As filed with the Securities and Exchange Commission on March 5, 2004
                 Registration Statement No. 333-________________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                 ESSXSPORT CORP.
             (Exact name of Registrant as specified in its Charter)


            Nevada                                     33-0198542
--------------------------------           ------------------------------------
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization


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


                              --------------------

                                 ESSXSPORT CORP.
          2004 Professional/Employee/Consultant Stock Compensation Plan
                            (Full title of the plan)

                              --------------------

                                 Bruce Caldwell
                             9812-14 Glenoaks Blvd.
                          Sun Valley, California 91352
                                 (817) 285-2886
            (Name, address and telephone number of agent for service)

                              --------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
     Title of Each             Amount to be          Proposed Maximum        Proposed Maximum           Amount of
        Class of              Registered(1)           Offering Price            Aggregate            Registration Fee
    Securities to be                                   Per Share(2)            Offering(2)
       Registered
   -----------------          -------------          ---------------         ----------------        ----------------
<S>                           <C>                    <C>                     <C>                     <C>
      Common Stock              40,000,000                $0.02                  $800,000                 $101.36
</TABLE>

---------------

(1)      Pursuant to Rule 416,  shares  issuable as a result of any stock split,
         stock dividend or similar  transaction with respect to these shares are
         also being registered hereunder.

(2)      Estimated solely for the purpose of determining the  registration  fee.
         Pursuant  to  Rule  457(c)  and  457(h)(1),   the  offering  price  and
         registration  fee are  computed on the basis of the average of the high
         and low price of the common stock on the OTC Electronic  Bulletin Board
         on March 2, 2004.


<PAGE>

                                EXPLANATORY NOTE

Professionals,  employees or consultants who may be issued  securities under the
plan will not be associated,  either directly or indirectly,  in any transaction
relating to capital raising.




                                       2
<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           PLAN INFORMATION

         Plan Information omitted as permitted.


Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not Applicable.



                                       3
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company  hereby  incorporates  by  reference  in this  Registration
Statement  the  following  documents  previously  filed by the Company  with the
Securities and Exchange Commission:

         (1)      The Company's  Quarterly  Report on Form 10-QSB for the fiscal
                  quarter ended November 30, 2003.

         (2)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended August 31, 2003.

         (3)      The description of the Company's Common Stock contained in the
                  Registration  Statement on Form  10-SB/A  filed by the Company
                  with the Securities and Exchange  Commission on April 1, 2002,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.


Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 78.750 and 78.751 of the Nevada Revised Statutes provides that
a company may indemnify  its  directors and officers as to certain  liabilities.
The  Company's   Certificate  of  Incorporation   and  Bylaws  provide  for  the
indemnification of its directors and officers to the fullest extent permitted by
law.  The effect of such  provisions  is to  indemnify,  to the  fullest  extent
permitted by law, the directors  and officers of the Company  against all costs,
expenses and liabilities incurred by them in connection with any action, suit or
proceeding  in which they are involved by reason of their  affiliation  with the
Company.  The  Company  may  also  purchase  directors  and  officers  liability
insurance.


Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


Item 8.           EXHIBITS.

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         4.5      2004 Professional/Employee/Consultant Stock Compensation Plan

         5.1      Opinion of William B. Barnett, Esq.

         23.1     Consent  of  Weaver  and  Tidwell,  L.L.P.,  Certified  Public
                  Accountants.

         23.2     Consent of William B. Barnett,  Esq.  (included in the opinion
                  filed herewith as Exhibit 5.1)


                                       4
<PAGE>


Item 9.           UNDERTAKINGS.

         (a)      The Registrant hereby undertakes:

                  (1)      To file,  during  any  period  in which it  offers or
                           sells securities,  a post-effective amendment to this
                           Registration  Statement to include any  additional or
                           charged   material   information   on  the   plan  of
                           distribution;

                  (2)      For determining liability under the Securities Act of
                           1933, to treat each such post-effective  amendment as
                           a  new  registration   statement  of  the  securities
                           offered,  and the offering of the  securities at that
                           time to be the initial  bona fide  offering  thereof;
                           and

                  (3)      File  a  post-effective   amendment  to  remove  from
                           registration any of the securities that remain unsold
                           at the end of the offering.


         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action,  suit or proceeding is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       5
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on March 3, 2004.


                                            ESSXSPORT CORP.


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


<TABLE>
<CAPTION>
DATE                      SIGNATURE                                         TITLE
<S>                       <C>                                               <C>
March 3, 2004             /s/ Bruce Caldwell                                President, and Chief Financial Officer
                          -----------------------------                     and Director
                          Bruce Caldwell


March 3, 2004             /s/ Bonnie Caldwell                               Secretary and Director
                          -----------------------------
                          Bonnie Caldwell


March __, 2004                                                              Chairman of the Board of Directors
                          -----------------------------
                          Dato'Sri Ram Sarma


March 3, 2004             /s/ Earl Bell                                     Director
                          -----------------------------
                          Earl Bell


March __, 2004                                                              Director
                          -----------------------------
                          A. Chandrakumanan


March 3, 2004             /s/ Rick Foster                                   Director
                          -----------------------------
                          Rick Foster


March __, 2004                                                              Director
                          -----------------------------
                          Alberto Caberlotto
</TABLE>


                                       6
<PAGE>


                                INDEX TO EXHIBITS

         Exhibit
         Number            Exhibit
         -------           -------

         4.5               2004 Professional/Employee/Consultant Stock
                           Compensation Plan

         5.1               Opinion of William B. Barnett, Esq.

         23.1              Consent of Weaver and Tidwell, L.L.P.

         23.2              Consent of William B. Barnett,  Esq.  (included in
                           the opinion filed herewith as Exhibit 5.1)



                                       7
[{"type": "S-8", "sequence": "1", "filename": "v01887_s8.txt", "secsgml_size_bytes": 12846}]
{"company-data": {"conformed-name": "ESSXSPORT CORP", "cik": "0001107998", "assigned-sic": "3949", "irs-number": "330198542", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113317", "film-number": "04651943"}, "business-address": {"street1": "9812-14 GLENOAKS BOULEVARD", "city": "SUN VALLEY", "state": "CA", "zip": "91352", "phone": "8172852886"}, "mail-address": {"street1": "9812-14 GLENOAKS BOULEVARD", "city": "SUN VALLEY", "state": "CA", "zip": "91352"}}
As filed with the Securities and Exchange Commission on March 5, 2004
                 Registration Statement No. 333-________________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                 ESSXSPORT CORP.
             (Exact name of Registrant as specified in its Charter)

            Nevada                                     33-0198542
--------------------------------           ------------------------------------
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization

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

                              --------------------

                                 ESSXSPORT CORP.
          2004 Professional/Employee/Consultant Stock Compensation Plan
                            (Full title of the plan)

                              --------------------

                                 Bruce Caldwell
                             9812-14 Glenoaks Blvd.
                          Sun Valley, California 91352
                                 (817) 285-2886
            (Name, address and telephone number of agent for service)

                              --------------------

                         CALCULATION OF REGISTRATION FEE
Title of Each             Amount to be          Proposed Maximum        Proposed Maximum           Amount of
        Class of              Registered(1)           Offering Price            Aggregate            Registration Fee
    Securities to be                                   Per Share(2)            Offering(2)
       Registered
   -----------------          -------------          ---------------         ----------------        ----------------
Common Stock              40,000,000                $0.02                  $800,000                 $101.36
---------------

(1)      Pursuant to Rule 416,  shares  issuable as a result of any stock split,
         stock dividend or similar  transaction with respect to these shares are
         also being registered hereunder.

(2)      Estimated solely for the purpose of determining the  registration  fee.
         Pursuant  to  Rule  457(c)  and  457(h)(1),   the  offering  price  and
         registration  fee are  computed on the basis of the average of the high
         and low price of the common stock on the OTC Electronic  Bulletin Board
         on March 2, 2004.
EXPLANATORY NOTE

Professionals,  employees or consultants who may be issued  securities under the
plan will not be associated,  either directly or indirectly,  in any transaction
relating to capital raising.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           PLAN INFORMATION

         Plan Information omitted as permitted.

Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not Applicable.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company  hereby  incorporates  by  reference  in this  Registration
Statement  the  following  documents  previously  filed by the Company  with the
Securities and Exchange Commission:

         (1)      The Company's  Quarterly  Report on Form 10-QSB for the fiscal
                  quarter ended November 30, 2003.

         (2)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended August 31, 2003.

         (3)      The description of the Company's Common Stock contained in the
                  Registration  Statement on Form  10-SB/A  filed by the Company
                  with the Securities and Exchange  Commission on April 1, 2002,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 78.750 and 78.751 of the Nevada Revised Statutes provides that
a company may indemnify  its  directors and officers as to certain  liabilities.
The  Company's   Certificate  of  Incorporation   and  Bylaws  provide  for  the
indemnification of its directors and officers to the fullest extent permitted by
law.  The effect of such  provisions  is to  indemnify,  to the  fullest  extent
permitted by law, the directors  and officers of the Company  against all costs,
expenses and liabilities incurred by them in connection with any action, suit or
proceeding  in which they are involved by reason of their  affiliation  with the
Company.  The  Company  may  also  purchase  directors  and  officers  liability
insurance.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.           EXHIBITS.

         The  following  documents  are filed as exhibits  to this  Registration
Statement:

         4.5      2004 Professional/Employee/Consultant Stock Compensation Plan

         5.1      Opinion of William B. Barnett, Esq.

         23.1     Consent  of  Weaver  and  Tidwell,  L.L.P.,  Certified  Public
                  Accountants.

         23.2     Consent of William B. Barnett,  Esq.  (included in the opinion
                  filed herewith as Exhibit 5.1)

                                       4
Item 9.           UNDERTAKINGS.

         (a)      The Registrant hereby undertakes:

                  (1)      To file,  during  any  period  in which it  offers or
                           sells securities,  a post-effective amendment to this
                           Registration  Statement to include any  additional or
                           charged   material   information   on  the   plan  of
                           distribution;

                  (2)      For determining liability under the Securities Act of
                           1933, to treat each such post-effective  amendment as
                           a  new  registration   statement  of  the  securities
                           offered,  and the offering of the  securities at that
                           time to be the initial  bona fide  offering  thereof;
                           and

                  (3)      File  a  post-effective   amendment  to  remove  from
                           registration any of the securities that remain unsold
                           at the end of the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action,  suit or proceeding is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on March 3, 2004.

                                            ESSXSPORT CORP.

                                            By: /s/ Bruce Caldwell
                                                -------------------------------
                                                Bruce Caldwell
                                                President
DATE                      SIGNATURE                                         TITLE
March 3, 2004             /s/ Bruce Caldwell                                President, and Chief Financial Officer
                          -----------------------------                     and Director
                          Bruce Caldwell

March 3, 2004             /s/ Bonnie Caldwell                               Secretary and Director
                          -----------------------------
                          Bonnie Caldwell

March __, 2004                                                              Chairman of the Board of Directors
                          -----------------------------
                          Dato'Sri Ram Sarma

March 3, 2004             /s/ Earl Bell                                     Director
                          -----------------------------
                          Earl Bell

March __, 2004                                                              Director
                          -----------------------------
                          A. Chandrakumanan

March 3, 2004             /s/ Rick Foster                                   Director
                          -----------------------------
                          Rick Foster

March __, 2004                                                              Director
                          -----------------------------
                          Alberto Caberlotto
6
INDEX TO EXHIBITS

         Exhibit
         Number            Exhibit
         -------           -------

         4.5               2004 Professional/Employee/Consultant Stock
                           Compensation Plan

         5.1               Opinion of William B. Barnett, Esq.

         23.1              Consent of Weaver and Tidwell, L.L.P.

         23.2              Consent of William B. Barnett,  Esq.  (included in
                           the opinion filed herewith as Exhibit 5.1)

                                       7