UNITED STATES

                 SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.
OR
[ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO
_____.


             COMMISSION FILE NUMBER: 333-30914

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

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

8100 West Sahara, Suite 200
Las Vegas, Nevada                                   89117
------------------------                        -------------
(Address of principal executive offices)          (Zip Code)

                        XTREME WEBWORKS
-------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report.)

Indicate by check mark whether the registrant: 1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for 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 [ ]

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

At March 31, 2002, there were 3,920,318 shares issued and outstanding
of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):
YES [ ]   NO [X]




<PAGE>

              XTREME COMPANIES, INC.

                 FORM 10-QSB

TABLE OF CONTENTS


Contents                                             Page
----------------------------------------------------------

PART I - FINANCIAL INFORMATION ........................1

Item 1. Financial Statements ..........................1

 Independent Accountant's Report ......................2

Financial Statements

  Balance Sheets ......................................3

  Statements of Operations ............................4

  Statements of Stockholders' Equity ..................5

  Statements of Cash Flows ............................6

  Notes to Financial Statements .......................7-10

Item 2. Management's Discussion and Analysis ..........11-14

PART II - OTHER INFORMATION ...........................15

Item 6.  Exhibits and Reports on Form 8-K .............15

SIGNATURES ............................................16



















<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.



                          XTREME WEBWORKS

                         FINANCIAL REPORT


                          MARCH 31, 2002
                         DECEMBER 31, 2001
                         DECEMBER 31, 2000
                            (Unaudited)


Contents

                                             Page(s)
                                             -------
Independent Accountant's Report ................1

Financial Statements

  Balance Sheets ...............................2

  Statements of Operations .....................3

  Statements of Stockholders' Equity ...........4

  Statements of Cash Flows .....................5-6

  Notes to Financial Statements ................7-11




















<PAGE>

Independent Accountant's Report
-------------------------------


To the Board of Directors
Xtreme Webworks
Las Vegas, Nevada


I have reviewed the accompanying balance sheet of Xtreme Webworks as of
March 31, 2002 and the related statements of operations, stockholders'
equity, and cash flows for the three-month period then ended. These
financial statements are the responsibility of the Company's
management.

I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. 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 generally
accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be
in conformity with generally accepted accounting principles.


/s/ KYLE L. TINGLE
------------------
KYLE L. TINGLE, CPA, LLC

May 12, 2002
Henderson, Nevada


















<PAGE>


XTREME WEBWORKS

BALANCE SHEETS
<TABLE>
<CAPTION>
                                 March 31,  December 31,  December 31,
                                    2002        2001          2000
                                  ----------  -----------  -----------
                                  (unaudited)
<S>                                   <C>          <C>          <C>
           ASSETS
CURRENT ASSETS
  Cash                             $   6,727     $ 14,996     $  5,484
  Accounts receivable,
  net of allowances for
  doubtful accounts of
  $0,$0 and $20,000
  (Note 3)                             2,900        4,877        4,325
  Officer receivable
  (Note 1)                            74,753       73,106      115,338
  Notes receivable
  (Note 1)                            27,207       31,979       21,226
  Prepaid assets                           0            0            0
                                    ---------    --------     --------
   Total current assets             $ 111,587   $ 124,958    $ 146,373
Property and
Equipment, Net                      $  12,305   $  13,954    $  17,368
Non-marketable Securities           $  23,202   $  23,202    $  49,100
                                   -----------  ---------    ---------
   Total assets                     $ 147,094   $ 162,114    $ 222,941
                                    ==========  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable (Note 1)            $ 120,661   $ 110,586    $  60,100
  Accounts payable                    283,526     235,897       26,660
  Unearned revenues (Note 1)           56,458      66,157       45,733
  Accrued liabilities                  88,869      68,505        9,046
                                    ---------    --------     --------
Total current liabilities           $ 549,514   $ 481,145    $ 141,539

STOCKHOLDERS' EQUITY (NOTE 2)
  Common stock: $.001 par value;
  authorized 50,000,000 shares;
  issued and outstanding
  3,790,066 shares
  at December 31, 2000;                                      $    3,790
  3,950,318 shares at
  December 31, 2001                             $   3,950
  3,950,318 shares at
  March 31, 2002                     $   3,950
  Additional Paid
  In Capital                         1,219,944   1,219,944   1,079,086
  Accumulated deficit               (1,626,314) (1,542,925) (1,001,474)
                                    -----------  ----------  ----------
Total stockholders'
equity                             $  (402,420) $ (319,031)  $   81,402
                                  ----------   -----------  -----------
  Total liabilities
  and stockholders'
  equity                           $   147,094 $   162,114   $  222,941
                                    ========== ===========   ==========

</TABLE>

See Accompanying Notes to Financial Statements.

-2-
<PAGE>

XTREME WEBWORKS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                             For the three             For the years
                                months ended              ended
                                 March 31,             December 31,
                            2002           2001      2001        2000
                          ---------------------    -------------------
                          (unaudited)
<S>                           <C>         <C>        <C>         <C>
Revenues (Note 1)        $  88,161    $ 126,968   $ 660,327  $ 336,744
Cost of Revenues            65,155       85,939     418,210    228,421
                         ---------    ---------   ---------  ---------
Gross profit(loss)       $  23,006    $  41,029   $ 242,117  $ 108,323

Operating, general
and administrative
expenses
  Payroll and
  related expenses       $  23,401    $  67,638   $ 260,618  $ 210,130
  Director
  compensation                   0            0           0    280,000
  Consulting                35,500            0     235,005    228,855
  Other operating
  expenses                  45,594       51,288     233,829    209,413
  Depreciation               1,649        1,572       6,596      2,946
                         ---------    ---------     -------   --------
  Operating, general
  and administrative
  expenses              $  106,144    $ 120,498   $ 736,048  $ 931,344
                        ----------    ---------   ---------   ---------
  Operating (loss)      $  (83,138)   $ (79,469)  $(493,931) $(823,021)

Non-operating income
(expense)
  Interest income       $    2,247    $   2,859   $  12,005  $  10,947
  (Loss) on non-
  marketable
  securities                     0            0     (40,898)   (23,230)
  Interest expense          (2,498)      (1,384)    (18,627)      (417)
                         ----------    ----------   --------   --------
  Net (loss) before
  income taxes          $  (83,389)   $ (77,994)  $(541,451) $(835,721)
Federal and state
income taxes            $        0    $       0   $       0  $       0
                        -----------   ----------  ---------- ----------
  Net (loss)            $  (83,389)   $ (77,994)  $(541,451) $(835,721)
                        ===========   ==========  ==========  =========
  Net (loss)
  per share             $    (0.02)   $   (0.02)  $   (0.14) $   (0.37)
                        ===========   ==========  ========== ==========
  Average Number
  of Shares of
  Common Stock
  Outstanding            3,950,318    3,796,366   3,840,158  2,255,476
                         =========    =========   =========  =========

</TABLE>


See Accompanying Notes to Financial Statements.

-3-
<PAGE>

XTREME WEBWORKS

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                              Common Stock and Capital
                              In Excess of Par Value
                              -------------------------   Accumulated
                                 Shares        Amount       (Deficit)
                              ---------------------------------------
<S>                             <C>            <C>             <C>
Balance at
December 31, 1999            1,170,526    $   334,435     $  (165,753)
January 1, 2000,
issued from
subscribed                     108,500    $    31,000
January 1, 2000,
issued for services             62,125    $    17,750
May 8, 2000,
issued for cash                184,800    $    52,800
May 8, 2000,
issued for service             103,156    $    29,473
August / September,
issued for cash                425,600    $   121,600
September 6, 2000,
issued for services          1,947,610    $   556,460
November 17, 2000,
Rescission of stock           (212,251)   $  (60,642)
Net (loss),
December 31, 2000                                          (835,721)
                             ----------   -----------      ---------
Balance at
December 31, 2000            3,790,066   $ 1,082,876    $(1,001,474)
January 9, 2001,
issued for stock                 7,000         7,000
Sale of stock from
Rule 506 Private
Placement                       25,000        50,000
Issue stock for
conversion of loan              50,000        52,871
Issued common stock
for cash                        41,000        20,504
Reinstate common stock          37,251        10,643
Net (loss),
December 31, 2001                                          (541,451)
Balance,                      ----------  ------------   -----------
December 31, 2001            3,950,318    $ 1,223,894   $(1,542,925)
Net (loss) March 31, 2002                                   (83,389)
                             ---------    -----------   ------------
Balance, March 31, 2002      3,950,318    $ 1,223,894   $(1,626,314)
                             =========    ===========   ============
</TABLE>

See Accompanying Notes to Financial Statements.

-4-

<PAGE>
XTREME WEBWORKS

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                             For the three           For the years
                             Months  ended               ended
                                March 31,               December 31,
                            2002         2001       2001         2000
                           --------------------       -----------------
                           (unaudited)
<S>                        <C>          <C>          <C>         <C>
Cash Flows from Operating
Activities Reconciliation
of net loss to net cash
provided by (used in)
operating activities

Net loss              $ (83,389)   $ (77,994)  $ (541,451)   $(835,721)
Adjustments to
reconcile net
(loss) to cash
  (used in)
  operating
  activities:
   Depreciation           1,649        1,572        6,596       2,946
   Allowance for
   doubtful accounts          0            0      (20,000)     20,000
   Loss on write-off
   of non-marketable
   securities                 0            0            0      23,230
   Reduction in fair
   value of non-
   marketable securities      0            0       40,898           0
   Stock issued as
   compensation               0        7,000       17,643     543,041
   Change in assets and
   liabilities
   (Increase) decrease
   in accounts
   receivable             1,977       (21,506)     19,448     (24,325)
   (Increase) decrease
   in officers and
   notes receivable      (1,647)       (2,851)     42,232     (10,899)
   (Increase) in
   prepaid assets             0             0           0           0
   Increase in
   accounts payable      47,629        20,063     209,237      26,660
   Increase in
   accrued liabilities   10,655        45,952      79,883      54,779
                        --------      --------    -------    ---------
   Net cash
   (used in)operating
   activities         $ (23,116)    $ (27,764) $ (145,514) $ (200,289)

Cash Flows from Investing Activities
   Net borrowings
   (payments to)
   related parties    $  14,847     $  34,659  $  87,704   $   47,301
   Purchase of
   equipment                  0             0     (3,182)     (17,606)
                       ---------    ---------  ----------    ---------
   Net cash provided
   by investing
   activities         $  14,847     $  34,659  $  84,522   $   29,695

Cash Flows from Financing Activities
   Issuance of
   common stock       $       0     $       0  $  70,504   $  174,400
   Proceeds from
   subscriptions
   in advance                 0             0          0            0
                       --------     ---------   --------   -----------
Net cash provided
by financing
activities            $       0     $       0  $  70,504   $  174,400

Net increase in cash  $  (8,269)    $   6,895  $   9,512   $    3,806
Cash and cash
Equivalents at
beginning of period   $  14,996     $   5,484  $   5,484   $    1,678
                      ---------     ---------  ---------   -----------
Cash and cash
equivalents
at end of period      $   6,727     $  12,379  $  14,996   $    5,484
                      =========     =========  ==========  ===========


</TABLE>


See Accompanying Notes to Financial Statements

-5-

<PAGE>
XTREME WEBWORKS

STATEMENTS OF CASH FLOWS

For the years ended December 31,


<TABLE>
<CAPTION>
                           For the three months      For the years
                                ended                   ended
                               March 31,              December 31,
                           2002         2001         2001      2000
                           --------------------      ---------------
<S>                            <C>        <C>          <C>       <C>
Supplemental Schedule
of Non-cash Investing
and Financing Activities

  Issuance of common
  stock for services,
  net 2001 7,000 shares
  2000 1,900,640 shares    $     0    $  7,000    $  7,000   $ 543,041
  Issuance of common
  stock in settlement
  of note payable to
  shareholders of the
  company, 2001 50,000
  shares                   $     0    $      0    $ 52,871   $       0
  Reinstatement of
  common stock cancelled
  in prior year 2001
  37,251 shares            $     0    $      0    $ 10,643   $       0
  Conversion of note
  receivable from
  related party for
  common stock in
  related party            $     0    $      0    $ 15,000   $       0

</TABLE>

See Accompanying Notes to Financial Statements.
-6-
<PAGE>
XTREME WEBWORKS

NOTES TO FINANCIAL STATEMENTS

March 31, 2002, December 31, 2001 and 2000

Note 1.  Nature of Business and Significant Accounting Policies

Nature of business
------------------
Xtreme Webworks ("Company") was organized August 14, 1994 under the
laws of the State of Nevada, under the name Shogun Advertising, Inc.
The Company offers services to Internet companies, assisting in higher
recognition placement with search engines. It also designs and hosts
Internet web-sites, and designs and publishes online and printed
newsletters. On May 10, 1998, the Company changed it name to Xtreme
Webworks.

A summary of the Company's significant accounting policies is as
follows:
----------------------------------------------------------------

Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

Cash
----
For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of March 31, 2002, December 31, 2001
and 2000.

Income taxes
------------
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets
and liabilities and their tax basis. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.

Due to the inherent uncertainty in forecasts of future events and
operating results, the Company has provided for a valuation allowance
in an amount equal to gross deferred tax assets resulting in no net
deferred tax assets at March 31, 2002, December 31, 2001, and 2000.

Property and Equipment
----------------------
Property and Equipment is stated at cost. Depreciation is recorded
using the straight-line method over the following useful life of the
assets:

    Furniture and equipment               7 years
    Computer equipment and peripherals    3 years
-7-
<PAGE>

XTREME WEBWORKS

NOTES TO FINANCIAL STATEMENTS

March 31, 2002, December 31, 2001 and 2000

Note 1.  Nature of Business and Significant Accounting Policies
(continued)

Officer and Notes Receivable
----------------------------
Officer receivables represent advances to directors or officers of the
Company. Compensation to the officers is expensed as services are
performed. The receivables bear an interest rate of 10% per annum.

Notes receivable represents the net loans to companies controlled or
owned by directors or officers of the Company. The notes are unsecured
and due on demand by the Company. The notes bear an interest rate of
10% per annum.

Non-Marketable Securities
-------------------------
The Company holds stock interest in non-marketable securities,
primarily in non-public companies controlled or owned by directors or
officers of the Company accounted for by the cost method. The method of
accounting is evaluated on a periodic basis for appropriateness based
on the existing conditions and the Company's ability to exercises
control. The Company determined a fair value on the investments in the
related parties based on the assets and liabilities of the investments.
The valuation of the investments was reduced for a more than temporary
reduction in value. The Company has no investments that are accounted
for by the equity method.

Revenue Recognition
-------------------
The Company's main business is assisting Internet sites improve their
placement on search engines. These contracts range from one to six
months in duration. Revenues are recorded as services are provided.
Unearned revenues are recorded as a liability for the portion of the
contract outstanding at the end of the period. The Company also hosts
web sites or places advertising on the Internet for clients. These
services require the payment of monthly or quarterly fees by the
customers. Revenues are recognized on a monthly basis, as the fees
become due or non-refundable to the client. Revenue for web site design
and newsletter publishing are recognized as services are performed and
accepted by the client and collection of the resulting receivable is
reasonably assured.

Software Development Costs
--------------------------
Development of customized web-sites is primarily marketed for use by
clients. The Company expenses these costs as costs of revenues in the
period incurred in accordance with Statement of Financial Accounting
Standard (SFAS) No. 86, "Accounting for the Costs of Computer Software
to be Sold, Leased, or Otherwise Marketed."

-8-
<PAGE>

XTREME WEBWORKS

NOTES TO FINANCIAL STATEMENTS

March 31, 2002, December 31, 2001 and 2000

Note 1.  Nature of Business and Significant Accounting Policies
(continued)

In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1").
SOP 98-1 provides guidance on accounting for the costs of computer
software developed or obtained for internal use. This pronouncement
identifies the characteristics of internal use software and provides
guidance on new cost recognition principles. The Company developed or
purchased software Internet tools. Purchased software was modified and
implemented with a minimal "application development stage." These costs
were expensed as incurred. Other Internet tools were developed while
the Company pursued other lines of business. The development time
between the "preliminary project stage," (strategic decision making,
allocating resources, etc.), and implementation was not tracked but
management regarded the time as minimal, less than $1,000 in salary
paid. The Company expensed these costs as incurred, as they were
indeterminable and deemed immaterial.

Reclassifications
-----------------
Certain amounts in the 2001 and 2000 financial statements have been
reclassified to be consistent with the presentation used in 2002.

Note 2.  Notes Payable

The Company has unsecured notes payable to shareholders of the Company
and a company controlled or owned by directors or officers of the
Company.

<TABLE>
<CAPTION>
<S>                                <C>         <C>          <C>
                                 March 31,    Dec. 31,     Dec. 31,
                                   2002        2001          2000
                                 --------     --------     --------
Note payable, unsecured, 18%
interest, due on demand, to a
shareholder of the Company,
converted to common stock
September 28, 2001               $      0    $       0     $  50,000

Note payable, unsecured, 8%
interest, due on demand,
to a shareholder of the
Company                            36,061       36,061             0

Note payable, unsecured, 8%
interest, due on demand,
to a shareholder of the
Company                            42,425       42,425             0

Notes payable, unsecured, 10%
interest, due on demand to a
company controlled or owned by
directors or officers of the
Company                            42,175       32,100        10,100
                                ---------    ---------     ---------

Total notes payable, secured
and unsecured                   $ 120,661    $ 110,586     $  60,100
                                =========    =========     =========
</TABLE>

Accrued interest on related party notes payable, included in accrued
expenses as of March 31, 2002, December 31, 2001 and 2000 was $13,750,
$11,253 and $417, respectively.

Note 3.  Stockholders' Equity

Common stock
------------
The authorized common stock of the Company consists of 50,000,000
shares with par value of $0.001. The company had stock issued and
outstanding on March 31, 2002, December 31, 2001, and December 31,
2000, of 3,950,318, 3,950,318 and 3,790,067 shares, respectively. The
Company has not authorized any preferred stock.

-9-
<PAGE>

XTREME WEBWORKS

Notes to financial statements

March 31, 2002, December 31, 2001 and 2000

Note 3.  Stockholders' Equity (continued)

Net loss per common share
-------------------------
Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share." The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number
of shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.

Basic net loss per common share is based on the weighted average number
of shares of common stock outstanding. Weighted average number of
shares outstanding for the three months ended March 31, 2002 and 2001
were 3,950,318 and 3,796,366, respectively, and for the years ended
December 31, 2001 and 2000 were 3,840,158 and 2,255,476, respectively.
As of March 31, 2002, December 31, 2001 and 2000, the Company had no
dilutive potential common shares.

The Company cancelled shares of a former employee in November 2000 for
failure to perform services. In 2001, these shares were reinstated by
court order.

Private Placement Memorandum
----------------------------

In April 2001, the Company began sales under a Private Placement
Memorandum (PPM) dated January 15, 2001. The PPM proposes to raise
$1,000,000 through sales of 500,000 shares of stock. The offering is
pursuant to Rule 506 of Regulation D of the Securities and Exchange Act
of 1933. Through May 12, 2002, the Company has sold 25,000 shares of
stock for $50,000.

NASD Listing
------------

The Company filed disclosure and information statements pursuant to
NASD Manual Rule 6740 and Rule 15c2-11 of the Securities and Exchange
Act of 1934 with the National Association of Security Dealers.
Effective May 14, 2001, the Company was granted the symbol XWEB for
quotation on the Over-the-Counter Bulletin Board (OTCBB).

Note 4.  Related Party Transactions

Pursuant to the Consulting Agreement ("Agreement"), dated June 1, 1999,
with Shogun Investment Group, Ltd. ("Shogun"), the Company incurred
expenses with regard to the Private Placement Memorandum and other work
performed by Shogun under the terms of the Agreement. Shogun and its
officers constructively own 26.4% of the Company. Expenses pursuant to
the Agreement were $32,500 and $0 for the three months ended March 31,
2002 and 2001, respectively, and $205,080 and $200,00 for the years
ended December 31, 2001 and 2000, respectively. The consulting fee for
2000 was converted to stock in September 2000. Included in accounts
payable for the consulting fees are $237,580, $205,080 and $0 as of
March 31, 2002, December 31, 2001 and 2000, respectively.

The Company rents office space from Shogun under a lease agreement
dated January 1, 2000. Rent expense to Shogun was $5,577 and $4,945 for
the three months ended March 31, 2002 and 2001, respectively and
$19,781 for the years ended December 31, 2001 and 2000, respectively.
Effective January 1, 2002, the Company signed a new lease agreement.
The lease is for two years with a monthly rent of $1,859 during the
first year and $1,970 the second year. Lease obligations for the
Company for the years ended December 31, 2002 and 2003 are $22,308 and
$23,640, respectively.

-10-
<PAGE>

XTREME WEBWORKS

NOTES TO FINANCIAL STATEMENTS

March 31, 2002, December 31, 2001 and 2000

Note 5.  Subsequent Event

On April 26, 2002, the Company executed an Acquisition Agreement
("Agreement") with Waste Renewal Systems, Inc. ("Waste"), a Nevada
corporation. Under the terms of the Agreement, the Company will
exchange 5,000,000 shares of restricted 144 common stock for 5,000,000
shares of Waste, representing all of the issued and outstanding shares
of Waste.

Note 6.  Going Concern

The Company's financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company
does not have significant cash or other material assets, nor does it
have operations or a source of revenue sufficient to cover its
operation costs and allow it to continue as a going concern. It is the
intent of the Company to seek additional investment through stock sales
or a private placement to expand operations. Until that time, the
stockholders, officers, and directors have committed to advancing the
operating costs of the company.

-11-
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

GENERAL OVERVIEW
----------------
Xtreme Webworks (the "Company") is a growing Internet business
promotion company, providing web-site and web page promotion for its
clients.

The Promotion Program

Xtreme Webworks has developed proprietary software, and uses various
commercial software, to stimulate Internet traffic to its clients' web-
sites.

Xtreme Webworks provides web-site promotion for its clients by
providing the following services:

o Creates 280 HTML attraction pages for each client's web-site.
o Selects 20 keywords and supplies an attraction page for each keyword
for each major Internet search engine. (An attraction page is the
individual page that attracts a search engine to one keyword.)
o Supplies an "Enter" button on each attraction page.
o Submits doorway pages to 14 major Internet search engines on a daily
basis.
o Submits each client's "site" to 1,000+ other minor Internet search
engines on a weekly basis.
o Manually submits to live directories: Yahoo, NBCI, and DMOZ.
o Arranges,  updates and maintains hyperlinks to each client's web-site
from 1000+ link  locations  around the world.
o Posts each client's link to and from "Our Friends Page" (Link
Exchange Program).
o Posts a block ad on hundreds of  advertising sites on the Internet.
o Changes  and updates each client's attraction pages regularly.
o Optional  service: Submits to foreign Internet search engines at the
client's request.

Platinum Package:
-----------------
o Xtreme Webworks creates a Domain Name that is related to your site
and/or products.
o This URL will be placed on Xtreme Webworks' server where the dynamic
pages are being created to serve the purpose of delivering these pages
to the search engines.
o All traffic that is generated from this URL will be re-directed to
your Domain instantaneously and is not viewed by the searcher.
o Each URL is based on 10 keywords/phrases that are viewable in 10
options.
o 10 templates x 10 keywords/phrases x 14 major search engines
= 1,400 dynamically generated pages.
o The dynamic pages are attractive to the search engines because these
pages are constantly re-created  with fresh content with each visit
from the search engine.
o In  addition, we will generate 280 Static Attraction Pages based on
20 keywords/phrases,  which are on your server.
o We submit all of the static pages daily to the 14+ major  search
engines  and  daily to  200-900+  minor  search engines.
o The  submission  of these pages to the link sites on a daily  basis,
increasing the stature of your site.
o Manual submissions to directories like NBCi, Yahoo, Dmoz are
performed and/or updated for your domain.
o To increase exposure for your product or services, we will post a
classified advertisement to numerous sites.
o The success of your campaign will be monitored closely and posted on
the Web.

Gold Package:
-------------
o Xtreme Webworks will create 280 Customized Attraction Pages based on
20 keywords/phrases, which are on your server.
o We submit all of the pages daily to the 14+ major search engines and
daily to 200- 900+ minor search engines.
o Xtreme will submit your site and the attraction pages daily to link
sites to increase the stature of your site
o Manual submissions to directories like NBCi, Yahoo, Dmoz are
performed and/or updated for your Domain.
o To increase exposure for your product or services, we will post a
classified advertisement to numerous sites.
o The success of your campaign will be monitored closely and posted on
the Web.

<PAGE>

During the first quarter of 2001, Xtreme Webworks introduced a new
series of promotion product in-order to better serve its clients'
needs. These new products include:

International services:

Gold Package International (English Pages):
-------------------------------------------
o Xtreme Webworks will create 280 Customized Attraction Pages, which
reside on our server.
o The submission of these attraction pages is performed on a daily
basis to the 200+ foreign search engines.
o Xtreme will submit your site daily to link sites all over the world
in the language that you choose.
o A translated text with information about your product or service will
be posted to foreign classified ads.
o The success of your campaign will be monitored constantly and posted
on the Web.

Gold Package International:
---------------------------
o Xtreme Webworks will create 280 Customized Attraction Pages in
foreign languages to include German, Spanish, French or Italian.
o The submission of these attraction pages is performed on a daily base
to 200+ foreign engines.

Single Product Line:
--------------------
o Creation of 280 Attraction Pages
o Creation of 140 Attraction Pages
o Submit Attraction Pages to 14+ major search engines
o Submit Domain daily to 14+ major search engines w/ Meta Tag
Optimization
o Submit Domain daily to 200-900 + minor search engines
o Submit Domain to 8000+ link sites
o Manual submission to open directories (Yahoo, NBCI, Dmoz)
o Post classified ads.

<PAGE>

RESULTS OF OPERATIONS
---------------------
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH
31, 2001.

REVENUES. For the three months ended March 31, 2002, revenues were
approximately $88,161 a decrease of approximately $38,800 or 31%,
versus revenues of approximately $127,000 for the three months ended
March 31, 2001. The decrease in revenues for the 2002 period was due
primarily to: 1) the lasting effects of the tragic events of September
11, 2001, 2) other suppliers that provide services to Xtreme were also
effected by these events and were not able to perform as usual, causing
Xtreme to temporarily cut back their own services until the quality of
supplier services improve again.

COST OF REVENUES. Cost of revenues for the three months ended March 31,
2002 decreased by approximately $20,800, or 44% from the three months
ended March 31, 2001 due primarily to decrease in revenues.

GROSS PROFITS. Gross profits for the three months ended March 31, 2002
equaled approximately $23,000 versus approximately $41,000 for the
three months ended March 31, 2001. This was due primarily to the
decrease in revenues.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses decreased to approximately $106,100, a decrease
of $14,400 or 12% for the three months ended March 31, 2002 as compared
to approximately $120,500 for the three months ended March 31, 2001.
This decrease in operating expenses for the three months ended March
31, 2002 were primarily due to: 1) work force reduction, and 2) the
related payroll taxes and expenses of the same work force reduction.

NET PROFIT (LOSS). Net loss for the three months ended March 31, 2002
increased by approximately $5,400 from the comparable period in the
prior year as a result of decreased revenues in the first quarter of
2002, due primarily to the tragic events of September 11, 2001.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
OVERVIEW. The Company had a positive cash flow from operating
activities for the three months ended March 31, 2002 of approximately
$6,727 compared to $12,379 for the three months ended March 31, 2001.
During the first quarter of 2002, increases in accounts payable and
accrued liabilities were offset by decreases in account receivables.

Management believes that the Company will be able to meet its current
and a future obligation primarily with internal revenues generated from
sales of the Company's various services and products. Sales should
begin to increase significantly during the year of 2002. In addition,
the Company may raise additional capital through the sale of stocks on
the Over-the-Counter-Bulletin-Board, and/or other sources of external
liquidity, such as procurements of loans from related parties in order
to continue expansion.

The Company has no material commitments for capital expenditures other
than expenditures it chooses to make on an as-needed basis.

ASSETS AND LIABILITIES. As of March 31, 2002, the Company had assets of
approximately $147,000, compared to approximately 250,000 as of March
31, 2001. This was due primarily to a decrease of approximately $5,600
in cash accounts, a decrease of approximately $39,000 in account
receivables and a decrease in officer receivables. The Company's
current liabilities increased from approximately $481,000 as of March
31, 2001 to approximately $550,000 as of March 31, 2002. This was due
primarily to an increase in notes payable and accounts payable and
accrued liabilities, due to the decrease in revenues and an increase in
borrowed funds caused by the events of September 11, 2001.

STATEMENT ON FORWARD-LOOKING INFORMATION
----------------------------------------
Certain information included herein contains statements that may be
considered forward-looking, such as statements relating to anticipated
performance and financing sources. Any forward-looking statement made
by the Company necessarily is based upon a number of estimates and
assumptions that, while considered reasonable by the Company, is
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the control
of the Company, and are subject to change. Actual results of the
Company's operations may vary materially from any forward-looking
statement made by or on behalf of the Company. Forward-looking
statements should not be regarded as a representation by the Company or
any other person that the forward-looking statements will be achieved.
Undue reliance should not be placed on any forward-looking statements.
Some of the contingencies and uncertainties to which any forward-
looking statement contained herein is subject include, but are not
limited to, those relating to dependence on existing management,
Internet regulation, leverage and debt service, domestic or global
economic conditions and changes in federal or state tax laws or the
administration of such laws.

<PAGE>

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

Exhibit
No. Description
--- -----------------------------------------

3.1 Articles of Incorporation
    of Xtreme Companies, Inc.
    fka Xtreme Webworks
    fka Shogun Advertising, Inc.
    (Incorporated by reference from Exhibit 3.1
    of Form 10SB12G/A filed November 7, 2000).

3.2 Bylaws
    of Xtreme Companies, Inc.
    fka Xtreme Webworks
    fka Shogun Advertising, Inc.
    (Incorporated by reference from Exhibit 3.2
    of Form 10SB12G/A filed November 7, 2000).

    Material Contracts

10.1 New Service Agreement
    (Incorporated by reference from Exhibit 10.1
    of Form 10KSB filed April 3, 2001).

10.2 Lease Agreement (with attached exhibits).
     (Incorporated by reference from Exhibit 10.2
     of Form 10KSB filed March 31, 2002).

(b) Reports on Form 8-K

The Company filed two reports on Form 8-K during the first quarter of
2002.

8-K Report filed January 2, 2002
--------------------------------
Xtreme Webworks has been ordered by the District Court of Clark County,
Nevada to authorize its transfer agent to transfer its common stock to
Richard Splain (98,525 shares of common restricted stock) Matthew
Marlon (37,251 shares of common restricted stock) and Michael Pitzel
(7,000 shares of common restricted stock). Due to pending litigation
involving breaches of employment and covenants addressing the non-
disclosure agreements, the named Defendants can only sell their shares
of stock as follows: Richard Splain pursuant to, and subject to the
limitations contained in Rule 144 promulgated by the U.S. Securities
and Exchange Commission under the Federal Securities Act of 1933, as
amended; Matthew Marlon and Richard Splain may sell one third (1/3) of
his total number of issued shares every three months and Michael Pitzel
may sell his total number of issued shares. Pending the outcome of the
litigation some stock may be returned to the treasury of Xtreme, or
Xtreme may receive compensatory damages based on current values of
stock. At this time the company is unable to speculate to the amount of
damages it may recover.

8-K Report filed February 13, 2002
----------------------------------
Xtreme Webworks has retained the Law Firm of Gordon & Silver, Las
Vegas, Nevada to represent its interest in the pending litigation
against former employees and defendants, Matthew Marlon and Richard
Splain. Xtreme Webworks authorized its legal counsel, Gordon & Silver
to amend the Complaint filed in the District Court of Clark County to
include a claim against Software Development and Investment of Nevada
d/b/a Traffic Power.Com. The pending litigation involves breaches of
covenants addressing the non-solicitation provisions of employees of
Xtreme Webworks. Xtreme Webworks has demanded a cease and desist of all
attempts to contact clients of Xtreme Webworks as well as of attempts
to solicit employees away from Xtreme Webworks, which have resulted in
interference with contractual relationships between Xtreme Webworks and
its clients and employees.
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

XTREME COMPANIES, INC.
---------------
(Name of Registrant)

Date:  May 15, 2002                        By:  /s/ Shaun Hadley
                                              --------------------
                                                    SHAUN HADLEY
                                                    PRESIDENT

Date:  May 15, 2002                        By:  /s/ Paul Hadley
                                              --------------------
                                                    PAUL HADLEY
                                                    SECRETARY
<PAGE>