Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(x)  Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
     Exchange Act Of 1934

     For The Quarterly Period Ended September 30, 2005.

( )  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
     Act Of 1934

     For The Transition Period From ______________To_________________

                        Commission File Number 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
       Incorporation or Organization)                  Identification No.)

                         1284 Puerta Del Sol, Suite 150
                             San Clemente, CA 92673
                                 (949) 498-5990
          ------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
             Area Code, Of Registrant's mailing address in California)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ( )

The number of outstanding shares of the issuer's common stock, $0.0006 par
value, as of October 13, 2005 was 15,644,931.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Part I

Item 1.     Financial Statements

Balance Sheet as of September 30, 2005 (Unaudited).......................     1

Statements of Operations and accumulated deficit for the three
and nine months ended September 30, 2005 and 2004(unaudited).............     2

Statements of Stockholders Equity for the nine months
Ended September 30, 2005 (unaudited).....................................     3

Statements of Cash Flows for the three and nine months
ended September 30, 2005 and 2004 (unaudited)............................     4

Notes To Financial Statements (Unaudited) ...............................     5

Item 2.     Management's Discussion and Analysis ........................     15

Item 3.     Controls and Procedures......................................     26

                           Part II - Other Information


Item 4.     Exhibits and Reports on Form 8-K ............................     27

Item 5.     Signatures ..................................................     27


<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Balance Sheet
September 30, 2005
(Unaudited)
================================================================================
<TABLE>
<CAPTION>

                                                                                     September 30,
                                                                                          2005
                                                                                      -----------
<S>                                                                                   <C>
ASSETS
CURRENT ASSETS
         Cash                                                                         $        --
         Accounts receivable, net (Note B)                                                144,694
         Inventory (Note C)                                                               198,501
         Prepaid expenses (Note D)                                                        461,590
         Prepaid expense-related party (Note D)                                            70,240
         Loans receivable (Note E)                                                        199,478

                                                                                      -----------
              TOTAL CURRENT ASSETS                                                      1,074,503

Fixed assets (Note F)
         Cost                                                                              35,443
         Accumulated Depreciation                                                         (21,662)
                                                                                      -----------
         Net                                                                               13,781

Deposits                                                                                    3,560
                                                                                      -----------

              TOTAL ASSETS                                                            $ 1,091,844
                                                                                      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
              Bank overdradt                                                          $     6,602
              Accounts payable and accrued expenses (Note G)                              427,935
              Secured borrowings (Note B)                                                  33,454
              Notes Payable (Note H)                                                      462,258
              Related party notes payable (Note H)                                         98,992

                                                                                      -----------
              TOTAL CURRENT LIABILITIES                                                 1,029,241

COMMITMENT (Note I)                                                                            --

STOCKHOLDERS' EQUITY (Note J)

              Common stock, par value $.001, 75,000,000 shares authorized
                authorized; issued and outstanding 15,644,931 at September 30, 2005        15,645

              Additional paid-in capital                                                3,885,457
              Retained earnings (Deficit)                                              (3,838,499)
                                                                                      -----------

              TOTAL STOCKHOLDERS' EQUITY                                                   62,603
                                                                                      -----------

              TOTAL LIABILITIES AND
                STOCKHOLDERS' EQUITY                                                  $ 1,091,844
                                                                                      ===========
</TABLE>


                                       1
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Statements of Operations
Three and Nine Months Ended September 30, 2005 and 2004
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
                                                          Three Months Ended                    Nine Months Ended
                                                             September 30,                        September 30,
                                                   -------------------------------       -------------------------------
                                                       2005                2004              2005               2004
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>
REVENUES
         Sales                                     $     96,211       $     41,093       $  1,355,104       $  1,158,610
         Cost of sales                                   44,819             70,329            925,049            807,551
                                                   ------------       ------------       ------------       ------------
              Gross profit                               51,392            (29,236)           430,055            351,059

EXPENSES
         General and administrative expenses            344,760             89,626          3,074,481            236,570
         Selling and advertising                         39,531             90,909            148,803            213,629
         Depreciation expense                             1,488              2,264              4,465              5,394
                                                   ------------       ------------       ------------       ------------
              Total expense                             385,779            182,799          3,227,749            455,593

              Income (loss) from operations            (334,387)          (212,035)        (2,797,694)          (104,534)

OTHER INCOME AND EXPENSES
         Interest income                                     --                 --                 --                 --
         Interest expense                                 5,620             27,204             61,296             86,156
                                                   ------------       ------------       ------------       ------------
              Total other income and expenses            (5,620)           (27,204)           (61,296)           (86,156)


         NET INCOME (LOSS)                         $   (340,007)      $   (239,239)      $ (2,858,990)      $   (190,690)
                                                   ============       ============       ============       ============

         Weighted average shares outstanding         15,644,931                 --         10,347,308                 --
                                                   ============       ============       ============       ============

         Earnings per share                        $     (0.022)                         $     (0.276)
                                                   ============       ============       ============       ============
</TABLE>


                                       2
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Statements of Stockholders' Equity
Nine Months Ended September 30, 2005
(Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                           Common Stock
                                             ----------------------------------------   Additional       Retained         Total
                                               Number of                    Payable/      Paid-in        Earnings      Stockholders'
                                                Shares        Amount      Subscribed      Capital        (Deficit)        Equity
                                             ------------  ------------  ------------   ------------   ------------    ------------
<S>                                          <C>           <C>           <C>            <C>            <C>             <C>
December 31, 2002                                      --  $         --  $         --   $         --   $   (150,165)   $   (150,165)

      Net loss                                                                                             (288,854)       (288,854)
                                             ------------  ------------  ------------   ------------   ------------    ------------
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)

      Shares subscriptions receivable                                                   $    (10,130)                       (10,130)
      Shares subscribed for cash                2,918,000         2,918       (69,500)       726,582                        660,000
      Shares payable for services              12,310,000        12,310      (100,000)     3,065,190                      2,977,500
      Shares payable for accrued interest         416,931        417.00                      103,815                        104,232
      Net loss                                                                                           (2,858,990)     (2,858,990)
                                             ------------  ------------  ------------   ------------   ------------    ------------
September 30, 2005                             15,644,931  $     15,645  $         --   $  3,885,457   $ (3,838,499)   $     62,603
                                             ============  ============  ============   ============   ============    ============
</TABLE>


                                       3
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
Statements of Cash Flows
Three and Nine Months Ended September 30, 2005 and 2004
(Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                              Three Months Ended                    Nine Months Ended
                                                                 September 30,                         September 30,
                                                         -----------------------------       -----------------------------
                                                            2005              2004               2005              2004
                                                         -----------       -----------       -----------       -----------
<S>                                                      <C>               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                   $  (340,007)      $  (239,239)      $(2,858,990)      $  (190,690)
     Adjustments to reconcile net loss
      to net cash used by operating activities:
         Depreciation                                          1,488             2,264             4,465             5,394
         Common stock payable for services                   164,116                --         3,141,616                --
         Common stock payable for accrued interest                --                --           104,232                --
CHANGES IN CURRENT ASSETS AND CURRENT
     LIABILITIES:
     (Increase) decrease in current assets:
         Accounts receivable                                 319,960           178,037           (36,986)           60,622
         Inventory                                           (24,788)           15,859           (86,760)          (33,586)
         Prepaid expenses                                    (11,500)           (6,740)         (574,439)          (30,740)
     Increase (decrease) in current liabilities:
         Accounts payable and accrued expenses                67,232           (78,736)          (30,482)           34,261

                                                         -----------       -----------       -----------       -----------
         NET CASH USED FOR OPERATING ACTIVITIES              176,501          (128,555)         (337,344)         (154,739)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Loan proceeds to unaffiliated company               (76,940)               --          (199,478)               --
         Acquisition of furniture and equipment                   --            (5,646)               --            (6,406)
                                                         -----------       -----------       -----------       -----------
         NET CASH USED FOR INVESTING ACTIVITIES              (76,940)           (5,646)         (199,478)           (6,406)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Common stock subscribed                            (670,929)           29,750          (109,499)           29,750
         Issuance of common stock                            719,370                --           719,370                --
         Proceeds from notes payable                              --                --            16,000                --
         Repayment of notes payable                               --                --           (52,542)               --
         Repayment of related party notes payable            (11,500)         (103,176)          (28,008)         (103,176)
         Proceeds from related party notes payable            11,000           185,000            11,000           204,104
         Secured borrowings                                 (206,164)            9,746           (31,254)            9,746

                                                         -----------       -----------       -----------       -----------
         NET CASH PROVIDED  BY FINANCING ACTIVITIES         (158,223)          121,320           525,067           140,424

NET INCREASE (DECREASE) IN CASH                              (58,662)          (12,881)          (11,755)          (20,721)

CASH, beginning of period                                     52,060            32,404             5,153            40,244
                                                         -----------       -----------       -----------       -----------

CASH (OVERDRAFT), end of period                          $    (6,602)      $    19,523       $    (6,602)      $    19,523
                                                         ===========       ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURE:

     Taxes paid                                          $     1,050       $        --       $     1,050       $     1,050
     Interest paid                                       $     1,096       $    27,204       $    21,543       $    67,195

Other non-cash investing and financing activities:
     Shares issued for services                          $   164,116       $        --       $ 3,141,616       $        --
     Shares issued for accrued interest                  $        --       $        --       $   104,232       $        --
</TABLE>


                                       4
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 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.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) for interim financial
information and item 301(b) of Regulation S-B. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements for the Company as of December
31, 2004 and for the two years then ended, including notes thereto.

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.


                                       5
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

Accounts receivable

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.

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.


                                       6
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

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 three months
ended September 30, 2005 and 2004 the Company incurred approximately $10,431 and
$35,279 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.

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 K).


                                       7
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

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.

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.


                                       8
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. For the three
months ended September 30, 2005, two customers individually accounted for
approximately 29% of sales (12% and 17%). Three customers represented
approximately 67% (40%, 16% and 11%) of accounts receivable at September 30,
2005.

For the three months ended September 30, 2004, three customers individually
accounted for approximately 66% of sales (37%, 18% and 11%). Two customers
represented approximately 68% (42%, and 26%) of accounts receivable at September
30, 2004.

For the three months ended September 30, 2005 and 2004, approximately 0% and
79%, 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 three months ended September 30, 2005 and
2004, the Company's two largest suppliers accounted for 100% 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
September 30, 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.

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 September 30, 2005, the
balance due to the Factor was $33,454, collateralized by the factored
receivables of $41,818


                                       9
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

The accounts receivable balance as of September 30, 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 September 30,
2005 and 2004.

                                   2005           2004
                                ----------    ----------
            Finished goods      $  198,501    $  326,224
                                ==========    ==========



NOTE D - PREPAID EXPENSES

Prepaid expenses as of September 30, 2005 consists of $461,590 related to
professional services (see Note J) paid with the Company's common stock and
$70,240 of salary advances to the company President and Vice-President.

NOTE E - LOANS RECEIVABLE

During the quarter ended September 30, 2005, the Company made strategic loans
totaling $76,940 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 is $199,478

NOTE F - PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2005 and 2004 consist of the following:

                                                     2005             2004
                                                 ----------       ----------
            Computer and office equipment        $   24,700       $   24,700
            Furniture and fixtures                    2,281            2,281
            Machinery and equipment                   8,462            8,462
                                                 ----------       ----------
                                                 $   35,443       $   29,797
            Less:  Accumulated Depreciation         (21,662)         (14,662)
                                                 ----------       ----------
                                                 $   13,781       $   17,399
                                                 ==========       ==========

Depreciation expense for the three months ended September 30, 2005 and 2004 was
$1,488 and $2,264, respectively.


                                       10
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

NOTE G - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at September 30, 2005 and 2004 consist of
the following:

                                                    2005             2004
                                                 ----------       ----------
            Payables to vendors                     418,254          330,894
            Accrued taxes                             1,246              505
            Accrued interest payable (Note J)         8,435               --
                                                 ----------       ----------
                                                    427,935          331,399
                                                 ==========       ==========

NOTE H - NOTES PAYABLE

Notes payable at September 30, 2005 and 2004, are as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                       2005         2004
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>           <C>
Unsecured demand note payable to Ron and Dori Arko, bearing interest at 1.5% per month              $ 25,000
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Ron and Dori Arko, bearing interest at 2% per month                  27,292
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Myrwood and Coral Guy, bearing interest at 2% per month              89,992
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Ty Guy, bearing interest at 2% per month                             79,991
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to John Helms, bearing interest at 2% per month                        199,991
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to New Heart Ministries, bearing interest at 2% per month               39,992
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    $462,258      $     --
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Related party Notes payable at September 30, 2005 and 2004, are as follows:


                                       11
<PAGE>
EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                       2005        2004
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>          <C>
Unsecured note payable to Donald A. Dallape, President, bearing interest at 2% per month
due every 30 days                                                                                                $324,882
---------------------------------------------------------------------------------------------------------------------------
Unsecured note payable to Scott Swendener, Vice-President, bearing interest at 2% per month
due every 30 days                                                                                                 365,808
---------------------------------------------------------------------------------------------------------------------------
Unsecured demand note payable to Sheryl Gardner , bearing interest at 2% per month                    89,992
---------------------------------------------------------------------------------------------------------------------------
Unsecured note payable to Geno Apicella, Vice-President, non-interst bearing                           9,000
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    $ 98,992     $690,690
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

During 2004, the notes payable to the two officers of the Company were replaced
by notes payable to outside individuals. A note payable to the Company
Vice-President was issued in February 2005.

NOTE I - COMMITMENT

During the three months ended September 30, 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>
                                    Approximate                                                  Monthly       Total
         Location                    Square Feet         Current Lease Term                       Rent       Commitment
------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>        <C>                                            <C>           <C>
1284 Puerta Del Sol Suite 150         8,883      January 1, 2005 through December 31, 2005      $  6,806      $ 20,418
1284 Puerta Del Sol Suite 150         8,883      January 1, 2006 through April 30, 2006         $  7,216      $ 86,592
                                                                                                              --------
Total Future Commitments                                                                                      $107,010
                                                                                                              ========
</TABLE>

The Company incurred $20,418 and $19,188 in rent expense during the three months
ended September 30, 2005 and 2004, respectively.

NOTE J - 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, 2004, the company recognized $18,493 of expense
in connection with this contract with the remaining balance of $81,507 accounted
for as prepaid expense. During the three and nine months ended September 30,
2005, the Company recognized expense of $12,603 and $37,397, respectively.


                                       12
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

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.

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
three and nine months ended September 30, 2005, the company recognized expense
of $7,877 and $18,236, respectively, with the balance of $44,264 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 period January 1, 2005 to
September 30, 2005 the Company received $649,870 in cash and $10,130 in
commitments in exchange for 2,640,000 shares of common stock. In total, the PPM
will result in the issuance of 2,918,000 shares of common stock.

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 416,928 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. The company also agreed to issue 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 and included in prepaid expenses.

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.

NOTE K - 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, 2004 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.


                                       13
<PAGE>

EXECUTE SPORTS, INC.
(formerly Padova International U.S.A., Inc.)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
--------------------------------------------------------------------------------

                     United States Corporation Income Taxes
--------------------------------------------------------------------------------
     Period of Loss                          Amount             Expiration Date
--------------------------------------------------------------------------------
   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 nine months ended September 30, 2005 was $2,858,990. As of
September 30, 2005 a valuation allowance for the full amount of the net deferred
tax asset has been recognized over the periods for $1,311,970, based on an
anticipated tax rate of 40%.

NOTE L - 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 form 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 M - SUBSEQUENT EVENTS

On October 26, 2005, the Company began offering stock pursuant to its SB-2
registration statement declared effective by the Securities and Exchange
Commission on October 11, 2005 (the "Offering"). 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 October
31, 2005, the Company has received $155,050 in proceeds.

On October 28, 2005, the Company loaned an unaffiliated Company $40,313 at an
annual interest rate of 2%.


                                       14
<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

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.

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 uncollectable 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 uncollectable 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.


                                       15
<PAGE>

Product Warranty

The Company's Motocross Graphic and Seatcover replacement kits are sold under
warranty against defects in material and workmanship for a period of thirty days
with the exception of 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.

Overview

Results of Operations

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Net Sales for the three months ended September 30, 2005 and 2004 were $96,211
and $41,093, respectively, representing a $55,118, or 134% increase. Net Sales
for the nine months ended September 30, 2005 and 2004 were $1,355,104 and
$1,158,610, respectively, representing a $196,494, or 17% increase in net sales
from the same period last year. The three and nine month year-over-year increase
is largely the result of adding distribution for our motorcycle products in
Sweden and Australia and adding distribution for our water sports products in
Japan.


                                       16
<PAGE>

Gross margin for the three months ended September 30, 2005 and 2004 was 53% and
-71%, respectively. Gross margin for the nine months ended September 30, 2005
and 2004 was 32% and 30%, respectively. The gross margin for the three months
ended September 30, 2004 was negative due to the Company building product based
on overestimated distributor orders leaving the company with obsolete inventory
in addition to a private label buyer not honoring their purchase order. The
inventory was either scrapped or sold at a deep discount. The increase in gross
margin for the three and nine months ended September 30, 2005 was a result of
the Company's building to order rather than distributor estimates and improving
the credit function within the business.

Selling, General and Administrative expenses for the three months ended
September 30, 2005 and 2004 was $385,279 and $182,799, respectively,
representing a $202,980, or 111% increase. Selling, General and Administrative
expenses for the nine months ended September 30, 2005 and 2004 was $3,227,749
and $455,592, respectively, representing a $2,772,157, or 608% increase in
Selling, General and Administrative expenses from the same period last year. The
three and nine month year-over-year increase was the result of 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.

Net loss for the three months ended September 30, 2005 and 2004 was $340,007 and
$239,239, respectively, representing a $100,769, or 42% increase in the net loss
from the same period last year. The three month year-over-year increase in net
loss is due primarily to the Company recognizing $164 thousand in stock
compensation expense related to professional services offset by $81 thousand in
higher gross margin.

Net loss for the nine months ended September 30, 2005 and 2004 was $2,858,990
and $190,690, respectively, representing a $2,668,300, or 1,399% increase in the
net loss from the same period last year. The nine month year-over-year increase
in the net loss was primarily the result of an increase in stock based
compensation for professional services.

Financial Condition

From inception to September 30, 2005, we incurred an accumulated deficit of
$3,838,499, and we expect to incur additional losses through the year ending
December 31, 2005 and 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.

We have financed our operations since inception primarily through debt and
equity financing. During the three months ended September 30, 2005, we had a net
decrease in cash of $58,662. Total cash resources as of September 30, 2005 were
a deficit of $6,602 compared with $52,060 at June 30, 2005.

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.


                                       17
<PAGE>

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 the first nine months of 2005 and the latter half of 2004, 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

While we believe that proceeds from the current offering will provide the
Company with sufficient funds to develop and commercialize its existing products
into existing distribution channels, we may need to raise additional capital if
demand for our products requires stronger production and inventory commitments.
In addition, if we decide to increase product lines our existing cash flow might
be insufficient and we may likely need to seek additional capital to do so. In
the event that we do need to seek additional capital, we will attempt to raise
additional funds through equity financing. However, if equity financing is not
available, we may have to incur debt through debt financing.

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.

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.

Risk Factors

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 review of our financial statements, our auditors, Bedinger & Company,
have questioned our ability to continue as a going concern (see page F-1 of our
Initial Registration Statement declared effective by the Securities and Exchange
Commission on October 11, 2005). This is based on our Company's history of
reported losses. We have a history of losses. We had a net loss of $540,490 for
the fiscal year ended December 31, 2004 and a net loss of $288,854 for the
fiscal year ended December 31, 2003.


                                       18
<PAGE>

Net loss for the three months ended September 30, 2005 and 2004 was $340,007 and
$239,239, respectively, representing a $100,769, or 42% increase in the net loss
from the same period last year. The three month year-over-year increase in net
loss is due primarily to the Company recognizing $164 thousand in stock
compensation expense related to professional services offset by $81 thousand in
higher gross margin.

Net loss for the nine months ended September 30, 2005 and 2004 was $2,858,990
and $190,690, respectively, representing a $2,668,300, or 1,399% increase in the
net loss from the same period last year. The nine month year-over-year increase
in the net loss was primarily the result of an increase in stock based
compensation for professional services.

The report accompanying our third quarter of 2005, as well as fiscal year ended
2004 and 2003 financial statements by our independent registered public
accounting firm states that our operating results, working capital deficit, net
capital deficit and limited available financing sources raise substantial doubt
about our ability to continue as a going concern. We may never achieve sustained
profitability.

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 also expect that our operating expenses will significantly increase as a
result of becoming a public company following this offering. 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.

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

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. 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.


                                       19
<PAGE>

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

The power sports market is intensely competitive. Our current primary
competitors for motocross graphics include One Industries Graphics, Factory
Effex, NStyle, and our primary competitors for wetsuits includes O'neil, Rip
Curl and Quicksilver. 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, including Don Dallape, Chief Executive Officer and Scott
Swendener, President, 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 Mr. Dallape or Mr. Swendener could be located if their services were no
longer available. At present, we do not have key man insurance for either Mr.
Dallape or Mr. Swendener.

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:

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

      *     Attract and maintain customer loyalty;

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

      *     Provide desirable products to customers at attractive prices;

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

      *     Rapidly respond to competitive developments;

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

      *     Attract, retain and motivate qualified personnel.


                                       20
<PAGE>

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.

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.

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:

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

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

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

      *     pricing changes for motorcycle and water sports products as a result
            of competition or otherwise;

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

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

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

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

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


                                       21
<PAGE>

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.

We Rely Heavily on Four Major Customers for Revenue

Historically, four primary customers have accounted for more than 90% of our
business. The three primary customers of our water sports products are Bass Pro
Shops , GI Joes and Galyans - Dicks Sporting Goods. These three customers
account for more than 80% of our water sports revenue on an annual basis. If any
of these customers decide 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. The primary customer of our motorcycle graphics business
is Global Motor Sports Group, which accounts for about 50% of our graphics
business on an annual basis. If Global Motor Sports Group selects one of our
competitors graphics products and terminates our relationship we would be
materially adversely affected. There are larger, better capitalized competitors
that could provide Global Motor Sports Groups with lower pricing and additional
incentives that we might not be able to effectively compete against. 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 Products

Sheico, Winning Industries and Hydro Dynamics manufacture 100% of our products,
and 65%, 15% and 5% respectively on an annual basis. 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.

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


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<PAGE>

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.

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 will 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.


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<PAGE>

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.

As of the date of this 10QSB we have made loans in the form of promissory notes
to a strategic partner amounting to $239,791, which represents approximately 22%
of our total assets. The promissory notes bear an annual interest rate of 2% and
come to maturity beginning on April 7, 2006 through October 28, 2006. 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. 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:

There is a limited market for our common stock.


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<PAGE>

Our common stock is traded in the Over-the-Counter Bulletin Board market, and
this may cause delays in the timing of transactions and 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.

As of September 30, 2005, a total of 15,644,931 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.


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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES


(a)   Evaluation of Disclosure Controls and Procedures

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 Controls Over Financial Reporting

In accordance with Item 308 (c) of Regulation S-B, as of September 30, 2005
there were no changes in the Company's internal control reporting in connection
with the Company's evaluation of its internal controls that occurred during the
most recent fiscal quarter covered by this Form 10-QSB.


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<PAGE>

                                     Part II


ITEM 4. Exhibits And Reports On Form 10-QSB September 30, 2005

(A)   Exhibits

            99.1  CEO and CFO Certification Pursuant to Section 302 of The
                  Sarbanes-Oxley Act of 2002

(B)   Reports On Form 10-QSB. None

            None


ITEM 5. Signatures

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                Execute Sports, Inc.
                                                /s/ Donald Dallape
                                                ---------------------
                                                Name: Donald Dallape
                                                Title: CEO


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