,077      13,915,077

       Net (loss) per common share (basic and diluted)                      $      (0.26)   $      (0.28)
                                                                            ============    ============
</TABLE>


                                      F-26
<PAGE>

EXECUTE SPORTS, INC
(FORMERLY PADOVA INTERNATIONAL U.S.A., INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

Execute Sports, Inc.
Consolidated Pro Forma Statement of Revenue and Expense
Twelve Months Ended December 31, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Pacific Sports       Execute
                                                            Group, Inc.      Sports, Inc.  Consolidated
                                                             01/01/04         01/01/04       01/01/05
                                                              through          through       through
                                                             12/31/04          12/31/04      12/31/05
                                                          --------------    ------------    ------------
<S>                                                       <C>               <C>             <C>
REVENUES
       Sales                                              $      522,598    $  1,384,188    $  1,906,786
       Cost of sales                                             794,857       1,135,303       1,930,160
                                                          --------------    ------------    ------------
            Gross profit                                        (272,259)        248,885         (23,374)

EXPENSES
       General and administrative expenses                       499,892         384,486         884,378
       Selling and advertising                                   174,144         237,802         411,946
       Depreciation & Amortization                                10,427           7,928          18,355
                                                          --------------    ------------    ------------
            Total expense                                        684,463         630,216       1,314,679

            Income (loss) from operations                       (956,722)       (381,331)     (1,338,053)

OTHER INCOME AND EXPENSES
       Gain on the disposal of assets                              5,675              --           5,675
       Other income                                                   --               2               2
       Other expense                                             (52,967)             --         (52,967)
       Interest expense                                          (22,617)       (159,161)       (181,778)
                                                          --------------    ------------    ------------
            Total other income and expenses                      (69,909)       (159,159)       (229,068)

       NET INCOME (LOSS)                                  $   (1,026,631)   $   (540,490)   $ (1,567,121)
                                                          ==============    ============    ============

       Weighted average shares outstanding
       Basic and diluted                                                         224,773         224,773
       Shares to be issued for acqusition                                      1,932,571       1,932,571
                                                                            ------------    ------------
       Total Weighted average common shares outstanding                        2,157,344       2,157,344

       Net (loss) per common share (basic and diluted)                      $      (0.25)   $      (0.73)
                                                                            ============    ============
</TABLE>


                                      F-27