UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                For the quarterly period ended September 30, 2004

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
        For the transition period from                     to
                                           ---------------   ------------
                         Commission file number 0-30914

                             XTREME COMPANIES, INC.
        (Exact name of small business issuer as specified in its charter)

                   Nevada                          88-0394012
             --------------------            -----------------------
          (State  or  other  jurisdiction  of           (IRS  Employer
          incorporation  or  organization)        Identification  No.)

                         11782  Western  Ave.,  Unit  18
                           Stanton,  California  90680
               ---------------------------------------------------------
               (Address  of  principal  executive  offices) (Zip  Code)


                                 (714) 895-0944
                            -------------------------
                           (Issuer's telephone number)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

As  of  November  22,  2004,  the  Issuer  had  outstanding 11,035,156 shares of
its common  stock,  $0.001  par  value.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]


                          PART  I-FINANCIAL  INFORMATION

Item  1.  Financial  Statements

                      XTREME  COMPANIES  INC.  AND  SUBSIDIARY
                                TABLE  OF  CONTENTS
                                         PAGE

UNAUDITED  CONSOLIDATED  BALANCE  SHEET                              3


UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                  4

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                 5





<TABLE>
<CAPTION>

                                                           September  30,          December  31,
                                                                    2004              2003
                                                                  -----             ----


<S>                                                               <C>            <C>
ASSETS:

Current Assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     14,085   $     61,752
  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . .             -         84,821
  Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . .             -         10,000
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .         7,469          7,469
                                                                  -------------  -------------
     Total Current Assets. . . . . . . . . . . . . . . . . . . .        21,554        164,042
                                                                  -------------  -------------

Property and Equipment:
    Furniture and fixtures . . . . . . . . . . . . . . . . . . .           985            985
    Machinery and equipment. . . . . . . . . . . . . . . . . . .         4,505          4,505
                                                                  -------------  -------------
                                                                         5,490          5,490
    Less accumulated depreciation. . . . . . . . . . . . . . . .          (823)           (46)
                                                                  -------------  -------------
      Net Fixed Assets . . . . . . . . . . . . . . . . . . . . .         4,667          5,444
                                                                  -------------  -------------

Licensed technology. . . . . . . . . . . . . . . . . . . . . . .             -              -
                                                                  -------------  -------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $     26,221   $    169,486
                                                                  =============  =============


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . .  $    254,166   $    330,632
  Payroll tax liabilities. . . . . . . . . . . . . . . . . . . .       118,375        118,375
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .       107,926         90,945
  Notes payable. . . . . . . . . . . . . . . . . . . . . . . . .       232,000        368,783
                                                                  -------------  -------------
   Total Current Liabilities . . . . . . . . . . . . . . . . . .       712,467        908,735
                                                                  -------------  -------------

Long-Term Liabilities:
 Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .       514,783              -
                                                                  -------------  -------------
                                                                       514,783              -
                                                                  -------------  -------------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . .     1,227,250        908,735
                                                                  -------------  -------------

Stockholders' Equity:
   Common stock, $.001 par value, 100,000,000 authorized,
   11,075,156 and 7,118,532 issued and outstanding, respectively        11,075          7,118
  Additional paid-in capital . . . . . . . . . . . . . . . . . .    16,526,592     15,555,172
  Retained deficit . . . . . . . . . . . . . . . . . . . . . . .   (17,628,696)   (16,191,539)
  Deferred compensation. . . . . . . . . . . . . . . . . . . . .      (110,000)      (110,000)
                                                                  -------------  -------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . .    (1,201,029)      (739,249)
                                                                  -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $     26,221   $    169,486
                                                                  =============  =============
</TABLE>




<TABLE>
<CAPTION>

                                        Three months ended                 Nine months ended
                                           September 30,                     September 30,
                                        ------------------                 -----------------
                                                2004          2003          2004          2003
                                                ----          ----          ----          ----

<S>                                       <C>           <C>          <C>           <C>
REVENUES:. . . . . . . . . . . . . . . .  $         -   $        -   $   110,852   $        -

COST OF GOODS SOLD . . . . . . . . . . .       55,590                    148,097
                                          ------------  -----------  ------------  -----------
GROSS PROFIT . . . . . . . . . . . . . .      (55,590)           -       (37,245)           -
                                          ------------  -----------  ------------  -----------

OPERATING EXPENSES:
General and admininstrative. . . . . . .       72,387       15,155     1,123,544       39,308
Professional fees. . . . . . . . . . . .       89,794        9,271       118,854       55,151
Consulting fees. . . . . . . . . . . . .       54,934      111,875        54,934      203,750
Amortization and depreciation. . . . . .          227            -           777       12,418
Writedown of assets. . . . . . . . . . .            -            -        84,821            -
                                          ------------  -----------  ------------  -----------
  Total Operating Expenses . . . . . . .      217,342      136,301     1,382,930      310,627
                                          ------------  -----------  ------------  -----------

Loss from Operations . . . . . . . . . .     (272,932)    (136,301)   (1,420,175)    (310,627)
                                          ------------  -----------  ------------  -----------

OTHER INCOME (EXPENSES)
Interest income. . . . . . . . . . . . .            -            -             -       15,657
Other income . . . . . . . . . . . . . .            -            -             -            -
Interest expense . . . . . . . . . . . .       (9,335)           -       (16,982)           -
                                          ------------  -----------  ------------  -----------
                                               (9,335)           -       (16,982)      15,657
                                          ------------  -----------  ------------  -----------

Net loss before discontinued operations.     (282,267)    (136,301)   (1,437,157)    (294,970)
                                          ------------  -----------  ------------  -----------

Loss from discontinued operations. . . .            -         (462)            -         (462)
                                          ------------  -----------  ------------  -----------

NET INCOME (LOSS). . . . . . . . . . . .  $  (282,267)  $ (136,763)  $(1,437,157)  $ (295,432)
                                          ============  ===========  ============  ===========

Weighted average number of
  shares outstanding . . . . . . . . . .   10,846,962    2,997,816    10,233,923    1,235,656
                                          ============  ===========  ============  ===========

Net Earnings (Loss) per share. . . . . .  $     (0.03)  $    (0.05)  $     (0.14)  $    (0.24)
                                          ============  ===========  ============  ===========
</TABLE>






<TABLE>
<CAPTION>

                                                    Nine months ended
                                                      September 30,
                                                    -----------------
                                                    2004          2003
                                                    ----          ----


<S>                                               <C>           <C>
Cash Flows From Operating Activities:
  Net Income (Loss). . . . . . . . . . . . . . .  $(1,437,157)  $(295,432)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation/amortization. . . . . . . . . .          777      12,418
    Allowance for doubtful accounts. . . . . . .            -       4,067
    Issuance of stock for services . . . . . . .      945,844           -
    Issuance of stock for cancellation of debt .            -           -
    Writedown of inventory . . . . . . . . . . .       84,821
   Changes in assets and liabilities:
   Decrease(increase) in other receivable. . . .            -      74,753
   Decrease (Increase) in deposits . . . . . . .       10,000           -
   Increase in prepaid expenses. . . . . . . . .            -           -
   Increase (decrease) in payroll taxes. . . . .            -           -
   Increase in accrued expenses. . . . . . . . .       16,981      10,019
   Increase (decrease) in accounts payable . . .      (76,466)   (454,586)
                                                  ------------  ----------
                                                      981,957    (353,329)
                                                  ------------  ----------
Net Cash Used in Operating Activities. . . . . .     (455,200)   (648,761)
                                                  ------------  ----------

Cash Flow From Investing Activities:
  Net borrowing related parties. . . . . . . . .            -     320,415
  Proceeds(payments) from notes receivable . . .            -     (58,606)
                                                  ------------  ----------
Net Cash Provided By Investing Activities. . . .            -     261,809
                                                  ------------  ----------

Cash Flow From Financing Activities:
  Stock cancelled for outstanding loans. . . . .            -     (90,410)
  Stock issuance for debt conversion . . . . . .       29,533     477,202
  Note payable - net of principal payments . . .            -           -
  Proceeds from notes payable. . . . . . . . . .      378,000           -
  Proceeds from sale of stock. . . . . . . . . .            -           -
                                                  ------------  ----------
Net Cash Provided By Financing Activities. . . .      407,533     386,792
                                                  ------------  ----------

(Decrease) Increase in Cash. . . . . . . . . . .      (47,667)       (160)

Cash and Cash Equivalents - Beginning of period.       61,752         373
                                                  ------------  ----------

Cash and Cash Equivalents - End of period. . . .  $    14,085   $     213
                                                  ============  ==========



Supplemental Cash Flow Information:
  Interest paid. . . . . . . . . . . . . . . . .  $         -   $       -
                                                  ============  ==========
  Taxes paid . . . . . . . . . . . . . . . . . .  $         -   $       -
                                                  ============  ==========
</TABLE>




ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion  and  analysis  covers  material  changes in our
financial condition since the year end December 31, 2003 and a comparison of the
results  of operations for the three and nine months ended September 30, 2004 to
the  same  period  in  2003.  This  discussion  and  analysis  should be read in
conjunction with our consolidated financial statements and related notes thereto
included  elsewhere  in  this  report  and  our  Form  10-KSB for the year ended
December  31,  2003.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without limitation, statements concerning our possible or assumed future results
of  operations.  These  statements  are  preceded by, followed by or include the
words  "believes,"  "could,"  "expects,"  "intends"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from those anticipated
in the forward-looking statements for many reasons including the risks described
below  and  elsewhere  in  this  report.  Although  we  believe the expectations
reflected  in the forward-looking statements are reasonable, they relate only to
events  as of the date on which the statements are made, and our future results,
levels of activity, performance or achievements may not meet these expectations.
We  do not intend to update any of the forward-looking statements after the date
of  this document to conform these statements to actual results or to changes in
our  expectations,  except  as  required  by  law.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military  personnel for fire, rescue and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety,  handling and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as, fire departments, police departments, city port-authorities
and the military. We did not have any revenues in the fiscal year ended December
31,  2003.

We  are a publicly traded company, which trades on the Over-the-Counter bulletin
Board  of  the  National  Quotation  Service  under  the ticker symbol "XTME.OB"

The  address of our principal executive office is 11782 Western Avenue, Unit 18,
Stanton,  California  90680. Our telephone number is (714) 895-0944. Our website
address  is  www.xtremecos.com.  Information  contained  on our website does not
constitute part of this report and our address should not be used as a hyperlink
to  our  website.


CRITICAL  ACCOUNTING  POLICIES

The  Securities  and  Exchange Commission has issued Financial Reporting release
No.  60,  "Cautionary  Advice  Regarding  Disclosure  About  Critical Accounting
Policies,"  or  FRR  60,  suggesting companies provide additional disclosure and
commentary  on  their  most  critical  accounting  policies.  In FRR 60, the SEC
defined  the  most  critical  accounting  policies  as  the  ones  that are most
important  to  the  portrayal  of  a company's financial condition and operating
results,  and  require  management  to  make  its  most difficult and subjective
judgments,  often  as a result of the need to make estimates of matters that are
inherently  uncertain.  The  methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we  report  in  our  financial  statements.

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, as
well  as  the  reported  amounts  of  revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

As a general rule, financial information is accounted for and based on cost, not
current  market  value.  Revenues  and gains should be matched using the accrual
method  with  the  expenses  giving  rise to the revenues and gains to determine
earnings  for  the period. Expenses are necessarily incurred to produce revenue.
Expenses  are  then  "matched" in the same accounting period against the revenue
generated.  Revenues  are  recognized  when  they  are  earned  and expenses are
recognized  in  the  same  period  as  the  related revenue (matching or using a
systematic  and  rational  allocation  or  expensing in the period in which they
expire), not necessarily in the period in which the cash is received or expended
by  the  company.  Other  areas  include:

Inventories

Inventories  are  stated  at the lower of cost or market. The cost is determined
under  the  first-in-first-out  method  base  (FIFO)  valuation  method.

Goodwill

Under  SFAS  No.  142.  Goodwill  and  other  Intangible  Assets,  all  goodwill
amortization  ceased  effective  Jan.1,  2002.  Goodwill  is now subject to only
impairment  reviews.  A fair-value based test is applied at the reporting level.
This  test  requires various judgments and estimates. A goodwill impairment loss
will be recorded for any goodwill that is determined to be impaired. Goodwill is
tested  for  impairment  at  least  annually.


We  acquired  goodwill,  which represents the excess of purchase price over fair
value  of  net  assets,  in  the  acquisition of Rockwell Power Systems, Inc. in
October 2003. We follow SFAS 142, Goodwill and Intangible Assets, which requires
us  to  test goodwill for potential impairment annually. When the carrying value
exceeds  fair value, the impairment is the difference between the carrying value
of  goodwill  and  the  implied  value.  The  implied  value  of goodwill is the
difference  between  the  fair  value  for  the unit as a whole and the value of
individual  assets  and  liabilities  using  an  "as-if"  purchase  price.

Loss  per  Share

We  utilize SFAS No. 128, "Earnings per Share." Basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  common  shares  outstanding.  Diluted  loss per share is computed similar to
basic  loss  per  share  except that the denominator is increased to include the
number  of  additional  common  shares  that  would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.

Revenue  Recognition

Our  revenues  are  derived  principally  from  the  sale of Fire and Rescue and
Patrol  boats.  Revenue  from  products  and services are recognized at the time
goods  are  shipped  or  services  are  provided  to  the  customer,  with  an
appropriate provision  for  returns and allowances. The estimated sales value of
performance  under  fixed-price  and  fixed-price incentive contracts in process
is recognized under  the  percentage-of-completion method of accounting in which
the  estimated  sales value is determined on the basis of physical completion to
date  (the total contract  amount  multiplied  by percent of performance to date
less  sales  value  recognized  in previous periods) and cost (including general
and  administrative)  are  expensed  as  incurred.  It  is  our  policy  to  not
recognize  revenue until shipment  to  the  customer and customer  acceptance.
All  advance  payments  are  treated  as  "deferred  revenue".

Research  and  Development

We  expense  research  and  development  cost  as  incurred.

COMPARISON  OF  THREE  AND NINE MONTHS ENDED SEPTEMBER 30, 2004 TO THE THREE AND
NINE  MONTHS  ENDED  SEPTEMBER  30,  2003

The  three  and nine months ended September 30, 2004 were devoted to the
marketing  of our fire and rescue and patrol boats to government municipalities,
fire stations and port authorities around the United States.

RESULTS  OF  OPERATIONS

REVENUES.  We  had no revenues for the three and nine months ended September 30,
2003..  Revenues  for the three and nine months ended September 30, 2004 were $0
and  $110,852,  respectively.  The  increase  in  revenues was the result of our
decision  to discontinue operations of Xtreme Webworks and Municipal Solid Waste
Systems line of businesses to focus onf selling fire and rescue and patrol boats
through  our  subsidiary  Rockwell  Power  Systems,  Inc.

COST OF REVENUES. We had no cost of revenues for the three and nine months ended
September  30,  2003.  Cost  of  revenues  for  the  three and nine months ended
September 30, 2004 were $55,590 and $148,097, respectively. The increase was the
result  of  the  cost  recognized  from  manufacturing  our  products  and  from
commission  expenses from the sale of the boats. Some of the commission expenses
from  boat  sales  were  from  sales  of  boats  from the first quarter of 2004.

Cost  of  revenues  for the nine months ended September 30, 2004 was $148,097 or
133%  of  sales.  This  increase  is  the  result  of us not having an operating
business  during  the  first  three  quarters  of  2003.


OPERATIONAL  EXPENSES.  Operational Expenses for the three and nine months ended
September  30,  2003  were  $136,301  and  $310,627,  respectively.  Operational
Expenses  for  the  three and nine months ended September 30, 2004 were $217,342
and  $1,382,930,  respectively. . As compared to the three and nine months ended
2003,  Operational  expenses  increased $81,041 and $1,072,303 respectively. The
increase is partly due to expenses incurred during the third quarter of 2004, of
$13,050 of commission fees on $87,000 of raised capital during the third quarter
of  2004.

NET  LOSS.  Net  loss  for  three months ended September 30, 2004 was ($282,267)
which increased as compared to the three months ended September 30, 2003 loss of
($136,763)  .  For  the  nine  months  ended September 30, 2004 the net loss was
($1,437,157)  as  compared to ($295,432) for the nine months ended September 30,
2003.  The  increase  is  attributed  to the manufacturing costs associated with
producing  our boats as compared to no operating business in 2003. Year to date,
fund  raising  and  demonstration  expenses accounted for an incremental $53,921
erosion  of  net  income.

Going  Concern

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of business. As shown in the financial
statements,  during the nine months ended September 30, 2004, we incurred losses
of  ($1,437,157) . Furthermore, current liabilities exceeded current assets by $
690,913.

Realization  of  a major portion of the assets in the accompanying balance sheet
is  dependent upon our continued operations, obtaining additional financing, and
the  success  of  our  future  operations.

Due to the nature of our business it is uncertain whether we will receive orders
impeding  our  cash  situation  and  our  ability  to  pay  creditors.

Liquidity  and  Capital  Resources

As of September 30, 2004, cash and cash equivalents were $ 14,085 as compared to
$61,752 as of December 31, 2003. Our principal sources of capital have been cash
flow  from operations, and the sale of subordinated convertible promissory notes
to  accredited  investors.

Financing  Activities

During  the  third  quarter of 2004, we raised $87,000 through the issuance of
convertible  subordinated  promissory  notes  to  accredited  investors.


Our  currently  anticipated levels of revenues and cash flow are subject to many
uncertainties.  Further,  unforeseen  events  may  occur that will require us to
raise  additional  funds.  The  amount  of  funds  we need will depend upon many
factors,  including  without  limitation,  the extent and timing of sales of our
products,  future  product  costs,  the  timing  and  costs  associated with the
establishment  and/or  expansion,  as  appropriate,  of  our  manufacturing,
development,  engineering and customer support capabilities, the timing and cost
of our product development and enhancement activities and our operating results.

Until  we  generate cash flow from operations that will be sufficient to satisfy
our  cash requirements, we will need to seek alternative means for financing our
operations  and  capital  expenditures  and/or  postpone  or  eliminate  certain
investments  or  expenditures.  Potential  alternative  means  for financing may
include  leasing  capital  equipment,  obtaining  a line of credit, or obtaining
additional  debt or equity financing. Additional financing may not be available,
or  available  on acceptable terms. The inability to obtain additional financing
or  generate  sufficient  cash  from  operations  could  require us to reduce or
eliminate  expenditures  for  capital  equipment,  research  and  development,
production or marketing of our products, or otherwise curtail or discontinue our
operations,  which  could  have  a  material  adverse  effect  on  our business,
financial  condition  and  results of operations. Furthermore, if we raise funds
through  the  sale  of  additional equity securities, the common stock currently
outstanding  will  be  further  diluted.

Inflation

We  do  not  believe that inflation has had or is likely to have any significant
impact  on  our  operations.

CAPITAL  COMMITMENTS

On  November  5,  2003,  we  entered  into a lease agreement with Corning Garden
Grove,  LLC  for  a  2650 square foot office located at 11782 Western Ave., Unit
#18,  Stanton,  CA  on  a  month to month basis at a fee of $ 1595 per month. On
December  1,  2003,  we  entered  into a lease agreement with Marlborough Square
Equities  for  a 4,156 square foot storage facility located at 2060 Chicago Ave,
Suite  5-0  ,  Riverside,  CA  for  6  months  at  a fee of $1870per month. This
agreement  was renewed on May 30, 2004 and the term is for two years at a rental
rate  of  $2023per  month.

On  October  30,  2003,  we entered into an employment agreement with Kevin Ryan
pursuant  to  which  we will make salary payments of a base of $10,000 per month
and a 5% commission override on the gross dollar total of every boat sold during
each  quarter. The bonus money will be paid on the last day of each quarter. The
term  of  Mr.  Ryan's  employment  is  at will. Mr. Ryan has agreed to defer his
compensation  until  we  are  financially  able  to  pay  him  his  salary.

On  February  26, 2004, we entered into an agreement with Roean Industries, Inc.
where in exchange for their grant assistance services, they will be paid $20,000
(in  cash  or  free  trading  shares),  with  a  $2,500  weekly  limit.

As  part  of our settlement with Albert Mardikian and Mardikian Marine Design we
issued  1,000,000  shares  of  common stock.  Furthermore, we entered into a new
license  agreement  with  Albert  Mardikian  under which we will pay 2% of gross
revenue  from  the  sale  of  boats  utilizing  his  designs.  The  agreement is
non-exclusive.





 SUBSIDIARY

As  of  September  30,  2004,  we  had  one  wholly-owned  subsidiary,  Rockwell
Power Systems,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES

Evaluation  of  disclosure  controls  and  procedures.  Our management, with the
participation  of  our  chief executive officer and chief financial officer, has
evaluated  the  effectiveness  of  the  design  and  operation of our disclosure
controls  and  procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by  this  Quarterly  Report  on Form 10-QSB. Based on this evaluation, our chief
executive  officer  and  chief financial officer concluded that these disclosure
controls  and  procedures  are  effective  and  designed  to  ensure  that  the
information required to be disclosed in our reports filed or submitted under the
Securities  Exchange Act of 1934 is recorded, processed, summarized and reported
within  the  requisite  time  periods.

Changes  in  internal controls. There was no change in our internal control over
financial  reporting  (as  defined  in  Rules  13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.

   PART  II-OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  March 9, 2004, Albert Mardikian, a company shareholder and holder of certain
designs  and  components,  filed  a  complaint  against  us in the Orange County
Superior  Court.  The  complaint  alleges  breach  of  contract  of  the license
agreement  dated  December  27,  2001  between  Mr.  Mardikian, Mardikian Marine
Design,  and  Sonic  Jet  Performance, Inc. (N.K.A. Force Protection, Inc.). The
agreement  further  alleges  fraud,  conversion  and  unfair  competition.  The
plaintiff  is  seeking  declaratory  relief,  compensatory  damages of $700,000,
actual damages of $346,000, disgorgement of profits, civil penalties pursuant to
the  California  Business  and  Professions  Code  Section  17206,  reasonable
attorney's fees and cost of suit incurred. While the suit was filed on September
26,  2003  against Sonic Jet Performance, Inc. and Ashford Capital, LLC, we were
added  to  the  suit  on  March  9,  2004 since we acquired the licensing rights
pursuant  to  an  agreement  between  Rockwell  Power  Systems,  Inc.  and Force
Protection,  Inc.

On  July  2,  2004  the  complaint  was  settled against all parties for $45,000
royalty  payment by Force Protection, Inc. and we issued 1,000,000 shares of our
restricted  common  stock.  Furthermore, we entered into a new license agreement
with  Albert Mardikian under which we will pay 2% of gross revenue from the sale
of  boats  utilizing  his  designs.  The  agreement  is  non-exclusive.

ITEM  2.  UNREGISTERED SALES OF EQUITY SECURITIES



On  July  2,  2004, we issued 1,000,000 shares of our restricted common stock to
Albert  Mardikian  pursuant  to  a  Settlement  Agreement  with  him.

On  September  16,  2004, we issued Clayton Kass 62,198 shares of our restricted
common  stock  pursuant  to  a  settlement  agreement  between  us and Mr. Kass.

On  September  27,  2004, we issued 500,000 shares of restricted common stock to
TGR  Group,  LLC  for  public  relations  services  valued  at $75,000.

On  September 30, 2004, we erroneously issued Ashford Group 82,383 shares of our
common  stock;  the transfer agent is in the process of canceling the shares and
returning  them  to  the  treasury.

The securities issued in the foregoing transactions were made in reliance
       upon an exemption from registration under Rule 701 promulgated under
       Section 3(b) of the Securities Act.  Alternatively, these issuances of
       securities were undertaken under Rule 506 of Regulation D under the
       Securities Act of 1933, as amended, by the fact that:

        -    the sale was made to a sophisticated or accredited investor,
             as defined in Rule 502;

        -    we gave the purchaser the opportunity to ask questions and receive
             answers concerning the terms and conditions of the offering and to
             obtain any additional information which we possessed or could
             acquire  without unreasonable effort or expense that is necessary
             to verify the accuracy of information  furnished;

        -    at a reasonable time prior to the sale of securities, we advised
             the purchaser of the limitations on resale in the manner contained
             in Rule 502(d)2;

        -    neither we nor any person acting on our behalf sold the securities
             by any form of general solicitation or general advertising; and

        -    we exercised reasonable care to assure that the purchaser of the
             securities is not an underwriter within the meaning of
             Section 2(11) of the Securities Act of 1933 in compliance with
             Rule 502(d).

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NOT  APPLICABLE.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION

On  July  7,  2004,  we  entered into a sales agreement with Jackson County Fire
Department  whereby  we  sold  a  Fire  Rescue  Jet  1250  for  $65,900.

On  July  1,  2004,  we  entered  into  an  agreement  with  Barb Weir to sell a
refurbished  Fire  Rescue  Jet  1250  for  $17,000.00.

ITEM  6.  EXHIBITS

Number  Description

3.1  Articles  of  Incorporation  (filed  as  Exhibit  3.1  to  the
Registrant's  registration  statement  on  Form  10SB  filed  on  September  29,
2000  and incorporated  herein  by  reference).

3.2  Bylaws  (filed as Exhibit 3.1 to the Registrant's registration statement on
Form  10SB  filed  on  September  29,  2000  and  incorporated  herein  by
reference).

4.1  Debenture  Agreement  between  the Registrant and Dutchess Private Equities
Fund  L.P.,  dated  October  1,  2003  (filed as Exhibit 4.1 to the Registrant's
Annual  Report  on  10-KSB  filed  on  April 14, 2004 and incorporated herein by
reference).

4.2  Debenture Agreement between the Registrant and eFund Capital Partners, LLC,
dated  October 1, 2003 filed as Exhibit 4.2 to the Registrant's Annual Report on
10-KSB  filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.1 Employment  Agreement  between the Registrant and Kevin Ryan, dated October
30,  2003 (filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10KSB
filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.2  Consulting  Agreement  between  the Registrant and Calicorp, dated October
1,  2003  (filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10KSB
filed  on  April  14,  2004  and  incorporated  herein  by  reference).

10.3  Subscription  Agreement between the Registrant and Dutchess Private Equity
Fund,  LP,  dated  October  1,  2003  (filed as Exhibit 10.4 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.4  Subscription  Agreement  between  the  Registrant  and  eFund  Capital
Partners,  dated  October  1,  2003  (filed  as Exhibit 10.5 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.5  Registration  Rights Agreement between the Registrant and Dutchess Private
Equities  Fund,  L.P.,  dated  October  1,  2003  (filed  as Exhibit 10.6 to the
Registrant's  Annual  Report  on  Form  10KSB  filed  on  April  14,  2004  and
incorporated  herein  by  reference).

10.6  Registration  Rights  Agreement  between  the  Registrant and eFund  Small
Cap  Fund,  LP,  dated  October  1,  2003  (filed  as  Exhibit  10.7  to  the
Registrant's  Annual  Report  on  Form  10KSB  filed  on  April  14,  2004  and
incorporated  herein  by  reference).

10.7  Rental  Agreement  between  the  Registrant and Corning Garden Grove, LLC,
dated  November 5, 2003 (filed as Exhibit 10.8 to the Registrant's Annual Report
on  Form  10KSB  filed  on April 14, 2004 and incorporated herein by reference).

10.8 Lease  Agreement  between the Registrant and  Marlborough  Square Equities,
LLC,  dated  December  1, 2003 (filed as Exhibit 10.9 to the Registrant's Annual
Report  on  Form  10KSB  filed  on  April  14,  2004  and incorporated herein by
reference).

10.9  Corporate  Consulting  Agreement  between  the  Registrant  and  Dutchess
Advisors,  dated  October  1,  2003  (filed as Exhibit 10.10 to the Registrant's
Annual  Report  on Form 10KSB filed on April 14, 2004 and incorporated herein by
reference).

10.10  Consulting  Agreement  between  the  Registrant and Lane Longhurst, dated
October  28,  2003  (filed as Exhibit 10.11 to the Registrant's Annual Report on
Form  10KSB  filed  on  April  14,  2004  and incorporated herein by reference).

10.11  Consulting  Agreement between Xtreme Companies, Inc. and Gordon McGilton,
dated October 28, 2003 (filed as Exhibit 10.12 to the Registrant's Annual Report
on  Form  10KSB  filed  on April 14, 2004 and incorporated herein by reference).

10.12  Registration  Rights  Agreement  between  the  Registrant and  and  eFund
Capital  Partners,  LP  dated  February  18,  2004 (filed as Exhibit 10.2 to the
Registrant's  Quarterly  Report  on  Form  10QSB  filed  on  May  24,  2004  and
incorporated  herein  by  reference).

10.13  Registration  Rights  Agreement  between  the  Registrant  and  Preston
Capital  Partners,  LP  dated  February  3,  2004  (filed as Exhibit 10.1 to the
Registrant's  Quarterly  Report  on  Form  10QSB  filed  on  May  24,  2004  and
incorporated  herein  by  reference).

10.14  Consulting  Agreement  between the Registrant and Douglas Leighton, dated
January  15,  2004  (filed  as  Exhibit  10.1  to  the Registrant's S-8 filed on
February  4,  2004  and  incorporated  herein  by  reference).

10.15  Consulting  Agreement  between the Registrant and Michael Novielli, dated
January     15,  2004  (filed  as  Exhibit 10.2 to the Registrant's S-8 filed on
February  4,  2004  and  incorporated  herein  by  reference).

10.16  Consulting  Agreement between the Registrant and Theodore J. Smith, dated
February  6,  2004  (filed  as  Exhibit  10.1  to  the Registrant's S-8 filed on
February  13,  2004  and  incorporated  herein  by  reference).

10.17  Consulting  Agreement  between  the  Registrant and Jeffrey Conrad, dated
February     6,  2004  (filed  as  Exhibit 10.2 to the Registrant's S-8 filed on
February  13,  2004  and  incorporated  herein  by  reference).

10.18  Letter  of  Agreement  between the Registrant and Roean Industries, Inc.,
dated  February 26, 2004 (filed as Exhibit 10.1 to the Registrant's S-8 filed on
February  27,  2004  and  incorporated  herein  by  reference).

10.19  Non-Employee  Directors  and  Consultants  Retainer  Stock  Plan,  dated
October 2, 2003 (filed as Exhibit 4 to the Registrant's S-8 filed on October 17,
2003  and  incorporated  herein  by  reference).

10.20 Fire rescue jet sale agreement between the Registrant and Barb Weir, dated
July  1,  2004.

10.21  License Agreement between the Registrant and Albert Mardikian, dated June
2,  2004  (filed  as Exhibit 10.23 to the Registrant's 10QSB filed on August 25,
2004  and  incorporated  herein  by  reference).

10.22  Consulting  Agreement  between  the  Registrant and TGR Group, LLC, dated
January  27,  2004  (filed  herewith).

10.23 Sales Agreement between the Registrant and Jackson County Fire Department,
dated  July  7,  2004  (filed  herewith).

10.24 Convertible Promissory Notes between the Registrant and x, dated x.

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

31.2  Certification  of  the Interim Chief Financial Officer pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


                                   SIGNATURES
In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.
XTREME  COMPANIES,  INC.
(Registrant)



/s/  Kevin  Ryan        President,  and  Chief
----------------        Executive  Officer                 November  23,  2004
   Kevin  Ryan

/s/  Barrett  Evans      Director,  Interim  Chief
-------------------      Financial  Officer
Barrett  Evans          (Principal  Accounting  Officer)   November  23,  2004