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 JUNE 30, 2001.

                           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 WEBWORKS
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

                                      N/A
         ----------------------------------------------------------------
         (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 June 30, 2001, there were 3,822,066 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 WEBWORKS

                                   FORM 10-QSB

                                TABLE OF CONTENTS


Contents                                                        Page(s)
-----------------------------------------------------------------------

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 ..................  11-15

PART II - OTHER INFORMATION ....................................  16

Item 6.  Exhibits and Reports on Form 8-K ......................  16

SIGNATURES .....................................................  17

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                                 XTREME WEBWORKS

                                FINANCIAL REPORT


                                  JUNE 30, 2001
                                   (Reviewed)
                                DECEMBER 31, 2000



                                    Contents




                                                              Page(s)
                                                              -------
 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



                                      -1-
<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
June 30, 2001 and the related statements of operations, stockholders' equity,
and cash flows for the three month and six month periods 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.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered recurring losses from operations
and has net cash flow deficiency. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ KYLE L. TINGLE
    --------------
    KYLE L. TINGLE
    CERTIFIED PUBLIC ACCOUNTANT
    July 30, 2001

    Henderson, Nevada


                                      -2-
<PAGE>


                                 XTREME WEBWORKS
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             June 30,          December 31,
                                                                                                 2001                  2000
                                                                                    -----------------     -----------------
                                                                                        (unaudited)
          <S>                                                                       <C>                   <C>

                                                                     ASSETS

          CURRENT ASSETS
               Cash                                                                 $          12,528     $           5,484
               Accounts receivable, net of allowances for
                 doubtful accounts of $20,000, $20,000 (Note 4)                                45,510                 4,325
               Officer receivable (Note 1)                                                    116,591               115,338
               Notes receivable  (Note 1)                                                      43,312                31,326
               Prepaid assets                                                                       0                     0
                                                                                    -----------------     -----------------
                      Total current assets                                          $         217,941     $         156,473

          PROPERTY AND EQUIPMENT, NET                                               $          14,223     $          17,368
          NON-MARKETABLE SECURITIES                                                 $          49,100     $          49,100

                                     Total assets                                   $         281,264     $         222,941
                                                                                    =================     =================

                                                      LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Notes payable (Note 2)                                               $         121,972     $          60,100
               Accounts payable                                                                25,962                26,660
               Unearned revenues (Note 1)                                                     132,720                45,733
               Accrued liabilities                                                             19,456                 9,046
                                                                                    -----------------     -----------------
                      Total current liabilities                                     $         300,110     $         141,539

          STOCKHOLDERS' EQUITY (NOTE 3)
               Common stock: $.001 par value;
               authorized 50,000,000 shares;
               issued and outstanding
               3,790,066 shares at December 31, 2000;                                                     $           3,790
               3,822,066 shares at June 30, 2001                                    $           3,822
               Additional Paid In Capital                                                   1,136,054             1,079,086
               Accumulated deficit                                                         (1,158,722)           (1,001,474)

                      Total stockholders' equity                                    $         (18,846)    $          81,402
                                                                                    -----------------     -----------------
                                     Total liabilities and
                                     stockholders' equity                           $         281,264     $         222,941
                                                                                    =================     =================

</TABLE>

         See Accompanying Notes to Financial Statements.


                                      -3-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF OPERATIONS
                                   (Reviewed)

<TABLE>
<CAPTION>

                                                                   For the three months ended        For the six months ended
                                                                             June 30,                          June 30,
                                                                       2001             2000              2001             2000
                                                              ---------------------------------- -------------------------------
       <S>                                                    <C>               <C>              <C>               <C>

       Revenues (Note 1)                                      $     207,859     $     79,669     $     334,827     $    118,934
       Cost of Revenues                                             126,841           87,609           212,780          119,136
                                                              -------------     -------------    -------------     -------------
                Gross profit (loss)                           $      81,018     $     (7,940)    $     122,047     $       (202)

       Operating, general and administrative expenses
          Payroll and related expenses                        $      54,189     $     58,539     $     121,827     $     74,260
          Consulting                                                  8,652                0             8,652                0
          Other operating expenses                                   90,520           30,053           141,808          104,607
          Depreciation                                                1,573              154             3,145              308
                                                              -------------     -------------    -------------     -------------
              Operating, general and
                administrative expenses                       $     154,934     $     88,746     $     275,432     $    179,175
                                                              -------------     -------------    -------------     -------------
                    Operating (loss)                          $     (73,916)    $    (96,686)    $    (153,385)    $   (179,377)

       Non-operating income (expense)
          Interest income                                     $       2,958     $      1,519     $       5,817     $      3,918
          (Loss) on non-marketable securities                             0          (23,230)                0          (23,230)
          Interest expense                                           (8,296)               0            (9,680)               0
                                                              -------------     -------------    -------------     -------------

                    Net (loss) before income taxes            $     (79,254)    $   (118,397)    $    (157,248)    $   (198,689)

       Federal and state income taxes                         $           0     $          0     $           0     $          0
                                                              -------------     -------------    -------------     -------------
                Net (loss)                                    $     (79,254)    $   (118,397)    $    (157,248)    $   (198,689)
                                                              =============     =============    =============     =============

                Net (loss) per share                          $       (0.02)    $      (0.08)    $       (0.04)    $      (0.14)
                                                              =============     =============    =============     =============
                Average Number of Shares
                of Common Stock Outstanding                       3,810,021        1,508,861         3,800,836        1,425,008
                                                              =============     =============    =============     =============

</TABLE>


         See Accompanying Notes to Financial Statements.

                                      -4-
<PAGE>

                                 XTREME WEBWORKS
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Reviewed)
<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 services                                 7,000            7,000

          April, 2001, issued for cash                                        12,500           12,500

          May, 2001, issued for cash                                          12,500           12,500

          Net (loss), June 30, 2001                                                                                (157,248)
                                                                           ---------    -------------         --------------
                                                                           3,822,066    $   1,114,876         $  (1,158,722)
                                                                           =========    =============         ==============


</TABLE>


         See Accompanying Notes to Financial Statements.

                                      -5-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF CASH FLOWS
                                   (Reveiwed)
<TABLE>
<CAPTION>

                                                                    For the three months ended         For the six months ended
                                                                             June 30,                          June 30,
                                                                      2001             2000            2001             2000
                                                              --------------------------------   --------------------------------
<S>                                                           <C>               <C>              <C>               <C>
Cash Flows From Operating Activities
Reconciliation of net loss to net cash (used in)
   operating activities

Net loss                                                      $     (79,254)    $    (118,397)   $    (157,248)    $    (198,689)
Adjustments to reconcile net (loss) to cash
     (used in) operating activities:
     Depreciation                                                     1,573               154            3,145               308
     Loss on write-off of non-marketable securities                       0            23,230                0            23,230
     Stock issued as compensation                                         0            29,473            7,000            47,224
     Change in assets and liabilities
          (Increase) in accounts receivable                         (19,679)          (10,250)         (41,185)          (22,550)
          (Increase) decrease in officers
             and notes receivable                                    (2,944)           (1,519)          (5,795)           (3,918)
          Decrease in prepaid assets                                      0             1,500                0                 0
          Increase in notes payable                                  29,872                 0           61,872                 0
          Increase (decrease) in accounts payable                   (20,761)            4,338             (698)            9,046
          Increase in accrued liabilities and
             unearned revenue                                        51,445                 0           97,397             7,379
                                                              --------------    --------------   --------------    --------------
       Net cash provided by (used in)
          operating activities                                $     (39,748)    $     (71,471)   $     (35,512)    $    (137,970)


Cash Flows From Investing Activities

       Net borrowings (payments to)
          related parties                                     $     (10,103)    $      41,161    $      (7,444)    $      58,561
       Purchase of equipment                                              0                 0                0                 0
                                                              --------------    --------------   --------------    --------------
       Net cash provided by (used in)
          investing activities                                $     (10,103)    $      41,161    $      (7,444)    $      58,561

Cash Flows From Financing Activities

       Issuance of common stock                               $      50,000     $      52,800    $      50,000     $      52,800
       Proceeds from subscriptions in advance                             0           (26,600)               0            25,000
                                                              --------------    --------------   --------------    --------------
       Net cash provided by financing activities              $      50,000     $      26,200    $      50,000     $      77,800

       Net increase (decrease) in cash                        $         149     $      (4,110)   $       7,044     $      (1,609)
       Cash and cash equivalents
           at beginning of period                             $      12,379     $       4,179    $       5,484     $       1,678
                                                              --------------    --------------   --------------    --------------
       Cash and cash equivalents
          at end of period                                    $      12,528     $          69    $      12,528     $          69
                                                              ==============    ==============   ==============    ==============


</TABLE>

         See Accompanying Notes to Financial Statements..

                                      -6-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                        June 30, 2001, December 31, 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 websites, and designs and publishes online and printed
         newsletters. On May 10, 1998, the Company changed its 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 June 30, 2001 and December 31,
         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 carryforwards 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 June 30, 2001 and December 31, 2000.

         Property and Equipment
         ----------------------
         Property and  Equipment is stated at net of depreciation.  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
                        June 30, 2001, December 31, 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 does not exert significant influence over any of
         the investments. 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
         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. Revenues 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 websites are 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."

         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.

                                      -8-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                        June 30, 2001, December 31, 2000


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

         Reclassifications
         -----------------
         Certain amounts in the 1999 and 2000 financial statements have been
         reclassified to be consistent with the presentation used in 2001.

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>
         <S>                                                                    <C>                  <C>

         Note payable, unsecured, 18% interest,
         due on demand, to a shareholder of the Company                         $          52,872    $           50,000

         Note payable, unsecured, 28.99% interest,
         due on demand, to a shareholder of the Company                                    15,000                     -

         Note payable, unsecured, 24.98% interest,
         due on demand, to a shareholder of the Company                                     7,000                     -

         Note payable, unsecured, 22.99% interest,
         due on demand, to a shareholder of the Company                                     5,000                     -

         Notes payable, unsecured, 10% interest, due on
         demand to a company controlled or owned by
         directors or officers of the Company                                              32,100                10,100
                                                                                -----------------    ------------------
         Totals                                                                 $        $121,972    $           60,100
                                                                                =================    ==================
</TABLE>

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 June 30, 2001, 3,822,066 shares and December 31, 2000,
         3,790,066 shares. The Company has not authorized any preferred stock

         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.

                                      -9-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                        June 30, 2001, December 31, 2000


Note 3.  Stockholders' Equity (continued)

         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 June 30, 2001 and 2000
         were 3,810,021 and 1,508,861 respectively; for the six months ended
         June 30, 2001 and 2000 were 3,800,836 and 1,425,008 respectively. As of
         June 30, 2001 and December 31, 2000 the Company had no dilutive
         potential common shares.

         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 the sale of 500,000 shares of stock. The offering is
         pursuant to Rule 506 of Regulation D of the Securities Act of 1933.
         Through July 30, 2001, the Company had 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 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

         During the year ended December 31, 2000, the Company published an
         online magazine for World Stock Watch ("WSW"), a related party, and
         began design work on an Internet web site for WSW. A 50% owner of the
         WSW directly owns 3.3% of the Company and controls an entity that owns
         18.5% of the Company. Related party revenues and expenses recorded for
         the year ending December 31, 2000 were $100,180 and $77,662,
         respectively. Accounts receivable from related parties included in
         trade receivables is $20,000 at December 31, 2000. This receivable has
         been allowed for as the related party has suspended operations until
         market conditions improve.

Note 5.  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
         and the private placement described in Note 3 to expand operations.
         Until that time, the stockholders, officers, and directors have
         committed to advancing the operating costs of the company.

                                      -10-
<PAGE>

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

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.

GENERAL OVERVIEW

        Xtreme Webworks (the "Company") provides website promotion management to
businesses of all sizes to increase and multiply their presence on the Internet.

        On May 14, 2001, the National Association of Securities Dealers (NASD)
granted clearance for Xtreme Webworks to be listed on the NASD Over-The-Counter-
Bulletin-Board (NASD OTCBB) under the symbol "XWEB".

The Promotion Program

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

        Xtreme Webworks  provides website promotion for its clients by
providing the following services:

        o Creates 280 HTML attraction pages for each client's website.
        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 website
          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.

                                      -11-
<PAGE>

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.

                                      -12-
<PAGE>

International services:

Gold Package International (English Pages):

o  Xtreme Webworks will create 280 Customized Attraction Pages, which reside on
   your server.
o  The submission of these attraction pages is performed on a daily
   base 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.


                                      -13-
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000.

         REVENUES.  Revenues increased for the three and six months ended
June 30, 2001 by approximately $128,200 or 161% and $215,900 or 182%,
respectively, over the same periods of the prior year.  This increase during
the 2001 periods was due primarily to an increased variety of search engine
placement products and services offered by the Company.  Pricing for the
Company's advanced products and services increased accordingly, and the number
of clients increased, resulting in increased revenues during 2001.

         COST OF REVENUES.  Cost of revenues for the three months ended
June 30, 2001 increased by approximately $39,200 to $126,841 compared to the
same period of the prior year.  Cost of revenues for the six months ended June
30, 2001 increased by $93,640 to $212,780.  Cost of revenues as a percentage of
revenues for the three and six months ended June 30, 2001 were 61.0% and 63.5%,
respectively compared to 110.0% and 100.2%, respectively, in 2000.  The absolute
dollar increase in cost of revenues was due primarily to the hiring of
additional employees and increases in payroll for the promotions and sales
personnel.  The decrease of cost of revenues as a percentage of revenues was due
mainly to increases in revenues, product prices, and number of clients.

         GROSS  PROFITS.  Gross profits for the three and six months ended
June 30, 2001 were $81,000 and $122,000, respectively.  For the three and six
months ended June 30, 2000, gross losses were $7,900 and $202, respectively.
The gross profit percentage was 39.0% for the three months ended June 30,
2001, and 36.5% for the six months ended June 30, 2001.  For the three and six
months ended June 30, 2000, the gross (loss) percentages were (10.0)% and
(0.2)%, respectively.  The Company made gross profits during the 2001 periods,
as opposed to losses during the 2000 periods, primarily due to increased
revenues from expansion of the Company's products and reduction in the
percentage of cost of revenues as a percentage of revenues.

         OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES.  For the three months
ended June 30, 2001, operating, general and administrative expenses increased
by $66,190 compared to the same period of the prior year.  As a percentage of
revenues, operating, general and administrative expenses decreased from 111.4%
in 2000 to 74.5% in 2001.  For the six months ended June 30, 2001, operating,
general and administrative expenses increased by $96,260 compared to the same
period of the prior year.  For the six-month period, the operating, general and
administrative expenses as a percentage of revenues decreased from 150.7% in
2000 to 82.3% in 2001.

         The overall increase in operating, general and administrative expenses
during the 2001 periods was due primarily to:  1) an increase in payroll
expenses due to the hiring of additional employees for the creation and/or
expansion of departments within the Company, including sales, marketing,
promotion, and customer service departments, and 2) an increase in production
equipment and software expenses to accommodate additional clients.  The decrease
in operating, general and administrative expenses as a percentage of revenues
during 2001 was due mainly to increased revenues resulting from a higher variety
of products offered by the Company.

                                      -14-
<PAGE>

         NET PROFIT (LOSS).  For the three months ended June 30, 2001, net loss
decreased by 33.1% to $79,250 compared to a net loss of $118,400 in 2000.  For
the six months ended June 30, 2001, net loss decreased by 20.9% to $157,250
compared to a net loss of $198,690 in 2000.  This decrease in net losses during
the 2001 periods occurred as a result of increased revenues, a decrease in loss
on non-marketable securities, and a decrease in operating losses.

LIQUIDITY AND CAPITAL RESOURCES

           OVERVIEW.  The Company had a net loss in cash flow from operating
activities for the three and six months ended June 30, 2001 of approximately
$79,250 and $157,250 respectively, compared to a loss from operating activities
of approximately $118,400 and $198,690 for the three and six months ended June
30, 2000, respectively.  The decrease of net loss in cash flow during the
2001 periods was due primarily to a decrease in losses on write-offs of non-
marketable securities and a decrease in stock issued as compensation and
accounts payable.  This decrease in 2001 was offset by an increase in accrued
liabilities and unearned revenue, as compared to the comparable periods in 2000.

          Management believes that the Company will be able to meet its current
and future obligations  primarily with internal revenues generated from sales of
the  Company's  various  services and products.  Sales have more than doubled
during the second quarter and six months ended June 30, 2001 compared to the
comparable periods in 2000.  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.

         In addition, the Company has rasied $50,000 through a private placement
offering pursuant to Rule 506 of Regulation D of the Securities Act (started
on January 15, 2001.)

         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 the six months ended June 30, 2001,
the Company had assets of $281,264, compared to $222,941 as of December 31,
2000.  The increase of assets in 2001 was due primarily to an increase in
accounts receivable, notes receivable, and cash.  The Company's current
liabilities increased by approximately $158,570 during the six months ended
June 30, 2001 compared to the end of 2000.  This increase was due mainly to
an increase in notes payable, unearned revenues, and accrued liabilities as a
result of the range in contract performance times from one to six months to
provide services to clients.


                                      -15-
<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 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 Webworks,
              fka Shogun Advertising, Inc.
              (Incorporated by reference from Exhibit 3.2
               of Form 10SB12G/A filed November 7, 2000).

10.1        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 10SB12G/A filed November 7, 2000).

(b)      Reports on Form 8-K

         The Company filed no reports on Form 8-K during the first or second
         quarters of 2001.


                                      -16-
<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 WEBWORKS
                                 ---------------
                              (Name of Registrant)



Date:  August 6, 2001                       By:  /s/ SHAUN HADLEY
                                               -------------------------
                                                     SHAUN HADLEY
                                                     PRESIDENT


Date:  August 6, 2001                       By:  /s/ Paul Hadley
                                               -------------------------
                                                     PAUL HADLEY
                                                     SECRETARY



                                      -17-
<PAGE>