SecProbe.io

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Mail Stop 3561

      July 12, 2005

Via U.S. Mail and Fax
Don Dallape
Chairman and CEO
Execute Sports, Inc.
1284 Puerta Del Sol, Suite 150
San Clemente, CA 92673

	Re:	Execute Sports, Inc.
		Form SB-2
		Filed June 16, 2005
		File No. 333-125868

Dear Mr. Dallape:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

Registration Statement Cover Page
1. We note that you plan to rely on Rule 415 to conduct a
continuous
offering of your securities.  Please add a box to the cover page
of
the registration statement and mark that box to indicate that you
are
relying on Rule 415.  Please see Interpretation D.36 of the
Division
of Corporation Finance Manual of Publicly Available Telephone
Interpretations, found on the web at
http://www.sec.gov/interps/telephone/1997manual.txt.

Prospectus Cover Page
2. We note your statement on the prospectus cover page and
throughout
the prospectus that the company "intends to apply for listing on
the
Over-the-Counter Bulletin Board."  Please note that the OTC
Bulletin
Board is not an exchange, so securities are not listed on the OTC
Bulletin Board, they are approved for trading.  Please revise this
statement throughout your prospectus.  In addition, please revise
your statement that the company applies to have its securities
traded
on the OTC Bulletin Board, as only brokers can apply to the NASD
to
have a company`s securities traded on the OTC Bulletin Board.

General
3. Your registration statement refers to market estimates
formulated
by Emergent Growth Analytics, the American Motorcycle Association,
and the Motorcycle Industry Council.  Please provide us with
marked
copies of any materials that support this and other third party
statements, clearly cross-referencing a statement with the
underlying
factual support.  Confirm for us that these documents are publicly
available.  To the extent that any of these reports have been
prepared specifically for this filing, file a consent from the
party.
Also, please provide factual support for your assertions that your
brand name is already becoming one of the most widely recognized
and
respected names in the Powersports industry, that your affiliation
with world-class athletes establishes the greatest level of
credibility among consumers, that these affiliations provide the
best
chance of establishing shelf space for your products, and that
your
use of manufacturers in China allows you to produce the best
quality
products at the lowest possible prices.
4. Revise to provide the disclosures required by Item 304 of
Regulation S-B regarding your change in your principal accountant
and
include the accountant`s letter as an exhibit to the filing.

Prospectus Summary, page 5
5. The purpose of the prospectus summary is to provide a snapshot
of
your company`s financial condition and operations.  However, your
summary reads more like a marketing brochure for the company.
Please
revise to make the tone of this section more objective and
disclosure-oriented and less of an advertisement for the company.

6. Please balance your discussion of your business strategy with a
summary of your current financial condition, including a brief
analysis of your need for additional funds after the completion of
this offering.  For example, we note a risk factor on page 11
stating
that you will attempt to secure additional financing after this
initial public offering.  Do you not expect your initial public
offering to provide the required funding for development and
commercialization of your products, even if you receive the
maximum
anticipated proceeds?  Please also revise your Management`s
Discussion and Analysis to provide a more detailed discussion of
your
plan for obtaining the funds necessary to develop and sell your
products.
7. Your summary discusses the "power sports" industry, which is
composed of motorcycles, personal watercraft, all-terrain
vehicles,
and snowmobiles, citing growth statistics for each of those
markets.
Please revise to discuss the relevance of growth in sales of, for
example, off-road motorcycles, to sales of your actual products:
graphics kits, ancillary clothing and travel bags, wetsuits, vests
and gloves, dry jackets, and graphics kits.  In addition, clarify
which of your products are merely in the developmental stages.
8. Please define your use of terms such as "pricing elasticity" on
page 6 and "footprint" on page 7 the first time those terms occur
in
the registration statement.

Our Company, page 5

9. Reconcile the date of your private placement.  Here you
reference
a commencement date of July 2004 and on page 7 you state that it
commenced in September 2004.

Our Strategy, page 6
10. We note your statement here and elsewhere in the prospectus
that
the company has established sponsorship arrangements with leading
athletes in motocross, wakeboarding, NASCAR and Formula 1 Racing.
In
your business section, please identify (a chart would work well)
each
athlete with whom you have entered into sponsorship agreements, as
well as his or her sport.
11. Your reference to an "acquisition/roll-up strategy" is not
clear.
Explain what you mean by "roll-up strategy."

Summary of the Offering, page 8

12. We note your disclosure that you issued 3,340,000 shares of
common stock in connection with professional services contracts
and
consulting fees in February 2005.  Please provide us in your
response
letter with additional details regarding these issuances,
including
how they may correlate with the contracts included as exhibits to
the
Form SB-2, and how you valued these issuances.  Also tell us in
your
response the amount of expense related to these shares and where
such
expense is included in the Statement of Operations for the quarter
ended March 31, 2005 and prior periods, if applicable.

Risk Factors, page 10

General
13. Please revise the entire risk factors section to set off each
risk factor heading with bold or underlined type.
14. In many of your risk factors, you conclude that if the risk
materializes, your business, results of operations, or financial
conditions could be adversely affected.  Please revise each risk
factor to replace this language with specific disclosure of the
possible impact upon your operating results, business, liquidity,
cash flow, financial condition, share price, etc.
15. Please create two separately captioned risk factors discussing
your heavy reliance on (1) four major customers and (2) three
major
manufacturers of your inventory.

"We cannot assure you that a market will develop....," page 14
16. The reference to the initial public offering price being
determined through negotiations with the underwriters is
inapplicable.  Please delete this reference and accurately reflect
how the initial public offering price is being determined.
"Management has broad discretion to use the proceeds...," page 14
17. Explain the reference to "new co-location facilities."

Use of Proceeds, page 15
18. Because this is a best efforts, no minimum offering, please
revise your Use of Proceeds, Capitalization, and Dilution sections
to
reflect the sale of varying amounts of the total amount being
offered.
19. Reconcile your conflicting disclosure that the net proceeds
from
this offering will be sufficient to satisfy the company`s cash
requirements for the "foreseeable future" with your other
statements
that an additional equity financing will be necessary at the
conclusion of this offering.
20. Add disclosure clarifying that proceeds raised from this
offering
may not be all cash.  We note your representation in the plan of
distribution section that shares may be distributed for non-cash
consideration.  In addition, reflect this use of proceeds option
in
your risk factors that highlight your need for additional capital.

Capitalization, page 17

21. Revise the first paragraph to indicate the information in the
table is as of March 31, 2005, rather than December 31, 2004.

22. Since this is not a firm underwritten offering, you should not
disclose pro forma information assuming the receipt of offering
proceeds.  Please remove this disclosure from your filing.

Dilution, page 18

23. Revise the disclosures in the fourth paragraph to reconcile
with
the amounts detailed in the table.

24. Please revise the disclosures concerning the Company on a
historic basis to indicate it has a net tangible deficit, not book
value.

Plan of Distribution, page 19
25. Reconcile your conflicting disclosure here that the offering
will
expire when all the units are sold or 12 months after the date of
effectiveness to the disclosure in the summary that indicates that
the offering will end on October 31, 2005.
26. Confirm in your response letter that you will file a post-
effective amendment to reflect the change in the plan of
distribution
if an underwriter is engaged to conduct the distribution.

Management`s Discussion and Analysis, page 23

Overview, page 23
27. Your auditors have questioned your ability to continue as a
going
concern.  Please revise your overview subsection to discuss the
going
concern opinion, including management`s plan to minimize the
threat
of liquidation or reorganization.  Analyze how your initial public
offering fits into your strategy for continuing as a going
concern.
What impact will receipt of the maximum amount of proceeds from
this
offering have on your ability to continue as a going concern?
Will
those proceeds provide you with the needed cash to finance
operations
for the next year?  For the next two years?  Alternatively, what
will
happen if you only receive half of the proceeds you hoped to gain
from your initial public offering?  What impact will that have on
your ability to continue as a going concern?  How will you modify
your strategy in that event?  Finally, please revise the risk
factor
caption for your first risk factor to clarify that your
independent
auditors have questioned your ability to continue as a going
concern.

28. We note your disclosure that you operate in two business
segments.  Revise to provide the disclosures required by
paragraphs
25 through 28 of SFAS 131 in the Financial Statements and also
provide a detailed analysis of results by business segment for all
periods presented.

29. We note your discussion on page 10 that your business results
for
the first quarter are higher than other quarters due to
seasonality.
Revise to provide additional information about the nature of this
seasonality, as it would seem that due to the nature of your
business
this cyclicality would be in the summer months.
30. Please further clarify how the seasonality of your business is
related to the particular geographic markets in which you operate.
For example, what percentage of your revenue is generated by sales
into specific geographic markets?  Do areas with more temperate
climates generate a significant portion of your revenue?  If so,
what
percentage?
31. You discuss your heavy reliance on four major customers in
Note A
(page F-10) to your consolidated financial statements.  Please
discuss the possible impact on your revenues if you lose one or
more
of these major customers.  Discuss your relationship with these
four
customers.  Do you have any contractual agreements with these
customers obligating them to purchase a certain amount of your
products per year?  If not, what is your belief as to the
likelihood
that you will retain these customers in the next year, as well as
the
next two years?  In addition, please disclose your dependence on
your
major customers in your Description of Business section and
identify
those customers, explaining how your reliance on these four
customers
fits into your discussion on page 31 of your sales to more than
200
retail stores.
32. Revise to include a discussion of the company`s use of
factoring
in its operations.
33. Explain how the company intends on complementing and
diversifying
its product offerings and improving its operating efficiencies.

Summary of Significant Accounting Principles, page 24
34. Rewrite this section so that it does not duplicate note A to
your
financial statements.  This subsection should focus on your
accounting policies that involve the most subjective estimates of
management.  For guidance, please consult  Section V of the
Commission`s Interpretive Release No. 33-8350, "Commission
Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations," located on our website at
http://www.sec.gov/rules/interp/33-8350.htm.

Results of Operations for the Three Months Ended March 31, 2005
and
March 31, 2004, page 26
35. Expand your discussion of results for both the year ended
December 31, 2004 and the quarter ended March 31, 2005 to discuss
specifically why revenues and expenses increased, including, but
not
limited to, new product introductions, expansions into new
markets,
and overall developments in the Company`s strategy and product
mix.
36. Identify the "key account" referenced in the first paragraph
of
this subsection.

The Company`s Liquidity Plan, page 27
37. You state that the company`s cost control strategies,
implemented
in response to your auditor`s going concern opinion, were the
primary
reason why you were able to generate positive cash flow from
operations for the quarter ended March 31, 2005.  On page 10 of
the
Form SB-2, however, you explain that the business results for the
first quarter of the 2005 are a result of seasonality.  Please
explain this apparent discrepancy.

Outlook for Our Business, page 27
38. Provide more detail on how your planned expansion of products,
distribution channels and acquisition strategy will be financed.
39. Revise to include a discussion of your debt and the effect
servicing it has had, and is expected to have, on your results of
operations and financial condition.

Results of Operations for the Years Ended December 31, 2004 and
December 31, 2003, page 28
40. Please revise this discussion to provide further details about
material changes in line items of your financial statements.  For
example, between the years ended December 31, 2003 and December
31,
2004, your current assets declined by $199,635 and your current
liabilities increased by $251,339 over the same period, resulting
in
an increase in your current ratio from 0.478 to 0.197.  In other
words, in one year your company went from being able to pay off
approximately half of your current liabilities to less than one
fifth
of your current liabilities.  What were the reasons for the
substantial decrease in current assets and large increase in
current
liabilities?  Do you expect this trend to continue going forward?
How will funding from the proposed initial public offering aid
your
efforts to minimize the decrease in your current ratio?  Please
offer
qualitative and quantitative analysis of changes in those line
items
and other material line items in your balance sheet, results of
operations, and statements of cash flows.

Description of Business, page 28
41. We note your reference to manufacturi