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, 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)


                 305 NE LOOP 820, SUITE 505, HURST, TEXAS 96053
                 -----------------------------------------------
                      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 (X) No ( )

As of May 31, 2001, 36,038,767 shares of Common Stock were outstanding.

<PAGE>

                                 ESSXSPORT CORP.

                          PART I: FINANCIAL INFORMATION


                                      INDEX

                                                                           Pages
                                                                           -----
PART I: FINANCIAL INFORMATION
     ITEM 1 - Financial Statements

            Condensed Consolidated Balance Sheets
            as of May 31, 2001 (unaudited) and August 31, 2000

            Condensed Consolidated Statements of Operations
            (Unaudited) For the Quarters and Year-to-Date
            Periods Ended May 31, 2001 and 2000

            Condensed Consolidated Statements of Cash Flows
            (Unaudited) For the Year-to-Date Periods Ended May
            31, 2001 and 2000

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


<PAGE>

                                 ESSXSPORT CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     AS OF MAY 31, 2001 AND AUGUST 31, 2000

                                                     MAY 31,         AUGUST 31,
                                                      2001             2000
                                                   (UNAUDITED)       (AUDITED)
                                                  -----------------------------
CURRENT ASSETS
Cash                                              $      3,324     $     17,309
Accounts Receivable                                     90,309           41,378
Prepaid Expenses                                             0            7,278
Stock Subscriptions                                      5,000            8,900
Income Tax Receivable                                        0            1,752
Inventory                                               58,097           38,397
                                                  -----------------------------
     Total Current Assets                              156,730          115,014

PROPERTY AND EQUIPMENT
Equipment                                               78,366           70,653
Accumulated Depreciation                               (42,581)         (19,384)
                                                  -----------------------------
     Total Prop & Equip                                 35,785           51,269

INTANGIBLES
Patterns                                                12,000           12,000
Noncompete Agreement                                    10,000           10,000
Accumulate Amortization                                 (5,412)          (1,738)
                                                  -----------------------------
                                                        16,588           20,262

Deposits                                                14,037              937
                                                  -----------------------------
     Total Assets                                 $    223,140     $    187,482
                                                  =============================

CURRENT LIABILITIES
Accounts Payable                                  $     29,261     $     40,615
Accrued Expenses                                        10,695           34,801
Note Payable Officers                                    4,326           23,052
                                                  -----------------------------
     Total Current Liabilities                          44,282           98,468

CAPITAL
Common Stock, $0.001 par value
     300,000,000 shares authorized
     35,916,567 and 35,498,347 shares
     issued and outstanding at 5/31/01
     and 8/31/00, respectively                          35,917           35,498
Paid-In Capital                                        610,215          377,794
Retained Deficit                                      (467,274)        (324,278)
                                                  -----------------------------
     Total Capital                                     178,858           89,014
                                                  -----------------------------

     Total Liabilities and Capital                $    223,140     $    187,482
                                                  =============================

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

<PAGE>

                                 ESSXSPORT CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                NINE MONTHS ENDED
                                                           MAY 31                           MAY 31
                                                   2001             2000            2001             2000
                                               --------------------------------------------------------------
<S>                                            <C>              <C>             <C>              <C>
Revenues                                            299,388          193,530         581,576          330,793
Cost of Goods Sold                                  175,690          143,970         307,108          204,463
                                               --------------------------------------------------------------
Gross Profit                                        123,698          123,698         274,468          126,330
                                               --------------------------------------------------------------

Selling, General and Administrative Expense         127,798           97,209         417,464          265,632
                                               --------------------------------------------------------------

Income (Loss) from Operations                        (4,100)          26,489        (142,996)        (139,302)
                                               --------------------------------------------------------------

Income tax expense                                        0                0               0                0
                                               --------------------------------------------------------------

Net Income (Loss)                                    (4,100)          26,489        (142,996)        (139,302)
                                               ==============================================================

Weighted Average
Shares Outstanding                               35,919,828       17,018,412      35,698,663       17,018,412
                                               --------------------------------------------------------------

Net Income (Loss) per Share                           (0.00)            0.00           (0.00)           (0.01)
                                               --------------------------------------------------------------
</TABLE>

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

<PAGE>

                                 ESSXSPORT CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                  (UUNAUDITED)

<TABLE>
<CAPTION>
                                                             2001            2000
                                                          ----------------------------
OPERATING ACTIVITIES
<S>                                                       <C>             <C>
Net Loss from Operations                                     (142,996)        (139,302)
Adjustments: Net Loss to Net Cash Provided
  (Used) by Operating Activities
     Issuance of Common Stock for Services                        750                0
     Salary waived by Shareholder recorded as
       Contributed Capital                                          0           36,000
     Amortization                                               3,674              800
     Depreciation                                              23,197            5,983
     Change in Accounts Receivable                            (48,931)           6,167
     Change in Income Taxes Receivable                          1,752                0
     Change in Inventories                                    (19,700)          20,046
     Change in Prepaid Expenses                                 7,278                0
     Change in Deposits                                       (13,100)               0
     Change in Accounts Payable and Accrued Expenses          (35,460)         (39,053)
                                                          ----------------------------
     Net Cash Provided (Used) by Operating Activities         (80,540)          29,943

INVESTING ACTIVITIES
     Investment in Property, Plant and Equipment               (7,713)         (61,637)
                                                          ----------------------------
     Net Cash Used by Investing Activities                     (7,713)         (61,637)

FINANCING ACTIVITIES
     Proceeds from Sale of Common Stock                       235,990          196,155
     Repayment on Notes Payable                               (19,658)               0
     Advances under Notes Payable                                 932                0
                                                          ----------------------------
     Net Cash Provided by Financing Activities                217,264          196,155
                                                          ----------------------------

INCREASE (DECREASE) IN CASH                                   (13,985)          25,159

Cash at Beginning of Period                                    17,309            3,135
                                                          ----------------------------

CASH AT END OF PERIOD                                           3,324           28,294
                                                          ============================
</TABLE>

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

<PAGE>

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 10QSB.
          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, 2001 are not  necessarily  indicative  of
          results that may be expected for the year ending August 31, 2001.  The
          consolidated   financial   information   included  in  the   condensed
          statements of operations  and cash flows for the three and nine months
          ended May 31, 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.

     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.

<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     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.

<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     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 May 31, 2001 and
          2000.

NOTE 2. INVENTORY

     The major components of inventories are as follows:

                                    May 31,       August 31,
                                     2001            2000
                                   --------        --------
          Raw Materials            $ 39,444        $ 30,669
          Finished Goods             18,653           7,728
                                   --------        --------
                                   $ 58,097        $ 38,397
                                   ========        ========

NOTE 3. NOTES PAYABLE
                                                            5/31/01     8/31/00
                                                           ---------   ---------
     Note payable to an officer and shareholder of the
     Company, non-interest bearing, unsecured. Convertible
     into shares of common stock at a rate of $0.001 per
     share                                                 $   4,326   $   5,052

     Note payable to an affiliated corporation and
     shareholder, non-interest bearing, unsecured
     Convertible into shares of common stock at a rate of
     $0.001 per share                                             --      18,000
                                                           ---------   ---------
                                                           $   4,326   $  23,052
                                                           =========   =========

NOTE 4. 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 $322,000 and 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 May 31,  2001,  as the
     benefit  provided by the Company's net operating losses have been offset by
     increase in the deferred tax asset valuation allowance.

<PAGE>

NOTE 5. INTANGIBLE ASSETS

     Included in intangible assets at May 31, 2001 is the following:

          Patterns                                         $   12,000
          Non-compete agreement                                10,000
                                                           ----------
                                                               22,000

          Accumulated amortization                             (5,412)
                                                           ----------
                                                           $   16,588
                                                           ==========

     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 6. COMMON STOCK AND PAID IN CAPITAL

     The Company  issued an  additional  568,220  shares of common  stock in the
     first three quarters ended May 31, 2001. Additionally,  150,000 shares were
     retired, bringing the total shares issued and outstanding to 35,916,567. Of
     the shares  issued,  566,720 were issued in exchange for cash (or a promise
     to pay cash), and 1,500 were issued as part of a consulting contract.

NOTE 7. 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.  Sales of recourse  contracts  were  approximately
     $211,000  during the year ended  August 31, 2000.  The balance  outstanding
     under recourse contracts was approximately  $10,699 at May 31, 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

<PAGE>

     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.

     The Company was released from its leasing agreement in Irving,  Texas as of
     May 31, at no cost to the Company.

NOTE 8. SUBSEQUENT EVENTS

     The Company retired 3,000,000 shares of common stock in July of 2001, at no
     cost to the Company.

     The Company was released from its leasing  agreement on its facility in Sun
     Valley,  California  as of  June  30,  as part of a new  three  year  lease
     agreement with the same property owner which effectively doubles the square
     footage of the Company's facility in California.  The terms call for a base
     rent of $4,200 monthly, increasing by not more than 3% in each of years two
     and three.

<PAGE>

QUARTERLY REPORT (SEC FORM 10QSB)

            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, 2001 COMPARED TO NINE MONTHS ENDED MAY 31, 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 nine  months  ended May 31st  2001,  increased  by
approximately  $251,000 or 76%, 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 PROFIT
Gross profit for the nine months ended May 31, 2001,  increased by approximately
$148,000, or 117%, compared to the same period in 2000. As a

<PAGE>

percentage  of sales,  gross  profit  for the nine  months  ended May 31,  2001,
increased to 47% compared to 38% for the same period in 2000.  This trend should
accelerate  in the  second  quarter  of next  year as the  Company  expands  its
manufacturing  facilities and brings in new equipment to produce more goods with
a higher profit margin.

OPERATING EXPENSES
Operating  expenses  for the  nine  months  ended  May 31,  2001,  increased  by
approximately  $152,000,  or 57%,  compared  to the same  period  in  2000.  The
increase  is  predominantly  due to the  increased  expenses  of  setting up the
eCommerce site and the cost of rent and salaries for the manufacturing  facility
in California.  As a percentage of sales, operating expenses for the nine months
ended May 31, 2001, decreased to 72% from 80% for the same period in 2000.

NET INCOME (LOSS)
The Company's  net loss  increased to $143,000 for the nine months ended May 31,
2001,  compared to $139,000 for the same period in fiscal 2000. The increase was
attributable to a slight increase in the cost of goods sold and the cost of rent
and salaries for the manufacturing facility in California,  compared to the same
period for fiscal year 2000.

LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled approximately $3,000 at May 31, 2001, compared
to  approximately  $17,300  at August  31,  2000.  Cash used in  operations  was
approximately  $80,000 in the nine months  ended May 31,  2001  compared to cash
provided by operating activities of approximately $30,000 for the same period of
2000.

Proceeds  from  financing  activities  for the nine  months  ended May 31,  2001
totaled $217,000 compared to $196,000 for the same period of 2000.

Current assets  totaled  approximately  $157,000 at May 31, 2001,  providing the
Company with a current ratio of 3.6 when divided by its current  liabilities  of
approximately $44,000.

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.

<PAGE>

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.

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.

<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:  November 29, 2001               ESSXSPORT CORP.

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