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 November 30, 2001

       [ ] 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)

                 305 NE LOOP 820, SUITE 505, HURST, TEXAS 96053
                 ----------------------------------------------
                 (Former Address, if changed since last report)

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 November 30, 2001, 32,876,417 shares of Common Stock were outstanding.

<PAGE>

                                 ESSXSPORT CORP.

                                      INDEX

                                                                         Pages
                                                                       ---------

PART I:   FINANCIAL INFORMATION
     ITEM 1 - Financial Statements

          Condensed Consolidated Balance Sheets as of August 31, 2001
          (Audited) and as of November 30, 2001 (Unaudited)

          Condensed Consolidated Statements of Operations (Unaudited)
          for the Three-Month Periods Ended November 30, 2001 and 2000

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Three-Month Periods Ended November 30, 2001 and 2000

          Notes to Consolidated Financial Statements

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

PART II:  OTHER INFORMATION

     ITEM 1 - Legal Proceedings

     ITEM 2 - Changes in Securities

     ITEM 3 - Defaults upon Senior Securities

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

     ITEM 5 - Other Information

     ITEM 6 - Exhibits and Reports on Form 8-K

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

                                 ESSXSPORT CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         AUGUST 31,      NOVEMBER 30,
                                                            2001             2001
                                                         (AUDITED)       (UNAUDITED)
-------------------------------------------------------------------------------------
CURRENT ASSETS
<S>                                                     <C>              <C>
Cash                                                    $     30,943     $     24,674
Accounts Receivable                                           26,361           39,101
Stock Subscriptions                                            5,000
Inventory                                                     59,444           74,434
                                                        ------------     ------------
         Total Current Assets                               $121,748     $    138,209

PROPERTY AND EQUIPMENT
Equipment                                               $    121,166     $    167,248
Accumulated Depreciation                                     (41,745)         (51,795)
                                                        ------------     ------------
         Total Property and Equipment                   $     79,421     $    115,453

INTANGIBLES
Patterns                                                $     12,000     $     12,000
Noncompete Agreement                                          10,000           10,000
Accumulated Amortization                                      (6,638)          (7,862)
                                                        ------------     ------------
                                                        $     15,362     $     14,138

Deposits                                                $      2,857     $      2,857
                                                        ------------     ------------
         Total Assets                                   $    219,388     $    270,657
                                                        ============     ============

CURRENT LIABILITIES
Accounts Payable                                        $     43,377     $     90,541
Accrued Expenses                                              58,006           64,778
Current portion of long-term debt                                 --           10,004
Notes Payable - Related Parties                               11,591           36,442
                                                        ------------     ------------
         Total Current Liabilities                      $    112,974     $    201,765

LONG-TERM DEBT                                          $         --     $     24,901

STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value
    300,000,000 shares authorized, 32,876,417           $     32,917     $     32,877
    and 32,916,567 issued and outstanding at
    11/30/01 and 08/31/01, respectively
Paid-In Capital                                              623,715          623,755
Retained Deficit                                            (550,218)        (612,641)
                                                        ------------     ------------
         Total Capital                                  $    106,414     $     43,991

         Total Liabilities and Capital                  $    219,388     $    270,657
                                                        ============     ============
</TABLE>

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

                                        3
<PAGE>

                                 ESSXSPORT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED NOVEMBER 30
                                                       ------------------------------

                                                            2000             2001
                                                        (UNAUDITED)      (UNAUDITED)
                                                        ------------     ------------
<S>                                                     <C>              <C>
Revenues                                                $     96,099     $    120,731
Cost of Goods Sold                                            58,343           57,526
                                                        ------------     ------------
Gross Profit                                            $     37,756           63,205
                                                        ------------     ------------

Selling, General and Administrative Expenses            $    158,797     $    128,628
                                                        ------------     ------------

Loss from Operations                                        (121,041)         (65,423)

Gain on Sale of Asset                                            -0-            3,000
                                                        ------------     ------------

Net Loss                                                $   (121,041)    $    (62,423)
                                                        ============     ============

Weighted Average
         Shares Outstanding                               35,498,347       32,880,388
                                                        ============     ============

Net Loss Per Share                                      $      (0.00)    $      (0.00)
                                                        ============     ============
</TABLE>

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

                                        4
<PAGE>

                                 ESSXSPORT CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED NOVEMBER 30
                                                       ------------------------------

                                                            2000             2001
                                                        (UNAUDITED)      (UNAUDITED)
                                                        ------------     ------------
OPERATING ACTIVITIES
<S>                                                     <C>              <C>
Net Loss                                                $   (121,041)    $    (62,423)
Adjustments: Net Loss to Net Cash
         Amortization                                            785            1,224
         Depreciation                                         10,013           10,050
         Gain on Sale of Asset                                   -0-           (3,000)
         Changes in Receivables                               19,357           (7,740)
         Changes in Inventories                              (24,580)         (14,990)
         Changes in Accounts Payable and
           Accrued Expenses                                  (49,854)          53,936
                                                        ------------     ------------
         Net Cash Used by Operating Activities          $    (44,278)    $     39,480

INVESTING ACTIVITIES
         Proceeds From Sale of Assets                            -0-            8,000
         Investment in Property, Plant and Equipment          (2,943)         (11,082)
                                                        ------------     ------------
         Net Cash Used by Investing Activities          $     (2,943)    $     (3,082)

FINANCING ACTIVITIES
         Repayments on notes payable                    $         --           (5,368)
         Repayments on long-term debt                             --           (5,095)
         Advances under notes payable                             --           30,219
         Proceeds from Sale of Common Stock                  205,340              -0-
                                                        ------------     ------------
         Net Cash Provided by Financing Activities           205,340           19,756
                                                        ------------     ------------

INCREASE (DECREASE) IN CASH                             $     37,078     $     (6,269)

Cash at Beginning of Period                                   17,309           30,943

                                                        ------------     ------------
CASH AT END OF PERIOD                                   $     54,387     $     24,674
                                                        ============     ============
</TABLE>

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

                                        5
<PAGE>

                                 ESSXSPORT CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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 three month  period  ended  November  30, 2001 are not
          necessarily  indicative  of results  that may be expected for the year
          ending  August  31,  2002.  The  consolidated   financial  information
          included in the  condensed statements of operations and cash flows for
          the three months ended  November 30, 2000,  have not been  reviewed as
          required by Regulation SB, Item 310(b).

     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 shoes,  team  apparel,  pole  vaults  and  landing
          systems,  and various other lines,  primarily  targeting the track and
          field  market,  marketing  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.

                                        6
<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 AND CONCENTRATIONS

          No allowance  for doubtful  accounts has been  provided.  All accounts
          considered  to be  uncollectable  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 loss per share of common  stock is based on the  weighted  average
          number of shares  outstanding  during the periods  ended  November 30,
          2001 and 2000.

                                        7
<PAGE>

NOTE 2.   INVENTORY

          The major components of inventories are as follows:

                                   NOVEMBER 30,      AUGUST 31,
                                       2001             2001
                                   ------------     ------------

                Raw Materials      $     53,704     $     37,979
                Finished Goods           20,730           21,465
                                   ------------     ------------
                                   $     74,434     $     59,444
                                   ============     ============

NOTE 3.   NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                          11/30/01       08/31/01
                                                                         ----------     ----------

          <S>                                                            <C>            <C>
          Note payable to an officer and shareholder of the Company,     $    3,592     $    3,591
          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 the Company,         32,850          8,000
          non-interest bearing, unsecured.                               ----------     ----------
                                                                         $   36,442     $   11,591
                                                                         ==========     ==========
</TABLE>

NOTE 4.   LONG-TERM DEBT

          Long-term debt consists of the following:
                                                         11/30/01      8/31/01
                                                        ----------    ----------
               Note payable to lender with monthly
               installments of $1,482, including
               interest at 25.49%, maturing August
               2004; secured by equipment               $   34,905    $       --
                                                        ----------    ----------

               Less current maturities                      10,004            --
                                                        ----------    ----------
                                                        $   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 carryforward.  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 2001 or 2000,  nor has
          any been  calculated  for the interim  financials  dated  November 30,
          2001, 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:

                                                  NOVEMBER 30,      AUGUST 31,
                                                      2001             2001
                                                  ------------     ------------
          Patterns                                $     12,000     $     12,000
          Non-Compete Agreement                         10,000           10,000
                                                  ------------     ------------

                                                  $     22,000     $     22,000
          Accumulated Amortization                      (7,862)          (6,638)
                                                  ------------     ------------
                                                  $     14,138     $     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 any additional shares of common stock in the
          quarter ended November 30, 2001. The Company  retired 40,150 shares of
          common stock at no cost to the  Company.  There are  32,876,417  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  $6,414 at November 30, 2001. 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.

NOTE 9.   SUBSEQUENT EVENTS

          The Note  Payable  in the  amount  of $3,591  described  in Note 2 was
          converted  into  approximately  3,592,000  shares of  common  stock in
          December 2001.

                                        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.

THREE MONTHS ENDED NOVEMBER 30, 2001,
COMPARED TO THREE MONTHS ENDED NOVEMBER 30, 2000

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 if sales 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 three months ended  November 30, 2001,  increased by
approximately  $25,000 or 26%,  compared to the same period in 2000. The company
attributes  the  growth in its  revenues  for both  periods  to brand  awareness
through marketing activities,  and the overall growth of its customer base. As a
result of the  company's  expanded  operations  and  marketing  activities,  the
company  believes  future  revenues will  continue to grow from current  levels.
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.

GROSS MARGIN

Gross  margin  for the three  months  ended  November  30,  2001,  increased  by
approximately  $25,000,  or 67%,  compared  to the same  period  in  2000.  As a
percentage of sales,  gross margin for the three months ended November 30, 2001,
increased to 52% compared to 39% for the same period in 2000.  This trend should
accelerate  in the  second  quarter as the  Company  expands  its  manufacturing
facilities  and  brings in new  equipment  to  produce  more goods with a higher
profit margin.

                                       10
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, General and Administrative expenses for the three months ended November
30,  2001,  decreased by  approximately  $30,000,  or 19%,  compared to the same
period in 2000. The decrease is predominantly  due to the decreased  expenses of
setting up the  eCommerce  site and the  absence of  private  offering  expenses
compared to the same period in 2000. As a percentage of sales, selling,  general
and  administrative  expenses  for the three  months  ended  November  30, 2001,
decreased to 107% from 165% for the same period in 2000.

NET LOSS

The Company's net loss decreased to  approximately  $62,000 for the three months
ended November 30, 2001, compared to approximately  $121,000 for the same period
in 2000.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents  totaled  approximately  $25,000 at November 30, 2001,
compared to approximately $31,000 at August 31, 2001.

Proceeds from financing activities for the three months ended November 30, 2001,
were approximately $20,000 compared to $205,000 for the same period of 2000.

Current assets totaled  approximately  $138,000 at November 30, 2001,  providing
the Company with a current ratio of .68 when divided by its current  liabilities
of approximately $202,000.

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.

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:  January 18, 2002                ESSXSPORT CORP.


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

                                       13