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Microcap & Penny Stocks : ESXS: Essxsport Corp. -- Ignore unavailable to you. Want to Upgrade?

To: esxsceo who wrote (69)	3/23/2000 2:48:00 PM
From: jhild	Respond to of 79

Bruce thank you for your responses. I am glad to hear that you are moving things along for filing. I of course think full disclosure is important for any company that is taking advantage of the public equity markets to raise capital. There are too many examples of abuse about. Gratefully I think those loopholes are closing and legitimate companies can expect some benefit by not having that capital siphoned off by the unscrupulous. I look forward to seeing your financials posted. Good luck with your busy schedule.

To: esxsceo who wrote (69)	3/25/2000 11:48:00 PM
From: jhild	Read Replies (1) \| Respond to of 79

Bruce I am looking at a copy of your Form D (received at the SEC on Feb 18, 2000) and I have a few questions. I think it is best to take these questions one at a time: First, I see by your latest statement that Harry Ledbetter is not involved in any way with the sale of your 504 exemption securities. This comes as some relief to me as you had mentioned earlier that you were referring any investors to Harry after sending them the investor's pack. So this means then that your Form D is accurate when you say under Section B, #4 you are not paying anyone for assisting you in soliciting the sales of your shares. Your exact quote here is "None at this time". (You realize of course that you must file an amended Form D in the event that Harry does in fact ever receive any commission or other consideration in the sale of these Reg D securities?) So for your sake I certainly hope that you do not repeat the statements that you did earlier about having them call Harry Ledbetter at Southland with regard to these securities, because at this point you would be specifically withholding information about his participation (without an amendment to this question). Since that would be misleading, I am sure you would want to avoid the stigma of that. Mr. Ledbetter's participation here raises other questions that we can go into at a later date. But for now let's focus on your Form D. Part B: 4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering. If a person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or dealer. If more than five (5) persons to be listed are associated persons of such a broker or dealer, you may set forth the information for that broker or dealer only. Your response: None at this time

To: esxsceo who wrote (69)	3/26/2000 6:07:00 PM
From: jhild	Respond to of 79

Bruce, I'm still looking at your Form D. Now this is a small point but perhaps you can explain it. In Section C, #1 You have indicated your intention to sell $1,000,000 in aggregate and that you have already sold $20,000. But in Section C #2 you indicate that you have sold $10,000 worth to 2 accredited investors and left non-accredited investors blank for only a total of $10,000 overall to 2 investors. Do you think you could explain this apparent inconsistency? 1. Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "0" if answer is "none" or "zero". If the transaction is an exchange offering, check this box o and indicate in the column below the amounts of the securities offered for exchange and already exchanged. Type of Security Aggregate Amount Already Offering Price Sold Debt. . . . . . . . . . . . . . . . . . . . . . . . . $___________ $___________ Equity. . . . . . . . . . . . . . . . . . . . . . . . $_1,000,000_ $__20,000___ X Common o Preferred Convertible Securities (including warrants) . . . . . $___________ $___________ Partnership Interests.. . . . . . . . . . . . . . . . $___________ $___________ Other (Specify ________________________________). . . $___________ $___________ Total. . . . . . . . . . . . . . . . . . . . . . . . $_1,000,000_ $__20,000___ Answer also in Appendix, Column 3, if filing under ULOE 2. Enter the number of accredited and non-accredited investors who have purchased securities in this offering and the aggregate dollar amounts of their purchases. For offerings under Rule 504, indicate the number of persons who have purchased securities and the aggregate dollar amount of their purchases on the total lines. Enter "0" if answer is "none" or "zero." Number Aggregate Investors Dollar Amount of Purchases Accredited Investors. . . . . . . . . . . . . . . . . _____2______ $_10,000____ Non-accredited Investors. . . . . . . . . . . . . . . ____________ $___________ Total (for filings under Rule 504 only) . . . . . . . _____2______ $_10,000____ Answer also in Appendix, Column 4, if filing under ULOE

To: esxsceo who wrote (69)	3/26/2000 6:58:00 PM
From: jhild	Respond to of 79

Section C #4. This is the statement of expenses for this offering. I have some real questions here. Printing and engraving costs are $25,000? You didn't check the estimate box so this would appear to be what your actual expenses are supposed to be. That looks a bit rich to me. You realize that these fees are supposed to represent "expenses in connection" with your offering not your own organizational expenses? Legal and accounting fees for just this offering are $65,000? Again just for this offering? Ever think of shopping around? But the sales commissions of $120,000 really draws my attention in light of the fact that you have indicated that there are "None at this time" sales agents. Is this $120,000 earmarked for Mr. Harry Ledbetter for his efforts? Have you failed to declare his anticipated involvement? If so, why? Another $25,000 for what you call Blue Sky expenses? Sales expenses, telephone and mailing expenses of $25,000? Really and truly? I really have to marvel here Bruce that you are going to all this effort to raise this money and the overhead just for the offering is already pegged at 24% of what you are trying to raise. And none of these were declared as estimates either. 4. a. Furnish a statement of all expenses in connection with the issuance and distribution of the securities in this offering. Exclude amounts relating solely to organization expenses of the issuer. The information may be given as subject to future contingencies. If the amount of an expenditure is not known, furnish an estimate and check the box to the left of the estimate. Transfer Agent's Fees . . . . . . . . . . . . . . . . . . . . . . . . . o $___8,000___ Printing and Engraving Costs. . . . . . . . . . . . . . . . . . . . . . o $__25,000___ Legal Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o $__30,000___ Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . o $__35,000___ Engineering Fees . . . . . . . . . .. . . . . . . . . . . . . . . . . . o $___________ Sales Commissions (Specify finder's fees separately) . . . . . . . . . o $_120,000___ Other Expenses (identify) __Blue Sky - Sales Expenses, telephone, mail____ . o $__25,000___ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o $_243,000___ b. Enter the difference between the aggregate offering price given in response to Part C - Question 1 and total expenses furnished in response to Part C-Question 4.a. This difference is the "adjusted gross proceeds to the issuer.". . . . . . . . . . . . . . . . o $_757,000___

To: esxsceo who wrote (69)	3/26/2000 8:12:00 PM
From: jhild	Respond to of 79

Your use of funds shows only $300,000 going to working capital. That leaves $457,000 going to others. May I confirm with you that none of this figure is going to any company or entity in which you or any other Director can be considered a control person as per your responses to this part of the Form D.? 5. Indicate below the amount of the adjusted gross proceeds to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to the left of the estimate. The total of the payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C-Ques-tion 4.b. above. Payments to Officers, Directors, & Payments To Affiliates Others Salaries and fees . . . . . . . . . . . . . . . . . . . . o $__________ o $ __125,000_ Purchase of real estate . . . . . . . . . . . . . . . . . o $__________ o $ ____-0-___ Purchase, rental or leasing and installation of machinery and equipment. . . . . . . . . . . . . . . . o $__________ o $ ___35,000_ Construction or leasing of plant buildings and facilities. . . . . . . . . . . . . . . . . o $__________ o $ __________ Acquisition of other businesses (including the value of securities involved in this offering that may be used in exchange for the assets or securities of another issuer pursuant to a merger. . . . . . . . . . . . . . . . . . . o $__________ o $ __________ Repayment of indebtedness . . . . . . . . . . . . . . . . o $__________ o $ __________ Working capital . . . . . . . . . . . . . . . . . . . . . o $__________ o $ __300,000_ Other (specify) ___Advertising, Inventory, Catalog, and__ o $__________ o $ __207,000_ __Show Expenses, Travel and Lodging______________________ __proform and execute Sales___________________. . . . . . o$ __________ o $ ___90,000_ Column Totals. . . . . . . . . . . . . . . . . . . . . . o $__________ o $ __757,000_ Total Payments Listed (column totals added) . . . . . . . . . . . . o $_1,000,000_