UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY  REPORT  UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  JUNE  30,  2006.

[ ]  TRANSITION  REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  ______  TO  ________


                         COMMISSION FILE NO. 000-30914

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



               NEVADA                                             88-0394012
   (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                            Identification No.)

 300  WESTLINK  DR.,  WASHINGTON,  MO           63090
(Address of principal executive offices)     (Zip Code)

         Issuer's telephone number, including area code: (636) 390-9000

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 twelve months (or such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.  Yes [X]  No

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  Yes  No [X]

Number of shares of the issuer's common stock outstanding as of August 11, 2006:
46,107,521

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes   No [X]

                                     -1-
<PAGE>

                             XTREME COMPANIES, INC.


Table  of  Contents



Page

------
Part  I  -  Financial  Information

     Item 1 - Financial  Statements.

          Report  on  Review  by  Independent  Public  Accountant              3
          Consolidated  Balance  Sheet  as  of  June  30,  2006                4
          Consolidated  Statement  of  Operations  for  the  Three  and
               Six  Months  Ended  June  30,  2006  and  June  30,  2005       5
          Statement  of  Cash  Flows  for  the  Three  amd  Six  Months
               Ended  June  30,  2006  and  June  30,  2005                    6
          Statements  of  Changes  in  Stockholders  Equity  as  of
                June  30,  2006                                                7
          Notes  to  Financial  Statements                                     8

     Item 2 - Management's  Discussion  and  Analysis  or  Plan of Operation. 18
     Item 3 - Controls  and  Procedures.                                      24

Part  II  -  Other  Information

     Item 1 - Legal  Proceedings.                                             25
     Item 2 - Unregistered  Sales  of  Equity Securities and Use of Proceeds. 25
     Item 3 - Defaults  Upon  Senior  Securities.                             26
     Item 4 - Submission  of  Matters  to  a  Vote  of  Security  Holders.    26
     Item 5 - Other  Information.                                             26
     Item 6 - Exhibits  and  Reports  on  Form  8-K.                          26

                                     -2-
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                             XTREME COMPANIES, INC.
                          (A Development Stage Company)

                              Financial Statements
                     For the Six Months Ended June 30, 2006

                                   (Unaudited)

                               JASPERS + HALL, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                          9175 Kenyon Avenue, Suite 100
                                Denver, CO 80237
                                  303-796-0099

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To  the  Board  of  Directors
Xtreme  Companies,  Inc.

We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
June  30,  2006  and  the related statements of operations for the three and six
months  ended  June  30,  2006  and cash flows for the six months ended June 30,
2006,  included  in  the  accompanying  Securities  and Exchange Commission Form
10-QSB  for  the  period ended June 30, 2006. These financial statements are the
responsibility  of  the  Company's  management.

We  conducted  our review in accordance with standards established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with  the standards of the Public Company Accounting Oversight Board
(United  States),  the  objective  of  which  is  the  expression  of an opinion
regarding  the  financial  statements as a whole. Accordingly, we do not express
such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.



/s/Jaspers  and  Hall

Jaspers  +  Hall,  PC
Denver,  Colorado
August  11,  2006

                                     -3-
<PAGE>
<TABLE>
                                       XTREME COMPANIES, INC.
                                    CONSOLIDATED BALANCE SHEET
                                            (Unaudited)
<CAPTION>
<S>                                                      <C>               <C>
                                                            June 30,       December 31,
ASSETS                                                        2006             2005
                                                         -------------     ------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . .   $      49,390     $    331,386
Accounts Receivable. . . . . . . . . . . . . . . . . .          60,000           72,530
Inventory - Boats in Progress. . . . . . . . . . . . .         961,828                0
Inventory - Parts. . . . . . . . . . . . . . . . . . .         297,420                0
Inventory - Trailers and trade-ins . . . . . . . . . .         114,363                0
Inventory - Complete Boats . . . . . . . . . . . . . .       1,084,131          375,000
Other Current Assets . . . . . . . . . . . . . . . . .               0                0
                                                         -------------     ------------

   TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . .       2,567,132          778,916
                                                         -------------     ------------
PROPERTY AND EQUIPMENT
Building and Land. . . . . . . . . . . . . . . . . . .         878,964                0
Boats molds and plugs. . . . . . . . . . . . . . . . .         519,911                0
Machinery and equipment. . . . . . . . . . . . . . . .         103,297            7,606
Leasehold improvements . . . . . . . . . . . . . . . .         219,320           25,395
Autos and trucks . . . . . . . . . . . . . . . . . . .          69,000                0
Trailers . . . . . . . . . . . . . . . . . . . . . . .          23,729                0
Demo boat. . . . . . . . . . . . . . . . . . . . . . .          31,750           30,452
Accumulated depreciation and amortization. . . . . . .        (391,446)          (2,168)
                                                          ------------     ------------

NET PROPERTY & EQUIPMENT . . . . . . . . . . . . . . .       1,454,525           61,285

OTHER ASSETS
Advances to Marine Holdings, Inc . . . . . . . . . . .               0        2,311,891
Certificate of Deposit . . . . . . . . . . . . . . . .       1,000,000                0
                                                          ------------     ------------

     TOTAL OTHER ASSETS. . . . . . . . . . . . . . . .       1,000,000        2,311,891


 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .    $  5,021,657     $  3,152,092
                                                          ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . .    $    446,246     $    239,731
Accrued Expenses . . . . . . . . . . . . . . . . . . .           1,042          131,000
Accrued interest . . . . . . . . . . . . . . . . . . .         495,493          186,719
Payroll tax liabilities. . . . . . . . . . . . . . . .         102,688           95,831
Deferred revenues. . . . . . . . . . . . . . . . . . .          55,250           22,098
Private promissory notes . . . . . . . . . . . . . . .         232,000          332,000
Notes payable. . . . . . . . . . . . . . . . . . . . .         581,373          181,718
Work-in-process loans. . . . . . . . . . . . . . . . .         988,190                0
Note payable to Sun Security - current portion . . . .         169,224                0
Promissory notes - related party (net of discount) . .       2,213,450        2,014,708
Receivable factoring agreement - related party . . . .         695,000                0
                                                          ------------     ------------
     TOTAL CURRENT LIABILITIES . . . . . . . . . . . .       5,979,956        3,203,805
                                                          ------------     ------------

LONG TERM LIABILITIES
Truck loan . . . . . . . . . . . . . . . . . . . . . .          14,917                0
Note payable to Sun Security, less current portion . .       2,749,899                0
Long-term debt, less current portion . . . . . . . . .       6,000,914        1,642,295
                                                          ------------     ------------
     TOTAL LONG TERM LIABILITIES . . . . . . . . . . .       8,765,730        1,642,295
                                                          ------------     ------------

  TOTAL LIABILITIES. . . . . . . . . . . . . . . . . .      14,745,686        4,846,100
                                                          ------------     ------------

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized
  shares at $.001 par value, 46,107,921 shares issued
  and outstanding at June 30, 2006 . . . . . . . . . .          46,107           19,551
Additional paid-in capital . . . . . . . . . . . . . .      15,488,255       18,438,245
Subscriptions receivable . . . . . . . . . . . . . . .         (39,542)         (77,766)
Accumulated deficit. . . . . . . . . . . . . . . . . .     (25,218,849)     (20,074,038)
                                                          ------------     ------------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT) . . . . . .      (9,724,027)      (1,694,009)
                                                          ------------     ------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT) . . . . . . . . . . . . . . . . . .    $  5,021,657     $  3,152,092
                                                          ============     ============
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>

                                     -4-
<PAGE>

<TABLE>
                                             XTREME COMPANIES, INC.
                                         CONSOLIDATED INCOME STATEMENT
                          FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                                 (Unaudited)
<CAPTION>
<S>                                       <C>              <C>                 <C>             <C>
                                                 Three months ended                  Six months ended
                                                      June 30,                            June 30,
                                          ------------------------------       ----------------------------
                                                2006            2005                2006            2005
                                          --------------   -------------       -------------   ------------

REVENUE
Fire and Patrol Boats . . . . . . . .     $            0   $     123,000       $           0   $    191,000
Performance and Sport Boats . . . . .             70,469         429,300             829,059        429,300
Sales returns and allowances. . . . .           (863,364)              -            (863,364)             -
                                          --------------   -------------       -------------   ------------
   TOTAL REVENUE. . . . . . . . . . .           (792,895)        552,300             (34,305)       620,300

COST OF GOODS SOLD
Cost of Goods Sold - Fire & Patrol Boats           7,603          64,595              14,002         83,785
Cost of Goods Sold - Performance and
                     Sport Boats. . .           (376,680)        402,531             530,309        442,407
                                          --------------   -------------       -------------   ------------
   TOTAL COST OF GOODS SOLD . . . . .           (369,077)        467,126             544,311        526,192
                                          --------------   -------------       -------------   ------------
   GROSS PROFIT/(LOSS). . . . . . . .           (423,818)         85,174            (578,616)        94,108


OPERATING EXPENSES:
Consulting fees . . . . . . . . . . .             62,090           7,000             104,580        373,365
Documentation fees for funding. . . .            130,000               -             280,000              -
Officer compensation. . . . . . . . .            (26,160)         30,000               6,340         30,000
Investor relations. . . . . . . . . .            112,050          84,070             541,655        163,005
Marketing . . . . . . . . . . . . . .             12,000          33,500              25,917        117,441
Sales consulting and commissions. . .             11,838           5,800              25,838         17,800
Professional fees . . . . . . . . . .             29,466          47,535              37,846         68,635
Payroll and taxes . . . . . . . . . .            257,922          14,748             396,432         14,748
Employee benefits . . . . . . . . . .             35,296               -              38,730              -
Depreciation and amortization . . . .             40,615             297              47,952            524
Writedown of assets . . . . . . . . .                  -               -             130,000              -
Sales adjustments and allowances. . .             42,706               -              42,706              -
Travel. . . . . . . . . . . . . . . .             10,921           9,434              17,954         15,686
Business insurance. . . . . . . . . .            159,885               -             170,027            754
Other Operating Expenses. . . . . . .             83,402          67,626             114,259        101,917
                                          --------------   -------------       -------------   ------------
  TOTAL OPERATING EXPENSES. . . . . .            962,031         300,010           1,980,236        903,873
                                          --------------   -------------       -------------   ------------
  LOSS FROM OPERATIONS. . . . . . . .         (1,385,849)       (214,836)         (2,558,852)      (809,765)

OTHER INCOME (EXPENSES)
Interest expense. . . . . . . . . . .          2,263,859         244,632           2,580,960        673,662
Loss/(gain) on sale of assets . . . .              5,000               -               5,000              -
                                          --------------   -------------       -------------   ------------
   TOTAL OTHER INCOME (EXPENSES)               2,268,859         244,632           2,585,960              -
                                          --------------   -------------       -------------   ------------

   LOSS BEFORE INCOME TAXES . . . . .         (3,654,708)       (459,468)         (5,144,812)    (1,483,427)
                                          --------------   -------------       -------------   ------------

Provision for income taxes. . . . . .                  -               -                   -              -
                                          --------------   -------------       -------------   ------------

   NET LOSS . . . . . . . . . . . . .     $   (3,654,708)  $    (459,468)      $  (5,144,812)  $ (1,483,427)
                                          ==============   =============       =============   ============

BASIC AND DILUTED NET LOSS PER SHARE      $        (0.30)  $       (0.03)      $       (0.85)  $      (0.10)
                                          ==============   =============       =============   ============

BASIC AND DILUTED WEIGHTED AVERAGE
   SHARES OUTSTANDING . . . . . . . .         12,008,797      17,293,119            6,037,572     15,096,302
                                          ==============   =============       =============   ============
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>

                                     -5-
<PAGE>

<TABLE>
                                          XTREME COMPANIES, INC.
                                    CONSOLIDATED STATEMENT OF CASH FLOWS
                          FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                                 (Unaudited)
<CAPTION>
<S>                                          <C>             <C>               <C>             <C>
                                                   Three months ended                Six months ended
                                                        June 30,                          June 30,
                                             -----------------------------     ----------------------------
                                                  2006            2005              2006            2005
                                             -------------   -------------     -------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . .      $  (3,654,708)   $   (459,468)     $  (5,144,812) $ (1,483,427)
Adjustment to reconcile net loss to
   net cash provided by (used in)
   operating activities:

Depreciation and amortization . . . . .             40,615             297            48,269            524
Issuance of stock for debt inducement .          1,650,422               -         1,650,422        250,774
Debt conversion feature expense . . . .                  -         166,699                 -        142,500
Issuance of stock for consulting svcs .                  -               -                 -        334,365
Issuance of stock for marketing svcs. .                  -               -                 -         83,591
Issuance of stock for other services. .            195,500               -           195,500              -
Loan payoffs for Marine Holdings
   closing transaction. . . . . . . . .                  -               -           (78,251)             -

(Increase) decrease in current assets:
Accounts receivable . . . . . . . . . .            897,990               -            13,390              -
Inventory . . . . . . . . . . . . . . .         (1,328,718)              -        (1,163,718)             -
Advances to Marine Holdings, Inc. . . .                  -        (680,605)         (529,700)    (1,062,176)
Certificate of deposit as collateral. .                  -               -        (1,000,000)             -

(Increase) decrease in current liabilities
Accrued expenses and accounts payable .            (17,386)        (34,037)         (253,300)        (9,773)
Accrued interest. . . . . . . . . . . .            213,537          36,788           308,774         57,113
Sun Security WIP loans. . . . . . . . .           (277,183)              -          (166,081)             -
Payroll tax liabilities payable . . . .             (4,838)          4,008             6,854          3,508
Deferred revenues . . . . . . . . . . .            (32,098)         66,454            33,152         46,454
                                             -------------   -------------     -------------   ------------
NET CASH USED IN OPERATING ACTIVITIES           (2,316,867)       (899,864)       (6,079,501)    (1,636,547)
                                             -------------   -------------     -------------   ------------

NET CASH FLOWS PROVIDED (USED) BY
   INVESTING ACTIVITIES:
Purchase of fixed assets. . . . . . . .            (77,637)         (2,116)         (109,440)          -
                                             -------------   -------------     -------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable . . . . . . . . . . . . .           (147,577)        166,000           272,267        166,000
Proceeds from related party convertible
   Debts - net. . . . . . . . . . . . .          2,562,026         766,519         5,596,454      1,396,479
Proceeds from line of credit. . . . . .                130               -            38,224              -
                                            --------------   -------------     -------------   ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES        2,414,579         932,519         5,906,945      1,562,479
                                            --------------   -------------     -------------   ------------

NET INCREASE IN CASH. . . . . . . . . .             20,075          30,539          (281,996)       (74,068)

CASH AT BEGINNING OF PERIOD . . . . . .     $       29,315   $       6,066     $     331,386   $    110,673
                                            ==============   =============     =============   ============

CASH AT END OF PERIOD . . . . . . . . .     $       49,390   $      36,605     $      49,390   $     36,605
                                            ==============   =============     =============   ============

SUPPLEMENTAL DISCLOSURE OF CASHFLOWS
Cash paid for interest. . . . . . . . .     $      133,014   $          55           215,238   $          -
Income taxes paid . . . . . . . . . . .                  -               -                 -              -
<FN>
See accompanying notes to financial statements
</TABLE>

                                     -6-
<PAGE>

<TABLE>
                                                Xtreme Companies, Inc.
                                      Statements of Changes in Stockholders Equity
<CAPTION>
<S>                        <C>       <C>        <C>             <C>      <C>            <C>          <C>            <C>
                                                Additional      Shares                                                   Total
                             Common Stock         Paid In       To Be      Deferred     Stock Sub    Accumulated    Stockholder
                           Shares    Par .001     Capital       Issued   Compensation   Receivable      Deficit         Equity

BALANCE,
December 31, 2003        7,118,152    7,118    15,555,172          -       (110,000)         -       (16,191,539)     (739,249)

Recapitalization
Upon reverse
merger acquisition        (357,577)    (358)       35,780          -            -            -              -            35,422

Issuance of
common stock
for officer
compensation               450,000      450       111,479          -            -            -              -           111,929

Issuance of
common stock
for consulting
Services                 1,930,000    1,930       328,342          -            -            -              -           330,272

Issuance of
common stock
for director's
Compensation               600,000      600       148,640          -            -            -              -           149,240

Beneficial
conversion feature
on convertible
Debentures                    -          -        185,200          -            -            -              -           185,200

Conversion
of debts                 1,294,581    1,295       340,682          -            -            -              -           341,977

Issuance of
stock and stock
Warrants for
debt inducement               -          -        155,888          -            -            -              -           155,888

Net loss                      -          -           -             -            -            -         (1,465,532)   (1,465,532)

BALANCE,
December 31, 2004      11,035,156     11,035    16,859,783       1,400    (110,000)          -        (17,657,071)     (894,854)


Issuance of
common stock
for officer
compensation              300,000        300        53,700          -          -             -              -            54,000

Issuance of
common stock
for consulting
services                2,229,101      2,229       332,136          -      110,000           -              -           444,365

Issuance of
common stock
for marketing
services                  557,275        557        83,034          -          -            -               -            83,591

Beneficial
conversion feature
on convertible
debentures                   -            -        329,771          -          -            -               -           329,771

Issuance of
Stock for
Equity line               500,000        500        94,500          -          -         (77,766)           -            17,234

Issuance of
Stock warrants
For debt inducement
On debentures                -            -        218,150          -          -            -               -           218,150

Conversion
of debts                1,858,018      1,858       218,069          -          -            -               -           219,928

Issuance of
stock for debt
inducement              3,071,826      3,072       249,102      (1,400)        -            -               -           250,774

Net loss                     -            -           -             -          -            -         (2,416,967)    (2,416,967)

BALANCE,
December 31, 2005      19,551,376  $  19,551  $ 18,438,244   $      -    $     -      $  (77,766)  $ (20,074,037)   $(1,694,008)

Issuance of
Stock for
Equity line             4,000,000      4,000       329,233          -          -          38,224            -           371,457

Issuance of
Stock for
Inv Rel Svcs            1,750,000      1,750       190,750          -          -             -              -           192,500

Issuance of
Stock for
Debt inducement        20,630,271     20,630     1,629,792          -          -             -              -         1,650,422

Conversion of
Debts                     115,874        116        12,630          -          -             -              -            12,746

Issuance of
Stock for
Employee comp              60,000         60         2,940          -          -             -              -             3,000

Merger
Accounting                                      (5,115,333)                                                          (5,115,333)

Net Loss                     -            -           -             -          -             -        (5,144,812)    (5,144,812)

                      -----------  ---------  ------------   ---------   ----------   ----------   -------------    -----------
BALANCE,
June 30, 2006          46,107,521  $  46,107  $ 15,488,256   $      -    $     -      $  (39,542)  $ (25,218,849)   $(9,724,028)
                      ===========  =========  ============   =========   ==========   ==========   =============    ===========
<FN>
See accompanying notes to financial statements

</TABLE>

                                     -7-
<PAGE>

                             XTREME COMPANIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005

NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BUSINESS  AND  BASIS  OF  PRESENTATION

Xtreme  Companies,  Inc. (the "Company") was organized August 14, 1994 under the
laws  of  the State of Nevada, under the name of Shogun Advertising, Inc. On May
10,  1998,  the Company changed its name to Xtreme Webworks. The Company offered
services  to  Internet companies, assisting in higher recognition placement with
search  engines. It also designed and hosted Internet web sites and designed and
published online and printed newsletters. On April 24, 2002, the Company changes
its  name  to  Xtreme  Companies,  Inc. Effective November 30, 2002, the Company
discontinued  its  operations  of  Xtreme  Webworks.

In  October  2003, Xtreme Companies, Inc. entered into an "Agreement and Plan of
Reorganization"  with  Rockwell  Power Systems, Inc. Under this Agreement Xtreme
Companies,  Inc.  purchased  substantially  all of the capital stock of Rockwell
Power  Systems,  Inc.  for  approximately  $175,000  in  exchange for 60,000,000
million  shares  of  its common stock. This acquisition was accounted for by the
purchase method of accounting. Under the purchase accounting, the total purchase
price  was  allocated  to  the tangible and intangible assets and liabilities of
Xtreme  based  upon their respective estimated fair value as of October 1, 2003,
the  effective  date  of this acquisition. In addition, Shogun Investment Group,
one  of  the  major  shareholders  of  the Company, retained 50,000 free trading
shares  of  the  Company's common stock after giving effect to the reverse stock
split.  Shogun  received  $25,000 in cash on the date of the closing and $25,000
upon  acceptance  of  a  payment  plan with the Internal Revenue Service for the
outstanding  tax  liabilities.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent of the total outstanding shares of Marine Holdings, Inc., a
Missouri  corporation  d/b/a  Challenger Offshore, pursuant to the Marketing and
Distribution  Agreement  of  March 1, 2005 and upon the terms and conditions set
forth  in  the  Marketing  and  Distribution Agreement.  In connection with this
transaction,  existing  loans of Marine Holdings, Inc. at Sun Security Bank were
paid  in  full by Xtreme Companies, Inc.  Funding for payment of these loans was
generated  through new loans executed by Xtreme Companies, Inc. in the amount of
$4,123,627.

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2005 audited financial statements were
filed  in  the  Company's Form 10-KSB on April 14, 2006, with the Securities and
Exchange Commission and are hereby referenced. In the opinion of management, all
adjustments  considered  necessary  for  a fair presentation have been included.

                                     -8-
<PAGE>

GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as  a going concern. The Company's
current liabilities exceed the current assets by $3,412,824 as of June 30, 2006.
The  Company  had  operating losses of ($3,654,708) and ($459,468) for the three
months  ended  June  30,  2006  and  2005,  respectively.

The  Company's  management is currently pursuing equity and/or debt financing in
an  effort  to  continue operations. The future success of the Company is likely
dependent  on  its  ability to attain additional capital to develop its proposed
products  and manufacturing processes and ultimately, upon its ability to attain
future profitable operations. There can be no assurance that the Company will be
successful  in  obtaining  such  financing, or that it will attain positive cash
flows  from operations.  The financial statements do not include any adjustments
that  might  be  necessary  should  the Company be unable to continue as a going
concern.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated financial statements include the accounts of Xtreme Companies,
Inc and its wholly owned subsidiaries - Marine Holdings, Inc., d/b/a  Challenger
Offshore,  as  of  June  30,  2006  and  First  Responders, Inc. (Rockwell Power
Systems,  Inc.  until  a name change in June 2005) as of June 30, 2006 and 2005.
All  significant  intercompany  accounts  and  transactions  are  eliminated  in
consolidation.  For  consolidation  purposes,  Marine  Holdings, Inc. operations
have  been  consolidated  from  March  1,  2006  forward, in accordance with the
closing  transaction.

USE  OF  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions that affect the amounts reported in the accompanying
financial  statements.  Significant  estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers all highly liquid investments purchased with an original
maturity  at  date  of  purchase of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.
In conjunction with the purchase of Marine Holdings, Inc. and the loan financing
through  Sun Security Bank, a certificate of deposit in the amount of $1,000,000
was  required by Sun Security Bank.  These funds were acquired by Xtreme through
a convertible debenture with Dutchess Private Equities Fund, II, LP, on February
24,  2006.

                                     -9-
<PAGE>

ADVANCES  TO  MARINE  HOLDINGS,  INC.

During  2004,  2005 and the two months of January and February 2006, the Company
provided  financing  to  Marine  Holdings,  Inc.,  d/b/a Challenger Offshore,, a
Missouri  boat  manufacturer  totaling  $144,605,  $2,311,891,  and  $1,254,398
respectively.  These advances have been eliminated in the consolidated financial
statements. The Company provided this financing in the form of advances pursuant
to  the  Marketing and Distribution Agreement executed between the two companies
on  March  1,  2005.  Pursuant  to the Marketing and Distribution Agreement, the
Company  administered  all  marketing  and  sales  efforts and was the exclusive
distributor  of  leisure,  fishing and performance boats manufactured by Marine,
under  the  Challenger  Offshore  name.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent of the total outstanding shares of Marine Holdings, Inc., a
Missouri  corporation  d/b/a  Challenger Offshore, pursuant to the Marketing and
Distribution  Agreement  of  March 1, 2005 and upon the terms and conditions set
forth  in  the  Marketing  and  Distribution Agreement.  In connection with this
transaction,  existing  loans of Marine Holdings, Inc. at Sun Security Bank were
paid  in  full by Xtreme Companies, Inc.  Funding for payment of these loans was
generated  through new loans executed by Xtreme Companies, Inc. in the amount of
$4,123,627.

ACCOUNTS  RECEIVABLE

The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its customers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness, and changes in customer payments
terms  when  making  estimates  of  the  uncollectibility of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of  its  customers  deteriorated,  whether  due to customer
specific  or  general  economic  issues,  increase in the allowance may be made.
Accounts  receivable  are  written off when all collection attempts have failed.
Due  to  the  cash  in  advance  payment  terms  provided to most customers, the
likelihood  of  an  uncollectible  account  is  relatively  low.

INVENTORY

The  finished  boat  inventory  of $1,084,131 consists of twelve performance and
sport  boats manufactured by Marine Holdings for Wayton Marine International and
Life  Line  Marine  to  fulfill  sales  orders.  The distribution agreement with
Wayton  Marine  International  was  terminated in June 2006 and the distribution
agreement  with  Life Line Marine was terminated in July 2006.  The terminations
were  in part, due to a lack of performance under the contracts and as a result,
the Company had to book sales returns from Wayton Marine International.  Per the
terms  of  the  distribution  agreement signed with Life Line Marine on April 4,
2006, Life Line was to purchase fifteen boats in the three months ended June 30,
2006,  however,  only  one  boat was purchased in the time period.   The Company
built  product  to  fulfill  the  sales  orders with Wayton Marine and Life Line
Marine,  however, the Company was not able to ship the boats to the customers as
a  result  of  non-payment.

The  inventory  also  consists  of  a  SV-42 sport boat purchased through Marine
Holdings,  Inc.  in  2005 for $250,000.  This item is intended for resale and is
carried  on  the financial statements at cost of $125,000, after a write-down of
$125,000  in  March 2006.  After an evaluation by the company, it was determined
that the value of the boat is $125,000 and a strong effort is being made to sell
the  boat  at  this  time.

The  boats  in  process  inventory  of  $961,828 consists of Challenger boats in
various  stages  of the manufacturing process.  These boats are built to fulfill
customer  orders  and  are  ready  for  shipment  upon  completion.

The  $297,420  of  parts  inventory  consists primarily of small parts, stereos,
windows,  steering  systems,  and engines for use in the Challenger manufactured
boats.   The  inventory is routinely analyzed and reviewed to determine if there
is  excess  or  obsolete  inventory.  Any  inventory  determined to be excess or
obsolete  is  returned  to vendors or sold.  In the event there is any remaining
inventory,  it  is  expensed  and  written-off  the  balance  sheet.

                                      -10-
<PAGE>

PROPERTY  &  EQUIPMENT

Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
real  estate  (30  years),  computers  (5  years),  software  (3  years), office
equipment  and  furniture  (3-7  years),  building  improvements  (5  years).

LONG-LIVED  ASSETS

SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset  may  not  be  recoverable.

STOCK  BASED  COMPENSATION

SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based  method of accounting had been applied. In
accordance  with  SFAS  123,  the  Company  elected  to  continue  to  measure
compensation  cost  under  APB  No. 25, and comply with the pro forma disclosure
requirements.

The  Company  has adopted, for footnote disclosure purposes, SFAS No. 123, which
requires  that  companies disclose the cost of stock-based employee compensation
at  the  grant  date based on the value of the award (the fair value method) and
disclose  this  cost over the service period. The value of the stock-based award
is  determined  using a pricing model whereby compensation cost is the excess of
the  fair  value  of the award as determined by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.

Transactions  in which goods or services are received from non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of  June 30, 2006, and June 30, 2005, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

REVENUE  RECOGNITION

The  Company recognizes income when the products are completed for delivery, and
when the service is provided, and the customer is invoiced.  The Company applies
the  provisions  of  the  SEC  Staff  Accounting  Bulletin  No.  104,  "Revenue
Recognition in Financial Statements" which provides guidance on the recognition,
presentation  and  disclosure  of revenue in financial statements. The Company's
revenues  earned from boat sales and related services are recorded when the boat
is  completed  at  the  manufacturing  plant  and the customer is invoiced.  The
customers  are  responsible  for  shipment  and  delivery  of the boats from the
manufacturing  plant.

Xtreme  fire  rescue  and patrol boats are customarily sold with terms of 50% of
the  invoiced  boat  amount due and payable prior to work beginning on the boat,
with the balance due upon delivery.  The manufacturer's certificate of origin is
not  provided  to  the customer until the boat has been paid in full. Challenger
Offshore  product  is recorded when the service is provided, or when the boat is
completed  at  the  manufacturing plant and the customer is invoiced.  All boats
are  sold  FOB  Washington, Missouri plant.  Bulletin No. 104 outlines the basic
criteria  that  must  be  met to recognize revenue and provides guidance for the
disclosure  of  revenue  recognition policies. The Company's revenue recognition
policy for sale of products is in compliance with Bulletin No. 104. Revenue from
the  sale  of products is recognized when a formal arrangement exists, the price
is  fixed,  or  determinable,  the  delivery  is completed and collectibility is
reasonably assured.  As a result of the Company's sales terms, the likelihood of
uncollectible  accounts  receivable  remains  low.

                                      -11-
<PAGE>

NET  LOSS  PER  SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and  diluted loss per share. The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares  during the period. Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during  the period. The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
and  warrants  may have a dilutive effect on the Company's earnings per share in
the  future  but  are  not  included  in  the calculation.  As of June 30, 2006,
convertible  debentures  could  convert to 142,085,158 shares and warrants could
convert  to  1,734,000  shares.

ADVERTISING  COSTS

Advertising  and  promotional  activities  are  expensed  when  incurred.  Total
advertising  costs  were  $1,607 and $0 for the three months ended June 30, 2006
and  2005,  respectively.

SHIPPING  AND  HANDLING  COSTS

Shipping  and handling costs are expensed when incurred.  All sales are recorded
when  the  products  are  invoiced  to  the  customer  upon  completion  at  the
manufacturing  plant.  The  Company  bills its customers on a separate basis for
shipping  and  handling  costs.  Amounts  billed  to  customers for shipping and
handling  are  recorded  as  revenues, and more specifically within the "product
sales"  revenue  subcategory.  Amounts  incurred by the Company for shipping and
handling  costs  related  to the sale and delivery of goods to its customers are
included  in  other  operating  expenses  in  the statement of operations. Total
shipping  and  handling costs were $0 and $0 for the three months ended June 30,
2006  and  2005,  respectively.

INCOME  TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.  Deferred  income  taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and  the  amounts used for income tax purposes. Significant
components  of  deferred  tax  assets  are  as  follows:

                                                                        2006

                                                                    ------------
Deferred  tax  assets:
    Net  operating  loss  carryforwards                             $25,218,849
    Valuation  allowance  for  deferred  tax  assets                (25,218,849)
                                                                    ------------
    Net  deferred tax assets                                        $         -
                                                                    ============

                                      -12-
<PAGE>

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of June 30, 2006, the
Company  had  net  operating  loss carryforwards of approximately $25,218,849 or
federal  income  tax  purposes.  Utilization  of  the  net operating loss may be
subject  to  substantial  annual  limitations  due  to  the  ownership  change
limitations  provided by the Internal Revenue Code and similar state provisions.
The  annual  limitation could result in the expiration of the net operating loss
before  utilization.

NOTE  2.  ACCOUNTS  RECEIVABLE

As  of  June  30,  2006,  accounts  receivable  consists  of  the  following:

Accounts  Receivable
                                             City of Philadelphia, PA     60,000
                                                                          ------
                                                               TOTAL     $60,000
                                                                         -------

NOTE  3.  INVENTORY

As  of  June  30,  2006,  inventory  consists  of  the  following:


                                       SV-42 Pleasure Boat              $125,000
                                       -------------------              --------
                                       New Performance & Sport Boats     959,131
                                       -----------------------------     -------
                                       Boats In Process (WIP)            961,828
                                       ----------------------            -------
                                       Parts Inventory                   297,420
                                       ---------------                   -------
                                       Trailers                          114,363
                                       ========                       ==========
                                       TOTAL                          $2,457,742

NOTE  4.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  June  30,  2006,  consists  of  the  following:

                                                        2006
                                                   -----------
Building  &  Land                                  $  878,964
Molds  and  plugs                                     519,911
Machinery  and  equipment                             102,312
Autos  and  trucks                                     69,000
Furniture  and  fixtures                                  985
Demonstration  boat                                    31,750
Trailers  for  plant  use                              23,729
Building  improvements  &  capital  additions         219,320
                                                   -----------
                                                    1,845,971
Less  accumulated  depreciation
 and  amortization                                   (391,446)
                                                   -----------
                                                   $1,454,525
                                                   ===========

NOTE  5.  ADVANCES  TO  MARINE  HOLDINGS,  INC.

During  2004, 2005, and the two months of January and February 2006, the Company
provided  financing  to  Marine  Holdings,  Inc.  d/b/a  Challenger Offshore,, a
Missouri  boat  manufacturer,  totaling  $144,605,  $2,311,891,  and  $1,254,398
respectively.  These advances have been eliminated in the consolidated financial
statements. The Company provided this financing in the form of advances pursuant
to  the  Marketing and Distribution Agreement executed between the two companies
on  March  1,  2005.  Pursuant  to the Marketing and Distribution Agreement, the
Company  administered  all  marketing  and  sales  efforts and was the exclusive
distributor  of  leisure,  fishing and performance boats manufactured by Marine,
under  the  Challenger  Offshore  name.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent  of  the total outstanding shares of Marine Holdings, Inc.,
pursuant  to the Marketing and Distribution Agreement of March 1, 2005, and upon
the  terms and conditions set forth in the Marketing and Distribution Agreement.
In  connection with this transaction, existing loans of Marine Holdings, Inc. at
Sun  Security  Bank  were  paid  in  full by Xtreme Companies, Inc.  Funding for
payment  of  these  loans  was  generated  through  new loans executed by Xtreme
Companies,  Inc.  in  the  amount  of  $4,123,627.

NOTE  6.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  as  of  June 30, 2006 consists of the
following:

                            2006
                      ---------------
Accounts  payable     $       446,246
-----------------     ---------------
Accrued  expenses               1,042
-----------------     ---------------
Accrued  interest             495,493
-----------------     ---------------
Accrued  payroll  taxes       102,688
-------------------------------------
Total                 $     1,045,469
=====                 ===============

NOTE  7.  CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

On  April  3,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $375,600, at a
discount  of  $62,600.  The  debenture  has  a  10% interest rate and is due and
payable  April 3, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.08.

On  April  26,  2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $120,000, at a
discount  of  $20,000.  The  debenture  has  a  10% interest rate and is due and
payable April 26, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.08.

On  May 3, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $276,000, at a discount of
$46,000.  The  debenture  has  a 10% interest rate and is due and payable May 3,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face  amount  of  the debentures plus accrued interest into the Company's common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.08.

                                      -13-
<PAGE>

On May 17, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $492,000, at a discount
of  $82,000.  The  debenture  has a 10% interest rate and is due and payable May
17,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the  face  amount  of  the  debentures  plus accrued interest into the Company's
common stock at the lesser of (i) 75% of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.08.

On  May  17,  2006,  the  Company  entered into an Accounts Receivable Factoring
Agreement  with  Dutchess  Private  Equities  Fund,  II,  LP,  in  the amount of
$695,000.  The  factoring  agreement has a 3.5% monthly interest rate and is due
and  payable  July  17, 2006, with one month minimum interest due and payable on
the  funds.  As  funds become available through the collection of receivables on
certain  boats  as  described  in  the  factoring  agreement, all funds, and any
interest and penalties, must be forwarded to the Holder within one business day.
In  the  event  that  on  the  maturity date, there is a balance due on the face
amount,  the  Holder  can increase the face amount by ten percent 10% per month,
for  each  month  that  the  agreement  remains  unpaid.

On May 24, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $168,000, at a discount
of  $28,000.  The  debenture  has a 10% interest rate and is due and payable May
24,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the  face  amount  of  the  debentures  plus accrued interest into the Company's
common stock at the lesser of (i) 75% of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.08.

On June 7, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $290,400, at a discount
of  $48,400.  The  debenture has a 10% interest rate and is due and payable June
7, 2011.  The purchaser of the convertible debentures is entitled to convert the
face  amount  of  the debentures plus accrued interest into the Company's common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.06.

On  June  7, 2006, the Company entered into an agreement relating to convertible
promissory  notes  held by individual investors whereby the promissory notes are
extended  for  a  period  of  one  year.  In consideration of the extension, the
investors  retain  all  rights  and  warrants  from the prior notes and gain the
additional  right of a 50% conversion option, which may be exercised at any time
during  the  second  terms,  including  the maturity date.  The 50% conversation
would  be at a discount to the public selling price of the stock on the date the
Company  is  notified  of the investor's intention.  The Company agrees to repay
the  principal  and 40% simple interest at the maturity date or convert the note
into  common  stock  at  $0.10  per  share  at anytime during the extended term,
regardless  of  the  public  selling  price.

On  June  15,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  II, LP, in the amount of $72,000, at a
discount  of  $12,000.  The  debenture  has  a  10% interest rate and is due and
payable  June 15, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.06.

                                      -14-
<PAGE>

On  June  22,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund, II, LP, in the amount of $228,000, at a
discount  of  $38,000.  The  debenture  has  a  10% interest rate and is due and
payable  June 22, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.05.

On  June  23,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund, II, LP, in the amount of $156,000, at a
discount  of  $26,000.  The  debenture  has  a  10% interest rate and is due and
payable  June 23, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.05.

On  June  26,  2006,  the  Company  paid $120,000 to Mike Lochirco for a matured
promissory  note  in  the  amount  of  $100,000  principal  and  $20,000 accrued
interest.

NOTE  8.  NOTES  PAYABLE

At  June  30, 2006, the Company had various short term Notes Payable as follows:

Happy Apple Company of $581,373, due on demand, unsecured, and bears interest at
a  rate of 20%.  During the three months ended June 30, 2006, the Company repaid
$145,451.19  of  the  principal  balance.

Bank  of  Washington  of  $14,916,  secured  by  a 2002 GMC3500 truck, and bears
interest  at  a  rate  of  9.25%,  and  a  maturity  date  of  March  22,  2009.

Sun Security Bank of $988,190, secured by certain Challenger Offshore WIP boats,
and  bears interest at a rate of US Bank Prime Rate plus 2.0%.  These are 90 day
notes  and  are  renewable.

On February 28, 2006, the Company entered into a long-term Note Payable with Sun
Security  Bank  of  $2,961,429,  secured  by  the  manufacturing  facility  in
Washington,  Missouri,  and  all  fixed  assets  of the Company.  The note bears
interest  at a rate of US Bank Prime Rate plus 1.0% and a maturity date of March
1,  2009.  It  is  also  secured  by  a  certificate of deposit in the amount of
$1,000,000  on  deposit  at  Sun  Security  Bank.  As of June 30, 2006, the Note
Payable  carries  a  principal  balance  of  $2,919,123.

NOTE  9.  COMMITMENTS  AND  CONTINGENCIES

Legal  Matters

The  Company believes that there are no claims or litigation pending against the
company  or  its  officers  and directors in their roles as such, the outcome of
which  could have a material adverse effect on the Company's financial condition
or  operating  results.

                                      -15-
<PAGE>

NOTE  10.  CAPITAL  STOCK  TRANSACTIONS

The  authorized  common stock of the Company consists of 100,000,000 shares with
par  value of $.001. On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock payable at
September  26,  2003  and  amended the articles of incorporation to increase the
authorized capital shares to 100,000,000. On January 30, 2004, Xtreme's Board of
Directors  declared  a  10-for-1  reverse  split of the outstanding common stock
payable  at  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.

During the year ended December 31, 2005, the following common stock transactions
were  made:

The  Company  issued  557,275  shares  of  the  Company's common stock valued at
$83,591  to  Ron  DiBartolo  of  Marine  Holdings,  Inc. in conjunction with the
Marketing  and  Distribution  Agreement  dated  March  1, 2005.  The shares were
accounted  for  as  marketing  expenses.

The  Company  issued  1,400,000 shares of the Company's common stock to Dutchess
Private  Equities  Fund,  II,  LP,  as  an inducement to provide financing.  The
expense  for  the  stock,  valued at $154,000, was booked to interest expense in
2004.

The  Company  issued  1,671,826  shares  of the Company's common stock valued at
$250,774  to eFund Capital Partners, LLC, as an inducement to provide financing.
The  shares  were  accounted  for  as  interest  expense.

The  Company  issued  2,229,101  shares  of the Company's common stock valued at
$334,365  to  Dutchess  Advisors,  LLC  for  consulting  work.  The  shares were
accounted  for  as  consulting  expense.

The Company issued 300,000 shares of the Company's common stock to an officer of
the  Company  as  compensation  valued  at  $54,000.

The  Company  issued  500,000  shares  of  the  Company's common stock valued at
$95,000 to Preston Capital Partners in connection with the Equity Line Agreement
dated  September 24, 2005.  As of December 31, 2005, proceeds for 167,399 shares
were  applied  as payment to the November 22, 2005 promissory note with Dutchess
Private  Equities  Fund,  II,  LP.  The remaining 332,601 shares were applied as
payment  against  the  same  promissory  note  on  January  19,  2006.

The  Company  issued  1,858,018  shares  of  the  Company's common stock for the
conversion  of  $219,928  in  debts  incurred  in  previous  years.

On January 20, 2006, the Company issued 1,000,000 shares of the Company's common
stock  valued  at  $120,000  to  Preston Capital Partners in connection with the
Equity  Line  Agreement  dated  September  24,  2005.  On February 27, 2006, the
Company issued 500,000 shares of the Company's common stock valued at $55,000 to
Preston  Capital  Partners  in  connection  with the Equity Line Agreement dated
September 24,2005.  On March 3, 2006, the Company issued 1,000,000 shares of the
Company's  common  stock  valued  at  $150,000  to  Preston  Capital Partners in
connection  with the Equity Line Agreement dated September 24,2005.  As of March
31,  2006,  proceeds  for 2,269,448 shares were applied as payment to promissory
notes with Dutchess Private Equities Fund, II, LP.  The remaining 230,552 shares
had  not  been  returned  to  the  company  as  of  March  31,  2006.

On  April  10,  2006,  the Company issued 500,000 shares of the Company's common
stock  valued  at  $60,000  to  Preston  Capital Partners in connection with the
Equity  Line  Agreement  dated  September  24,  2005.

On  April  26,  2006,  the Company issued 115,874 shares of the Company's common
stock  valued  at  $12,746  to  William  Hoops  for  debt  conversion.

On  June  7,  2006,  the Company issued 8,037,911 shares of the Company's common
stock valued at $643,033 to Dutchess Private Equities Fund, LP, as an inducement
to  provide  financing.  The  shares  were  accounted  for  as interest expense.

On  June  7,  2006, the Company issued 12,592,360 shares of the Company's common
stock  valued  at  $1,007,389  to  Dutchess Private Equities Fund, II, LP, as an
inducement  to  provide  financing.  The  shares  were accounted for as interest
expense.

On  June  20,  2006, the Company issued 1,000,000 shares of the Company's common
stock  valued  at  $50,000  to  Preston  Capital Partners in connection with the
Equity  Line  Agreement  dated  September  24,  2005.

On June 20, 2006, the Company issued 30,000 shares of the Company's common stock
to  an  employee  of  the  Company  as  compensation  valued  at  $1,500.

On June 20, 2006, the Company issued 30,000 shares of the Company's common stock
to  another  employee  of  the  Company  as  compensation  valued  at  $1,500.

                                      -16-
<PAGE>

NOTE  11.  RENTS

The  Company  has  building  rental expense of $5,500 for the three months ended
June  30,  2006  for the rental of additional warehouse space to store completed
boats.  The  Company  anticipates  that  this  additional  expense will cease by
September  30,  2006.

NOTE  12.  SUBSEQUENT  EVENTS

On July 5, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $312,000, at a discount
of  $52,000.  The  debenture has a 10% interest rate and is due and payable July
5, 2011.  The purchaser of the convertible debentures is entitled to convert the
face  amount  of  the debentures plus accrued interest into the Company's common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.05.

On July 12, 2006, the Company terminated the exclusive distributorship agreement
with  Life  Line Marine.  Since the execution of the agreement on April 4, 2006,
Life  Line  Marine  purchased  one  boat  in  the  three  month  period.

On  July  20,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $186,000, at a
discount  of  $31,000.  The  debenture  has  a  10% interest rate and is due and
payable  July 20, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during  the fifteen trading days prior to the Conversion Date or (ii) at a Fixed
Conversion  Price  of  $0.05.

On  July  21,  2006,  the Company entered into a Convertible Debenture Agreement
with Dutchess Private Equities Fund, LP, in the amount of $66,000, at a discount
of  $11,000.  The  debenture has a 10% interest rate and is due and payable July
21,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the  face  amount  of  the  debentures  plus accrued interest into the Company's
common stock at the lesser of (i) 75% of the lowest closing bid price during the
fifteen  trading days prior to the Conversion Date or (ii) at a Fixed Conversion
Price  of  $0.05.

On  August  1,  2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund, II, LP, in the amount of $282,000, at a
discount  of  $47,000.  The  debenture  has  a  10% interest rate and is due and
payable August 1, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during the fifteen trading days prior to the Conversion Date or (ii) at a  Fixed
Conversion  Price  of  $0.04.

                                      -17-
<PAGE>

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

 This section should be read together with our consolidated financial statements
and  related  notes  included  elsewhere  in  this  report.

CAUTIONARY  STATEMENT  REGARDING  FORWARD-LOOKING  STATEMENTS

In addition to the historical information contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Forward-looking
statements  are  not  based  on  historical  information  but  relate  to future
operations, strategies, financial results or other developments. Forward-looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently  subject  to  significant  business,  economic  and  competitive
uncertainties  and  contingencies, many of which are beyond our control and many
of  which,  with  respect  to  future business decisions, are subject to change.
Certain statements contained in this Form 10-KSB, including, without limitation,
statements  containing  the  words "believe", "anticipate, "estimate", "expect",
"are  of  the  opinion  that"  and  words  of  similar  import,  constitute
"forward-looking  statements".

You should not place any undue reliance on these forward-looking statements. You
should  be aware that our actual growth and results could differ materially from
those  contained  in  the forward-looking statements due to a number of factors.
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.  You  should  not place undue
reliance  on  these  forward-looking  statements. We do not intend to update any
forward-looking  statements  as  a  result  of new information, future events or
developments,  except  as  required  by  law.

CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  Our  preparation  of  our Consolidated Financial Statements
requires  us  to make estimates and assumptions that affect the reported amounts
of  assets  and  liabilities, disclosure of contingent assets and liabilities at
the  date  of  our financial statements, and the reported amounts of revenue and
expenses  during  the  reporting  period.  Actual  results may differ from those
estimates.

Our  accounting  policies  that  are  the most important to the portrayal of our
financial  condition  and  results,  and  which  require  the  highest degree of
management  judgment  relate  to revenue recognition, property and equipment and
issuance  of  shares  for  service.

GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates our continuation as a going concern. Our current liabilities exceed
the current assets by $3,412,824 as of June 30, 2006. We had operating losses of
($3,654,708)  and  ($459,468) for the three months ended June 30, 2006 and 2005,
respectively.

Our  management  is currently pursuing equity and/or debt financing in an effort
to continue operations. Our future success is likely dependent on our ability to
attain  additional  capital  to  develop its proposed products and manufacturing
processes  and  ultimately,  upon  its  ability  to  attain  future  profitable
operations.  There  can  be no assurance that we will be successful in obtaining
such financing, or that we will attain positive cash flows from operations.  The
financial  statements  do  not  include  any adjustments that might be necessary
should  we  be  unable  to  continue  as  a  going  concern.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements  include  our accounts and those of our
wholly  owned  subsidiaries - Marine Holdings, Inc., d/b/a  Challenger Offshore,
as of June 30, 2006 and First Responders, Inc., known as Rockwell Power Systems,
Inc.  until  a  name  change  in  June  2005, as of June 30, 2006 and 2005.  All
significant  intercompany  accounts  and  transactions  are  eliminated  in
consolidation.  For  consolidation  purposes,  Marine  Holdings, Inc. operations
have  been  consolidated  from  March  1,  2006  forward, in accordance with the
closing  transaction.

                                      -18-
<PAGE>

USE  OF  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions that affect the amounts reported in the accompanying
financial  statements.  Significant  estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

We consider all highly liquid investments purchased with an original maturity at
date  of  purchase of three months or less to be cash equivalents. Cash and cash
equivalents  are  carried  at  cost,  which  approximates  market  value.  In
conjunction  with  the  purchase of Marine Holdings, Inc. and the loan financing
through  Sun Security Bank, a certificate of deposit in the amount of $1,000,000
was  required  by  Sun Security Bank.  These funds were acquired by us through a
convertible  debenture  with Dutchess Private Equities Fund, II, LP, on February
24,  2006.

ADVANCES  TO  MARINE  HOLDINGS,  INC.

During  2004,  2005 and the two months of January and February 2006, we provided
financing  to  Marine Holdings, Inc., d/b/a Challenger Offshore, a Missouri boat
manufacturer, totaling $144,605, $2,311,891, and $1,254,398 respectively.  These
advances  have  been  eliminated  in  the  consolidated financial statements. We
provided  this  financing  in the form of advances pursuant to the Marketing and
Distribution  Agreement  executed  between  the  two companies on March 1, 2005.
Pursuant  to  the  Marketing  and  Distribution  Agreement,  we administered all
marketing  and  sales  efforts  and  were  the exclusive distributor of leisure,
fishing  and  performance  boats  manufactured  by  Marine, under the Challenger
Offshore  name.

On  February  28,  2006,  the  we  finalized the purchase transaction to acquire
one-hundred  percent of the total outstanding shares of Marine Holdings, Inc., a
Missouri  corporation  d/b/a  Challenger Offshore, pursuant to the Marketing and
Distribution  Agreement  of  March 1, 2005 and upon the terms and conditions set
forth  in  the  Marketing  and  Distribution Agreement.  In connection with this
transaction,  existing  loans of Marine Holdings, Inc. at Sun Security Bank were
paid  in  full  by us.  Funding for payment of these loans was generated through
new  loans  executed  by  us  in  the  amount  of  $4,123,627.

ACCOUNTS  RECEIVABLE

We  maintain  an  allowance  for doubtful accounts for estimated losses that may
arise  if any of our customers are unable to make required payments.  Management
specifically  analyzes  the  age  of  customer  balances,  historical  bad  debt
experience,  customer  credit-worthiness, and changes in customer payments terms
when  making  estimates  of the uncollectibility of the Company's trade accounts
receivable balances. If we determine that the financial conditions of any of our
customers  deteriorated,  whether  due  to customer specific or general economic
issues,  increase  in the allowance may be made. Accounts receivable are written
off  when  all  collection  attempts  have  failed.  Due  to the cash in advance
payment  terms  provided  to  most customers, the likelihood of an uncollectible
account  is  relatively  low.

                                      -19-
<PAGE>

INVENTORY

The  finished  boat  inventory  of $1,084,131 consists of twelve performance and
sport  boats manufactured by Marine Holdings for Wayton Marine International and
Life  Line  Marine  to  fulfill  sales  orders.  The distribution agreement with
Wayton  Marine  International  was  terminated in June 2006 and the distribution
agreement  with  Life Line Marine was terminated in July 2006.  The terminations
were  in part, due to a lack of performance under the contracts and as a result,
we had to book sales returns from Wayton Marine International.  Per the terms of
the  distribution  agreement signed with Life Line Marine on April 4, 2006, Life
Line  was  to  purchase  fifteen  boats in the three months ended June 30, 2006,
however,  only  one boat was purchased in the time period.   We built product to
fulfill  the  sales  orders with Wayton Marine and Life Line Marine, however, we
were  not  able  to  ship the boats to the customers as a result of non-payment.

The  inventory  also  consists  of  a  SV-42 sport boat purchased through Marine
Holdings,  Inc.  in  2005 for $250,000.  This item is intended for resale and is
carried  on  the financial statements at cost of $125,000, after a write-down of
$125,000  in  March 2006.  After an evaluation by us, it was determined that the
value of the boat is $125,000 and a strong effort is being made to sell the boat
at  this  time.

The  boats  in  process  inventory  of  $961,828 consists of Challenger boats in
various  stages  of the manufacturing process.  These boats are built to fulfill
customer  orders  and  are  ready  for  shipment  upon  completion.

The  $297,420  of  parts  inventory  consists primarily of small parts, stereos,
windows,  steering  systems,  and engines for use in the Challenger manufactured
boats.   The  inventory is routinely analyzed and reviewed to determine if there
is  excess  or  obsolete  inventory.  Any  inventory  determined to be excess or
obsolete  is  returned  to vendors or sold.  In the event there is any remaining
inventory,  it  is  expensed  and  written-off  the  balance  sheet.

PROPERTY  &  EQUIPMENT

Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
real  estate  (30  years),  computers  (5  years),  software  (3  years), office
equipment  and  furniture  (3-7  years),  building  improvements  (5  years).

LONG-LIVED  ASSETS

SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset  may  not  be  recoverable.

STOCK  BASED  COMPENSATION

SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based  method of accounting had been applied. In
accordance  with  SFAS  123, we elected to continue to measure compensation cost
under  APB  No.  25,  and  comply  with  the  pro forma disclosure requirements.

We  have adopted, for footnote disclosure purposes, SFAS No. 123, which requires
that  companies  disclose  the  cost of stock-based employee compensation at the
grant  date based on the value of the award (the fair value method) and disclose
this  cost  over  the  service  period.  The  value  of the stock-based award is
determined  using a pricing model whereby compensation cost is the excess of the
fair  value  of  the  award  as  determined  by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.

Transactions  in which goods or services are received from non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Our  financial  instruments,  including  cash  and  cash  equivalents,  accounts
receivable,  accounts payable and accrued liabilities are carried at cost, which
approximates  their  fair  value,  due to the relatively short maturity of these
instruments.  As  of  June  30,  2006, and June 30, 2005, our notes payable have
stated  borrowing rates that are consistent with those currently available to us
and,  accordingly,  we  believe  the  carrying  value  of these debt instruments
approximates  their  fair  value.

REVENUE  RECOGNITION

We  recognize  income when the products are completed for delivery, and when the
service  is  provided, and the customer is invoiced.  We apply the provisions of
the  SEC  Staff  Accounting  Bulletin No. 104, "Revenue Recognition in Financial
Statements"  which  provides  guidance  on  the  recognition,  presentation  and
disclosure  of  revenue  in  financial statements. The Company's revenues earned
from  boat sales and related services are recorded when the boat is completed at
the  manufacturing  plant  and  the  customer  is  invoiced.  The  customers are
responsible for shipment and delivery of the boats from the manufacturing plant.

Xtreme  fire  rescue  and patrol boats are customarily sold with terms of 50% of
the  invoiced  boat  amount due and payable prior to work beginning on the boat,
with the balance due upon delivery.  The manufacturer's certificate of origin is
not  provided  to  the customer until the boat has been paid in full. Challenger
Offshore  product  is recorded when the service is provided, or when the boat is
completed  at  the  manufacturing plant and the customer is invoiced.  All boats
are  sold  FOB  Washington, Missouri plant.  Bulletin No. 104 outlines the basic
criteria  that  must  be  met to recognize revenue and provides guidance for the
disclosure  of  revenue recognition policies. Our revenue recognition policy for
sale  of  products is in compliance with Bulletin No. 104. Revenue from the sale
of  products is recognized when a formal arrangement exists, the price is fixed,
or  determinable,  the  delivery  is  completed and collectibility is reasonably
assured.  As  a  result  of  our  sales  terms,  the likelihood of uncollectible
accounts  receivable  remains  low.

                                      -20-
<PAGE>

NET  LOSS  PER  SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and  diluted loss per share. The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares  during the period. Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during  the period. The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
and  warrants may have a dilutive effect on our earnings per share in the future
but  are  not  included  in  the  calculation.  As of June 30, 2006, convertible
debentures  could  convert  to  142,085,158 shares and warrants could convert to
1,734,000  shares.

ADVERTISING  COSTS

Advertising  and  promotional  activities  are  expensed  when  incurred.  Total
advertising  costs  were  $1,607 and $0 for the three months ended June 30, 2006
and  2005,  respectively.

SHIPPING  AND  HANDLING  COSTS

Shipping  and handling costs are expensed when incurred.  All sales are recorded
when  the  products  are  invoiced  to  the  customer  upon  completion  at  the
manufacturing  plant. We bill our customers on a separate basis for shipping and
handling  costs.  Amounts  billed  to  customers  for  shipping and handling are
recorded  as  revenues, and more specifically within the "product sales" revenue
subcategory.  Amounts  incurred by us for shipping and handling costs related to
the  sale and delivery of goods to our customers are included in other operating
expenses  in the statement of operations. Total shipping and handling costs were
$0  and  $0  for  the  three  months ended June 30, 2006 and 2005, respectively.

INCOME  TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  we  have  incurred  losses  in  all  periods  and  for all
jurisdictions.  Deferred  income  taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and  the  amounts used for income tax purposes. Significant
components  of  deferred  tax  assets  are  as  follows:

                                                                        2006

                                                                    ------------
Deferred  tax  assets:
    Net  operating  loss  carryforwards                             $25,218,849
    Valuation  allowance  for  deferred  tax  assets                (25,218,849)
                                                                    ------------
    Net  deferred tax assets                                        $         -
                                                                    ============

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets  have been fully offset by a valuation allowance. As of June 30, 2006, we
had  net  operating  loss carryforwards of approximately $25,218,849 for federal
income  tax  purposes.  Utilization  of the net operating loss may be subject to
substantial  annual limitations due to the ownership change limitations provided
by the Internal Revenue Code and similar state provisions. The annual limitation
could  result  in  the  expiration of the net operating loss before utilization.

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  also  manufacture  leisure,  fishing  and  performance  boats  through  our
subsidiary  Marine  Holdings, Inc., a Missouri corporation, distributed and sold
under  the Challenger Offshore name.  The Challenger boats range in size from 19
ft.  to  97  ft.,  with  prices  ranging  from  $31,495 to $5.8 million.  Marine
Holdings  manufactures  many of their boats using hulls structurally designed by
world-renowned  naval  architects,  as  well  as  the  patented D-DC hulls.  The
Challenger  boats  are  distributed  through  a  dealer  network.

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 300 Westlink Drive, Washington,
MO  63090.  Our  telephone  number  is  (636)  390-9000.  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.


GOING  CONCERN

Our financial statements for the three month period ended June 30, 2006, reflect
a  net loss of ($3,654,708) and net cash flows used by operations of $2,316,867.
We  are  pursuing  equity  and/or  debt  financing  in  an  effort  to  continue
operations.  Our  future  success  is  likely dependent on our ability to attain
additional  capital  to develop our products and ultimately, upon our ability to
attain  future profitable operations. We may not be successful in obtaining such
financing  or  attaining  positive  cash  flows  from  operations.

                                      -21-
<PAGE>

RESULTS  OF  OPERATIONS

THREE  AND  SIX MONTHS ENDED JUNE 30, 2006 AS COMPARED WITH THREE AND SIX MONTHS
ENDED  JUNE  30,  2005

NET  REVENUES

For  the  three and six months ended June 30, 2006, we generated net revenues of
($792,895)  and ($34,305), respectively, as compared to net revenues of $552,300
and $620,300 for the three and six months ended June 30, 2005.  The major change
in  our  business that impacted revenues for the three and six months ended June
30,  2006  is  the  termination of our distribution agreement with Wayton Marine
International and the return of product to Xtreme in the three months ended June
30,  2006, which resulted in negative sales for the year. At  the  time  of  our
termination  of  our  agreements  with  Wayton  Marine,  we  had  completed work
on  nine  boats  pursuant to purchase orders provided  by  Wayton  Marine.  Four
boats were shipped to Wayton Marine, however Wayton Marine did not take delivery
of  the remaining five boats or provide payment for the boats as required by the
Agreement. This default was the main factor in the termination of our Agreements
with  Wayton  Marine.  Additionally,  as  a  result  of  the  default we had  to
reverse  revenues  already  recorded  on  our  books.

In  addition,  under  the  terms of our distribution agreement entered into with
Life  Line  Marine  on  April 4, 2006, Life Line was to purchase 15 boats in the
three  months  ended  June 30, 2006, however, only one boat was purchased in the
time  period.

Effective  March  1,  2005,  Xtreme  became  the sole distributor for Challenger
Offshore  boats manufactured by Marine Holdings, Inc., therefore, until March 1,
2006, the Company recognized revenue on boats purchased from Marine Holdings and
sold  to  the  customer.

COST  OF  GOODS  SOLD

We  incurred  costs  of  sales  of ($369,077) and $544,311, respectively for the
three  and  six months ended June 30, 2006, as compared to $467,126 and $526,192
for  the three and six months ended June 30, 2005.  Cost of goods sold increased
due  to  the increased production of boats during the three and six months ended
June  30,  2006,  with  some boats still in process at June 30, 2006.  The costs
associated  with  these  boats were $961,828 as of June 30, 2006.   We increased
production  during  six  month  period ended June 30,2006  because we had signed
sales  orders  from  Wayton  Marine  International  and  Life  Line  Marine.

OPERATING  EXPENSES

Operating  expenses  increased to $962,031 and $1,980,236, respectively, for the
three  and  six  months ended June 30, 2006 as compared to $300,010 and $903,873
for  the  three  and  six  months ended June 30, 2005. The increase in operating
expenses  for the three month period ended June 30, 2006 as compared to June 30,
2005  occurred  primarily  as  a  result  of  documentation  fees for funding of
$130,000,  business  insurance  of  $159,885, and payroll and taxes of $243,174.

INTEREST  EXPENSE

Interest  expense  increased from $244,632 to $2,263,859 from the 3 month period
ended  June  30,  2005.  The increase is a result of $1,650,422 interest expense
recorded  on  June  7,  2006 in connection with the issuance of 8,037,911 shares
issued  to  Dutchess  Private  Equities and 12,592,360 shares issued to Dutchess
Private  Equities  II,  as  an inducement to invest in our company.  Each of our
notes  and  debentures were issued at a discount, which is amortized and charged
to  interest expense over the life of the promissory note, debenture or warrant.
Also,  our  debentures  are issued with a conversion preference to the holder of
the debenture in the event of default, which are included in interest expense on
the  financial  statements.

NET  LOSS

We  had a net loss of ($3,654,708) and ($5,144,812) for the three and six months
ended  June  30,  2006, respectively, as compared to ($459,468) and ($1,483,427)
for  the  three and six months ended June 30, 2005.   The Net Loss increased due
to  our  decrease  in  revenues,  increase  in operating expenses, and increased
funding  fees  and interest expense associated with financing transactions.  The
Net  Loss  also  increased  due  to  the  sales  returns  from  Wayton  Marine
International and the lack of purchases by Life Line Marine per the terms of the
distribution  agreement.

LIQUIDITY  AND  CAPITAL  RESOURCES

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting in the development of those companies internally. As of June 30, 2006,
we  had  Total  Current Assets of $2,567,132 compared to $778,916 as of December
31,  2005.  This  was  due  primarily to the following: a $2,082,742 increase in
inventory,  including boats in process, parts, finished boats, and trailers from
the  merger  with  Marine  Holdings,  Inc.

As of June 30, 2006, we had Total Current Liabilities of $5,979,956, compared to
$3,203,805,  as  of  December 31, 2005. This was due primarily to the following:

     a  $308,774  increase  in  Accrued  Interest
     a  $399,655  increase  in  Notes  Payable
     a  $988,190  increase  in  Work-In-Process  Loans
     a  $169,224  increase for Sun Security Loans to finance the purchase of the
        Marine  Holdings,  Inc.  manufacturing  facility
     a  $198,742  increase  in  Dutchess  Convertible  Promissory  Notes
     a  $695,000  increase  for  a  receivable factoring agreement with Dutchess
        Private  Equities  Fund,  II

Cash  and  cash  equivalents  were  $49,390  as  of June 30, 2006 as compared to
$331,386  as of December 31, 2005. Our Stockholders' Equity at June 30, 2006 was
a  deficit  of  ($9,724,027).

As  of  June  30,  2006,  we  had  debt  of  $14,745,686,  including convertible
debentures  and  promissory  notes  which  total  $8,750,813.  We accrue monthly
interest  expense on the debt under our convertible debentures, which are due in
2009,  2010  and  2011.  Our  debt  could limit our ability to obtain additional
financing  for working capital, capital expenditures, debt service requirements,
or  other  purposes  in  the  future,  as  needed.

We continue to require additional funding.  We believe we will be able to secure
funding from our current investors, but there is no assurance we will be able to
do  so.  If  we  are unable to generate sufficient cash flow or obtain funds for
required  payments,  or  if we fail to comply with the covenants in our debt, we
will  be  in  default.  We  may  not  be  able  to able to meet our debt service
obligations.  If  we default on our existing debt, we may have to pay additional
penalties  or  issue  additional  equity.  If  we  issue  equity,  our  existing
shareholders' interests will be diluted.  If we can't raise sufficient funds, we
may  have  to  curtail  or  cease  operations.

                                      -22-
<PAGE>

FINANCING  ACTIVITIES

On  April  3,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $375,600, at a discount of
$62,600.  The  debenture has a 10% interest rate and is due and payable April 3,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On  April  26,  2006  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $120,000, at a discount of
$20,000.  The debenture has a 10% interest rate and is due and payable April 26,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On  May 3, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities Fund, LP, in the amount of $276,000, at a discount of $46,000.
The  debenture  has a 10% interest rate and is due and payable May 3, 2011.  The
purchaser  of  the convertible debentures is entitled to convert the face amount
of  the  debentures plus accrued interest into our common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or  (ii)  at  a  Fixed  Conversion  Price  of  $0.08.

On May 17, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $492,000, at a discount of
$82,000.  The  debenture  has a 10% interest rate and is due and payable May 17,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On May 17, 2006, we entered into an Accounts Receivable Factoring Agreement with
Dutchess  Private  Equities  Fund,  II,  LP,  in  the  amount  of $695,000.  The
factoring agreement has a 3.5% monthly interest rate and is due and payable July
17,  2006,  with  one  month  minimum interest due and payable on the funds.  As
funds become available through the collection of receivables on certain boats as
described in the factoring agreement, all funds, and any interest and penalties,
must  be  forwarded to the Holder within one business day.  In the event that on
the  maturity  date,  there  is a balance due on the face amount, the Holder can
increase the face amount by ten 10% per month, for each month that the agreement
remains  unpaid.

On May 24, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $168,000, at a discount of
$28,000.  The  debenture  has a 10% interest rate and is due and payable May 24,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On June 7, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $290,400, at a discount of
$48,400.  The  debenture  has a 10% interest rate and is due and payable June 7,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.06.

On  June  15,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, II, LP, in the amount of $72,000, at a discount
of  $12,000.  The  debenture has a 10% interest rate and is due and payable June
15,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.06.

On  June  22,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $228,000, at a discount
of  $38,000.  The  debenture has a 10% interest rate and is due and payable June
22,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.05.

On  June  23,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $156,000, at a discount
of  $26,000.  The  debenture has a 10% interest rate and is due and payable June
23,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.05.

INFLATION

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

                                      -23-
<PAGE>

SUBSIDIARIES

As  of  June  30,  2006,  we  had  two  subsidiaries:

Marine  Holdings,  Inc.   (d/b/a  Challenger  Offshore)
First  Responders,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES.

As  of the end of the period covered by this Quarterly Report on Form 10-QSB, an
evaluation was performed under the supervision and with the participation of our
management,  including  the Chief Executive Officer and Chief Financial Officer,
of  the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act
of  1934).  Based  on  that  evaluation,  our  Chief Executive Officer and Chief
Financial  Officer  concluded  that  our  disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we  file  or  submit  under the Securities Exchange Act of 1934 (i) is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and Exchange Commission rules and forms, and (ii) is accumulated and
communicated  to our management, including our Chief Executive Officer and Chief
Financial  Officer, as appropriate, to allow timely decisions regarding required
reasonable  assurance  that  such information is accumulated and communicated to
our  management.  Our disclosure controls and procedures are designed to provide
reasonable  assurance  that  such information is accumulated and communicated to
our  management.  Our  disclosure  controls and procedures include components of
our  internal  control over financial reporting.  Management's assessment of the
effectiveness  of  our internal control over financial reporting is expressed at
the  level  of  reasonable assurance that the control system, no matter how well
designed  and operated, can provide only reasonable, but not absolute, assurance
that  the  control  system's  objectives  will  be  met.

CHANGES  IN  INTERNAL  CONTROLS

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the  second  quarter  covered by this Quarterly Report on Form
10-QSB  that  materially affected, or is reasonably likely to materially affect,
our  internal  control  over  financial  reporting.

                                      -24-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  are  not  aware  of any litigation or potential litigation that could have a
material  impact  on  our  business.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

On  April  3,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $375,600, at a discount of
$62,600.  The  debenture has a 10% interest rate and is due and payable April 3,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On  April  26,  2006,  we  entered  into  a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $120,000, at a discount of
$20,000.  The debenture has a 10% interest rate and is due and payable April 26,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On  May 3, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities Fund, LP, in the amount of $276,000, at a discount of $46,000.
The  debenture  has a 10% interest rate and is due and payable May 3, 2011.  The
purchaser  of  the convertible debentures is entitled to convert the face amount
of  the  debentures plus accrued interest into our common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or  (ii)  at  a  Fixed  Conversion  Price  of  $0.08.

On May 17, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $492,000, at a discount of
$82,000.  The  debenture  has a 10% interest rate and is due and payable May 17,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On May 24, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $168,000, at a discount of
$28,000.  The  debenture  has a 10% interest rate and is due and payable May 24,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.08.

On June 7, 2006, we entered into a Convertible Debenture Agreement with Dutchess
Private  Equities  Fund,  II,  LP,  in  the amount of $290,400, at a discount of
$48,400.  The  debenture  has a 10% interest rate and is due and payable June 7,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.06.

On  June  15,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, II, LP, in the amount of $72,000, at a discount
of  $12,000.  The  debenture has a 10% interest rate and is due and payable June
15,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.06.

On  June  22,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $228,000, at a discount
of  $38,000.  The  debenture has a 10% interest rate and is due and payable June
22,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.05.

On  June  23,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $156,000, at a discount
of  $26,000.  The  debenture has a 10% interest rate and is due and payable June
23,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior to the Conversion Date or (ii) at a Fixed Conversion Price of $0.05.

On  April  10,  2006,  we  issued  500,000  shares of our common stock valued at
$60,000 to Preston Capital Partners in connection with the Equity Line Agreement
dated  September  24, 2005.  On June 20, 2006, we issued 1,000,000 shares of our
common  stock  valued  at $50,000 to Preston Capital Partners in connection with
the  Equity  Line  Agreement  dated  September  24,  2005.

On April 26, 2006, we issued 115,874 shares of common stock valued at $12,746 to
William  Hoops.

On  June  7, 2006, we issued 8,037,911 shares of common stock valued at $643,033
to  Dutchess  Private  Equities Fund, LP, as an inducement to provide financing.
The  shares  were  accounted  for  as  interest  expense.

On  June  7,  2006,  we  issued  12,592,360  shares  of  common  stock valued at
$1,007,389  to  Dutchess  Private  Equities  Fund,  II,  LP, as an inducement to
provide  financing.  The  shares  were  accounted  for  as  interest  expense.

On  June  20, 2006, we issued 60,000 shares of our common stock to two employees
as  compensation  valued  at  $3,000.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933, "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

                                      -25-
<PAGE>

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

None.

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

None.

ITEM  5.  OTHER  INFORMATION.

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

NUMBER           DESCRIPTION  OF  EXHIBIT
-----------     ----------------------------

2.1  Acquisition  Agreement between the Company and Waste Renewal Systems, Inc.,
     dated  April  26,  2002 (included as Exhibit 2 to the Form 8-K filed May 8,
     2002,  and  incorporated  herein  by  reference).

2.2  Agreement and Plan of Reorganization between the Company and Rockwell Power
     Systems,  dated  October  1,  2003 (included as Exhibit 2.1 to the Form 8-K
     filed  October  9,  2003,  and  incorporated  herein  by  reference).

3.1  Articles  of  Incorporation (included as Exhibit 3.1 to the Form 10-SB12G/A
     filed  November  7,  2000,  and  incorporated  herein  by  reference).

3.2  By-laws  (included as Exhibit 3.2 to the Form 10-SB filed November 7, 2000,
     and  incorporated  herein  by  reference).

3.3  Amendment to Articles of Incorporation (included as Exhibit 3.3 to the Form
     SB-2/A  filed  July  21,  2005,  and  incorporated  herein  by  reference).

4.1  Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  October  1,  2003 (included as Exhibit 4.1 to the Form 10-KSB
     filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.2  Debenture  Agreement  between  the  Company and eFund Small-Cap Fund, L.P.,
     dated  October  1,  2003  (included as Exhibit 4.2 to the Form 10-KSB filed
     April  14,  2004,  and  incorporated  herein  by  reference).

4.3  Subscription  Agreement  between  the Company and Dutchess Private Equities
     Fund,  L.P.,  dated  October  1, 2003 (included as Exhibit 10.4 to the Form
     10-KSB  filed  April  14,  2004,  and  incorporated  herein  by reference).

4.4  Subscription  Agreement  between  the  Company  and eFund Capital Partners,
     dated  October  1,  2003 (included as Exhibit 10.5 to the Form 10-KSB filed
     April  14,  2004,  and  incorporated  herein  by  reference).

4.5  Registration  Rights  Agreement  between  the  Company and Dutchess Private
     Equities Fund, L.P., dated October 1, 2003 (included as Exhibit 10.6 to the
     Form  10-KSB  filed  April 14, 2004, and incorporated herein by reference).

4.6  Registration Rights Agreement between the Company and eFund Small-Cap Fund,
     L.P.,  dated  October  1, 2003 (included as Exhibit 10.7 to the Form 10-KSB
     filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.7  Debenture Agreement between the Company and Preston Capital Partners, L.P.,
     dated  February  3,  2004 (included as Exhibit 4.1 to the Form 10-QSB filed
     May  24,  2004,  and  incorporated  herein  by  reference).

4.8  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
     dated  February  18, 2004 (included as Exhibit 4.2 to the Form 10-QSB filed
     May  24,  2004,  and  incorporated  herein  by  reference).

4.9  Registration  Rights  Agreement  between  the  Company  and Preston Capital
     Partners,  L.P.,  dated  February  3, 2004 (included as Exhibit 10.1 to the
     Form  10-QSB  filed  May  24,  2004, and incorporated herein by reference).

4.10 Registration  Rights  Agreement  between  the  Company  and  eFund  Capital
     Partners,  LLC,  dated  February  18, 2004 (included as Exhibit 10.2 to the
     Form  10-QSB  filed  May  24,  2004, and incorporated herein by reference).

4.11 Subordinated  Convertible  Promissory  Note between the Company and Lenders
     (included  as Exhibit 10.24 to the Form 10-QSB filed November 23, 2004, and
     incorporated  herein  by  reference).

4.12 Debenture  Agreement between the Company and Dutchess Private Equities Fund
     L.P.,  dated  October  18, 2004 (included as Exhibit 4.3 to the Form 10-KSB
     filed  April  15,  2005,  and  incorporated  herein  by  reference).

4.13 Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
     dated  October  18,  2004 (included as Exhibit 4.4 to the Form 10-KSB filed
     April  15,  2005,  and  incorporated  herein  by  reference).

4.14 Debenture  Agreement between the Company and Dutchess Private Equities Fund
     L.P.,  dated  December 23, 2004 (included as Exhibit 4.5 to the Form 10-KSB
     filed  April  15,  2005,  and  incorporated  herein  by  reference).

4.15 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  LP,  dated January 3, 2005 (included as Exhibit 4.6 to the Form 10-QSB
     filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.16 Warrant  Agreement  between  the Company and Dutchess Private Equities, II,
     LP, dated January 3, 2005 (included as Exhibit 4.7 to the Form 10-QSB filed
     May  16,  2005,  and  incorporated  herein  by  reference).

4.17 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     LP,  dated  March 8, 2005 (included as Exhibit 4.8 to the Form 10-QSB filed
     May  16,  2005,  and  incorporated  herein  by  reference).

4.18 Warrant  Agreement  between  the Company and Dutchess Private Equities, LP,
     dated  March  8, 2005 (included as Exhibit 4.9 to the Form 10-QSB filed May
     16,  2005,  and  incorporated  herein  by  reference).

4.19 Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
     dated March 10, 2005 (included as Exhibit 4.10 to the Form 10-QSB filed May
     16,  2005,  and  incorporated  herein  by  reference).

4.20 Warrant  Agreement  between  the  Company  and eFund Capital Partners, LLC,
     dated March 10, 2005 (included as Exhibit 4.11 to the Form 10-QSB filed May
     16,  2005,  and  incorporated  herein  by  reference).

4.21 Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
     dated March 18, 2005 (included as Exhibit 4.12 to the Form 10-QSB filed May
     16,  2005,  and  incorporated  herein  by  reference).

4.22 Warrant  Agreement  between  the  Company  and eFund Capital Partners, LLC,
     dated March 10, 2005 (included as Exhibit 4.13 to the Form 10-QSB filed May
     16,  2005,  and  incorporated  herein  by  reference).

4.23 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  March  11,  2005 (included as Exhibit 4.14 to the Form 10-QSB
     filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.24 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     dated  April 18, 2005 (included as Exhibit 4.24 to the Form SB-2 filed June
     9,  2005,  and  incorporated  herein  by  reference).

4.25 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     dated  April 18, 2005 (included as Exhibit 4.25 to the Form SB-2 filed June
     9,  2005,  and  incorporated  herein  by  reference).

4.26 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II, dated May 5, 2005 (included as Exhibit 4.26 to the Form SB-2 filed June
     9,  2005,  and  incorporated  herein  by  reference).

4.27 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     II, dated May 5, 2005 (included as Exhibit 4.27 to the Form SB-2 filed June
     9,  2005,  and  incorporated  herein  by  reference).

4.28 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  dated  May  13,  2005 (included as Exhibit 4.28 to the Form SB-2 filed
     June  9,  2005,  and  incorporated  herein  by  reference).

4.29 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     II,  dated  May  13,  2005 (included as Exhibit 4.29 to the Form SB-2 filed
     June  9,  2005,  and  incorporated  herein  by  reference).

4.30 Debenture  Exchange  Agreement  between  the  Company  and Dutchess Private
     Equities Fund, II, dated May 18, 2005 (included as Exhibit 4.30 to the Form
     SB-2  filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.31 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     II,  dated  May  18,  2005 (included as Exhibit 4.31 to the Form SB-2 filed
     June  9,  2005,  and  incorporated  herein  by  reference).

4.32 Debenture  Agreement  between  the  Company and eFund Capital Partners, LLC
     dated,  May  20, 2005 (included as Exhibit 4.32 to the Form SB-2 filed June
     9,  2005,  and  incorporated  herein  by  reference).

4.33 Warrant Agreement between the Company and eFund Capital Partners, dated May
     20, 2005 (included as Exhibit 4.33 to the Form SB-2 filed June 9, 2005, and
     incorporated  herein  by  reference).

4.34 Debenture  Conversion  Amendment  between  the  Company,  Dutchess  Private
     Equities  Fund,  Dutchess  Private  Equities  Fund  II  and  eFund  Capital
     Partners,  dated  May  23,  2005 (included as Exhibit 4.34 to the Form SB-2
     filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.35 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  L.P., dated June 16, 2005 (included as Exhibit 4.36 to the Form 10-QSB
     filed  August  15,  2005,  and  incorporated  herein  by  reference).

4.36 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     II,  LP,  dated  June  16, 2005(included as Exhibit 4.37 to the Form 10-QSB
     filed  August  15,  2005,  and  incorporated  herein  by  reference).

4.37 Registration  Rights  Agreement  between  the  Company  and Preston Capital
     Partners,  LLC, dated August 24, 2005 (included as Exhibit 4.35 to the Form
     SB-2  filed  August  24,  2005,  and  incorporated  herein  by  reference).

4.38 Warrant  Agreement  between the Company and Dutchess Private Equities Fund,
     II,  LP,  dated  July  7,  2005(included as Exhibit 4.38 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.39 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  LP  dated  July  7,  2005 (included as Exhibit 4.39 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.40 Warrant  Agreement  between  the  Company and eFund Capital Partners, dated
     July 7, 2005(included as Exhibit 4.40 to the Form 10-QSB filed November 14,
     2005,  and  incorporated  herein  by  reference).

4.41 Debenture  Agreement  between the Company and eFund Capital Partners, dated
     July  7,  2005  (included as Exhibit 4.41 to the Form 10-QSB filed November
     14,  2005,  and  incorporated  herein  by  reference).

4.42 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  July  21,  2005  (included as Exhibit 4.42 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference  ).

4.43 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  August  5,  2005 (included as Exhibit 4.43 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.44 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  August  19, 2005 (included as Exhibit 4.44 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.45 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P.,  dated September 1, 2005 (included as Exhibit 4.45 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.46 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P.,  dated September 7, 2005 (included as Exhibit 4.46 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.47 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P., dated September 15, 2005 (included as Exhibit 4.47 to the Form 10-QSB
     filed  on  November  14,  2005,  and  incorporated  herein  by  reference).

4.48 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P., dated September 22, 2005 (included as Exhibit 4.48 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.49 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P., dated September 30, 2005 (included as Exhibit 4.49 to the Form 10-QSB
     filed  November  14,  2005,  and  incorporated  herein  by  reference).

4.50 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P.,  dated  October  7, 2005 (included as Exhibit 4.50 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.51 Promissory  Note  between  the  Company and Dutchess Private Equities Fund,
     L.P.,  dated  October 14, 2005 (included as Exhibit 4.51 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.52 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  November 1, 2005 (included as Exhibit 4.52 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.53 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  November 9, 2005 (included as Exhibit 4.53 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.54 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated November 22, 2005 (included as Exhibit 4.54 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.55 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  December 7, 2005 (included as Exhibit 4.55 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

4.56 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  January  3, 2006 (included as Exhibit 4.56 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.57 Promissory Note between the Company and Dutchess Private Equities Fund, II,
     L.P.,  dated  January 27, 2006 (included as Exhibit 4.57 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.58 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  February 1, 2006 (included as Exhibit 4.58 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.59 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  February 3, 2006 (included as Exhibit 4.59 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.60 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  L.P.,  dated  February  10, 2006 (included as Exhibit 4.60 to the form
     10-QSB  filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.61 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  L.P.,  dated  February  14, 2006 (included as Exhibit 4.61 to the form
     10-QSB  filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.62 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  L.P.,  dated  February  24, 2006 (included as Exhibit 4.62 to the form
     10-QSB  filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.63 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     II,  L.P.,  dated  February  28, 2006 (included as Exhibit 4.63 to the form
     10-QSB  filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.64 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated February 28, 2006 (included as Exhibit 4.64 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.65 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  March  2,  2006  (included as Exhibit 4.65 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.66 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  April  3,  2006  (included as Exhibit 4.66 to the form 10-QSB
     filed  June  5,  2006,  and  incorporated  herein  by  reference).

4.67 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  April  26,  2006  (filed  herewith).

4.68 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  May  3,  2006  (filed  herewith).

4.69 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  May  17,  2006  (filed  herewith).

4.70 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  May  24,  2006  (filed  herewith).

4.71 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  June  7,  2006  (filed  herewith).

4.72 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  June  15,  2006  (filed  herewith).

4.73 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  June  22,  2006  (filed  herewith).

4.74 Debenture Agreement between the Company and Dutchess Private Equities Fund,
     L.P.,  dated  June  23,  2006  (filed  herewith).

10.1 Employment  Agreement between the Company and Kevin Ryan, dated October 30,
     2003 (included as Exhibit 10.2 to the Form 10-KSB filed April 14, 2004, and
     incorporated  herein  by  reference).

10.2 Consulting  Agreement  between  the  Company and Calicorp, dated October 1,
     2003 (included as Exhibit 10.3 to the Form 10-KSB filed April 14, 2004, and
     incorporated  herein  by  reference).

10.3 Lease Agreement  between  the  Company and Corning Garden Grove, LLC, dated
     November  5,  2003 (included as Exhibit 10.8 to the Form 10-KSB filed April
     14,  2004,  and  incorporated  herein  by  reference).

10.4 Lease Agreement  between  the Company and Marlborough Square Equities, LLC,
     dated  December  1, 2003 (included as Exhibit 10.9 to the Form 10-KSB filed
     April  14,  2004,  and  incorporated  herein  by  reference).

10.5 Consulting  Agreement  between  the  Company  and  Dutchess Advisors, dated
     October  1,  2003 (included as Exhibit 10.10 to the Form 10-KSB filed April
     14,  2004,  and  incorporated  herein  by  reference).

10.6 Consulting  Agreement between the Company and Lane Longhurst, dated October
     28,  2003  (included  as  Exhibit  10.11 to the Form 10-KSB filed April 14,
     2004,  and  incorporated  herein  by  reference).

10.7 Consulting Agreement between the Company and Gordon McGilton, dated October
     28,  2003  (included  as  Exhibit  10.12 to the Form 10-KSB filed April 14,
     2004,  and  incorporated  herein  by  reference).

10.8 Consulting  Agreement  between  the  Company  and  Douglas  Leighton, dated
     January  15,  2004 (included as Exhibit 10.1 to the Form S-8 filed February
     4,  2004,  and  incorporated  herein  by  reference).

10.9 Consulting  Agreement  between  the  Company  and  Michael  Novielli, dated
     January  15,  2004 (included as Exhibit 10.2 to the Form S-8 filed February
     4,  2004,  and  incorporated  herein  by  reference).

10.10 Consulting  Agreement  between  the  Company  and Theodore J. Smith, dated
     February  6,  2004 (included as Exhibit 10.1 to the Form S-8 filed February
     13,  2004,  and  incorporated  herein  by  reference).

10.11 Consulting  Agreement  between  the  Company  and  Jeffrey  Conrad,  dated
     February  6,  2004 (included as Exhibit 10.2 to the Form S-8 filed February
     13,  2004,  and  incorporated  herein  by  reference).

10.12 Letter  of Agreement between the Company and Roean Industries, Inc., dated
     February  26, 2004 (included as Exhibit 10.1 to the Form S-8 filed February
     27,  2004,  and  incorporated  herein  by  reference).

10.13 Non-Employee  Directors and Consultants Retainer Stock Plan, dated October
     2,  2003 (included as Exhibit 4 to the Form S-8 filed October 17, 2003, and
     incorporated  herein  by  reference).

10.14 Fire rescue  jet  sale  agreement between the Company and Barb Weir, dated
     July  1,  2004 (included as Exhibit 10.20 to the Form 10-QSB filed November
     23,  2004,  and  incorporated  herein  by  reference).

10.15 License  Agreement between the Company and Albert Mardikian, dated June 2,
     2004  (included  as Exhibit 10.23 to the Form 10-QSB filed August 25, 2004,
     and  incorporated  herein  by  reference).

10.16 Sales  Agreement  between  the  Company  and Barb Weir, dated July 1, 2004
     (included  as Exhibit 10.20 to the Form 10-QSB filed November 23, 2004, and
     incorporated  herein  by  reference).

10.17 Consulting Agreement between the Company and TGR Group, LLC, dated January
     27,  2004  (included as Exhibit 10.22 to the Form 10-QSB filed November 23,
     2004,  and  incorporated  herein  by  reference).

10.18 Sales  Agreement  between  the Company and Jackson County Fire Department,
     dated  July  7,  2004  (included  as Exhibit 10.23 to the Form 10-QSB filed
     November  23,  2004,  and  incorporated  herein  by  reference).

10.19 Marketing  and  Distribution  Agreement  between  the  Company  and Marine
     Holdings,  Inc.,  dated  March 1, 2005 (included as Exhibit 10.1 to the 8-K
     filed  March  4,  2005,  and  incorporated  herein  by  reference).

10.20 Business  Services  Agreement  between  the Company and Dutchess Advisors,
     LLC,  dated  March  1,  2005  (included as Exhibit 10.26 to the Form 10-QSB
     filed  May  16,  2005,  and  incorporated  herein  by  reference).

10.21 Investment  Agreement  between  the  Company and Preston Capital Partners,
     dated  August  24,  2005  (included as Exhibit 10.21 to the Form SB-2 filed
     August  24,  2005,  and  incorporated  herein  by  reference).

10.22 Placement  Agent  Agreement between the Company, Preston Capital Partners,
     and  U.S. Euro Securities, dated August 24, 2005 (included as Exhibit 10.22
     to  the  Form  SB-2  filed  August  24,  2005,  and  incorporated herein by
     reference).

10.23 Employment  Agreement  between  the Company and Laurie Phillips, dated May
     16,  2005 (included as Exhibit 10.1 to the Form 8-K filed June 8, 2005, and
     incorporated  herein  by  reference).

10.24 Corporate  Consulting  Agreement between the Company and Dutchess Advisors
     LLC,  dated  November 1, 2005 (included as Exhibit 10.24 to the Form 10-KSB
     filed  April  14,  2006,  and  incorporated  herein  by  reference).

10.25 Receivable  Factoring  Agreement  between the Company and Dutchess Private
     Equities  Fund,  II,  LP,  dated  May  17,  2006  (filed  herewith).

14.1 Corporate  Code of Conduct and Ethics (included as Exhibit 14.1 to the Form
     10-KSB  filed  April  14,  2004,  and  incorporated  herein  by reference).

21.1 List of  Subsidiaries  (included  as  Exhibit 21.1 to the Form 10-KSB filed
     April  14,  2004,  and  incorporated  herein  by  reference).

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

31.2 Certification  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.

                                      -26-
<PAGE>

                                   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/  Laurie  A.  Phillips
-----------------------                                        August  14,  2006
Laurie  A.  Phillips
Chief  Executive  Officer


/s/  Laurie  A.  Phillips
-----------------------                                        August  14,  2006
Laurie  A.  Phillips
Chief  Financial  Officer,  Principal  Accounting  Officer

                                      -27-
<PAGE>