U.S. 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 May 31, 2002

               [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
                                OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission File No. 0-32923

                                 ESSXSPORT CORP.
                 (Name of Small Business Issuer in its Charter)

            NEVADA                                           33-0198414
-------------------------------                  -------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation of organization)                        Identification Number)

            9812-14 GLENOAKS BOULEVARD, SUN VALLEY, CALIFORNIA 91352
            --------------------------------------------------------
                     (Address of Principal Executive Office)

                                 (817) 285-2886
                                 --------------
                           (Issuer's telephone number)

Check whether the issuer has (1) filed all reports required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing  requirements  for the past ninety (90) days.  Yes ( ) No (X)

As of May 31, 2002 36,497,957 shares of Common Stock were outstanding.

<PAGE>

                                 ESSXSPORT CORP.

                                     INDEX

                                                                           Pages
                                                                           -----

PART I:   FINANCIAL INFORMATION

          ITEM 1 - Financial Statements                                      3

          Condensed Consolidated Balance Sheets as of May 31, 2002
          (Unaudited) and as of August 31, 2001 (Audited)                    3

          Condensed Consolidated Statements of Operations (Unaudited)
          for the three-Month Periods Ended May 31, 2002 and 2001            4

          Condensed Consolidated Statements of Operations (Unaudited)
          for the nine-Month Periods Ended May 31, 2002 and 2001             5

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the nine-Month Periods Ended May 31,2002 and 2001              6

          Notes to Consolidated Financial Statements                         7

          ITEM 2 - Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                      10

PART II:  OTHER INFORMATION

          ITEM 1 - Legal Proceedings                                        13

          ITEM 2 - Changes in Securities                                    13

          ITEM 3 - Defaults upon Senior Securities                          13

          ITEM 4 - Submission of Matters to a Vote of Securities Holders    13

          ITEM 5 - Other Information                                        13

          ITEM 6 - Exhibits and Reports on Form 8-K                         13

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

                                 ESSXSPORT CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 5/31/2002           8/31/2001
                                                 Unaudited            Audited
                                                ------------       ------------
CURRENT ASSETS
Cash                                            $     17,596       $     30,943
Accounts Receivable                                   48,060             26,361
Stock Subscriptions                                       --              5,000
Inventory                                             85,181             59,444
                                                ------------       ------------
                                                $    150,837       $    121,748
PROPERTY AND EQUIPMENT
Equipment                                       $    175,028       $    121,166
Accumulated Depreciation                             (78,971)           (41,745)
                                                ------------       ------------
                                                $     96,057       $     79,421
INTANGIBLES
Patterns                                        $     12,000       $     12,000
Noncompete Agreement                                  10,000             10,000
Accumulated Amortization                             (10,312)            (6,638)
                                                ------------       ------------
                                                $     11,688       $     15,362

Deposits                                        $         --       $      2,857

      Total Assets                              $    258,582       $    219,388

CURRENT LIABILITIES
Accounts Payable                                $    130,171       $     43,377
Deposits from Customers                                4,413                 --
Accrued Expenses                                      71,398             58,006
Current portion of long-term debt                      4,477                 --
Notes Payable - Related Parties                       29,511             11,591
                                                ------------       ------------
      Total Current Liabilities                 $    239,970       $    112,974


Long Term Debt                                  $     24,901       $         --

CAPITAL
Common Stock, $0.001 par value
     300,000,000 shares authorized,
     36,497,957 and 32,916,567 issued
     and outstanding at 5/31/02 and
     8/31/01, respectively                      $     36,498       $     32,917
Paid-In Capital                                      623,755            623,715
Retained Deficit                                    (666,542)          (550,218)
                                                ------------       ------------
      Total Capital                             $     (6,289)      $    106,414

      Total Liabilities and Capital             $    258,582       $    219,388

The notes to financial statements are an integral part of these statements.

                                        3
<PAGE>

                                 ESSXSPORT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    Three Months Ended May 31

                                                      2002             2001
                                                    Unaudited        Unaudited
                                                  ------------     ------------

Revenues                                          $    287,172     $    299,388
Cost of Goods Sold                                     145,786          175,690
                                                  ------------     ------------

Gross Profit                                      $    141,386     $    123,698
Selling, General and Administrative Expenses      $    150,340     $    127,798
Loss from Operations                              $     (8,954)    $     (4,100)
Other                                                       --               --
Net Loss                                          $     (8,954)    $     (4,100)
Weighted Average Shares Outstanding                 36,497,957       35,919,828
Net Loss Per Share                                       (0.00)           (0.00)

The notes to financial statements are an integral part of these statements.

                                        4
<PAGE>

                                 ESSXSPORT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     Nine Months Ended May 31

                                                      2002             2001
                                                    Unaudited        Unaudited
                                                  ------------     ------------

Revenues                                          $    567,064     $    581,576
Cost of Goods Sold                                     299,870          307,108
                                                  ------------     ------------
Gross Profit                                      $    267,194     $    274,468

Selling, General and Administrative Expenses      $    386,518     $    417,464

Loss from Operations                              $   (119,324)    $   (142,996)

Other                                                   (3,000)              --

Net Loss                                          $   (116,324)    $   (142,996)

Weighted Average Shares Outstanding                 34,376,766       35,698,663

Net Loss Per Share                                       (0.00)           (0.00)

The notes to financial statements are an integral part of these statements.

                                        5
<PAGE>

                                 ESSXSPORT CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Nine Months Ended May 31

                                                      2002             2001
                                                   Unaudited        Unaudited
                                                  ------------     ------------
OPERATING ACTIVITIES
Net Loss from Operations                          $   (116,324)    $   (142,996)
Adjustments: Net Income to Net Cash
  Issuance of Common Stock for Services           $         --     $        750
  Amortization                                           3,674            3,674
  Depreciation                                          37,226           23,197
  Changes in Accounts Receivable                       (16,699)         (48,931)
  Changes in Income Taxes Receivable                        --            1,752
  Changes in Inventories                               (25,737)         (19,700)
  Changes in Prepaid Expenses                               --            7,278
  Changes in Deposits                                    2,857          (13,100)
  Changes in Accounts Payable and
     Accrued Expenses                                  100,186          (35,460)
  Changes in Deposits from Customers                     4,413               --
                                                  ------------     ------------
  Net Cash Provided by (Used by)
     Operating Activities                         $    (10,404)    $    (80,540)

INVESTING ACTIVITIES
  Investment in Property, Plant and Equipment     $    (13,862)    $     (7,713)
                                                  ------------     ------------
  Net Cash Used by Investing Activities           $    (13,862)    $     (7,713)

FINANCING ACTIVITIES
  Repayments on Notes Payable                     $     (8,678)    $    (19,658)
  Advances Under Notes Payable                          30,219              932
  Repayments of Long-term Debt                         (10,622)              --
  Proceeds from Sale of Common Stock                        --          235,990
                                                  ------------     ------------
  Net Cash Provided by Financing Activities       $     10,919     $    217,264

DECREASE IN CASH                                  $    (13,347)    $    (13,985)

Cash at Beginning of Period                       $     30,943     $     17,309

CASH AT END OF PERIOD                             $     17,596     $      3,324

NONCASH INVESTING AND FINANCING ACTIVITIES
  Equipment financed                              $     40,000
                                                  ============
  Stock issued to liquidate note payable          $      3,621
                                                  ============

The notes to financial statements are an integral part of these statements.

                                       6
<PAGE>

                                 ESSXSPORT CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                                 AUDITOR REVIEW

The accompanying  unaudited consolidated financial statements have been prepared
without review from the company assigned auditing firm. The company will file an
amendment if there is a change or addition.

                              BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and the instructions for Form 10-QSB.  Accordingly,  they
may not include all  information  and footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
nine-month  period ended May 31, 2002 are not necessarily  indicative of results
that may be expected for the year ending August 31, 2002.

                      ORGANIZATION AND QUASI-REORGANIZATION

ESSXsport  Corp.  was  incorporated  in Nevada in 1984 as  Southern  Development
Company, Inc. (SDC). In December 1994 SDC merged with Integrated  Communications
Access Network,  Inc. (ICAN).  ICAN's main business activity centered around the
interactive  television and  telecommunications  industries.  In March 1996 ICAN
changed  its name  back to SDC.  In  September  1998,  the  Company,  under  new
management,  changed its name to ESSXsport  Corp. and changed its business focus
to the sport equipment industry.  Prior to September 1, 1998, the Company was in
the development stage.

Effective  September 1, 1998,  the  Company's  Board of  Directors  approved the
elimination  of  the  Company's   accumulated   deficit  through  an  accounting
reorganization of its stockholders' equity accounts (a quasi-reorganization). At
that  date the  Company  had no  assets  or  liabilities,  and,  therefore,  the
quasi-reorganization  did not involve any revaluation.  September 1, 1998 is the
beginning  date of the Company's  fiscal year and is also the effective  date of
the Company's new business focus under new management.  The quasi-reorganization
was  accomplished  by  eliminating  the  accumulated  deficit by a transfer from
additional  paid-in  capital  and  common  stock  of  an  amount  equal  to  the
accumulated deficit at August 31, 1998.

                              NATURE OF OPERATIONS

The Company sells  several lines of sporting gear and equipment  under the brand
name ESSXsport.  The Company contracts with  manufacturers for the production of
Institutional  school  equipment  and other  various  other  sports  products as
private  labeled.  The  company  is now in full  manufacturing  of its own  foam
protective products, volleyball padding, baseball foam products, basketball foam
training  devices,  and  pole  vault  and high  jump  landing  systems,  and Hi-
composite  fiberglass  vaulting poles,  primarily targeting the sports equipment
needs of  Institutional  schools,  sporting goods dealer,  and direct end users,
marketing  through  distributors,  jobbers,  and  directly  to end users via the
internet, catalog sales and trade shows.

                           PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include  EssxSport Corp. and its wholly
owned subsidiary,  eonlinesports.com.  EssxSport Corp is the sole shareholder of
eonlinesports.com. All intercompany transactions have been eliminated.

                                        7
<PAGE>

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

                                USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.

                              ACCOUNTS RECEIVABLE

No allowance for doubtful accounts has been provided. All accounts considered to
be  uncollectible  have been  charged  off,  and in the  opinion of  management,
losses, if any, on the remaining accounts will not be significant.

                                    INVENTORY

Inventory  consists of goods held for resale and are stated at the lower of cost
or market value.

                             PROPERTY AND EQUIPMENT

Property and  equipment  is stated at cost.  Depreciation  is computed  using an
accelerated  method over the estimated  useful lives of the assets,  which range
from five to seven years.  Gains and losses on sales and  dispositions  of fixed
assets are included in operations in the year realized.

                                ADVERTISING COSTS

All advertising costs are expensed as incurred.

                                  INCOME TAXES

The Company uses the liability method in accounting for income taxes. Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and  income  tax  carrying  amounts of assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.

                             STATEMENT OF CASH FLOWS

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments with initial maturities of three months or less from date of
purchase to be cash equivalents.

                               NET LOSS PER SHARE

Net value per share of common stock is based on the weighted  average  number of
shares outstanding during the periods ended May 31, 2002 and 2001.

                                        8
<PAGE>

NOTE 2.   INVENTORY

The major components of inventories are as follows:

                ------------------------------------------------
                                      May 31,        August 31,
                                       2002             2001
                                   ------------     ------------

                Raw Materials      $     59,995     $     37,979
                Finished Goods     $     25,186     $     21,465
                                   ------------     ------------
                                   $     85,181     $     59,444
                                   ============     ============
                ------------------------------------------------

NOTE 3.   NOTES PAYABLE

                                                         5/31/02       08/31/01
                                                        ----------    ----------

Note payable to an officer and shareholder              $        0    $    3,591
of the Company, non-interest bearing, unsecured
Convertible into shares of common stock at a
rate of $0.001 per share

Note payable to an officer and shareholder of               29,511         8,000
the Company, non-interest bearing, unsecured            ----------    ----------
                                                        $   29,511    $   11,591
                                                        ==========    ==========

NOTE 4.   LONG-TERM DEBT

Long-term debt consists of the following:

                                                         5/31/02       08/31/01
                                                        ----------    ----------
Note payable to lender with monthly installments
of $1,482, including interest at 25.49%,
maturing August 2004; secured by equipment              $   29,378    $       --
                                                        ----------    ----------

Less current maturities                                      4,472            --
                                                        ----------    ----------
                                                        $   24,901    $       --
                                                        ==========    ==========

NOTE 5.   INCOME TAXES

Deferred income tax assets and liabilities are computed for differences  between
financial  statement and tax basis of assets and liabilities that will result in
taxable or deductible  amounts in the future based on enacted tax laws and rates
applicable to the period in which the differences are expected to affect taxable
income.  Valuation  allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.  Income tax expense is the tax
payable or refundable  for the period plus or minus the change during the period
in deferred tax assets or liabilities.

Deferred tax assets are due to a net operating loss carry forward. Net operating
losses available to offset future taxable income are approximately  $550,218 and
begin to expire in 2019.  The Company has no tax provision or benefit in 2002 or
2001, nor has any been calculated for the interim  financials dated May 31,2002,
as the benefit provided by the Company's net operating losses has been offset by
increases in the deferred tax asset valuation allowance.

                                        8
<PAGE>

NOTE 6.   INTANGIBLE ASSETS

Included in intangible assets is the following:

                                          MAY 31,       AUGUST 31,
                                           2002            2001
                                        ----------      ----------
Patterns                                $   12,000      $   12,000
Non-Compete Agreement                       10,000          10,000
                                        ----------      ----------

                                        $   22,000      $   22,000
Accumulated Amortization                   (10,312)         (6,638)
                                        ----------      ----------
                                        $   11,688      $   15,362
                                        ==========      ==========

The patterns are being  amortized  on the  straight-line  basis over a five-year
period. The non-compete  agreement is being amortized on the straight-line basis
over the expected non-compete period of four years.

NOTE 7.   COMMON STOCK AND PAID IN CAPITAL

The  Company  did not issue or retire any shares of common  stock in the quarter
ended May 31, 2002.  During the quarter  ended  February  28, 2002,  the Company
issued 3,622 additional shares of common stock; of the shares issued, 3,592 were
issued due to the  conversion  of a note  payable to a  stockholder  and 30 were
issued as part of a consulting  contract.  During the quarter ended November 30,
2001,  the  Company  retired  40,150  shares of  common  stock at no cost to the
Company. There are 36,497,957 total shares issued and outstanding.

NOTE 8.   COMMITMENTS AND CONTINGENCIES

The  Company  has sold  customer  accounts  receivable  with full  recourse to a
factor.  The factor retains  portions of the amounts for which the accounts were
sold as a  reserve,  which is  released  to the  Company as the  customers  make
monthly  payments.   The  balance   outstanding  under  recourse  contracts  was
approximately $15,643 at May 31, 2002. In the event of default, the Company pays
the factor a  predetermined  amount or  repossesses  the  secured  account.  The
Company has not  experienced  any  repossession  losses and losses under present
recourse  obligations  are  not  expected  to be  significant.  Accordingly,  no
provision  has been made for future  losses that may result  under the  recourse
arrangements. It is reasonably possible that the Company's estimate of near term
repossessions and losses could change.

                                        9
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

BACKGROUND

The company is engaged in the national  distribution of sports  equipment to the
institutional and wholesaler markets realizing the vast majority of its revenues
in  response  to  telemarketing  efforts  directing  sales  to our  dealers  and
distributors  of our product line. The market for sporting goods  merchandise is
estimated  to  consist  of annual  expenditures  of some $4  billion  for sports
equipment  in the  Institutional  arenas.  The  management  of the  company  has
extensive  experience in this  business  having  previously  worked for and also
founded  successful  companies in the sports equipment  industry for the past 25
years.

Since the company commenced its first marketing program in September of 1998, it
continues to add new customers  and promote new products each year.  The company
believes  that its unique  products  are the primary  reason for the increase in
revenues each year.

The company's fiscal year ends on August 31st.

NINE MONTHS ENDED MAY 31, 2002
COMPARED TO THE NINE MONTHS ENDED MAY 31, 2001

NET SALES

The  company's  sales and  earnings are  seasonal in nature.  Historically,  the
company has  reported  lower sales and  earnings in the first and second  fiscal
quarters  because  many of the  company's  primary  customers  buy after  summer
vacations and the opening of the new school year.  Other  factors,  such as poor
weather,  could negatively impact demand for the company's products.  Management
believes that sales will  continue to increase,  as the company makes changes to
its  product  mix,  the  historical  seasonal  window will widen and provide the
opportunity  for greater  sales  revenues  with greater  potential  gross profit
margins.  Net sales for the nine months ended May 31, 2002 were less compared to
the same period in 2001. The overall sales were greater than our predictions and
par with our expectations.  This past year there was a hold on a main product as
the schools  were  waiting for the mandate of the new size  landing  areas to be
finalized.  Now that the new size mandate is in affect  immediately as of June a
surge in  business  will occur in an effort to bring all 8,800 high  schools and
1,000  colleges  up to the new  specifications.  The new rules  may  cause  some
reduction  of  school's  continued  participation  in the  sport,  but most will
realize the need to keep up with the progress of athletes  and their needs.  Our
product already far exceeds those proposed rules for past season in an effort to
encourage sales ahead of time. The Company has developed its  infrastructure for
the past two years moving into a manufacturing  position to control and increase
profit.  That  infrastructure  is successful  and complete,  as well as ready to
accept the coming season  potential  sales. The Company believes future revenues
will continue to grow from current levels and could potentially double this next
year. The company may capture more than twice the growth if it is able to obtain
funding for  cashflow and  inventories.  The 4th quarter is normally our weakest
quarter,  however  with the  changes in the rules we should  show an increase in
revenues to accommodate  early  purchases by schools  upgrading to the new rules
that will be  required  immediately.  We expect  our coming new season to be our
largest in sales and an  opportunity  to penetrate  into the market place.  This
penetration  should allow us to broaden our selection and introduce new items in
the coming years, such as other track products,  baseball, football, soccer, and
other related sports.  Management  believes the seasonality in its revenues will
continue  to be a factor in future  periods,  but may not impact the  company as
much as in previous years when the selling  window grows wider.  As the need for
larger and more protective landing systems in Track and Field events is required
by the National  Federation of High Schools  (NFHS),  the potential of a greater
market  opportunity  will arise for the company to produce this very product out
of the  season.  There is no  guarantee  that the  company can capture the total
increase  in market  share or a  percentage  thereof;  however  the  Company  is
becoming  a player  in this  industry  with an  increased  potential  to  obtain
additional sales.

GROSS MARGIN

Gross margin for the nine months ended May 31, 2002, was relatively  level,  but
the gross profit percentage  slightly increased due to a higher gross profit for
the last three months and the improved  production  efficiencies.  Gross margins
will improve even more now that the manufacturing  infrastructure is in place to
produce more profit per product.  The  Company's  product mix that was purchased
from  others on private  label is now  produced  in-house  with  greater  profit
margins.

                                       10
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  General and Administrative  expenses for the nine-months ended May 31,
2002,  were  about  the same due to the  administrative  cost of  preparing  and
submitting the form 10 SB , compared to the same period in 2001.

NET LOSS

The Company's net loss from operations  decreased by  approximately  $27,000 for
the nine months ended May 31,2002, compared to the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Cash  and  cash  equivalents  totaled  approximately  $18,000  at May 31,  2002,
compared to approximately $31,000 at August 31, 2001.

Current assets  totaled  approximately  $151,000 at May 31, 2002,  providing the
Company with a current ratio of .63 when divided by its current  liabilities  of
approximately $240,000.

The  company  plans to expand by  evaluating  potential  acquisitions  and joint
ventures,  and the success of those  efforts may require  additional  bank debt,
equity financing, or private financing. In addition it plans to raise additional
capital to increase  the working  capital of the company and provide  additional
inventory to meet the demands of the coming market for 2003.

EQUIPMENT INVESTMENTS BY THE COMPANY

In the past nine months the  company  invested  in an  acquisition  of the Auto-
Clave Hi-Composite manufacturing equipment owned by Innovative Hockey De Mexico,
and in addition built a new hi-composite auto clave and special rolling table to
implement their new concepts in hi-tech fiberglass  designs.  The estimated cost
to build this  equipment  from  scratch  was over  $250,000,  however  with most
upgrades  accomplished  in house  the  company  was able to reduce  its  initial
estimated costs.

The  purchase  cost of used  equipment  to  upgrade;  fittings,  hoses,  testing
equipment,  and molds was  $27,800.  New  equipment to  facilitate  the complete
process was $40,000.

The $67,800 investment,  located in the Sun Valley Ca. Manufacturing office, has
enabled the company to  capitalize  on the growing  market demand of product for
new athletes due to the implementing of Title 9 for women. In the past two years
this  market has  doubled  and the  equipment  will allow the company to produce
their own  product  and open  opportunities  for  other  sports  products  to be
produced in the future.  There is no guarantee  that the company can capture the
total increase in market share or a percentage  there of; however the Company is
becoming  a player  in this  industry  with an  increased  potential  to  obtain
additional sales.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The company occasionally makes forward-looking  statements concerning its plans,
goals,  product and service offerings,  and anticipated  financial  performance.
These  forward-looking  statements may generally be identified by  introductions
such as "outlook"  for an upcoming  period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward- looking"
(or  variants of those words and  phrases) or similar  language  indicating  the
expression of an opinion or view concerning the future.

These forward-looking statements are subject to risks and uncertainties based on
a number of factors  and actual  results  or events may differ  materially  from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the  company's  revenue and market share;
the consummation of new, and the  non-termination  of, existing  contracts;  new
competitors   entering  the  company's   business,   the  company's  ability  to
effectively  manage its  business  functions  while  growing  its  business in a
rapidly  changing  environment;  the  company's  ability to adapt and expand its
services in such an environment; the company's ability to successfully refinance
or extend its line of credit or obtain  alternative  sources of  financing;  the
effective  and  efficient  management  of the  company's  inventory  levels  and
processing of sales orders;  the quality of the company's  plans and strategies;
and the company's ability to execute such plans and strategies.

                                       11
<PAGE>

In  addition,  forward-looking  statements  concerning  the  company's  expected
revenue  or  earnings  levels  are  subject  to  many  additional  uncertainties
applicable to  competitors  generally and to general  economic  conditions  over
which  the  company  has no  control.  The  company  does not plan to  generally
publicly update prior  forward-looking  statements for  unanticipated  events or
otherwise  and,  accordingly,  prior  forward-looking  statements  should not be
considered  to be "fresh"  simply  because the  company has not made  additional
comments on those forward-looking statements.

                                       12
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   CHANGES IN SECURITIES

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

None.

(b)  Reports on Form 8-K

None.

                                   SIGNATURES

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


Dated:  July 15, 2002                   ESSXSPORT CORP.


                                        By: /s/ Bruce Caldwell
                                            -------------------------
                                            Bruce Caldwell, President