SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
                                 AMENDMENT NO. 3

/x/  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended August 31, 2001.

/ /  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 Boulevard, 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 / / No /X/

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: $698,904.

As of November 30, 2001, the aggregate  market value of the voting stock held by
non-affiliates  of the Issuer,  11,592,813  shares,  was $1,391,138.  The market
value of Common Stock of the Issuer,  par value $.001 per share, was computed by
reference  to the average of the  closing  bid and asked  prices of one share on
such date which was $0.12.

The number of shares  outstanding of the Issuer's Common Stock,  par value $.001
per share, as of November 30, 2001, was 32,876,417 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

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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  Medallist  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.

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 share purchase
transaction  by which  ESSXsport  acquired  certain  assets of  Pacific  Mat for
restricted ESXS common stock. Following the

                                       2
<PAGE>

transaction,  Ulrich Gag, Pacific Mat president, joined ESSXsport as a director.
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.

SUBSEQUENT EVENTS

In September of 2001, the Company  experienced  some sales resistance due to the
911 incident but schools seamed to have establish budgets in advance.

The Company cancelled it's scheduled shareholders meeting in December due to the
climate of travel.

May 2002 at the end of the school-buying season,  theCompany  experienced a slow
down in product  demand due 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 will vote and determine the final draft for this rule change
in October of 2002 to be affective immediately.

The Company believes this new rule should increase market sales potential forthe
Company's  mat and pit  sales.  This may also have the affect of  lessoning  the
Company's market seasonality.  There is no assurance that either of these events
will occur.


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>

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 most of its ESSXsport  products sold at our manufacturing
facilities  located  in Sun  Valley,  California.  Items  manufactured  at  that
facility  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  produce mats, foam  configurations,
landing systems,  and vinyl covered foam protection pads for several sports. 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  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, 2001, the Company had a backlog of approximately  $25,000.  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.

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 is
exploring  methods to open this selling  window by broadening  the product base,
and offering incentives for early purchases.

                                       4
<PAGE>

EMPLOYEES.

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

ITEM 2. DESCRIPTION OF PROPERTY

The  Company  leases  corporate  offices of  approximately  500 square feet on a
month-to-month basis, at 305 NE Loop 820, Suite 505, Hurst, Texas 76052. Rent is
$150 per month.  Manufacturing  and assembly  facilities of approximately  7,200
square  feet are located at 9812  Glenoaks  Boulevard,  Sun  Valley,  California
91352. 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

The Company did not hold a security holders meeting in the fourth quarter of its
fiscal year ended August 31, 2001.

                                       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,  mark-down or commissions,  and may
not necessarily represent actual transactions.

     2000                        High Bid            Low Bid
     ----                        --------            -------

     First Quarter               $1.00               $1.00
     Second Quarter              $1.00               $1.00
     Third Quarter               $1.00               $1.00
     Fourth Quarter              $1.00               $1.00

     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
     (Through 12/12/01)

     (b) As of November 30, 2001, there were approximately 414 record holders of
the Company's Common Stock.

     (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.

     (d) Recent sales of securities are as follows:

     (1) In January 2001,  the Company  issued 1,500 shares of common stock to a
sports  consultant to the Company for consulting work performed  relating to the
pole vault  industry.  The  consultant  is a  sophisticated  person and had full
access to all relevant information relating to the Company and its business. The
share certificates were affixed with an appropriate legend restricting transfers
and sales. Accordingly,  this issuance was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities Act of 1933 (the  "Securities  Act")
and the shares are deemed to be restrictive shares.

     (2) Between  February 18, 2000,  and February 18, 2001,  the Company issued
1,014,706  shares of common stock in a private  placement  to 22  non-accredited
investors and 19 accredited investors. The stock was sold at $0.50 per share for
an  aggregate  amount of  $507,353.  The  offering was private in nature and the
Company  believes that all investors had access to the Company's  records and to
management for purposes of obtaining  business and financial  information on the
Company.  The  Company  further  believes  that all  investors  were  capable of
evaluating the merits and risks of an investment in the Company.

                                       6
<PAGE>

Accordingly, this offering was deemed to be exempt from registration pursuant to
Section 4(2) and/or Regulation D of the Securities Act and the shares issued are
deemed to be restricted securities and bear a legend to that effect.

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  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.

YEAR ENDED AUGUST 31, 2001 COMPARED TO YEAR ENDED AUGUST 31, 2000

NET SALES
Net sales for the year ended August 31 2001, increased by approximately $207,000
or 42%, compared to the same period in 2000.  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.  The  company
attributes the growth in its revenues for both years to brand awareness  through
marketing  activities,  and the overall growth of its customer base. As a result
of the  company's  expanded  operations  and marketing  activities,  the company
believes future  revenues will continue to grow from current levels.  Management
believes the  seasonality in its revenues will continue to be a factor in future
periods,  but may not impact the company as much as in  previous  years when the
selling window grows wider.

GROSS MARGIN
Gross  margin for the year ended August 31,  2001,  increased  by  approximately
$100,000, or 47%, compared to the same period in 2000. As a percentage of sales,
gross margin for the year ended August 31, 2001, was 45%, approximately the same
as the year ended August 31, 2000. This percentage should increase by the second
quarter of the new year as the Company expands its manufacturing  facilities and
brings in new equipment to produce more goods with a higher profit margin.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative expenses for the year ended August 31, 2001,
increased by approximately  $93,000,  or 21%,  compared to the year ended August
31, 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 the Company acquired in California.  As a percentage of sales, selling,
general  and  administrative  expenses  for the  year  ended  August  31,  2001,
decreased to 77% from 90% for the year ended August 31, 2000.

NET INCOME
The Company's net (loss) decreased to approximately  $226,000 for the year ended
August 31,  2001,  compared  to  approximately  $237,000  loss for fiscal  2000.
Management is bringing its vaulting pole

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<PAGE>

manufacturing process in house for the year ending August 31, 2002, which places
it in a position to sell more vaulting poles at a higher profit margin. This, in
combination  with other  Management  decisions,  should  enable  the  Company to
generate a profit for the year ending August 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES
Cash and cash  equivalents  totaled  approximately  $31,000 at August 31,  2001,
compared to approximately $17,000 at August 31, 2000.

Proceeds from  financing  activities  for the year ended August 31, 2001 totaled
$225,000 compared to $178,000 for fiscal 2000.

Current assets totaled approximately  $122,000 at August 31, 2001, providing the
Company with a current ratio of 1.1 when divided by its current  liabilities  of
approximately $113,000.

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.  There is no assurance that the Company
will be successful in raising outside capital.

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

These forward-looking statements are subject to risks and uncertainties based on
a number of factors  and actual  results  or events may differ  materially  from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the  company's  revenue and market share;
the consummation of new, and the  non-termination  of, existing  contracts;  new
competitors  entering  the  company's  business,   the  company's  liability  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 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.

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<PAGE>

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                                      F 3

     Consolidated Statements of Operations                            F 4

     Consolidated Statements of Changes in
        Stockholders' Equity (Deficit)                                F 5

     Consolidated Statements of Cash Flows                            F 6

     Notes to Consolidated Financial Statements                       F 8

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 ACCOUNTANTSON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

                                    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, 2001.

NAME                          POSITION WITH COMPANY                        AGE
--------------------------------------------------------------------------------
Dato'Sri Ram Sarma            Chairman of the Board of Directors           48
Bruce Caldwell                President, CEO, COO, and Director            50
Wayne Farrar                  Director and Chief Financial Officer         45
Earl Bell                     Director                                     42
Bonnie Caldwell               Secretary and Director                       48
A. Chandrakumanan             Director                                     39
Ulrich Gag                    Director                                     50
Alberto Caberlotto            Director                                     52

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 sit 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.

                                       9
<PAGE>

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. She is currently the treasurer of
the Southwest Users Group Inc., which is an organization  that surmises business
procedures of Lawson applications 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
medallist.  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.

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.

WAYNE  FARRAR is a  Director  and  serves  as Chief  Financial  Officer  for the
Company.  Mr.  Farrar  joined the Board of  Directors  on December  1, 2000.  He
previously  worked for the accounting firm of Price Waterhouse  (1990-1991).  He
has a Master of Science Degree in Accounting from North Texas State  University.
He also has a  Bachelors  Degree  from  Baylor  University  and a Master of Arts
Degree from the University of Texas at Arlington. Mr. Farrar has been in private
practice as a Certified Public Accountant for the past ten years and is also the
Chief  Financial  Officer of  Pinnacle  International  Corporation.  Mr.  Farrar
resigned as a Director in December 2001.

ULRICH GAG is a Director and serves as Operations Manager for the Company at its
facilities  in Sun  Valley,  California.  He has over 30  years'  experience  in
development  and  manufacturing  of  track  and  field  equipment.  Mr.  Gag  is
German-born  and came to the United States in 1972.  He worked  closely with Don
Gordon,  the original inventor of landing systems while at GSC/PORTaPIT.  He has
worked with the fabrication and  manufacturing  of vinyl,  canvas,  and breather
fabrics  used  in a  variety  of  products,  including  gymnastic  and  athletic
equipment.  He was a principal  owner of Pacific Mat,  Inc., for eight years and
joined ESSXsport Corp. in April 2000. Mr. Gag resigned as a Director in December
2001.

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.

                                       10
<PAGE>

BOARD MEETINGS AND COMMITTEES
The Board of  Directors  of the Company  held a total of 3 meetings and acted by
unanimous  consent on  approximately  two occasions during the fiscal year ended
August 31, 2001.  All six of the U.S.  Directors  attended each of the meetings,
and the two Malaysian  directors attended all meetings with the exception of one
telephone conference. The Board currently has no committees.

None of the Directors of the Company who 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,  the Company believes that, during the year ended August 31, 2001
officers, directors, and greater than ten percent beneficial owners were late in
filing  their  initial  Form 3's.  These Form 3's have now been filed.

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    Comp.
                                      ($)          ($)           ($)        Options (#)      ($)      ($)
<S>              <C>     <C>          <C>       <C>              <C>             <C>         <C>      <C>
Bruce Caldwell   2001    $48,000      -0-          -0-           -0-             -0-         -0-      -0-
                 2000    $48,000      -0-       $460.00 (1)      -0-             -0-         -0-      -0-
                 1999    $48,000      -0-       $250.00 (2)      -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.

(2) As part of his compensation in 1999, Mr. Caldwell received 250,000 shares of
stock at $0.001 per share.

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, 2002.

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, 2001, (a) each director of the Company, (b) each
person known to the Company to be a

                                       11
<PAGE>

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.

NAME AND TITLE                                    NUMBER OF            PERCENT
                                                   SHARES              OF CLASS
--------------------------------------------------------------------------------
Dato'Sri Ram Sarma, Chairman of the Board         4,079,876(2)          12.41%
Bruce Caldwell, President, CEO & Director         8,217,452(1)          24.99%
Wayne Farrar, Chief Financial Officer             1,200,000              3.65%
Bonnie Caldwell, Secretary & Director              2,006,400             6.10%
Earl Bell, Director                                  900,000             2.74%
A. Chandrakumanan                                  4,079,876(3)         12.41%
Ulrich Gag, Director                                 300,000             0.91%
Alberto Caberlotto                                   500,000             1.52%
Officers & Directors as Group (8 individuals)     21,083,604            64.74%

(1)  Does not include 12,000 shares owned by the minor son of Mr. Caldwell.
(2)  Includes 3,969,876 shares owned by of KRES Private Ltd., a company of which
     Mr. Sarma owns 50% interest.
(3)  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.

We have not been a party to any transaction,  proposed transaction, or series of
transactions in which the amount involved exceeds $60,000,  and in which, to our
knowledge,  any of our directors,  officers,  five percent  beneficial  security
holder,  or any member of the immediate family of the foregoing  persons has had
or will have a direct or indirect material interest.

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

(a)  Exhibits

     Item      Description

     3(i)      Articles of Incorporation and Amendments thereto, incorporated by
               reference  from Exhibit 3(i) to  Registrants'  Amendment No. 2 to
               Form 10-KSB filed December 17, 2001.

     (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.

                                       12
<PAGE>

     (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.

     21.       Subsidiaries of the Registrant.

(b)  Reports on Form 8-K.

     None.


                                   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 28 day of May 2003.

       Signatures                            Title

                                             Chairman of the Board of Directors
-----------------------------                and Director
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


                                             Director
-----------------------------
A. Chandrakumanan


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


                                             Director
-----------------------------
Alberto Caberlotto

                                       13
<PAGE>

                                 ESSXSPORT CORP.
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2001

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Pages
                                                                        -----

Independent Auditor's Report                                            F-2

Consolidated Balance Sheets as of August 31, 2001 and 2000              F-3

Consolidated Statements of Operations For the Years Ended
August 31, 2001 and 2000                                                F-4

Consolidated Statements of Stockholders' Equity
For the Years Ended August 31, 2001 and 2000                            F-5

Consolidated Statements of Cash Flows
For the Years Ended August 31, 2001 and 2000                            F-6-F-7

Notes to Consolidated Financial Statements                              F-8-F-14

                                       14
<PAGE>

                                 ESSXSPORT CORP.

                          CONSOLIDATED FINANCIAL REPORT

                                 AUGUST 31, 2002

<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,  2002 and 2001,  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,  2002 and  2001,  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 5, 2002

<PAGE>

                                                                          Page 2

                                 ESSXSPORT CORP.
                           CONSOLIDATED BALANCE SHEETS
                            AUGUST 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                         2002            2001
                                                                     ------------    ------------
                                      ASSETS

CURRENT ASSETS
<S>                                                                  <C>             <C>
    Cash                                                             $      8,872    $     30,943
    Accounts receivable                                                    38,168          26,361
    Stock subscriptions receivable                                           --             5,000
    Inventory                                                             107,552          59,444
                                                                     ------------    ------------

          Total current assets                                            154,592         121,748

PROPERTY AND EQUIPMENT
    Equipment                                                             171,389         117,526
    Furniture and fixtures                                                  3,640           3,640
                                                                     ------------    ------------

                                                                          175,029         121,166
    Less accumulated depreciation                                          89,411          41,745
                                                                     ------------    ------------

                                                                           85,618          79,421
                                                                     ------------    ------------
OTHER ASSETS
    Intangible assets, net of accumulated amortization                     10,462          15,362
    Deposits                                                                2,175           2,857
                                                                     ------------    ------------

TOTAL ASSETS                                                         $    252,847    $    219,388
                                                                     ============    ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                 $    136,909    $     43,377
    Accrued expenses                                                       50,885          58,006
    Current portion of obligation under capital lease                      11,193            --
    Notes payable - related parties                                        29,300          11,591
                                                                     ------------    ------------

          Total current liabilities                                       228,287         112,974

LONG-TERM OBLIGATION UNDER CAPITAL LEASE                                   15,556            --
                                                                     ------------    ------------

          Total liabilities                                               243,843         112,974

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value
       300,000,000 shares authorized; issued and outstanding
       2002 36,497,957 shares; 2001 32,916,567 shares                      36,498          32,917
    Additional paid-in capital                                            649,005         623,715
    Retained deficit (since September 1, 1998 quasi-reorganization
       in which a deficit of $2,399,744 was eliminated)                  (676,499)       (550,218)
                                                                     ------------    ------------

                                                                            9,004         106,414
                                                                     ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    252,847    $    219,388
                                                                     ============    ============
</TABLE>

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

<PAGE>

                                                                          Page 3

                                 ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED AUGUST 31, 2002 AND 2001



                                                       2002            2001
                                                   ------------    ------------

NET SALES                                          $    710,103    $    698,904

COST OF SALES                                           335,630         385,704
                                                   ------------    ------------

       Gross profit                                     374,473         313,200

SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES                             488,007         536,711
                                                   ------------    ------------

       Loss from operations                            (113,534)       (223,511)

OTHER INCOME (EXPENSE)
    Miscellaneous income                                  3,000             555
    Interest expense                                    (15,747)         (2,984)
                                                   ------------    ------------

                                                       (126,281)       (225,940)
Income tax expense                                         --              --
                                                   ------------    ------------

NET LOSS                                           ($   126,281)   ($   225,940)
                                                   ============    ============


Earnings (loss) per share:
    Basic                                          ($       .00)   ($       .01)
                                                   ============    ============

Weighted average number of shares outstanding:
       Basic                                         34,911,423      35,293,427
                                                   ============    ============

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

<PAGE>

                                                                          Page 4

                                 ESSXSPORT CORP.
                           CONSOLIDATED STATEMENTS OF
                         CHANGES IN STOCKHOLDERS' EQUITY
                      YEARS ENDED AUGUST 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                   Common Stock              Additional
                                           ----------------------------       Paid-in           Retained
                                              Shares          Amount          Capital            Deficit           Total
                                           ------------- --------------    -------------      -------------     -----------
<S>                                         <C>               <C>             <C>               <C>               <C>
BALANCE, AUGUST 31, 2000                     35,498,347       $ 35,498        $ 377,794         ($324,278)        $ 89,014
    Cancellation of old
       common stock                         ( 3,150,000)       ( 3,150)           3,150                                  -
    Contributed capital                                                          10,500                             10,500
    Issuance of common
       stock for services                         1,500              2              748                                750
    Issuance of common
       stock for subscription
       receivable                                17,800             18             ( 18)                                 -
    Issuance of common
       stock for cash                           538,920            539          226,551                            227,090
    Issuance of common stock
       for subscription receivable               10,000             10            4,990                              5,000
    Net loss                                                                                    ( 225,940)       ( 225,940)
                                           ------------- --------------  ---------------  ----------------  ---------------

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
                                           ============= ==============  ===============  ================  ===============
</TABLE>

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

<PAGE>

                                                                          Page 5

                             ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2002 AND 2001



                                                           2002          2001
                                                        ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Cash received from customers                        $ 701,296     $ 714,476
    Cash paid to suppliers                               (706,806)     (886,874)
    Interest paid                                         (15,747)       (2,984)
                                                        ---------     ---------

       Net cash used in operating activities              (21,257)     (175,382)


CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                  (13,863)      (35,513)
                                                        ---------     ---------

       Net cash used in investing activities              (13,863)      (35,513)


CASH FLOWS FROM FINANCING ACTIVITIES
    Cash received for common stock                          5,000       235,990
    Repayments on obligation under capital lease          (13,251)         --
    Repayments on notes payable                            (8,700)      (21,461)
    Advances under notes payable                           30,000        10,000
                                                        ---------     ---------

       Net cash provided by financing activities           13,049       224,529
                                                        ---------     ---------

       Net increase (decrease) in cash                    (22,071)       13,634

CASH, BEGINNING OF YEAR                                    30,943        17,309
                                                        ---------     ---------

CASH, END OF YEAR                                       $   8,872     $  30,943
                                                        =========     =========

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

<PAGE>

                                                                          Page 6

                                 ESSXSPORT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED AUGUST 31, 2002 AND 2001
                                   (continued)

<TABLE>
<CAPTION>
                                                                 2002            2001
                                                             ------------    ------------
RECONCILIATION OF NET LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES
<S>                                                          <C>             <C>
     Net loss                                                ($   126,281)   ($   225,940)
     Adjustments to reconcile net loss to net
        cash used in operating activities:

        Issuance of common stock for services                          --             750
        Issuance of common stock for equipment                         30              --
        Salary waived by shareholder
            recorded as contributed capital                        25,250          10,500
        Depreciation                                               47,666          22,361
        Amortization                                                4,900           4,900
        Change in operating assets and liabilities
            Accounts receivable                                   (11,807)         15,017
            Income tax receivable                                      --           1,752
            Inventory                                             (48,108)        (21,047)
            Prepaid expenses                                           --           7,278
            Deposits                                                  682          (1,920)
            Accounts payable                                       93,532           2,762
            Accrued expenses                                       (7,121)          8,205
                                                             ------------    ------------

               Net cash used in operating activities         ($    21,257)   ($   175,382)
                                                             ============    ============

SUPPLEMENTAL SCHEDULE OF NON-CASH
     INVESTING AND FINANCING ACTIVITIES
        Common stock issued for services                     $         --    $        750
        Purchase of equipment included in accounts payable             --          15,000
        Common stock issued in
            exchange for subscription receivable                       --           5,000
        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 the
statements.

<PAGE>

                                                                          Page 7

                                 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.

<PAGE>

                                                                          Page 8

                                 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.

     Sales to related  companies  totaled  $61,370 and $96,626 in 2002 and 2001,
     respectively.  Sales to two other unrelated  companies totaled $342,513 and
     $360,246 for 2002 and 2001, respectively. At August 31, 2002, approximately
     41% of the Company's  accounts  receivable was due from two  companies.  At
     August 31, 2001, approximately 11% of the Company's accounts receivable was
     due from one company.

     INVENTORY

     Inventory is stated at the lower of cost  (first-in,  first-out  method) or
     market value.  During the years ended August 31, 2002 and 2001, 21% and 45%
     of inventory purchases were from 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.

     SHIPPING AND HANDLING COSTS

     All  shipping and  handling  costs  incurred by the Company are included in
     selling,   general  and   administrative   expense  on  the  statements  of
     operations.  The costs totaled  approxi-mately  $36,000 and $46,000 for the
     years ended August 31, 2002 and 2001, respectively.

     ADVERTISING COSTS

     All advertising costs are expensed as incurred. Advertising expense for the
     years ended August 31, 2002 and 2001 were $4,393 and $3,990, respectively.


                                       17
<PAGE>

                                                                          Page 9

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     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.

     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.

     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.

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  significant  losses  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  reduce  costs  and focus on 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.

<PAGE>

                                                                         Page 10

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3. INVENTORIES

     The major components of inventories are as follows:
                                                            2002          2001
                                                         ---------     ---------
              Raw materials                              $  74,927     $  37,979
              Work-in-process                               15,811            --
              Finished goods                                16,814        21,465

                                                         $ 107,552     $  59,444


NOTE 4. NOTES PAYABLE
                                                            2002          2001
                                                         ---------     ---------

     Note  payable  to an  officer,  shareholder  and
     employee   of  the   Company,   due  on  demand,
     non-interest  bearing,  unsecured,   convertible
     into shares of common  stock at a rate of $0.001
     per share, converted in 2002                        $      --     $   3,591

     Note  payable  to an  officer,  shareholder  and
     employee   of  the   Company,   due  on  demand,
     non-interest  bearing,  unsecured,   convertible
     into  shares of common  stock at a rate of $0.05
     per share, repaid in 2002                                  --         8,000

     Note  payable  to an  officer,  shareholder  and
     employee of the Company, due on demand,  bearing
     an annual interest rate of 7%, unsecured.              29,300            --
                                                         ---------     ---------

                                                         $  29,300     $  11,591
                                                         =========     =========

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  25%.  The
     capitalized  cost and accumulated  depreciation of this equipment at August
     31, 2002 was $40,000 and $12,000, respectively.


                                       18
<PAGE>

                                                                         Page 11

                                 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:

         2003                                            $  17,786
         2004                                               17,786
                                                         ---------
         Total future payments                              35,572
         Amount representing interest                    (   8,823)
                                                         ---------
         Present value of future payments                   26,749
         Less current portion                               11,193
                                                         ---------
         Non-current portion                             $  15,556
                                                         =========

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, 2002 and 2001 was comprised of the
     following:

                                                           2002         2001
                                                         ---------    ---------
         Current deferred tax asset                      $ 228,670    $ 185,856
         Current deferred tax liability                         --           --
         Less valuation allowance                        ( 228,670)   ( 185,856)
                                                         ---------    ---------
         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   $448,000  and  expire  in  2021.  The  valuation  allowance
     increased $42,814 and $76,446 for the years ended August 31, 2002 and 2001,
     respectively.

     The  Company  has no tax  provision  or  benefit  in  2002  or  2001 as the
     Company's net operating losses provide no recognizable benefit.


                                       19
<PAGE>

                                                                         Page 12

                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7. INTANGIBLE ASSETS

     Included in intangible assets at August 31, 2002 and 2001 is the following:

                                                           2002          2001
                                                         ---------    ---------
         Patterns                                        $  12,000    $  12,000
         Non-compete agreement                              10,000       10,000
                                                         ---------    ---------

                                                            22,000       22,000
         Accumulated amortization                        (  11,538)   (   6,638)
                                                         ---------    ---------

                                                         $  10,462    $  15,362
                                                         =========    =========

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

NOTE 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
     $450,000 and $418,000  during the years ended August 31, 2002 and 2001. The
     balance  outstanding under recourse contracts was approximately  $80,500 at
     August 31,  2002.  In the event of default,  the Company  pays the factor a
     predetermined  amount or repossesses the secured  account.  The Company has
     not experienced any repossession  losses, and losses under present recourse
     obligations are not expected to be significant.  Accordingly,  no provision
     has  been  made for  future  losses  that may  result  under  the  recourse
     arrangements. It is reasonably possible that the Company's estimate of near
     term repossessions and losses could change.

     The  Company  leases  office and  warehouse  space  under  operating  lease
     agreements   through  2004.   Rent  expense  under  these   agreements  was
     approximately  $50,000 and $16,000 for the years ended  August 31, 2002 and
     2001, respectively.

     The approximate future minimum lease payments on operating leases at August
     31, 2002 are as follows:

         2003                          $   50,400
         2004                              42,000
                                       ----------
         Total                         $   92,400
                                       ==========

<PAGE>

                                                                         Page 13
                                 ESSXSPORT CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9. STOCKHOLDERS' EQUITY

     Included  in  additional  paid-in  capital at August  31,  2002 and 2001 is
     $20,000  and  $106,500,  respectively,  of  accrued  salaries  waived by an
     officer and contributed to the Company. For the years ended August 31, 2002
     and 2001 $20,000 and $10,500, respectively, of the waived amounts have been
     included in selling,  general and  administrative  expenses and contributed
     capital.

     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 is $3,591,  which was converted  into  3,591,540  shares of common
     stock on February 7, 2002.


                                       20
<PAGE>

                                 CERTIFICATION
                      Pursuant to 18 U.S.C. Section 1350,
                     as adopted pursuant to Section 302 of
                        the Sarbaanes-Oxley Act of 2002

I, Bruce Caldwell, certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-QSB of  ESSXSport
          Corp.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the registrant and I have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report  my  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of this Evaluation Date;

     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   I have  indicated  in the  quarterly report whether or not there  were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          our most recent  evaluation,  including  any  corrective  actions with
          regard to significant deficiencies and material weaknesses.

February 10, 2003                  /s/ Bruce Caldwell
                                   ----------------------------------
                                   Bruce Caldwell
                                   Chief Executive Officer and
                                   Chief Financial Officer