SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

/x/  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended August 31, 2003.

/ /  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934.

                                     0-32923
                                     -------
                             Commission File Number

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

             Nevada                                             33-0198542
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

              9812-14 Glenoaks Blvd., Sun Valley, California 91352
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
                          COMMON STOCK $0.001 PAR VALUE

Check whether Issuer:  (1) has filed all reports required to be filed by section
13 or 15 (d) of the  Securities and Exchange Act of 1934 during the preceding 12
months and (2) has been  subject  to such  filing  requirements  for the past 90
days. Yes /X/ No / /

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

Issuer's Revenues for its most recent fiscal year: $1,253,354

The number of shares  outstanding of the Issuer's Common Stock,  par value $.001
per share, as of November 30, 2003, was 41,047,957 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------

ESSXsport  Corp. and its  subsidiaries  ("ESSXsport,"  "ESXS," or the "Company")
design,  develop,  manufacture  and market:  athletic  equipment  for adults and
children  under  the  ESSXsport(TM)  brand  name and  private  label  for  other
suppliers.  The Company's  products include sports equipment for various sports,
Track and Field, Baseball, Volleyball, Football, and Soccer.

OVERVIEW

ESSXsport was  incorporated in Nevada in 1984 as Southern  Development  Company,
Inc. ("SDC"). In December 1994, SDC merged with Integrated Communications Access
Network,  Inc.  ("ICAN").  In March  1996,  the  Company was renamed SDC and, in
September  1998, the Company  changed its name to ESSXsport  Corp. At that time,
the Company had no assets and no liabilities.

The  Company's   headquarters  and  manufacturing   plant  are  in  Sun  Valley,
California.  The Company develops,  licenses, and sells athletic equipment,  and
other  sports-oriented  products.  It uses traditional  distribution channels to
institutional and retail customers.  It also uses an eCommerce  Internet site to
sell its product line (www.eonlinesports.com).

Typical customers of ESSXsport brand equipment buy the products for professional
use, educational use (middle school through university), and local competition.

The Company's  product line consists  primarily of track and field equipment and
some  specialty  sports  products  for other  sports  such as soccer,  football,
baseball, basketball, volleyball, and track and field.

The Company's  initial focus reflects the  management's  experience in track and
field. A growing sector in track and field,  due to increasing  participation by
women, is  pole-vaulting.  Over the past three years,  sales of women's products
have  increased due to the  empowerment  of women in certain  events.  The men's
market has also grown over the past several years.

Bruce Caldwell, ESSXsport President, invented the first women's pole, and one of
the Company's directors, Earl Bell, is an Olympic Medalist and was also a former
world record holder in the pole vault. As part of the Company's management team,
Mr. Bell is responsible for product  development and marketing of ESSXsport pole
vault products.

Current management is experienced in product development,  marketing,  and sales
of  sports  equipment.  Additionally,   management  seeks  to  develop  business
relationships  with sports  equipment and apparel  distributors  and  well-known
athletes in order to promote its  products.  At this time no such  relationships
exist that are material to the Company.

                                        2
<PAGE>

To the extent that adequate  financial and other  resources are  available,  the
Company  plans to expand  its  product  lines  into the sport  shoe and  apparel
markets. To explore these opportunities, in October of 2000, the Company engaged
the services of Alberto CaberLotto, former President and founder of LOTTO Sports
of Italy. Mr. Alberto CaberLotto has begun to design a shoe product line for the
Company. Mr. Alberto CaberLotto also serves on the Company's board of directors.
Notwithstanding  the foregoing,  there can be no assurance that the Company will
be successful in designing and launching these products and, if launched,  there
can be no assurance that the Company will successfully sell such products.

On April 15, 2000 the  Company  entered  into an  agreement  to acquire  certain
assets of Pacific Mat, Inc. of California  ("PMI").  PMI had been a manufacturer
of a variety of  sports-related  matting,  which is used to absorb impact of the
athlete  with  the  ground.  Examples  of  such  products  include  padding  for
volleyball net supports, and floor padding below gymnastic equipment. This was a
purchase  transaction by which ESSXsport  acquired certain assets of Pacific Mat
for restricted  ESSXsport common stock.  Following the transaction,  Ulrich Gag,
Pacific Mat president,  joined  ESSXsport as a director until his resignation in
July 2002. He remains part of our  management  and is in charge of the Company's
manufacturing operations in Sun Valley, California.

In August of 2001, the Company acquired the assets of the vaulting pole division
from  Innovative  Hockey  Inc.  Mexico.  A cash  payment of  $27,000  and 30,000
restricted  shares  were given for used  equipment.  The Company  upgraded  this
equipment  and bought  additional  equipment to produce  various high  composite
fiberglass shafts,  for sporting goods  applications.  Management  believes that
this  consolidation  of  manufacturing  facilities  will provide  enhanced  cost
control measures and better product delivery.

In September of 2001, the Company  experienced  some sales resistance due to the
"9-11" incident,  but schools seemed to have established  budgets in advance.

In May 2002, at the end of the school-buying  season, the Company  experienced a
slow down in product  demand  due to the  announcement  of a rule  change by the
National  Federation of High Schools  Association to upgrade the safety level of
certain events. A predominant  product to reduce schools risks was already being
sold by the  Company,  but most  institutions  waited to see if the rule changes
would be  mandated.  The NFHS  approved  this rule  change in  October  of 2002,
effective immediately.

In November of 2003 The Company's sales increase due to the National  Federation
High School rules  increased  the minimum size  requirements.

This  increase  was  across  the nation and  encouraged  both  upgrades  and new
replacement  landing  systems.  The company was already making the size that was
required and there was no down time to any changes in production.  This new rule
broadened the Company's market seasonality.

And the  company  focused on 6 major  items to stock and supply to obtain  their
$1.2 million annual goal.  Those items were landing  systems both pole vault and
high Jump,  vaulting poles,  baseball backstop padding,  Volleyball  padding and
base protection pads, and recreational gym mats.

In June of 2003,  the  composite  manufacturing  equipment  was  moved  from Sun
Valley,  California  to Fort Worth Texas to allow more room for the sewing group
to produce more vinyl  products in the California  facility.  This also provided
more  room  for the  composite  division  in Fort  Worth,  Texas  to  expand  it
operations.

PRODUCTS

The Company sells  equipment for athletes  under the ESSXsport  brand name.  The
Company also hopes to secure the rights to other nationally and  internationally
recognized brand names in the future.

ESSXsport  products  are  designed  and  manufactured  to deliver  technological
performance  characteristics  that will  appeal to  internationally  competitive
athletes.

The Company designs and markets separate product lines for men and women,  where
appropriate.  The suggested U.S. retail prices for ESSXsport products range from
$20 to $11,000 per item.

The  Company's  track and field  product line  includes:  vault poles (men's and
women's),  crossbars,  discus,  hammers,  javelins, pole tips, shots, standards,
starting blocks, training equipment,  hurdles, landing systems, books, and video
training aids.

The  Company's  product line for football  includes  approximately  60 different
products,  including goal posts, pylons, marking systems,  sleds, pads, tackling
dummies, etc.

The ESSXsport soccer product line includes 13 products,  including cones, flags,
anchor spikes, goals, nets, and other items.

The volleyball  product line consists of  approximately  50 products,  including
base pads, racks, equipment carts, lockers, flooring, and nets.

                                        3
<PAGE>

The Baseball product line consists of approximately 50 products  including items
purchased from other distributors for direct shipment delivery.

PRODUCT DEVELOPMENT

In order to meet the  demands  of  athletes,  the  Company  seeks to engage  the
opinions of professional  athletes,  including Olympic athletes,  trainers,  and
coaches.  The Company also seeks the advice of  international  distributors  and
suppliers to assist in the  development  of new  products  for the  Company.  At
present, the Company relies,  primarily, on the experience of its management for
product development.

MANUFACTURING

The Company assembles its ESSXsport vinyl encasements and sewing products at our
manufacturing facilities located in Sun Valley, California. Composite fiberglass
products are manufactured at the Fort Worth, Texas facilities.

Items  manufactured  at both  facilities  are  produced  for both brand name and
private  labeled  products.   Additional   products  are  purchased  from  other
manufacturers  under private label arrangements.  However,  the Company is not a
party to any contracts in this regard.

The Company's leased  California  facilities of 7,200 square feet produces mats,
foam configurations, landing systems, and vinyl covered foam protection pads for
several sports.

The Fort Worth Texas 3,000 square feet facility  produces  fiberglass poles used
in various sports, but primarily for the production of vaulting poles.

Management   believes  that  the  Company  is  in  compliance   with  all  local
environmental statutes at its manufacturing facilities.  The costs of compliance
are not material.

THE MARKET

Sports  equipment is a  fragmented  market,  reflecting  the fact that dozens of
sports are played by amateurs and  professionals,  with each sport requiring its
own,  specific  types of equipment  and  accessories.  Accordingly,  it has been
difficult for the Company to quantify the precise size of its target markets.

Financial  forecasts  and growth are also  difficult to quantify  because of the
cyclical  nature of sports.  Forecasts  have ranged  from  annual  growth of the
industry from 11% to 18%.

COMPETITION

Competition is characterized by very few large,  multi-sport companies,  such as
Collegiate  Pacific Inc (Symbol BOO), Sport Supply Group Inc. (Symbol SSBY), and
The Harry Gill Co.  (Private),  Rather,  the industry is characterized by a wide
variety of niche  manufacturers  and marketers that devote their activities to a
particular  sport or sports category.  Accordingly,  market share is generally a
function of general use acceptance of products, based on availability, price and
performance  capabilities.  The  Company is  relatively  new and has not had the
ability  to  widely  promote  its  products.  Furthermore,  based  upon  current
resources,  it is unlikely that the Company will be able to promote its products
on the scale of its  competition,  that  have  resources  that are  considerably
greater than those of the Company.  Accordingly, the Company expects to increase
its sales revenues through the development of

                                        4
<PAGE>

strategic  relationships  and endorsements  whenever  possible.  There can be no
assurance  that the  Company  can  successfully  foster  such  relationships  or
endorsements, which could have a negative effect on sales.

BACKLOG; SEASONALITY; DISTRIBUTION

As of August 31, 2003, the Company had a backlog of approximately  $65,000.  The
Company  expects  to  use  incentives  (such  as  price  discounts),  pre-season
planning,  and just-in-time  inventory and manufacturing to reduce the effect of
any backlog of shipments on sales.  The Company,  to date,  has seen no material
disruption in its operations due to backlog.  However the company did experience
disruption within the season last year when the sales were  concentrated  within
the season. The company has inserted contingencies to be prepared for the coming
year in the event this occurs once again.

The Company's product sales are seasonal in nature, and traditionally 85% of the
sales are  concentrated  in the second  and third  fiscal  quarters.  Management
believes that the 2004 fiscal year will even out the  seasonality for the market
and produce demand for earlier purchases and an extended buying season.

PATENTS AND TRADEMARKS.

The Company does not own or license any intellectual  property rights,  patents,
or  trademarks.  The Company  treats much of its technology as trade secrets and
takes what it  considers  appropriate  measures to  maintain  the secrecy of its
intellectual  property.  There can be no assurance that the measures the Company
takes to protect its  intellectual  property  rights and  technology  will deter
unauthorized use, copying or reverse engineering,  or that the Company will have
adequate legal redress in such cases.

EMPLOYEES.

The Company currently employs ten,  full-time and ten, part-time  employees,  of
which eight of the full time are involved in our manufacturing  operations,  two
in marketing,  administration,  and finance. The employees are not unionized and
management believes the Company's relationship with its employees is good.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

Corporate,  manufacturing and assembly  facilities of approximately 7,200 square
feet are located at 9812-14 Glenoaks Boulevard, Sun Valley, California 91352 and
3,000 square feet located at 7624 Pebble Drive Fort Worth Texas.  The  Company's
lease in  California  expires  July 2004 and  provides  for monthly  payments of
$4,627,  and the Texas lease provides for monthly payments of $1,125 and expires
in May 2006.  The Company  does not  anticipate  changing  its  present  leasing
situation or purchasing any real property in the near future.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company is not presently a party to any pending legal proceedings.

ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
--------------------------------------------------------

A  shareholders  meeting is  scheduled  to be held in April  2004.  A  directors
meeting was held in Texas on 10/14/03.

                                        5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANTS
----------------------------------

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------

(a) The Company's  Common Stock has limited  trading in the "pink  sheets".  The
following  table  shows  for the  calendar  periods  indicated  the high and low
closing bid quotation  for the  Company's  Common  Stock.  The  quotations  were
obtained  using  an  Internet  retrieval   service.   These  quotations  reflect
inter-dealer prices, without retail mark-up,  markdown, or commissions,  and may
not necessarily represent actual transactions.

                2001                 High Bid        Low Bid
                ----                 --------        -------

           First Quarter               $ .90          $ .01
           Second Quarter              $ .92          $ .68
           Third Quarter               $ .68          $ .05
           Fourth Quarter              $ .78          $ .05

                2002                 High Bid        Low Bid
                ----                 --------        -------

           First Quarter               $ .25          $ .05
           Second Quarter              $ .18          $ .05
           Third Quarter               $ .07          $ .01
           Fourth Quarter              $ .04          $ .01

                2003                 High Bid        Low Bid
                ----                 --------        -------

           First Quarter               $ .04          $ .01
           Second Quarter              $ .25          $ .01
           Third Quarter               $ .06          $ .01
           Fourth Quarter              $ .06          $ .02

                2004                 High Bid        Low Bid
                ----                 --------        -------

           First Quarter               $ .10          $ .015

(b) As of November 30, 2003, there were  approximately 414 record holders of the
Company's common stock. The company has moved to the OTCBB as of October 2003.

(c) There have been no  dividends  declared or paid by the Company on its common
stock during the past three years,  and the Company does not  anticipate  paying
cash dividends in the foreseeable future.

On February 7, 2002, the Company issued 30,000 shares of restricted common stock
to  Innovative  Hockey,  Inc.  in  exchange  for  high  composite  manufacturing
equipment.  This  was  an  "arms-length"  transaction,  and  an  exemption  from
registration is claimed pursuant to Section 4(2) of the Securities Act of 1933.

                                        6
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-----------------------------------------------------------------

The information included in this discussion contains forward-looking  statements
that are based on current  expectations  and beliefs and involve  numerous risks
and uncertainties that could cause actual results to differ materially.  Readers
are cautioned not to place undue reliance on these  forward-looking  statements,
which speak only as of the date hereof.

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 company  currently  focuses on several niche areas of their  expertise Track
and Field,  Baseball,  Soccer,  Volleyball,  and Football. 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 34 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.

YEAR ENDED AUGUST 31, 2003 COMPARED TO YEAR ENDED AUGUST 31, 2002

NET SALES

Net sales for the year ended August 31 2003, increased by approximately $543,251
or 77%, compared to the same period in 2002.  Management believes its sales were
up due to changes in the  industry  standards  for a product  they were  already
producing.  As a  result  of  the  company's  expanded  operations  and  Product
awareness  allowed the company to provide a product to fit the new rule  changes
established  by both the NCAA  and  National  Federation  of High  Schools.  The
company  believes  future  revenues will continue to grow from current levels as
they merge into other  sports  product  sales to the same  industry.  Management
believes the  seasonality  in its  revenues  will flatten out this next year and
provide earlier sales due to the new rule changes.

Over 8,000 High Schools will need to upgrade or buy new landing  systems to keep
up with the  growing  participation  in the sport of Track and Field last season
and this  season.  The company may not be able to capture  the  majority  market
share,  however the company  has been  producing  systems for the past year that
meet the new rule mandates that came into effect in 2002.

GROSS MARGIN

Gross  margin for the year ended August 31,  2003,  increased  by  approximately
$227,043 or 216%,  compared  to the same  period in 2002.  The company has taken
strides  to  produce  a new  design  for the main  product,  which  will lead to
increased potential profits this next year.

                                        7
<PAGE>

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, General and Administrative expenses for the year ended August 31, 2003,
Increased by  approximately  $129,581 or 59%,  compared to the year ended August
31, 2002. As a percentage of sales, operating expenses for the year ended August
31, 2003, decreased to 28% from 31% for the same period in 2002.

NET INCOME

The Company's  net loss  decreased to  approximately  $28,838 for the year ended
August 31,  2003,  compared to  approximately  $126,281  (loss) for fiscal 2002.
Better  management  and refining the  manufacturing  process keeps  reducing our
losses as we progress.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents  totaled  approximately  $10,800 - at August 31, 2003,
compared to approximately $8, 800.00 at August 31, 2002.

Cash provided by financing activities was approximately  $14,000 and $13,000 for
the years ended August 31, 2003 and 2002, respectively.  Current  assets totaled
approximately  $153,200 at August 31, 2003  providing the Company with a current
ratio of 0.69 when divided by its current liabilities of approximately $222,900.

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.

                                        8
<PAGE>

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.

ITEM 7. FINANCIAL STATEMENTS
----------------------------

The financial  statement and supplementary data listed in the accompanying Index
to Financial Statements are attached as part of this report.

LIST OF FINANCIAL STATEMENTS.

The following financial statements of ESSXsport Corp. are included in Item 7:

          Consolidated Balance Sheets

          Consolidated Statements of Operations

          Consolidated Statements of Changes in Stockholders' Equity

          Consolidated Statements of Cash Flows

          Notes to Consolidated Financial Statements

All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                        9
<PAGE>

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
----------------------------------------------------

CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
------------------------------------------------------------------

Set forth below is  information  with  respect to our  directors  and  executive
officers as of November 30, 2003.

     NAME                       POSITION WITH COMPANY               AGE
--------------------------------------------------------------------------------
Dato'Sri Ram Sarma      Chairman of the Board of Directors           51

Bruce Caldwell          President, CEO, COO, CFO, and Director       52

Earl Bell               Director                                     44

Bonnie Caldwell         Secretary and Director                       50

A. Chandrakumanan       Director                                     41

Rick Foster             Director                                     52

Alberto Caberlotto      Director                                     54

DATO' SRI RAM  SARMA  joined us in July of 1999 and  serves as  Chairman  of the
Company's  Board of  Directors.  He also  serves on the boards of several  other
companies,  including a company listed on the Kuala Lumpur Stock Exchange and he
is the CEO of SRS Group,  an Asian company  located in Kuala  Lumpur,  Malaysia.
Dato'  Sri Ram does not set on the  board of any other  U.S.  public  Companies.
Dato'Sri Ram Sarma is the owner of Ticket Express,  a ticketing  agency of Asia.
His companies have provided equipment and ticketing to the Commonwealth Games in
1998 and the equipment to the Malaysian  Games Sukma 98. Dato'Sri Ram Sarma is a
resident of Kuala Lumpur, Malaysia.

BRUCE  CALDWELL  was  elected  as  President,   Chief  Executive  Officer,   and
Co-Chairman  of the Board of Directors in September  1998. He was the founder of
FiberSport, Inc., a track and field company that provided the vaulting pole that
won the gold medal and world record in the 1980  Olympics.  He was employed as a
General  Manager of PORTaPIT  International,  a division of Sport Supply  Group,
Inc.,  from 1991 to 1998. He served as Director of Olympic  equipment  logistics
for the 1996 Atlanta  Olympic Games,  and equipment  logistics for the Malaysian
Games  (Sukma  98).  Mr.  Caldwell  is  the  author  of  "The  Elusive  Bar,"  a
comprehensive book on pole-vaulting.

BONNIE  CALDWELL was elected as the  Company's  Secretary  and a Director of the
Company in March 1999. She is the wife of Bruce Caldwell.  Mrs. Caldwell has had
18  years  of  experience  with a  non-profit  organization,  and  is  currently
implementing and working with Lawson software.

EARL BELL was elected to serve as a Director of the  Company in  September  1998
and is Chairman of the Company's  "Gold Medal  Athletes"  and "Coaches  Advisory
Board".  This board will  select and manage the  advisors  of the  Company in an
effort to have qualified  advice in specific  sports.  Mr. Bell is a former pole
vault  world  record  holder  (1976),  three-time  Olympian,  and  1984  Olympic
medalist.  He is a 5-time NCAA  champion.  He is currently  the pole vault coach
with both men's and women's 1998 United  States  champions and the current men's
American  record  holder is under  his  direction.  The  United  States  Olympic
Committee  voted Mr.  Bell  "Coach of the Year" in 1998.  He has been the United
States National Champion in three decades.  Mr. Earl Bell is currently the coach
of the USATF Club Bell Athletics,  consisting of three Olympians and the current
American record holder in the pole vault event.  Mr. Bell has been the President
of Bell Athletics, Inc., an athletic training and supply company, for ten years.

                                       10
<PAGE>

A.  CHANDRAKUMANAN  joined the Company as a Director in July 1999. He negotiated
and handled the logistics for the Malaysian Games (Sukma 98) and coordinated the
supply of equipment for track and field, boxing,  basketball, and gymnastics. He
has been the  principal  owner of KRES  Private  Limited  (Singapore)  a stadium
equipment  supply  company,  for the past ten years.  His  expertise  is in team
attire and sports  equipment.  Mr.  Chandrakumanan  manages the Company's  Asian
Office in Kuala Lumpur, Malaysia.

RICK  FOSTER  joined the  Company in August  2002.  Mr.  Foster is the owner and
President of Cal Track  Reconditioning,  Inc., a 17-year old company that builds
runways for golf courses,  track  stadiums,  throwing  rings,  and  reconditions
athletic  equipment.  Mr. Foster is the former head coach of Edison High School;
the former event coach at Esperanza  High School and Newport Harbor High School,
California.  Mr. Foster was also a specialist  equipment technician for the 1984
and 1996 Olympic Games.

ALBERTO  CABERLOTTO  is a Director  of the  Company.  Since  January  2000,  Mr.
Caberlotto  has been a  design  consultant  in  Italy to the shoe  manufacturing
industry.  From January 1990 to December  1999, he was the President and founder
of Lotto Italy,  a $4 billion sales shoe  company.  Mr.  Caberlotto  has over 40
years of shoemaking and designing experience.  Mr. Alberto Caberlotto joined the
ESSXsport Corp. in October 2000 and resides in Italy.

BOARD MEETINGS AND COMMITTEES
-----------------------------

The Board of Directors  of the Company  held one meeting  during the fiscal year
ended  August  31,  2003.  The  Board  currently  has one  committee,  the audit
committee  established in early February of 2003 to comply with the new Sarbanes
Oxley Act. The committee chairman is Mr. Rick Foster.

Mr. Bruce  Caldwell  President,  CEO, COO, CFO is the only full time employee of
the company.  None of the other Directors of the Company are full time employees
of the Company are paid any  compensation for their services as a director other
than in stock.  No  family  relationships  exist  between  any of the  executive
officers or  directors of the Company,  except for Bonnie  Caldwell,  who is the
wife of Bruce Caldwell.

COMPLIANCE WITH SECTION 16(S) OF THE EXCHANGE ACT
-------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors,  and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes of ownership with the Securities
and  Exchange  Commission  ("SEC")  and each  exchange  on which  the  Company's
securities  are  registered.  Officers,  directors  and greater than ten percent
stockholders  are required by SEC  regulation to furnish the Company with copies
of all ownership forms they file.

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from  certain  persons that no Form 5 was required for
those  persons.  All of the Form 3's and up to date  form 4's for the  directors
have been recently  filed with the SEC.  There are no transfers of the Company's
common stock by any persons subject to Section 16(a)  requirements.  The Company
has taken steps to ensure that all future reports  required  pursuant to Section
(a) will be filed timely.

                                       11
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
--------------------------------

The following table sets forth the compensation of the Company's Chief Executive
Officer during the last three complete fiscal years. No other officers  received
annual compensation in excess of $100,000 during the last completed fiscal year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                               Annual Compensation                   Long-Term Compensation
                        -----------------------------------------------------------------------------
                                                Other     Restricted                           All
                                               Annual        Stock   Securities      LTIP     Other
                             Year   Salary      Bonus        Comp.    Award(s)    Underlying  Payout
                   Year     Salary    ($)        ($)          ($)    Options (#)      ($)       ($)
<S>                <C>     <C>        <C>     <C>             <C>        <C>          <C>       <C>
Bruce Caldwell     2003    $48,000    500.     400,000        -0-        -0-          -0-       -0-
Bruce Caldwell     2002    $48,000    -0-        -0-          -0-        -0-          -0-       -0-
                   2001    $48,000    -0-        (1)          -0-        -0-          -0-       -0-
                   2000    $48,000    -0-     $460,000        -0-        -0-          -0-       -0-
</TABLE>

(1) As part of his compensation in 2000, Mr. Caldwell received 460,000 shares of
stock at $0.001 per share. Mr. Caldwell received 400,000 shares for work related
contributions to the company in the 2nd quarter 2003.

DIRECTORS COMPENSATION
----------------------

Each director  received 50,000 shares of the Company's  common stock for serving
on the Board of Directors for the fiscal year ended August  31,2003.  The shares
were approved for issuance in November  2002 together with an additional  50,000
shares each for serving on the Board of Directors in 2003.  Mr. Foster  received
50,000 shares for his service on the Board in 2003.

                                       12
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth information concerning ownership of the Company's
Common Stock as of November 30, 2003 (a) each director of the Company,  (b) each
person known to the Company to be a  beneficial  owner of more than five percent
(5%) of its Common  Stock,  (c) each person  named in the  Summary  Compensation
Table, and (d) all executive officers and directors of the Company as a group.

                                                     NUMBER OF        PERCENT
        NAME AND TITLE                                SHARES          OF CLASS
--------------------------------------------------------------------------------
Dato'Sri Ram Sarma, Chairman of the Board              4,279,876        10.4%(1)

Bruce Caldwell, President, CEO and Director           10,308,992        25.1%

Bonnie Caldwell, Secretary and Director                2,106,400         5.1%

Earl Bell, Director                                    1,500,000          3.7%

A. Chandrakumanan                                      4,279,876        10.4%(2)

Rick Foster, Director                                    350,000         0.9%

Alberto Caberlotto                                       500,000         1.2%

Officers and Directors as a Group (7 individuals)     23,325,144        56.8%

Minority shareholders                                 17,722,813        43.2%
                                                     -----------
Total                                                 41,047,957

(1)  Includes  3,969,876  shares owned by Kres Private -Ltd., a Company of which
     Mr. Sarma owns 50% interest.


(2)  Includes  3,969,876  shares owned by Kres Private  Ltd., a Company of which
     Mr. Chandrakumanan owns 50% interest.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------

On February 7, 2002, Bruce Caldwell,  the President and principal shareholder of
the  Company,  converted  the  balance  of a note  owing to him of  $3,591  into
3,591,540  shares of restricted  common stock.  The  conversion,  at the rate of
$0.001 per share was in  accordance  with an agreement  entered into between the
Company and Mr. Caldwell in July 2001.

                                       13
<PAGE>
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K.
-------------------------------------------

(a)  Exhibits

     Item              Description

     3.(i)     Articles of Incorporation and Amendments thereto.

       (ii)    By-Laws of Registrant -  incorporated  by reference  from Exhibit
               3(a) to Registrant's Form 10-SB12G filed June 25, 2001.

     10.(a)    Standard  Industrial  Lease  Agreement  between  the  Company and
               Glenoaks  Business  Park,  dated May 15,  2001,  incorporated  by
               reference  from Exhibit 10(a)  Registrant's  Form 10-SB12G  filed
               June 25, 2001.

        (b)    Agreement  for the  Purchase  of Assets  between  the Company and
               Pacific  Mat,  Inc.,  dated  March  28,  2000,   incorporated  by
               reference from Exhibit 10(b) to Registrant's  Form 10-SB12G filed
               June 25, 2001.

        (c)    Employment  Agreement  between the  Company  and Bruce  Caldwell,
               dated September 10, 1998,  incorporated by reference from Exhibit
               10(c) to Registrant's Form 10-SB12G filed June 25, 2001.

        (d)    Employment  Agreement  between the Company and Ulrich Gag,  dated
               April 16, 2000,  incorporated  by reference from Exhibit 10(d) to
               Registrant's Form 10-SB12G filed June 25, 2001.

        (e)    Settlement  and  Release  Agreement  between the Company and Fred
               Gray and E. Drew Crowley, dated October 1, 2000,  incorporated by
               reference from Exhibit 10(e) to Registrant's  Form 10-SB12G filed
               June 25, 2001.

        (f)    Lease  Agreement  between the Company and  Riverbend  Properties,
               dated June 1, 2003, filed herewith.

     21.       Subsidiaries of the Registrant.

     31        Certification of the Chief Executive  Officer and Chief Financial
               Officer  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
               2002.

     32        Certification of the Chief Executive  Officer and Chief Financial
               Officer  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.

(b)  Reports on Form 8-K. None.

ITEM 14.  CONTROLS AND PROCEDURES

In the  90-day  period  before the filing of this  report,  the chief  executive
financial  officer  of  the  Company  has  evaluated  the  effectiveness  of the
Company's  disclosure  controls and procedures.  These  disclosure  controls and
procedures  are  those  controls  and other  procedures  we  maintain  which are
designed to insure that all of the  information  required to be disclosed by the
Company in all its periodic  reports filed with the SEC is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed by the Company in its reports filed or submitted  under the Securities
Exchange Act of 1934 is  accumulated  and  communicated  to Company  management,
including the chief  executive and chief financial  officers of the Company,  as
appropriate to allow those persons to make timely decisions  regarding  required
disclosure.

Subsequent to date when the disclosure  controls and procedures  were evaluated,
there have not been any  significant  disclosure  controls or procedures,  or in
other factors,  that could significantly affect such controls or procedures.  No
significant  deficiencies  or material  weaknesses in the controls or procedures
were detected; so no corrective actions needed to be taken.

                                       14
<PAGE>

                                   SIGNATURES

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

ESSXSPORT, CORP.

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

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report has been signed below by the  following  persons on behalf of  registrant
and in the capacities indicated on the 10th day of February 2003.

        Signatures                             Title

/s/ Dato'Sri Ram Sarma               Chairman of the Board of Directors
--------------------------------
Dato'Sri Ram Sarma

/s/ Bruce Caldwell                   President, Chief Executive Officer,
--------------------------------     and Director
Bruce Caldwell

/s/ Earl Bell                        Director
--------------------------------
Earl Bell

/s/ Bonnie Caldwell                  Secretary and Director
--------------------------------
Bonnie Caldwell

/s/ Rick Foster                      Director
--------------------------------
Rick Foster

/s/ A. Chandrakumanan                Director
--------------------------------
A. Chandrakumanan

no signature Alberto Caberlotto      Director

                                       15
<PAGE>

                                 ESSXSPORT CORP.

                          CONSOLIDATED FINANCIAL REPORT

                                 AUGUST 31, 2003


<PAGE>


                                 C O N T E N T S
                                                                            Page

INDEPENDENT AUDITOR'S REPORT..................................................1


CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets..............................................2

     Consolidated Statements of Operations....................................3

     Consolidated Statements of Changes in Stockholders' Equity...............4

     Consolidated Statements of Cash Flows....................................5

     Notes to Consolidated Financial Statements...............................7

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
EssxSport Corp.
Sun Valley, California

We have audited the accompanying  consolidated balance sheets of EssxSport Corp.
as of August 31,  2003 and 2002,  and the  related  consolidated  statements  of
operations,  changes in stockholders'  equity, and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
EssxSport  Corp.  as of August  31,  2003 and  2002,  and the  results  of their
operations  and their cash flows for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 2, the
Company has experienced  recurring  operating losses since  quasi-reorganization
and negative cash flow from  operations.  These issues raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regard to these matters are described in Note 2. The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
November 21, 2003

4087

<PAGE>

                                 ESSXSPORT CORP.
                           CONSOLIDATED BALANCE SHEETS
                            AUGUST 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                          2003             2002
                                                                      ------------     ------------
                                     ASSETS

CURRENT ASSETS
<S>                                                                   <C>              <C>
    Cash                                                              $     10,837     $      8,872
    Accounts receivable                                                      5,583           22,480
    Inventory                                                              125,532          107,552
    Deposits                                                                11,297           15,688
                                                                      ------------     ------------
          Total current assets                                             153,249          154,592

PROPERTY AND EQUIPMENT
    Equipment                                                              180,546          171,389
    Furniture and fixtures                                                   3,640            3,640
                                                                      ------------     ------------
                                                                           184,186          175,029
    Less accumulated depreciation                                          122,305           89,411
                                                                      ------------     ------------
                                                                            61,881           85,618
                                                                      ------------     ------------
OTHER ASSETS
    Intangible assets, net of accumulated amortization                       7,962           10,462
    Deposits                                                                 2,729            2,175
                                                                      ------------     ------------

TOTAL ASSETS                                                          $    225,821     $    252,847
                                                                      ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                  $     87,647     $    136,909
    Accrued expenses                                                        65,202           50,885
    Current portion of obligation under capital lease                       15,556           11,193
    Notes payable - related parties                                         54,500           29,300
                                                                      ------------     ------------
          Total current liabilities                                        222,905          228,287

LONG-TERM OBLIGATION UNDER CAPITAL LEASE                                        --           15,556
                                                                      ------------     ------------
          Total liabilities                                                222,905          243,843

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value
       300,000,000 shares authorized; issued and outstanding
       2003 41,047,957; 2002 36,497,957 shares                              41,048           36,498
    Additional paid-in capital                                             667,205          649,005
    Retained deficit (since September 1, 1998 quasi-reorganization
       in which a deficit of $2,399,744 was eliminated)                   (705,337)        (676,499)
                                                                      ------------     ------------
                                                                             2,916            9,004
                                                                      ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $    225,821     $    252,847
                                                                      ============     ============
</TABLE>

         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.

                                       2
<PAGE>

                                 ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED AUGUST 31, 2003 AND 2002

                                                      2003             2002
                                                  ------------     ------------

NET SALES                                         $  1,253,354     $    710,103

COST OF SALES                                          921,183          604,975
                                                  ------------     ------------
       Gross profit                                    332,171          105,128

SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES                            348,243          218,662
                                                  ------------     ------------
       Loss from operations                            (16,072)        (113,534)

OTHER INCOME (EXPENSE)
    Miscellaneous income                                    --            3,000
    Interest expense                                   (12,766)         (15,747)
                                                  ------------     ------------
                                                       (28,838)        (126,281)
Income tax expense                                          --               --
                                                  ------------     ------------

NET LOSS                                          ($    28,838)    ($   126,281)
                                                  ============     ============

Earnings (loss) per share:
    Basic                                         ($       .00)    ($       .00)
                                                  ============     ============

Weighted average number of
  shares outstanding:
    Basic                                           39,988,368       34,911,423
                                                  ============     ============

         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.

                                       3
<PAGE>

                                 ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2003 AND 2002

                                                        2003            2002
                                                    -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Cash received from customers                    $ 1,274,642     $   701,296
    Cash paid to suppliers                           (1,264,761)       (706,806)
    Interest paid                                       (12,766)        (15,747)
                                                    -----------     -----------
       Net cash used in operating activities             (2,885)        (21,257)

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                 (9,157)        (13,863)
                                                    -----------     -----------
       Net cash used in investing activities             (9,157)        (13,863)

CASH FLOWS FROM FINANCING ACTIVITIES
    Cash received for common stock                           --           5,000
    Repayments on obligation under capital lease        (11,193)        (13,251)
    Repayments on notes payable                         (29,800)         (8,700)
    Advances under notes payable                         55,000          30,000
                                                    -----------     -----------
       Net cash provided by financing activities         14,007          13,049
                                                    -----------     -----------
       Net increase (decrease) in cash                    1,965         (22,071)

CASH, BEGINNING OF YEAR                                   8,872          30,943
                                                    -----------     -----------

CASH, END OF YEAR                                   $    10,837     $     8,872
                                                    ===========     ===========

         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.

                                       4
<PAGE>

                                 ESSXSPORT CORP.
                           CONSOLIDATED STATEMENTS OF
                         CHANGES IN STOCKHOLDERS' EQUITY
                      YEARS ENDED AUGUST 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                           Common Stock             Additional
                                 --------------------------------     Paid-in          Retained
                                      Shares          Amount          Capital           Deficit           Total
                                 ----------------- --------------  ---------------  ----------------  ---------------

<S>                                    <C>                <C>             <C>             <C>                <C>
BALANCE, AUGUST 31, 2001               32,916,567         32,917          623,715         ( 550,218)         106,414

    Cancellation of old
       common stock                      ( 40,150)          ( 40)              40                                  -
    Contributed capital                                                    25,250                             25,250
    Issuance of common
       stock for equipment                 30,000             30                                                  30
    Issuance of common
       stock for note payable
       to related party                 3,591,540          3,591                                               3,591
    Net loss                                                                              ( 126,281)       ( 126,281)
                                 ----------------- --------------  ---------------  ----------------  ---------------

BALANCE, AUGUST 31, 2002               36,497,957       $ 36,498        $ 649,005         ($676,499)         $ 9,004

    Issuance of common
       stock for services               4,550,000          4,550           18,200                 -           22,750
    Net loss                                                                               ( 28,838)        ( 28,838)
                                 ----------------- --------------  ---------------  ----------------  ---------------

BALANCE, AUGUST 31, 2003               41,047,957       $ 41,048        $ 667,205         ($705,337)         $ 2,916
                                 ================= ==============  ===============  ================  ===============
</TABLE>

         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.

                                       5
<PAGE>

                                 ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2003 AND 2002
                                   (continued)

<TABLE>
<CAPTION>
                                                             2003           2002
                                                          ----------     ----------
RECONCILIATION OF NET LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES
<S>                                                       <C>            <C>
     Net loss                                             ($  28,838)    ($ 126,281)
     Adjustments to reconcile net loss to net
        cash used in operating activities:
        Issuance of common stock for services                 22,750             --
        Issuance of common stock for equipment                    --             30
        Salary waived by shareholder
            recorded as contributed capital                       --         25,250
        Depreciation                                          32,894         47,666
        Amortization                                           2,500          4,900
        Change in operating assets and liabilities
            Accounts receivable                               16,897         (5,477)
            Inventory                                        (17,980)       (48,108)
            Deposits                                           3,837         (5,648)
            Accounts payable                                 (49,262)        93,532
            Accrued expenses                                  14,317         (7,121)
                                                          ----------     ----------

               Net cash used in operating activities      ($   2,885)    ($  21,257)
                                                          ==========     ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH
     INVESTING AND FINANCING ACTIVITIES
        Common stock issued for services                  $   22,750     $       --
        Common stock issued to liquidate notes payable            --          3,591
        Equipment financed                                        --         40,000
</TABLE>

         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.

                                       6
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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.

                                       7
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     REVENUE RECOGNITION

          Revenue is recognized when products are delivered to customers.

     ACCOUNTS RECEIVABLE AND CONCENTRATIONS

          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.  Management  determines  amounts to be charged off
          based upon reviews of individual accounts, historical losses, existing
          economic conditions and other pertinent factors.

          Sales to related  companies  totaled  $84,677  and $61,370 in 2003 and
          2002,  respectively.  Sales  to one and two  other  unrelated  company
          totaled  $218,277  and $342,513  for 2003 and 2002,  respectively.  At
          August 31, 2003 and 2002,  approximately  10% and 41% of the Company's
          accounts receivable was due from one and two companies, respectively.

     INVENTORY

          Inventory is stated at the lower of cost (first-in,  first-out method)
          or market value.  During the years ended August 31, 2003 and 2002, 18%
          and  10% of  inventory  purchases  were  from  one  and  two  vendors,
          respectively.

     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.  Advertising  expense
          for the years ended  August 31, 2003 and 2002 were $15,494 and $4,393,
          respectively.

     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  difference  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.

     SHIPPING AND HANDLING COSTS

          Shipping and Handling costs are included in cost of sales.

                                       8
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     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.

     RESEARCH AND DEVELOPMENT COSTS

          Research and development costs are charged to operations when incurred
          and are included in operating expenses.  The amount charged to expense
          for the year ended August 31, 2003 was approximately $5,000.

     EARNINGS (LOSS) PER COMMON SHARE

          Basic  earnings  (loss)  per  common  share is  computed  based on the
          weighted  average number of common shares  outstanding for the period.
          Diluted  earnings  (loss) per share have not been presented  since the
          effects would be antidilutive.

     RECLASSIFICATIONS

          Certain  reclassifications  have  been  made to the  August  31,  2002
          financial  statements  to conform to the  August  31,  2003  financial
          statement presentation.  Such reclassifications had no effect on total
          assets or net operating results previously reported.

NOTE 2.   GOING CONCERN

     The accompanying  consolidated  financial  statements have been prepared in
     conformity   with   generally   accepted   accounting   principles,   which
     contemplates  continuation of the Company as a going concern.  However, the
     Company   has   incurred   cululative   losses   of   $705,337   since  its
     quasi-reorganization  effective  September  1, 1998.  Additionally,  it has
     experienced  recurring  negative cash flow from  operations.  These factors
     raise  substantial doubt about the Company's ability to continue as a going
     concern.   The  accompanying   financial  statements  do  not  include  any
     adjustments  relating to the  recoverability and classification of recorded
     assets nor the  amounts and  classification  of  liabilities  that might be
     necessary in the event the Company cannot continue in existence.

     In view of  these  matters,  the  continued  existence  of the  Company  is
     dependent upon its ability to increase the  profitability of its operations
     while  obtaining  funding  to  meet  the  Company's   immediate   financing
     requirements.  Management  believes that actions being taken by the Company
     to obtain  financing,  reduce costs,  introduce new products,  and focus on
     increasing  market  share  for its  core  products,  for  which  management
     believes there is a significantly expanding market, provide the opportunity
     to continue as a going  concern.  However,  there can be no assurance  that
     these plans will be successful.

                                       9
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.   INVENTORIES

     The major components of inventories are as follows:

                                                          2003          2002
                                                       ----------    ----------
          Raw materials                                $   71,737    $   74,927
          Work-in-process                                  30,784        15,811
          Finished goods                                   23,011        16,814
                                                       ----------    ----------
                                                       $  125,532    $  107,552
                                                       ==========    ==========

NOTE 4.   NOTES PAYABLE

                                                          2003          2002
                                                       ----------    ----------
     Note payable to an officer, shareholder and
     employee of the Company, due on demand,
     bearing an annual interest rate of 6.2%,
     unsecured.                                        $   38,000    $       --

     Note payable to an officer, shareholder and
     employee of the Company, due on demand,
     bearing an annual interest rate of 12%,
     unsecured, convertible into shares of common
     stock at a rate of $0.02 per share.                   16,000            --

     Note payable to an officer and shareholder of
     the Company, due on demand bearing interest
     at an annual rate of 3%, unsecured.                      500            --

     Note payable to an officer, shareholder and
     employee of the Company, retired.                         --        29,300
                                                       ----------    ----------
                                                        $  54,500     $  29,300
                                                       ==========    ==========

NOTE 5.   OBLIGATION UNDER CAPITAL LEASE

     The  Company  has  entered  into a  capital  lease for  certain  production
     equipment.  Obligations  under  capital  lease  have been  recorded  in the
     accompanying  financial  statements at the present value of future  minimum
     lease  payments,  discounted at an imputed  interest rate of  approximately
     25%. The capitalized cost and accumulated depreciation of this equipment at
     August 31, 2003 was $40,000 and $21,600, respectively.  Depreciation of the
     asset under capital lease has been included in depreciation expense in 2003
     and 2002.

                                       10
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.   OBLIGATION UNDER CAPITAL LEASE - CONTINUED

     Future  minimum  payments  under  capital  leases  and the  asset  purchase
     agreement at August 31 are as follows:

         Total remaining payments due 2004                       $  17,786
         Less amount representing interest                           2,230
                                                                 ---------
         Present value of future payments                           15,556
         Less current portion                                       15,556
                                                                 ---------
         Non-current portion                                     $      --
                                                                 =========

NOTE 6.   INCOME TAXES

     Deferred  income tax assets and  liabilities  are computed for  differences
     between the  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.

     The net deferred tax asset at August 31, 2003 and 2002 was comprised of the
     following:

                                                           2003          2002
                                                        ---------     ---------
         Current deferred tax asset                     $ 238,268     $ 228,670
         Current deferred tax liability                        --            --
         Less valuation allowance                      (  238,268)   (  228,670)
                                                        ---------     ---------
         Net deferred tax asset                         $      --     $      --
                                                        =========     =========

     Deferred  tax  assets are due to a net  operating  loss  carryforward.  Net
     operating   losses   available  to  offset   future   taxable   income  are
     approximately  $701,000  and  expire at various  dates  through  2014.  The
     valuation allowance increased $9,598 and $42,814 for the years ended August
     31, 2003 and 2002, respectively.

     The  Company  has no tax  provision  or  benefit  in  2003  or  2002 as the
     Company's net operating losses provide no recognizable benefit.

                                       11
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.   INTANGIBLE ASSETS

     Included in intangible assets at August 31, 2003 and 2002 is the following:

                                                           2003         2002
                                                        ---------     ---------
         Patterns                                       $  12,000     $  12,000
         Non-compete agreement                             10,000        10,000
                                                        ---------     ---------
                                                           22,000        22,000
         Accumulated amortization                      (   14,038)   (   11,538)
                                                        ---------     ---------
                                                        $   7,962     $  10,462
                                                        =========     =========

     The  non-compete  agreement is being amortized on the  straight-line  basis
     over the expected  non-compete period of four years.  Amortization  expense
     for  non-compete  agreements  totaled  $2,500 for the year ended August 31,
     2003. Estimated amortization expense for the year ending August 31, 2004 is
     $1,562.

     In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets", the
     Company's  patterns  are not being  amortized,  but are subject to periodic
     impairment  testing.  The patterns  are  considered  to have an  indefinite
     useful life and are  therefore  not subject to  amortization.  Amortization
     expense related to intangible  assets with indefinite useful lives for each
     of the years ended August 31, 2003 and 2002 was $0 and $2,400 respectively.

NOTE 8.   COMMITMENTS AND CONTINGENCIES

     The Company has sold  customer  accounts  receivable  to a factor with full
     recourse. 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
     $681,000 and $450,000  during the years ended August 31, 2003 and 2002. The
     balance  outstanding under recourse contracts was approximately  $56,500 at
     August 31,  2003.  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.

     The  Company  leases  office and  warehouse  space  under  operating  lease
     agreements   through  2004.   Rent  expense  under  these   agreements  was
     approximately  $54,000 and $50,000 for the years ended  August 31, 2003 and
     2002, respectively.

                                       12
<PAGE>

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.   COMMITMENTS AND CONTINGENCIES - CONTINUED

     The approximate future minimum lease payments on operating leases at August
     31, 2003 are as follows:

         2004                                           $  55,613
         2005                                              14,063
         2006                                              10,800
                                                        ---------
         Total                                          $  80,476
                                                        =========

NOTE 9.   STOCKHOLDERS' EQUITY

     Included  in  additional  paid-in  capital at August 31, 2002 is $20,000 of
     accrued  salaries waived by an officer and contributed to the Company.  For
     the year ended August 31, 2002 $20,000 of the waived  amount is included in
     selling, general and administrative expenses and contributed capital.

     In November 2002, the Company issued  4,550,000 common shares for services,
     of which 1,750,000 were issued to various officers, directors and employees
     of the Company.  Included in selling,  general and administrative  expenses
     for the year ended  August 31, 2003,  is $8,750  related to the issuance of
     the 1,750,000 shares.

     In July 2001,  the holder of a note  payable  from the  Company  requested,
     under the terms of the note  agreement,  to convert the note into shares of
     common stock at a rate of $0.001 per share.  The note holder is an officer,
     shareholder and employee of the Company.  The unpaid  principal  balance of
     the note was $3,591,  which was converted into  3,591,540  shares of common
     stock on February 7, 2002.

                                       13
<PAGE>