UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
       [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

        [ ]TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 000-30914

                             XTREME COMPANIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         NEVADA                                            88-0394012
(State  or  Other  Jurisdiction  of                    (I.R.S.  Employer
Incorporation  or  Organization)                          Identification
                                                            Number)



                           11782 WESTERN AVE., UNIT 18
                            STANTON, CALIFORNIA 90680
             (Address a of principal executive offices and principal
                               place of business)
                               ------------------
                                 (714) 895-0944
                                 --------------
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $0.001
                              PAR VALUE PER SHARE.

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the Issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.  Yes  [x]  No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  Issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [  ]

The Issuer had $164,712 in revenues for the fiscal year ended December 31, 2004.

As  of  March  31,  2005 the aggregate market value of the Issuer's common stock
held by non-affiliates was $2,100,000 (based on the closing price of $0.34 per
share  of  common  stock  on  March 31, 2005 as reported by the Over-the-Counter
Bulletin  Board).

The  Issuer  had  17,293,119  shares of common stock outstanding as of March 31,
2005.

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

                             XTREME COMPANIES, INC.
                                   FORM 10-KSB

                                TABLE  OF  CONTENTS

PART  I                                                                PAGE  NO.

ITEM  1.     DESCRIPTION OF BUSINESS.                                          2
ITEM  2.     DESCRIPTION OF PROPERTY.                                          7
ITEM  3.     LEGAL PROCEEDINGS.                                                8
ITEM  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.              8

PART  II

ITEM  5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.         8
ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.        9
ITEM  7.     FINANCIAL STATEMENTS.                                            12
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
             AND FINANCIAL DISCLOSURE.                                        21
ITEM  8A.    CONTROLS AND PROCEDURES.                                         21
ITEM  8B.    OTHER INFORMATION.                                               21

PART  III
ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.               21
ITEM  10.    EXECUTIVE COMPENSATION.                                          23
ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
             MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                      24
ITEM  12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                  25
ITEM  13.    EXHIBITS.                                                        26
ITEM  14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                          26



                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military  personnel for fire, rescue and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety,  handling and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as, fire departments, police departments, city port-authorities
and  the  military.

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

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

HISTORY

We incorporated in the State of Nevada on August 14, 1994 as Shogun Advertising,
Inc.  On  May  10,  1998,  we  changed  our  name  to Xtreme Webworks. As Xtreme
Webworks,  we  offered  services  to  Internet companies that assisted in higher
recognition  placement with search engines. We also designed and hosted Internet
web  sites,  and designed and published online and printed newsletters. On April
24, 2002, we changed our name to Xtreme Companies, Inc. On November 30, 2002, we
determined that our internet hosting and marketing business was not strategic to
our ongoing objectives and discontinued capital and human resource investment in
the  business.

As  Xtreme  Companies,  Inc.,  our  business  was  to assist in the acquisition,
development  and  finance  of energy related entities. To that end, on April 26,
2002,  we  executed an Acquisition Agreement with Waste Renewal Systems, Inc., a
Nevada  Corporation.  As a wholly-owned subsidiary, Waste Renewal Systems, Inc.,
provided  an  innovative and proprietary waste processing solution for municipal
solid  waste  disposal.  Further,  on  May  15, 2002, we executed an Acquisition
Agreement  with Nucon International, Inc. a Nevada Corporation who later changed
its  name  to  Nuclear  Reduction  Systems,  Inc.  As a wholly-owned subsidiary,
Nuclear Reductions Systems, Inc. provided cutting edge technology in the nuclear
waste  treatment  industry.

In  July  2003,  we  discontinued the operation of our wholly-owned subsidiaries
Waste  Renewal  Systems,  Inc.  and  Nuclear  Reduction Systems, Inc. due to the
failure  to  negotiate  satisfactory  terms  for  the  extension  of the license
agreements  and  its  inability  to  commercialize  its  products.

On October 1, 2003, we entered into an Agreement and Plan of Reorganization with
Rockwell  Power  Systems,  Inc.  a  Delaware  corporation.  As  a  result of the
transaction, Rockwell Power Systems, Inc. became our wholly-owned subsidiary. In
addition,  the entire former management team and board of directors resigned and
we  employed  a  new  management  team  and  appointed a new board of directors.

Rockwell  Power  Systems  was incorporated in Delaware on January 29, 2001 under
the name Rockwell Healthcare Systems, Inc. We changed its name on April 12, 2001
to  Rockwell  Power  Systems. We had no operations until October 1, 2003 when we
purchased  the  Fire  & Rescue and the Recreational Boat Division from Sonic Jet
Performance,  Inc.  Pursuant  to the Bill of Sale Agreement executed between the
parties,  Rockwell was granted a license for a period of twenty years to the use
the  "Sonic  Jet  Performance"  name.  Additionally,  Rockwell  was  granted the
authority  to  market and sell Fire and Rescue and Recreational boats everywhere
in  the  world  except the Middle East, including Egypt, Lebanon, Turkey, Syria,
Jordan,  Iraq,  Saudi  Arabia,  Bahrain,  Oman,  Qatar,  the  UAE  and  Yemen.

Since  October  1, 2003, we have focused our efforts on manufacturing, marketing
and  selling  specialty  boats  designed  for  fire  and  rescue  purposes.

INDUSTRY  BACKGROUND

We  believe  the best opportunity in the boating industry for business expansion
is providing boats for Homeland Security fulfillment, defense, surveillance, and
emergency  response  to municipalities and governments. After the terrorist acts
on  September 11, the United States government took a wide range of urgent steps
to protect the Nation's highest risk targets and critical infrastructure systems
such  as  nuclear  power  plants,  hydroelectric  dams, telecommunication nodes,
border  crossings,  chemical  facilities,  sea  and water ports, water and sewer
plants,  electric  power  plants, gas pipelines, dams and bridges. This includes
protecting  the  open coastline, waterways, and private industrial sites such as
nuclear  power  plants  and  oil  refineries

In  addition to the increase in federal funding for homeland security, two other
important  programs  are  in  place that will benefit those fire departments and
private  organizations  looking  to  participate  and  take  advantage  of  the
additional  funding  being  provided  to  these  specific  areas. These programs
include:  The  2004  Assistance  to  Firefighters Grant Program presented by the
Office  of  Domestic  Preparedness  ("ODP")  and Operation Safe Commerce ("OSC")
funding.

The  ODP is currently offering $750 million in grants to fire departments across
the  United  States.  With Fireboats being elevated to a Priority One Status for
this year's grant program, we have aggressively pursued the more than 5,200 fire
departments  with  responsibilities  on the water by offering a grant assistance
program  for  any  fire department interested in purchasing one of our boats. So
far  the  program  has been well received with more than thirty fire departments
applying.  However, we cannot determine if the ODP will grant any awards to fire
departments  that  apply,  if  any.

By  specific order of the Transportation Security Administration, Operation Safe
Commerce,  which  concentrates  on  the  ports  of  New  York/New  Jersey,
Seattle/Tacoma, and Los Angeles/Long Beach, is a public-private partnership that
uses federal grants to test pilot programs in order to improve security at these
ports  and  others like them throughout the United States. The funding allocated
to  OSC  is $58 million, which is the first step of a multi-faceted program.  We
are  strategically located near the Long Beach and Los Angeles Ports and we have
already  sold  boats to the New York Port Authority.  As a result, we believe we
are  positioned  to  play  an  integral role in our ports security and emergency
response  capabilities.

The Coast Guard's port security mission has grown from approximately 1-2 percent
of  daily  operations  to  between  50-60  percent. Additional national security
missions are focused upon illegal immigration, drug interdiction, port security,
and  the  provision of enhanced defenses for critical high-risk vessels, coastal
facilities,  coastal  nuclear  power plants and oil refineries. The 2003 Federal
Budget  increased  funding  for these homeland security-related missions by $282
million,  to  an  overall  level  of $3.5 billion to enhance the capabilities of
America's  first  responders,  a  greater  than  10-fold  increase  in  Federal
resources,  allowing  state  and  local  agencies  to  purchase  a wide range of
equipment  needed  to  respond  effectively to a terrorist attack, including the
purchase  of  new  technology-based  patrol  and  surveillance  boats.

The  target  markets  for  our  boats  include municipalities, state and federal
agencies,  fire,  rescue,  police  and military units. The approximately 181,518
miles  of  waterways in the United States offer numerous opportunities for us to
sell  our  commercial boats, particularly those used for rescue, patrol and fire
fighting operations. We believe our products offer a cost effective solution for
our  target  customers.

PRODUCTS

Our  boats  combine  power,  safety, handling and stability in rough water along
with  high-speed performance. The innovative patents and patents-pending that we
license,  give the boats eye-catching visual market retention, and a competitive
advantage  in  the  boating  industry,  home  defense  and  world  markets.

The unique convergence of design and technology give our boats the ability to be
highly  maneuverable  in  as  little  as ten inches of water, essential in areas
where  submerged  objects such as street signs, vehicles or rocks will interfere
with  other  craft. Even with a full crew and injured passengers, the boat stays
high  on  the  water,  affording  a  speedy,  safe  access  and  egress.

The  boats  are quick-response craft that can be easily transported to emergency
areas.  The  hulls  incorporate  patented "V" shaped hull designs, and are built
using  hand laid "S" glass which produces a fiberglass hull that is stronger yet
lighter than conventional fiberglass hulls, and provides extraordinary stability
and  handling  in  rough  waters,  and  at  high  speeds.


<TABLE>
<CAPTION>
                             PRODUCT SPECIFICATIONS
                             ----------------------
<S>      <C>          <C>          <C>          <C>
         Load         Fuel         Towing       Passenger
Model    Capacity     Capacity     Capacity     Capacity
-------  ----------   ----------   -----------  ---------
12  Foot  2,200  lbs.  32  gallons   7,000  lbs.        5
-------  ----------   ----------   -----------  ---------
15  Foot  5,500  lbs.  58  gallons  10,000  lbs.        7
-------  ----------   ----------   -----------  ---------
</TABLE>



We currently offer two commercial boats which are similar in design but distinct
in  functions.  Each  model comes equipped with Mercury Marine Sport Jet 175 XR2
two  stroke  engines  that  generate  175 horse power, and Mercury Marine single
stage  axial  flow  jet pumps. We have also developed new models for California,
and  international  markets  that  no  longer  allow  2  stroke  motors. We have
redesigned  the  boat  to  accept  power systems which meet the strict emissions
standards in California and the year 2006 emissions requirements mandated by the
United  States  Environmental  Protection Agency. The boats come with a two-year
warranty  on  the  engine,  the  fuel  system,  and the electrical system, and a
five-year  warranty  on  the  hull.

PATROL  RESCUE  JET
-------------------
The Patrol Rescue Jet is designed to provide security in inland waterways and in
harbors.  With  a  speed  of  up to 55 miles per hour, the Patrol Rescue Jet can
deliver law enforcement and emergency assistance to virtually any location on or
around the water. This boat is available in either a 12 foot design or a 15 foot
design.

FIRE  AND  RESCUE  JET
----------------------
The  Fire  and  Rescue  Jet  is designed to fight fires on the water and in near
shore  areas. The Fire Rescue Jet comes equipped with a patented water pump that
can  supply  up  to  750 gallons of water per minute. The Fire and Rescue Jet is
uniquely  designed  so  one  person can control the boat and the fire apparatus.
This  boat  is  also  available  in either a 12 foot design or a 15 foot design.

SALES  AND  MARKETING

Sales: We currently utilize a direct sales team consisting of three team members
which  sell  our  products  primarily  in  the  United  States.  Furthermore, we
currently  work  with  several  independent  sales  agents  to sell our products
throughout  the  United  States. We hope to increase the size of our independent
sales  agent team in 2004 from two to six. By doing so we will be able to expand
our  reach  into  agencies  nationwide  that  are  looking  for our products. In
addition,  through  personal  presentation,  consultation and collaboration with
government  agencies,  municipalities,  and  national  foundations,  we  plan to
provide  demonstrator  products  for  law enforcement, fire, rescue, patrol, and
military  departments  for  expositions,  training,  agency  certifications, and
demonstrations.

Marketing:  Our marketing efforts include participating in industry trade shows,
direct  assistance to fire departments and municipalities for grant applications
and  communicating  through  our  corporate  website.

The  only  recent  sales  of  our  products  include:

Jackson  County  Fire  Rescue  Squad,
Marianna,  Florida

Lakewood  Police  Department,
Lakewood,  Washington

New  Albany  Fire  Department,
New  Albany,  IN


STRATEGIC  RELATIONSHIPS

On  March  1,  2005, we entered into a Marketing and Distribution Agreement with
Marine  Holdings,  Inc.,  a  Missouri corporation d/b/a Challenger Offshore, and
Ronald  DiBartolo  and  Gailynn  DiBartolo, the owners of all of the outstanding
shares  of  common  stock  of  Marine  Holdings,  Inc.

Pursuant  the  Marketing  and  Distribution  Agreement,  we  will administer all
marketing and sales efforts and be the exclusive distributor of leisure, fishing
and  performance  boats  manufactured  by  Marine, under the Challenger Offshore
name.  We  will  offer  our  key  personnel,  resources and capital to Marine to
facilitate  the  sales  of  Marine's  products through dealer networks, industry
trade  shows, directly selling and other distributors.  All purchase orders will
flow  through  us  and  will  be immediately assigned to Marine for fulfillment.
Marine will procure all inventory and assume responsibility for the shipping and
delivery  of  all  of  its products ordered by the purchaser.  We will receive a
five  percent  cash commission, based on the total sales price as represented on
purchase  orders  received  by  us  or  Marine  for  all  product  sales.

COMPETITION

We  compete  against  large international companies that have greater financial,
technical  and  marketing  resources, customer bases, longer operating histories
and  greater  name  recognition. However, management believes our products offer
the  following  advantages  over  competitive  products:

Durability: Our hulls are constructed using hand laid "S" glass. This produces a
fiberglass hull that is stronger yet lighter than conventional fiberglass hulls.

High  Performance  and  Stability:  Most boats capable of exceeding 55 miles per
hour  are  inherently  unstable  and  virtually  uncontrollable at those speeds.
Management  believes the patented "V" shape hull design makes the boats safe and
stable  at  high  speeds,  thereby  eliminating  this  problem.

Best  Cost:  The  prices  for  commercial  boats are competitive with the prices
offered  by  competitors.

We  believe  our  main  competitors  include:

-  Boston  Whaler:  Offers a wide range of commercial and recreational products.
Their  fireboats  typically  exceed  twenty  feet  in  length.

- Nichols Bros: Manufactures a large variety of commercial boats. They primarily
build  large  boats  at  extravagant costs. Their newest fireboat is 105 feet in
length  and  was  delivered  at  a  cost  of  $8.9  Million.

-  Triad  Marine: Offers commercial and recreational inflatable boats ranging in
size  from  eight  to  thirty  feet  in  length.

-  Safe  Boats:  Builds  inflatable rigid hull patrol boats ranging in size from
nine  feet  to  thirty-nine  feet  in  length.

-  Nautica  International:  Manufactures  patrol  boats,  commercial  boats  and
recreational  boats.

-  Silver Ships and Northwind Marine: Manufactures a line of commercial and fire
boats  primarily  25-feet  in  length  and  above.

OPERATIONS

Manufacturing:  The  hulls for our boats were manufactured in Nanning, China. We
currently  have  a  surplus  of  hulls  in  our  storage  facility in Riverside,
California  and  are  not  utilizing the manufacturing facility. If and when our
supply  of  hulls  is  depleted,  we  may  explore  using this facility again to
manufacture  the  boats.

Assembly:  Boat  prototyping  and  boat  assembly  is  performed  in  Stanton,
California,  strategically  positioned  near  the  Los  Angeles,  and Long Beach
Harbors. Final boat assembly is located in a 3,000 square foot facility, with an
additional  3,000  square  feet  in  Riverside,  California  for  storage.

SOURCES  AND  AVAILABILITY  OF  RAW  MATERIALS

We  purchase  key  materials,  components and equipment, including engines, fire
pumps  and  other  components  from third party suppliers. We obtain most of our
critical  raw  materials  and  components  from  a  single  or limited number of
suppliers.  When  possible, we also develop and maintain alternative sources for
essential  materials  and  components.  The  inability  to  obtain  sufficient
quantities  of  these  materials  or  components may result in delays, increased
costs,  and  reductions  in  our  product  shipments.

INTELLECTUAL  PROPERTY

Our intellectual property is important to our business. We rely on a combination
of license rights, trade secret laws, confidentiality procedures and contractual
provisions  to  protect  our  intellectual  property.  We  license  patents  and
patents-pending  that  relate  to  the  construction  and  design  of the sleek,
progressive  "V"  and double pad-bottomed "V-hull" boat. The hull is designed so
that  as water hits the hull, it flows to the next convenient degree, creating a
lift  and  literally  raising  the  boat  to  the  top  of  the  water.

Pursuant  to the Business Asset Sale, License and Assignment of Rights Agreement
between  Sonic  Jet  Performance, Inc. and Rockwell Power Systems, Inc., we were
granted  a  license  for  a  period  of  twenty  years  to  use  the  "Sonic Jet
Performance" name and granted Rockwell the authority to market and sell Fire and
Rescue  and  Recreational  boasts everywhere in the world except the Middle East
including  Egypt,  Lebanon,  Turkey, Syria, Jordan, Iraq, Saudi Arabia, Bahrain,
Oman,  Qatar,  the  UAE  and  Yemen.

In  addition,  Rockwell  was  assigned the contractual right to use the Fire and
Rescue  Jet design as provided for under the 2001 License Agreement made between
Sonic Jet Performance, Inc. and Mardikian Marine Design et al dated December 21,
2001.  The term of agreement is from December 27, 2001 to December 31, 2006 with
an  option  for  renewal  of  one  5  year  term  until December 31, 2011 unless
terminated pursuant to the Agreement. Pursuant to the License Agreement, we have
agreed to pay to the Licensor a royalty equal to 2% of the gross sale's price of
our  12-foot  boats  and  4%  of  the  gross  sale's price of our 15-foot boats.


CUSTOMERS

Our  target  market  is  primarily fire departments, port authorities, and other
governmental  agencies.  Thus,  we  have  a  limited potential  customer  base.

Obtaining  government  contracts  may  involve long purchase and payment cycles,
competitive  bidding,  qualification requirements, delays or changes in funding,
budgetary  constraints,  political agendas, extensive specification development,
price  negotiations  and  milestone  requirements.  Each  government agency also
maintains  its own rules and regulations with which we must comply and which can
vary  significantly among agencies. Governmental agencies also often retain some
portion  of  fees  payable  upon completion of a project and collection of these
fees  may  be  delayed  for  several  months.

EMPLOYEES

We  presently  employ  four  employees  in  the United States, including factory
workers,  sales, and administrative and management personnel. We also employ two
contractors,  which  assist  us  in  our  sales  efforts.

REGULATORY  RESTRICTIONS  ON  OUR  BUSINESS

ENVIRONMENTAL  MATTERS
----------------------
We  are  subject  to  federal,  state,  local  and foreign laws, and regulations
regarding  protection  of  the  environment, including air, water, and soil. Our
manufacturing  business involves the use, handling, storage, and contracting for
recycling  or  disposal  of,  hazardous or toxic substances or wastes, including
environmentally  sensitive  materials,  such as batteries, solvents, lubricants,
degreasing  agents, gasoline and resin. We must comply with certain requirements
for  the use, management, handling, and disposal of these materials. However, we
do  not  maintain  insurance  for pollutant cleanup and removal. If we are found
responsible  for  any hazardous contamination, any fines or penalties, we may be
required  to  pay,  or  any  clean  up we are required to perform, could be very
costly.  Even  if  we  are  charged,  and  later found not responsible, for such
contamination  or  clean up, the cost of defending the charges could be high. If
either  of  the  foregoing  occurs,  our  business,  results from operations and
financial  condition  could  be  materially  adversely  affected.

OTHER  REGULATORY  MATTERS
--------------------------
Our  operations  and  products  are  subject to extensive government regulation,
supervision,  and  licensing  under  various  federal,  state, local and foreign
statutes,  ordinances and regulations. Certain governmental agencies such as the
EPA  and the Occupational Safety and Health Administration, or OSHA, monitor our
compliance  with their regulations, require us to file periodic reports, inspect
our facilities and products, and may impose substantial penalties for violations
of  the regulations. For example, we are subject to federal regulation under the
Boat  Safety Act of 1971 that requires boat manufacturers to recall products for
replacement  of  parts  or  components  that have demonstrated defects affecting
safety.  Although  manufacturers  of  certain equipment we use in our boats have
instituted  recalls,  there has never been a recall resulting from our design or
manufacturing  process.

While  we believe that we maintain all requisite licenses and permits and are in
compliance  with  all  applicable federal, state, local and foreign regulations,
there  can  be  no  assurance  that  we  will  be able to maintain all requisite
licenses  and  permits.  The  failure  to  satisfy  those  and  other regulatory
requirements  could  have  a  material adverse effect on our business, financial
condition,  and  results  of  operations.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

The  address of our principal executive office is 11782 Western Avenue, Unit 18,
Stanton, California 90680. On October 1, 2003, we entered into a lease agreement
with  York  Industrial  Park  to lease approximately 3,000 square feet of office
space  that includes administrative offices and assembly facilities. The term of
the  lease  is  month to month. The annual rent is $19,140 plus utilities, taxes
and  maintenance.

Furthermore,  on  December  1,  2003,  we  entered  into  a lease agreement with
Marlborough  Equities  to lease approximately 3,000 square feet of storage space
in  Riverside California. The annual rent for this space is $26,400. The term of
the  lease  for  this  space  is  month  to  month.

ITEM  3.  LEGAL  PROCEEDINGS.

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

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

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

No  matters  were  submitted  to  a  vote  of security holders during the period
covered  by  this  report.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

The  following  table  sets  forth the high and low closing prices of our common
stock for the periods indicated. The prices reflect inter-dealer prices, without
retail  mark-up,  markdown  or  commission  and  may  not  represent  actual
transactions.



<TABLE>
<CAPTION>

<S>                                 <C>    <C>
                                    LOW    HIGH
                  2004 Fiscal Year
First Quarter                       0.11   0.25
Second Quarter                      0.13   0.75
Third Quarter                       0.38   0.70
Fourth Quarter                      0.52   1.25

                  2003 Fiscal Year
First Quarter                       0.51   1.05
Second Quarter                      0.07   0.61
Third Quarter                       0.01   0.10 (1:100 Rev Split)
Fourth Quarter                      0.02   1.00
</TABLE>

We  declared  a  100-for-one  reverse  stock  split  of outstanding common stock
effective  September  26,  2003.  We  declared  a  10-for-1 reverse split of the
outstanding  common  stock  effective  January  30,  2004.

SHAREHOLDERS

As  of  March  31,  2004,  there were approximately 809 holders of record of our
common  stock.

DIVIDEND  POLICY

We  have  never  declared  a  cash dividend on our common stock and our Board of
Directors does not anticipate that we will pay cash dividends in the foreseeable
future. Any future determination to pay cash dividends will be at the discretion
of  our  board  of  directors  and  will  depend  upon  our financial condition,
operating  results,  capital  requirements,  restrictions  contained  in  our
agreements  and  other  factors  which  our  board  of directors deems relevant.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  October  18,  2004,  we  entered  into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $20,000  whereby  we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

On  October 18, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $18,000  whereby  we  issued  a  convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  December  23,  2004,  we  entered into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $240,000  whereby we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

In  the  year  ended  December  31,  2004, we raised $232,000 from the following
individual investors on the date and in the amount described below.  We issued
convertible  promissory  notes with interest rates ranging from 10% to 20% and a
conversion  feature equal to a 30% discount to market at the time of conversion.

<TABLE>
<CAPTION>



<S>                                      <C>              <C>
NAME. . . . . . . . . . . . . . . . . .  AMOUNT RECEIVED  DEPOSIT DATE
---------------------------------------  ---------------  ------------
Champagne, Raymond. . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------

Connolly, Patrick . . . . . . . . . . .        50,000.00     5/27/2004
---------------------------------------  ---------------  ------------
Connolly, Patrick . . . . . . . . . . .        10,000.00      7/2/2004
---------------------------------------  ---------------  ------------

Davis, George M.. . . . . . . . . . . .         2,000.00     4/30/2004
---------------------------------------  ---------------  ------------

Dick, Richard A.. . . . . . . . . . . .         2,000.00      5/3/2004
---------------------------------------  ---------------  ------------

Eargle, Watson. . . . . . . . . . . . .         2,000.00     5/12/2004
---------------------------------------  ---------------  ------------
Feldman, Ronald . . . . . . . . . . . .         2,000.00     5/17/2004
---------------------------------------  ---------------  ------------

Jan Eric Pusch. . . . . . . . . . . . .        50,000.00      7/1/2004
---------------------------------------  ---------------  ------------

Layne, John D.. . . . . . . . . . . . .         2,000.00     5/11/2004
---------------------------------------  ---------------  ------------

Longo, Anthony J. . . . . . . . . . . .         2,000.00     4/30/2004
---------------------------------------  ---------------  ------------

McNeely, Wakelin. . . . . . . . . . . .        25,000.00      8/4/2004
---------------------------------------  ---------------  ------------
Nunn, Howard Stubbs, Jr., MD. . . . . .        25,000.00     6/18/2004
---------------------------------------  ---------------  ------------

Sullivan, Daniel. . . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------

Sullivan, Steve & Debbie. . . . . . . .         2,000.00     5/13/2004
---------------------------------------  ---------------  ------------
Sullivan, Steve & Debbie. . . . . . . .        25,000.00     7/21/2004
---------------------------------------  ---------------  ------------

Sullivan, Tony. . . . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------
Sullivan, Tony. . . . . . . . . . . . .        25,000.00     7/21/2004
---------------------------------------  ---------------  ------------

Winn, J&J Family    Limited Partnership         2,000.00      5/6/2004
---------------------------------------  ---------------  ------------
</TABLE>



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

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

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

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

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

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


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  2004  COMPARED  WITH  YEAR ENDEDED DECEMBER 31, 2003

NET  REVENUES

For  the  year  ended  December  31,  2004,  we  had net revenues of $164,712 as
compared  to  net  revenues of $0 for 2003. The increase in net revenue for 2004
was  because  we began operations in mid 2003. In July 2003, we discontinued the
operation of Waste Renewal Systems, Inc. and Nuclear Reduction Systems, Inc. due
to the failure of negotiation in the satisfactory terms for the extension of the
license  agreements  and  because  we were unable to generate revenue from those
businesses.  On  October  1,  2003,  we  entered  into  an Agreement and Plan of
Reorganization  with  Rockwell  Power  Systems, Inc. but we did not generate any
revenues  during  2003  from  that  business.

In  2004,  we  had  four boats sales which accounted for our entire Net Revenue.


OPERATING  EXPENSES

Operating  expenses increased to $1,290,826 for the year ended December 31, 2004
as  compared  to  $507,112 for the year ended December 31, 2003. The increase in
operating  expenses  for the year ended December 31, 2004 occurred primarily due
to  the  increase  in  operations. We also issued stock for officer compensation
amounting  to  $231,929  and  investor  relations  in the amount of $183,150. We
issued  stock  for  directors  compensation  amounting  to  $149,240.

NET  LOSS

Net  loss  for  the  year ended December 31, 2004 increased to ($1,465,532) from
($538,431)  for  the year ended December 31, 2003 as a result of the increase in
overhead  expenses  due to: (1) the operations increasing due to the increase in
boat  orders received and (2) share issuances that totaled $583,977 for services
rendered  such as director's compensation, legal services, sales commissions and
a  legal  settlement.  .  Other  operating  expenses  totaled  $207,406.

FINANCING  ACTIVITIES

On February 18, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $28,000  whereby  we  issued  a  convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  February  3,  2004,  we  entered  into an investment agreement with Preston
Capital Partners, LLC for $28,000 whereby we issued a convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  October  18,  2004,  we  entered  into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $20,000  whereby  we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

On  October 18, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $18,000  whereby  we  issued  a  convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  December  23,  2004,  we  entered into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $240,000  whereby we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

In  the  year  ended  December  31,  2004, we raised $232,000 from the following
individual investors on the date and in the amount described below.  We issued a
convertible  promissory  notes with interest rates ranging from 10% to 20% and a
conversion  feature equal to a 30% discount to market at the time of conversion.
<TABLE>
<CAPTION>



<S>                                      <C>              <C>
NAME. . . . . . . . . . . . . . . . . .  AMOUNT RECEIVED  DEPOSIT DATE
---------------------------------------  ---------------  ------------
Champagne, Raymond. . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------

Connolly, Patrick . . . . . . . . . . .        50,000.00     5/27/2004
---------------------------------------  ---------------  ------------

Connolly, Patrick . . . . . . . . . . .        10,000.00      7/2/2004
---------------------------------------  ---------------  ------------

Davis, George M.. . . . . . . . . . . .         2,000.00     4/30/2004
---------------------------------------  ---------------  ------------

Dick, Richard A.. . . . . . . . . . . .         2,000.00      5/3/2004
---------------------------------------  ---------------  ------------

Eargle, Watson. . . . . . . . . . . . .         2,000.00     5/12/2004
---------------------------------------  ---------------  ------------

Feldman, Ronald . . . . . . . . . . . .         2,000.00     5/17/2004
---------------------------------------  ---------------  ------------

Jan Eric Pusch. . . . . . . . . . . . .        50,000.00      7/1/2004
---------------------------------------  ---------------  ------------

Layne, John D.. . . . . . . . . . . . .         2,000.00     5/11/2004
---------------------------------------  ---------------  ------------

Longo, Anthony J. . . . . . . . . . . .         2,000.00     4/30/2004
---------------------------------------  ---------------  ------------

McNeely, Wakelin. . . . . . . . . . . .        25,000.00      8/4/2004
---------------------------------------  ---------------  ------------

Nunn, Howard Stubbs, Jr., MD. . . . . .        25,000.00     6/18/2004
---------------------------------------  ---------------  ------------

Sullivan, Daniel. . . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------

Sullivan, Steve & Debbie. . . . . . . .         2,000.00     5/13/2004
---------------------------------------  ---------------  ------------

Sullivan, Steve & Debbie. . . . . . . .        25,000.00     7/21/2004
---------------------------------------  ---------------  ------------

Sullivan, Tony. . . . . . . . . . . . .         2,000.00     4/23/2004
---------------------------------------  ---------------  ------------

Sullivan, Tony. . . . . . . . . . . . .        25,000.00     7/21/2004
---------------------------------------  ---------------  ------------

Winn, J&J Family    Limited Partnership         2,000.00      5/6/2004
---------------------------------------  ---------------  ------------
</TABLE>



LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  December  31, 2004, we had assets of approximately $267,187, compared to
$169,486  as  of December 31, 2003. In addition, we wrote down $84,821 in assets
that  were  booked  in 2003 for hull molds from the acquisition of Rockwell. Our
current  liabilities increased slightly from $539,952 as of December 31, 2003 to
$575,890  as  of  December 31, 2004. This was due primarily to the conversion of
debt to common stock and the successful settlement of outstanding debt balances,
but  offset  with  the  increase  of  deferred  revenues.


CAPITAL  COMMITMENTS

On  November  5,  2003,  we  entered  into a lease agreement with Corning Garden
Grove,  LLC  for  a  2650 square foot office located at 11782 Western Ave., Unit
#18,  Stanton,  CA  on  a  month to month basis at a fee of $ 1595 per month. On
December  1,  2003,  we  entered  into a lease agreement with Marlborough Square
Equities  for  a 4,156 square foot storage facility located at 2060 Chicago Ave,
Suite  5-0,  Riverside,  CA  for  6  months at a fee of $1,870 per month. This
agreement  was renewed on May 30, 2004 and the term is for two years at a rental
rate  of  $2,023 per  month.

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

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

We  may  not  be  able to meet our debt service obligations. If we are unable to
generate  sufficient  cash  flow or obtain funds for required payments, or if we
fail  to  comply  with  covenants  in  our  debt,  we  will  be  in  default. We
will continue to raise capital through private placements of convertible
debentures.



INFLATION

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

RISK FACTORS

The  following risk factors and other information included in this Annual Report
should  be carefully considered. The risks and uncertainties described below are
not  the  only  ones  we  face. Additional risks and uncertainties not presently
known  to  us  or that we currently deem immaterial also may impair our business
operations.  If  any  of  the  following  risks  occur,  our business, financial
condition,  operating  results,  and  cash  flows  could be materially adversely
affected.

WE  HAD  LOSSES SINCE OUR INCEPTION AND EXPECT LOSSES TO CONTINUE IN THE FUTURE.
WE  MAY  NEVER  BECOME  PROFITABLE.

We  have  historically  generated substantial losses, which, if continued, could
make  it  difficult  to fund our operations or successfully execute our business
plan,  and  could adversely affect our stock price. We experienced net losses of
$(1,465,532) for the year ended December 31, 2004.  We anticipate losses for the
foreseeable  future.   We  may  never  become  profitable.

WE  HAVE A LIMITED OPERATING HISTORY AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABLE
OPERATIONS.

We  are  a  development  stage  production  company. We acquired our subsidiary,
Rockwell  Power  Systems,  Inc.  on  October  1, 2003. We have not generated any
revenue.  Our ability to successfully commercialize our products will depend on,
among  other things, ability to manufacture and distribute the products, and the
relative  cost  to  the  customer  of  our  product  as  compared to alternative
competitive  products. Because we focus on emerging markets, market reaction can
be difficult to predict. As a result, we may never achieve or sustain profitable
operations.

OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE DO NOT
GENERATE  ENOUGH  CASH  FROM  OPERATIONS  TO SUSTAIN OUR BUSINESS WE MAY HAVE TO
LIQUIDATE  ASSETS  OR  CURTAIL  OUR  OPERATIONS.

The  accompanying  financial  statements  have  been  prepared  assuming we will
continue  as  a  going  concern.  Conditions exist which raise substantial doubt
about  our  ability  to  continue unless we are able to generate sufficient cash
flows  to  meet  our  obligations  and  sustain  our  operations.  The financial
statements  do  not include any adjustment that might result from the outcome of
this  uncertainty.

WE  DEPEND  ON OUR SUPPLIERS AND IF WE CAN NOT OBTAIN CERTAIN COMPONENTS FOR OUR
PRODUCTS,  WE  MIGHT HAVE TO DEVELOP ALTERNATIVE DESIGNS THAT COULD INCREASE OUR
COSTS.

We depend upon a number of suppliers for components of our products. There is an
inherent  risk  that  certain components of our products will be unavailable for
prompt  delivery  or,  in some cases, discontinued. We have only limited control
over  any  third-party  manufacturer  as  to  quality  controls,  timeliness  of
production,  deliveries  and  various  other factors. Should the availability of
certain  components  be  compromised,  it  could force us to develop alternative
designs  using  other  components, which could add to the cost of goods sold and
compromise  delivery  commitments.  If  we  are unable to obtain components in a
timely  manner,  at  an  acceptable  cost,  or at all, we may need to select new
suppliers,  redesign  or  reconstruct  process  we use to build the hulls, which
management  believes  would  take  a  minimum of one-year. We may not be able to
manufacture  any vehicles for a period of time, which could materially adversely
affect  our  business,  results  from  operations,  and  financial  condition.

OUR  GOVERNMENT BUSINESS TARGETS A LIMITED NUMBER OF POTENTIAL CUSTOMERS, AND IF
WE  CANNOT  OBTAIN  GOVERNMENT  CONTRACTS,  WE  MAY  NOT  EARN  REVENUES.

Obtaining  government  contracts  may  involve long purchase and payment cycles,
competitive  bidding,  qualification requirements, delays or changes in funding,
budgetary  constraints,  political agendas, extensive specification development,
price  negotiations  and  milestone  requirements.  Each  government agency also
maintains  its own rules and regulations with which we must comply and which can
vary  significantly among agencies. Governmental agencies also often retain some
portion  of  fees  payable  upon completion of a project and collection of these
fees  may  be  delayed  for  several  months.

WE  ARE  SUBJECT  TO  SUBSTANTIAL  COMPETITION AND WE MUST CONTINUE RESEARCH AND
DEVELOPMENT  TO  REMAIN  COMPETITIVE.

We  are  subject  to  significant competition that could harm our ability to win
business  and  increase  the  price  pressure  on  our  products. We face strong
competition  from  a wide variety of firms. Moreover, we may not have sufficient
resources  to  undertake  the  continuing  research and development necessary to
remain  competitive.  Competitors  may  attempt to independently develop similar
designs  or  duplicate  our  products  or  designs.  We  or  our competitors may
intentionally  or  unintentionally  infringe  upon or misappropriate products or
proprietary  information.  In the future, litigation may be necessary to enforce
intellectual  property  rights  or  to  determine  the validity and scope of the
proprietary  rights  of  others. Any such litigation could be time consuming and
costly.  We operate under a licensing agreement with Albert Mardikian who owns a
patented  progress  v-hull  design  patent  #6168481.  Any  patent  or  patents
sub-licensed  to  us  relating  to current or future products may be challenged,
invalidated,  or  circumvented  or the rights granted thereunder will may not be
held  valid  if  subsequently  challenged.

Our  products  are  based  on  technological  innovation. Consequently, the life
cycles  of  some  of  our  products can be relatively short. Our success depends
significantly on our ability to establish and maintain a competitive position in
this  field.  Our  products may not remain competitive in light of technological
developments  by  others.  Our  competitors  may  succeed  in  discovering  and
developing  technology  before we do that would render our technology, and hence
our  products,  obsolete  and  noncompetitive.

WE  MUST  COMPLY  WITH ENVIRONMENTAL REGULATIONS OR WE MAY HAVE TO PAY EXPENSIVE
PENALTIES  OR  CLEAN  UP  COSTS.

We  are  subject  to  federal,  state,  local  and foreign laws, and regulations
regarding  protection  of  the  environment, including air, water, and soil. Our
manufacturing  business involves the use, handling, storage, and contracting for
recycling  or  disposal  of,  hazardous or toxic substances or wastes, including
environmentally  sensitive  materials,  such as batteries, solvents, lubricants,
degreasing  agents, gasoline and resin. We must comply with certain requirements
for  the  use,  management, handling, and disposal of these materials. We do not
maintain  insurance  for  pollutant  cleanup  and  removal.  If  we  are  found
responsible  for any hazardous contamination, we may have to pay expensive fines
or penalties or perform costly clean-up. Even if we are charged, and later found
not  responsible,  for such contamination or clean up, the cost of defending the
charges  could  be  high.

IF  WE  DO  NOT COMPLY WITH GOVERNMENT REGULATIONS, WE MAY BE UNABLE TO SHIP OUR
PRODUCTS  OR  HAVE  TO  PAY  EXPENSIVE  FINES  OR  PENALTIES.

We  are  subject  to  regulation  by  county,  state  and  federal  governments,
governmental  agencies,  and  regulatory  authorities  from  several  different
countries.  If  we  fail  to  obtain  regulatory  approvals  or suffer delays in
obtaining regulatory approvals, we may not be able to marketing our products and
services, and generate product and service revenues. Further, we may not be able
to obtain necessary regulatory approvals. Although we do not anticipate problems
satisfying any of the regulations involved, we cannot foresee the possibility of
new regulations, which could adversely affect our business. Further our products
are  subject  to  export  limitations  and we may be prevented from shipping our
products  to  certain  nations  or  buyers.

WE  RELY  ON  PROPRIETARY  DESIGNS  AND  RIGHTS AND IF WE HAVE TO LITIGATE THOSE
RIGHTS,  OUR  EXPENSES  COULD  SUBSTANTIALLY  INCREASE.

Our intellectual property is important to our business. We rely on a combination
of license rights, trade secret laws, confidentiality procedures and contractual
provisions to protect our intellectual property. The patents and patents-pending
protect  and  enhance  the construction of the sleek, progressive "V" and double
pad-bottomed "V-hull" boat. The hull is designed so that as water hits the hull,
it  flows  to  the next convenient degree, creating a lift and literally raising
the  boat  to  the  top  of  the water. The progressive "V" hull gives the boats
excellent  stability,  unmatched  handling at low and high speeds, extraordinary
tracking  for  precision  handling,  and  a  competitive  edge  when utilized in
emergency  and  natural  disaster  situations.

Our  success  and  ability  to compete depend, in part, on the protection of our
designs and technology. In addition, our technology could infringe on patents or
proprietary  rights  of  others.  We  have  not  undertaken  or  conducted  any
comprehensive patent infringement searches or studies. If any third parties hold
any  conflicting rights, we may be required to stop making, using or selling our
products  or  to  obtain  licenses from and pay royalties to others. Further, in
such  event,  we  may  not  be  able  to obtain or maintain any such licenses on
acceptable  terms,  if  at  all.  We  may need to engage in future litigation to
enforce  intellectual  property  rights  or  the rights of customers, to protect
trade  secrets  or  to determine the validity and scope of proprietary rights of
others,  including  customers. This litigation could result in substantial costs
and diversion of resources and could materially and adversely affect our results
of  operations.

Pursuant  to the Business Asset Sale, License and Assignment of Rights Agreement
between  Sonic  Jet  Performance, Inc. and Rockwell Power Systems, Inc., we were
granted  a  license  for  a  period  of  twenty  years to the use the "Sonic Jet
Performance" name and granted Rockwell the authority to market and sell Fire and
Rescue  and  Recreational  boasts  everywhere  in  the  world  except the Middle
East(including  Egypt,  Lebanon,  Turkey,  Syria,  Jordan,  Iraq,  Saudi Arabia,
Bahrain,  Oman,  Qatar,  the  UAE  and  Yemen).

In  addition,  Rockwell  was  assigned the contractual right to use the Fire and
Rescue  Jet design as provided for under the 2001 License Agreement made between
Sonic Jet Performance, Inc. and Mardikian Marine Design et al dated December 21,
2001.

"PENNY  STOCK"  RULES  MAY  MAKE  BUYING  OR  SELLING  OUR SECURITIES DIFFICULT.

Trading in our securities is subject to the Securities and Exchange Commission's
"penny  stock"  rules  and it is anticipated that trading in our securities will
continue  to be subject to the penny stock rules for the foreseeable future. The
Securities and Exchange Commission has adopted regulations that generally define
a  penny  stock  to  be any equity security that has a market price of less than
$5.00  per  share,  subject  to certain exceptions. These rules require that any
broker-dealer  who  recommends  our  securities  to  persons  other  than  prior
customers  and  accredited  investors  must,  prior  to the sale, make a special
written  suitability determination for the purchaser and receive the purchaser's
written  agreement to execute the transaction. Unless an exception is available,
the regulations require the delivery, prior to any transaction involving a penny
stock,  of a disclosure schedule explaining the penny stock market and the risks
associated  with  trading in the penny stock market. In addition, broker-dealers
must  disclose  commissions payable to both the broker-dealer and the registered
representative  and  current  quotations  for  the  securities  they  offer. The
additional  burdens  imposed  upon  broker-dealers  by  such  requirements  may
discourage  broker-dealers  from  recommending  transactions  in our securities,
which  could  severely  limit  the  liquidity of our securities and consequently
adversely  affect  the  market  price  for  our  securities.

OUR  SECURITIES  HAVE BEEN THINLY TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD,
WHICH  MAY  NOT  PROVIDE  LIQUIDITY  FOR  OUR  INVESTORS.

Our  securities  are  quoted  on  the  Over-the-Counter  Bulletin  Board.  The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides  significantly  less liquidity than the NASDAQ Stock Market or national
or  regional exchanges. Securities traded on the Over-the-Counter Bulletin Board
are usually thinly traded, highly volatile, have fewer market makers and are not
followed  by  analysts.  The Securities and Exchange Commission's order handling
rules,  which  apply  to  NASDAQ-listed  securities,  do not apply to securities
quoted on the Over-the-Counter Bulletin Board. Quotes for stocks included on the
Over-the-Counter  Bulletin Board are not listed in newspapers. Therefore, prices
for  securities  traded  solely  on  the  Over-the-Counter Bulletin Board may be
difficult  to obtain and holders of our securities may be unable to resell their
securities  at  or  near  their  original  acquisition  price,  or at any price.

INVESTORS  MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER BULLETIN BOARD
SECURITIES.  AS  A  RESULT, YOU MAY NOT BE ABLE TO BUY OR SELL OUR SECURITIES AT
THE  TIMES  THAT  YOU  MAY  WISH.

Even  though  our  securities are quoted on the Over-the-Counter Bulletin Board,
the  Over-the-Counter  Bulletin  Board  may  not  permit  our  investors to sell
securities when and in the manner that they wish. Because there are no automated
systems  for negotiating trades on the Over-the-Counter Bulletin Board, they are
conducted  via  telephone.  In  times of heavy market volume, the limitations of
this  process  may  result  in  a  significant  increase in the time it takes to
execute  investor orders. Therefore, when investors place market orders an order
to  buy  or  sell  a specific number of shares at the current market price it is
possible  for  the  price  of  a stock to go up or down significantly during the
lapse  of  time  between  placing  a  market  order  and  its  execution.

WE  DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE; THEREFORE, YOU MAY
NEVER  SEE  A  RETURN  ON  YOUR  INVESTMENT.

We  do  not  anticipate the payment of cash dividends on our common stock in the
foreseeable  future.  We anticipate that any profits from our operations will be
devoted to our future operations. Any decision to pay dividends will depend upon
our  profitability  at  the  time,  cash  available  and  other  factors.



ITEM  7.  FINANCIAL  STATEMENTS.




                             XTREME COMPANIES, INC.

                              Financial Statements
                      For the Year Ended December 31, 2004



                           INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors  and  Stockholders  of
Xtreme  Companies,  Inc.


We  have audited the accompanying balance sheet of Xtreme Companies, Inc., as of
December  31,  2004,  and  the  related  statements of operations, stockholders'
equity  (deficit)  and  cash  flow  for  the  year  then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of Xtreme Companies, Inc. at
December  31, 2004, and the results of their operations and their cash flows for
the year then ended, in conformity with accounting principles generally accepted
in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.   As  discussed in Note 1 to the
financial  statements,  the  Company's  recurring losses from operations and its
difficulties  in  generating  sufficient  cash  flow  to meet its obligation and
sustain  its operations raise substantial doubt about its ability to continue as
a going concern.  Management's plans concerning these matters are also described
in  Note  1.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



/s/  Michael  Johnson  &  Co.,  LLC
Michael  Johnson  &  Co.,  LLC
Denver,  Colorado
April  13,  2005


<TABLE>
<CAPTION>


                             Xtreme Companies, Inc.
                                 Balance Sheet
                               December 31, 2004


ASSETS
<S>                                                     <C>            <C>
                                                                2004           2003
                                                        -------------  -------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $    110,673   $     61,752
Inventory. . . . . . . . . . . . . . . . . . . . . . .             -         84,821
Note receivable. . . . . . . . . . . . . . . . . . . .       144,605              -
Prepaid expenses . . . . . . . . . . . . . . . . . . .         2,955          2,955
Deposits . . . . . . . . . . . . . . . . . . . . . . .         4,514         14,514
                                                        -------------  -------------

   TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . .       262,747        164,042
                                                        -------------  -------------

NET PROPERTY & EQUIPMENT . . . . . . . . . . . . . . .         4,440          5,444
                                                        -------------  -------------

 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $    267,187   $    169,486
                                                        =============  =============


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses. . . . . . . . .  $    389,515   $    421,577
Payroll tax liabilities. . . . . . . . . . . . . . . .       118,375        118,375
Deferred revenues. . . . . . . . . . . . . . . . . . .        68,000              -
                                                        -------------  -------------

     TOTAL CURRENT LIABILITIES . . . . . . . . . . . .       575,890        539,952
                                                        -------------  -------------

LONG TERM LIABILITIES
Long-term debt, less current portion . . . . . . . . .       586,150        368,783
                                                        -------------  -------------

  TOTAL LIABILITIES. . . . . . . . . . . . . . . . . .     1,162,040        908,735
                                                        -------------  -------------

COMMITMENTS AND CONTINGENCIES, NOTE 6

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized
  shares at $.001 par value, 11,035,156 shares issued
  and outstanding at December 31, 2004 . . . . . . . .        11,035          7,118
Additional paid-in capital . . . . . . . . . . . . . .    16,861,183     15,555,172
Shares to be issued. . . . . . . . . . . . . . . . . .      (110,000)      (110,000)
Subscriptions receivable . . . . . . . . . . . . . . .             -              -
Accumulated deficit. . . . . . . . . . . . . . . . . .   (17,657,071)   (16,191,539)
                                                        -------------  -------------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT) . . . . . .      (894,853)      (739,249)
                                                        -------------  -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT) . . . . . . . . . . . . . . . . . .  $    267,187   $    169,486
                                                        =============  =============
</TABLE>


<TABLE>
<CAPTION>





                             Xtreme Companies, Inc.
                            Statement of Cash Flows
                                Indirect Method




<S>                                            <C>           <C>
                                                      2004        2003
                                               ------------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . .  $(1,465,532)  $(538,431)
Adjustment to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization. . . . . . .        1,004          46
Writedown of assets . . . . . . . . . . . . .       84,821     127,418
Issuance of stock for services. . . . . . . .      330,272      23,559
Issuance of stock for cancellation of debts .            -     425,080
Return of stock for cancellation of note. . .            -      74,753
Issuance of stock for officer's compensation.      111,929           -
Issuance of stock for directors' fees . . . .      149,240           -
Issuance of stock for debt inducement . . . .      154,338           -
Debt conversion feature expense . . . . . . .      185,200           -
(Increase) decrease in current assets:. . . .            -
Note receivable . . . . . . . . . . . . . . .     (144,605)          -
Deposits. . . . . . . . . . . . . . . . . . .       10,000     (10,000)
Prepaid expenses. . . . . . . . . . . . . . .            -      (7,469)
Increase (decrease) in current liabilities:
   Accrued expenses and accounts payable. . .      (77,446)   (150,891)
   Payroll tax liabilities payable. . . . . .            -      (3,671)
   Deferred revenues. . . . . . . . . . . . .       68,000           -
                                               ------------  ----------

NET CASH USED IN OPERATING ACTIVITIES . . . .     (592,779)    (59,606)
                                               ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory note . .      232,000           -
Proceeds from related party convertible debts      409,700     120,985
                                               ------------  ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES . .      641,700     120,985
                                               ------------  ----------

NET INCREASE IN CASH. . . . . . . . . . . . .       48,921      61,379

CASH AT BEGINNING OF PERIOD . . . . . . . . .  $    61,752   $     373
                                               ============  ==========

CASH AT END OF PERIOD . . . . . . . . . . . .  $   110,673   $  61,752
                                               ============  ==========

SUPPLEMENTAL DISCLOSURE OF CASHFLOWS
Interest paid . . . . . . . . . . . . . . . .          353           -
Income taxes paid . . . . . . . . . . . . . .            -           -
</TABLE>

<TABLE>
<CAPTION>


                             Xtreme Companies, Inc.
                      Consolidated Statement of Operations

<S>                                    <C>           <C>
                                              2004         2003
                                       ------------  -----------

NET REVENUE . . . . . . . . . . . . .  $   164,712   $        -

COST OF GOODS SOLD. . . . . . . . . .      129,211            -
                                       ------------  -----------
  GROSS PROFIT. . . . . . . . . . . .       35,501            -

OPERATING EXPENSES
Officer compensation. . . . . . . . .      231,929
Investor relations. . . . . . . . . .      183,150            -
Sales commissions . . . . . . . . . .      152,404            -
Directors' fees . . . . . . . . . . .      149,240            -
Writedown of assets . . . . . . . . .       84,821      127,418
Professional fees . . . . . . . . . .       84,654            -
Salaries. . . . . . . . . . . . . . .       65,130            -
Rent. . . . . . . . . . . . . . . . .       54,331            -
Financing inducement fees . . . . . .       41,400            -
Federal grant solicitation. . . . . .       35,357            -
Depreciation and amortization . . . .        1,004           46
Other operating expenses. . . . . . .      207,406      379,648
                                       ------------  -----------
                                         1,290,826      507,112
                                       ------------  -----------

  LOSS FROM OPERATIONS. . . . . . . .   (1,255,325)    (507,112)
                                                     -----------

OTHER INCOME (EXPENSES)
Interest expense. . . . . . . . . . .     (210,207)     (31,319)
                                       ------------  -----------

  LOSS BEFORE INCOME TAXES. . . . . .   (1,465,532)    (538,431)
                                       ------------  -----------

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

  NET LOSS. . . . . . . . . . . . . .  $(1,465,532)  $ (538,431)
                                       ============  ===========

BASIC AND DILUTED NET LOSS PER SHARE.  $     (0.15)  $    (0.40)
                                       ============  ===========

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING. . . . . . . . . .   10,101,467    1,347,350
                                       ============  ===========
</TABLE>

<TABLE>
<CAPTION>

                             Xtreme Companies, Inc.
                  Statements of Changes in Stockholders Equity


<S>                                   <C>            <C>           <C>               <C>             <C>              <C>
                                                                                                                      Total
                                            Common Stock           Additional        Deferred        Accumulated      Stockholders'
                                      Shares         Par .001      Paid in Capital   Compensation    Deficit          Equity

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

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

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

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

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

Beneficial conversion feature
on convertible debentures. . . . . .             -             -            185,200              -                -       185,200

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

Issuance of stock and stock warrants
for debt inducement. . . . . . . . .             -             -            155,888              -                -       155,888

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

BALANCE, December 31, 2004 . . . . .    11,035,156   $    11,035   $     16,861,183  $    (110,000)  $  (17,657,071)  $  (894,853)
                                      =============  ============  ================  ==============  ===============  ============
</TABLE>

                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Business  and  Basis  of  Presentation
--------------------------------------

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

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

The  accompanying  audited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2003 audited financial statements were
filed  on  April  14,  2004  with the Securities and Exchange Commission and are
hereby  referenced.  In  the  opinion  of management, all adjustments considered
necessary  for  a  fair  presentation  have  been  included.

Going  Concern
--------------

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as  a going concern. The Company's
current  liabilities  exceed  the  current assets by $313,143 as of December 31,
2004.  The  Company  had operating losses of $1,255,325 and $507,112 in 2004 and
2003,  respectively.

The  Company's  management is currently pursuing equity and/or debt financing in
an  effort  to  restart operations.  The future success of the Company is likely
dependent  on  its  ability to attain additional capital to develop its proposed
products  and  ultimately,  upon  its  ability  to  attain  future  profitable
operations.  There  can  be  no assurance that the Company will be successful in
obtaining  such  financing,  or  that  it  will  attain positive cash flows from
operations.

Principles  of  Consolidation
-----------------------------

The  consolidated financial statements include the accounts of Xtreme Companies,
Inc  and its wholly owned subsidiary.  All significant intercompany accounts and
transactions  are  eliminated  in  consolidation.

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

Cash  and  Cash  Equivalents
----------------------------
The  Company  considers all highly liquid investments purchased with an original
maturity  at  date  of  purchase of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.

Note  Receivable
----------------

During  December  2004,  the  Company providing financing to Challenger Offshore
("Challenger"),  a  Missouri  boat  manufacturer.  The  Company  provided  this
financing  in  the form of a note receivable.  Repayment and interest terms were
not  determined  as  of the date of these financial statements.  The Company has
signed  a  marketing  and  distribution  agreement with Challenger subsequent to
December  31,  2004,  as  described  in  the  subsequent events footnote herein.

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

Inventory
---------
Inventories  consist  of  a  variety of wholesale goods purchased for individual
resale  and  are  stated  at  the  lower  of  cost,  determined by the first-in,
first-out ("FIFO") method, or market. The Company has reviewed its inventory for
obsolescence on a quarterly basis since operations began and has written-off its
inventory  identified  for  obsolescence  in  2004  and  2003,  respectively.

Property  &  Equipment
----------------------
Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5  years),  software  (3 years), office equipment and furniture (3-7
years),  tenant  improvements  (life  of  the  lease - approximately 60 months).


Long-Lived  Assets
------------------

SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset may not be recoverable.  The Company has adopted
this statement and determined an impairment loss was needed to be recognized for
applicable  assets  of  continuing  operations  in  2004.

Stock  Based  Compensation
--------------------------

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

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

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

Fair  Value  of  Financial  Instruments
---------------------------------------

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of  December  31,  2004  and December 31, 2003, the
Company's  notes  payable  have  stated borrowing rates that are consistent with
those  currently available to the Company and, accordingly, the Company believes
the  carrying  value  of  these  debt instruments approximates their fair value.

Revenue  Recognition
--------------------

The  Company  recognizes  income when the products are received by the customer.
The  Company applies the provisions of SEC Staff Accounting Bulletin ("SAB") No.
104,  "Revenue  Recognition  in Financial Statements" which provides guidance on
the recognition, presentation and disclosure of revenue in financial statements.
SAB  No.  104  outlines the basic criteria that must be met to recognize revenue
and  provides  guidance  for the disclosure of revenue recognition policies. The
Company's  revenue recognition policy for sale of products is in compliance with
SAB  No.  104.  Revenue  from  the  sale of products is recognized when a formal
arrangement  exists,  the  price  is  fixed  or  determinable,  the  delivery is
completed  and  collectibility  is  reasonably  assured.  Generally, the Company
extends  credit  to  its  customers and does not require collateral. The Company
performs  ongoing credit evaluations of its customers and historic credit losses
have  been  within  management's  expectations.  The  Company accounts for sales
returns  related  to  product sales on an individual basis, as they occur. Sales
returns  related  to  product  sales  have  not  been  significant  in the past.


Net  Loss  Per  Share
---------------------

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

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
may have a dilutive effect on the Company's earnings per share in the future but
are  not  included  in  the  calculation  for  the  year  ended

Advertising  Costs
------------------

Advertising  and  promotional  activities  are  expensed  when  incurred.  Total
advertising  costs  were $6,950 and $0 for the years ended December 31, 2004 and
2003,  respectively.

Shipping  and  Handling  Costs
------------------------------

Shipping  and  handling costs are expensed when incurred. The Company recognizes
all  revenues  and  change  of  title to be FOB destination point. All sales are
recorded  when  the products are received by the customer. The Company bills its
customers on a separate basis for shipping and handling costs. Amounts billed to
customers  for  shipping  and  handling  are  recorded  as  revenues,  and  more
specifically within the "product sales" revenue subcategory. Amounts incurred by
the  Company for shipping and handling costs related to the sale and delivery of
goods to its customers are included in other operating expenses in the statement
of  operations.  Total  shipping  and  handling costs were $4,591 and $0 for the
years  ended  December  31,  2004  and  2003,  respectively.

Income  Taxes
-------------

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

Deferred  tax  assets:
    Net  operating  loss  carryforwards                     $17,657,071
    Valuation  allowance  for  deferred  tax  assets        (17,657,071)
                                                        ---------------
    Net  deferred tax assets                            $             -
                                                            ===========

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain.  Accordingly, the net deferred tax
assets  have  been  fully  offset  by a valuation allowance.  As of December 31,
2004,  the  Company  had  net  operating  loss  carryforwards  of  approximately
$17,657,071  or  federal  income tax purposes.  Utilization of the net operating
loss  may  be  subject  to  substantial  annual limitations due to the ownership
change  limitations  provided  by  the  Internal  Revenue Code and similar state
provisions.  The  annual  limitation  could  result in the expiration of the net
operating  loss  before  utilization.



2.     PROPERTY  AND  EQUIPMENT

Property  and equipment at December 31, 2004 and 2003 consists of the following:



<TABLE>
<CAPTION>

<S>                                             <C>       <C>
                                                   2004     2003
                                                --------  -------
Machinery & equipment. . . . . . . . . . . . .  $ 4,505   $4,505
Furniture and fixtures . . . . . . . . . . . .      985      985
                                                --------  -------
                                                  5,490    5,490
Less accumulated depreciation and amortization   (1,050)     (46)
                                                --------  -------
                                                $ 4,440   $5,444
                                                ========  =======
</TABLE>


3.     ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable and accrued expenses at December 31, 2004 and 2003 consists of
the  following:

<TABLE>
<CAPTION>

<S>               <C>            <C>
                         December 31,
                        -------------
                           2004      2003
                  -------------  --------
Accounts payable  $     173,289  $330,632
Accrued expenses        216,226    90,945
                  -------------  --------
                  $     389,515  $421,577
                  =============  ========
</TABLE>


                        See independent auditors' report.


4.     CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

During  the quarter ended March 31, 2004, the Company issued a total of $146,000
worth of 6%, 5-Year Term, Convertible Debentures. The Debentures pay six percent
(6%)  cumulative  interest and are subject to automatic conversion at the end of
five  years  from  the date of issuance at which time all Debentures outstanding
will  be  automatically  converted  based  upon  the  formula  set  forth in the
agreement.  The  Debentures convert at the lower of a) 75% of the lowest closing
bid  price  of the common stock during the 15 trading days immediately preceding
conversion  or  b) 100% of the average of the five lowest closing bid prices for
the  30  trading days immediately following the first reverse split in the stock
price.  In accordance with EITF 00-27 98-5, the beneficial conversion feature on
the  issuance  of the convertible debenture for the quarter ended March 31, 2004
has  been  recorded  is  interest  expense  in  the  amount  of  $36,500.

During  the  quarter  ended  September  30,  2004, the Company issued a total of
$232,000 worth of 10%, 5-Year Term, Convertible Promissory Notes. The Promissory
Notes  pay  ten  percent  (10%) cumulative interest and are subject to automatic
conversion  at the end of five years from the date of issuance at which time all
Debentures  outstanding  will  be automatically converted based upon the formula
set  forth  in the agreement. The Debentures convert at varying discounts to the
market  price  of  the  Company's  common  stock.  Management  has estimated the
average  discount  to be 30% of the market price.  In accordance with EITF 00-27
98-5,  the  beneficial  conversion  feature  on  the issuance of the convertible
debenture for the quarter ended September 31, 2004 has been recorded is interest
expense  in  the  amount  of  $69,600.

During  the  quarter  ended  December  31, 2004, the Company issued a discounted
total  of  $316,400  worth of 8%, 5-Year Term, Convertible Debentures. The total
discount  in  the  amount  of  $52,700  is amortized over the 5-year term of the
debentures.  The  holders  of the debentures are also granted stock of 1,400,000
shares  of common stock. The value of the stock was $154,000, which is amortized
over  the  5  year  term  of the debentures. Total amortization related to these
particular  convertible  debentures  and  warrants  was  $338 for the year ended
December  31,  2004.  The warrants associated with the convertible debenture are
not  detachable. The Debentures shall pay eight percent (8%) cumulative interest
and  are  subject  to automatic conversion at the end of five (5) years from the
date  of issuance at which time all Debentures outstanding will be automatically
converted  based  upon  the  formula  set forth in the agreement. The Debentures
convert  at  the  lower  of a) 75% of the lowest closing bid price of the common
stock  during the 15 trading days immediately preceding conversion or b) 100% of
the  average  of  the  five  lowest  closing  bid prices for the 30 trading days
immediately  following the first reverse split in the stock price. In accordance
with  EITF  00-27 98-5, the beneficial conversion feature on the issuance of the
convertible debentures for the quarter ended December 31, 2004 has been recorded
in  the  amount  of  $79,100,  equal  to  25%  of  the  face value of each note.

5.     COMMITMENTS  AND  CONTINGENCIES

Legal  Matters
--------------

The  Company  is  involved  in  certain  legal actions and claims arising in the
ordinary  course  of  business.  It  is  the  opinion  of  management, that such
litigation  and  claims  will  be  resolved  without  a  material  effect on the
Company's  financial  position.

6.     CAPITAL  STOCK  TRANSACTIONS

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

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

During the year ended December 31, 2004, the following common stock transactions
were  made:

The Company issued 450,000 shares of the Company's common stock to an officer of
the Company as compensation valued at $111,929 and agreed to issue an additional
1,930,000  shares  for  various  services  totaling  $330,272.

The  Company  issued 600,000 shares of the Company's common stock for directors'
compensation  amounting  to  $149,240.

The  Company  issued  1,294,581  shares  of  the  Company's common stock for the
conversion  of  $341,977  in  debts  incurred  in  previous  years.
The  Company  agreed  to  issue  1,400,000 shares of the Company's common stock,
valued  at  $154,000  to  a  majority  stockholder  as  an inducement to provide
financing  to  the Company.  The Company also issued 38,400 warrants to purchase
common  stock, valued at $1,888, to a majority stockholder.  The warrants have a
strike  price  of  $.11 a share and are exercisable at any time over a five year
term  beginning  December  15,  2004.


7.     RENTS

The Company occupies office space on a month to month basis as a tenant-at-will,
in  Stanton,  California.  The  Company  has  occupied  this  office space since
October  2003.  Rents  are  scheduled  at  $1,695  a  month.


8.     SUBSEQUENT  EVENTS

On  March  1,  2005,  the  Company  entered  into  a  Marketing and Distribution
Agreement  with  Marine  Holdings, Inc., a Missouri corporation d/b/a Challenger
Offshore  ("Challenger"), and Ronald DiBartolo and Gailynn DiBartolo, the owners
of  all  of  the  outstanding  shares  of  common stock of Marine Holdings, Inc.

Pursuant  to  the  Marketing  and  Distribution  Agreement,  the  Company  will
administer  all  marketing and sales efforts and be the exclusive distributor of
leisure,  fishing and performance boats manufactured by Challenger.  The Company
will  offer our key personnel, resources and capital to Challenger to facilitate
the  sales  of  Challenger's  products  through  dealer networks, industry trade
shows,  directly  selling  and other distributors. All purchase orders will flow
through  us  and  will  be  immediately  assigned to Challenger for fulfillment.
Challenger will procure all inventory and assume responsibility for the shipping
and  delivery  of all of its products ordered by the purchaser. The Company will
receive  a  five  percent  cash  commission,  based  on the total sales price as
represented  on  purchase  orders  received  by us or Challenger for all product
sales.

The  Company  will pay five percent of the total outstanding shares of Xtreme on
the  closing date to Challenger for the right to market, sell and distribute its
products upon the terms and subject to the conditions set forth in the Marketing
and  Distribution Agreement. Furthermore, Challenger will offer the option to us
to  purchase  one-hundred  percent  of  the outstanding shares of the Challenger
shares  upon  the terms and subject to the conditions set forth in the Marketing
and  Distribution  Agreement.

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

The  following  table  sets  forth  the  name,  age,  positions,  and offices or
employments  for  the  past five years as of December 31, 2004, of our executive
officers  and directors. Members of the board are elected and serve for one year
terms  or  until  their  successors are elected and qualify. All of the officers
serve  at  the  pleasure  of  the  Board  of  Directors.


NAME                        AGE       POSITION

Kevin  Ryan                 33        Chief  Executive  Officer  and  Director
Barrett  Evans              33        Director,  Interim Chief Financial Officer
Michael  Novielli           40        Director,  Chairman
Douglas  Leighton           36        Director
Theodore  Smith             28        Director,  Secretary


KEVIN  RYAN  has  served as our CEO and Chairman since October 1, 2003. Prior to
taking  on these responsibilities, Mr. Ryan played an integral role in acquiring
the boat assets from the former parent company. As a major investor in Sonic Jet
Performance,  Inc.  he  has  been  involved  with  us since 2001 and has a broad
understanding  of the boating/fire/rescue industry, having also guided us in our
overall  business  strategy. Mr. Ryan has gained experience with federal grants,
having helped Sonic Jet Performance secure a government contract with the United
States  Army  in  2003.

Prior  to  joining  Xtreme, in 2003 Mr. Ryan worked as a venture capitalist with
eFund  Capital  Partners,  LLC  since  1999.  While  with  eFund,  he  has  been
instrumental  in  funding  several start-up companies as well as assisting these
companies  with  overall  business strategy. In 1998, Mr. Ryan earned his Series
Seven,  Series  63  and  Life & Disability licenses while working as a financial
consultant  for  WM  Financial  Services,  before  moving  on to eFund. Mr. Ryan
received  his Bachelor's degree from the University of Southern California, with
an  emphasis  in  entrepreneurship,  management,  sales  and  marketing.

BARRETT  EVANS has been our director since January 7, 2004 and our Interim Chief
Financial  Officer  since  January 7, 2003. Mr. Evans is eFund Capital Partner's
Managing  Partner. In 1990, Mr. Evans started his career with Cruttenden Roth, a
regional  emerging  growth  focused  investment  bank.  At Cruttenden, Mr. Evans
developed  significant relationships with institutional investors. Additionally,
Mr.  Evans was engaged in all facets of investment banking from private debt and
equity financing to Initial Public Offerings, retail brokerage and institutional
trading,  Mezzanine  financing  and  bridge  capital.

Mr.  Evans founded BRE Investments & Consulting, LLC. in 1996. BRE Investments &
Consulting  evolved  into  what  is now eFund Capital Partners in 1999. At eFund
Capital Partners, Mr. Evans has utilized his institutional contacts to help fund
numerous  start-up  companies and has advised these companies on a wide range of
issues  including  raising  capital,  securing  management  and overall business
strategy.  Mr.  Evans  received  his  Bachelor's  degree  from the University of
California,  Santa  Barbara.

MICHAEL  A.  NOVIELLI  has  served  as  our  director since January 7, 2003. Mr.
Novielli  is a Managing Partner of Dutchess Capital Management, LLC and Dutchess
Advisors, LLC. A co-founder of Dutchess in 1996, Mr. Novielli advises the senior
management  of  issuers in which Dutchess Private Equities Fund LP has invested,
in  areas  of business development, legal, accounting and regulatory compliance.
Prior  to co-founding Dutchess, Mr. Novielli was a partner at Scharff, Witchel &
Company, a 40 year-old, full service investor relations firm, where he consulted
with  publicly-traded  companies  on  areas of finance and business development.
Prior  to  joining  Scharff,  Mr.  Novielli  was Vice-President of Institutional
Sales-Private  Placements  at  Merit  Capital  Associates,  an  independent NASD
registered  broker-dealer.  Before  joining  Merit,  Mr.  Novielli  began  his
investment  career at PaineWebber, where he served for approximately three years
as  a  registered  representative  servicing  high  net  worth  individuals  and
institutional  clientele. Mr. Novielli has held series 7, 63 and 65 licenses and
received  his  B.S.  in  Business  from the University of South Florida in 1987.

DOUGLAS  LEIGHTON has served as our director since January 7, 2004. Mr. Leighton
is a Managing Partner of Dutchess Capital Management, LLC and Dutchess Advisors,
LLC.  A  co-founder  of  Dutchess  in  1996,  Mr.  Leighton oversees trading and
portfolio  risk  management  of  investments  made on behalf of Dutchess Private
Equities  Fund  LP.  Prior to co-founding Dutchess, Mr. Leighton was founder and
president  of Boston-based Beacon Capital from 1990-1996, which engaged in money
management.  Mr.  Leighton  holds  a  BS/BA  in  Economics  &  Finance  from the
University  of  Hartford.

THEODORE  SMITH  has  served  as  our  director since January 7, 2004. Mr. Smith
serves  as  Executive Vice President of Dutchess Advisors LLC, whom he joined in
1998  and  is  a  liaison  between Dutchess Capital Management, LLC on behalf of
Dutchess  Private  Equities  Fund,  LP and senior management of companies in the
Fund's  portfolio.  Prior to joining Dutchess in 1998, Mr. Smith was a principal
at  Geneva Atlantic Capital, LLC where he focused on assisting corporate clients
with  SEC  compliance  matters,  business  plan preparation and presentation and
capital  markets  financing.  Mr. Smith received his BS in Finance and Marketing
from  Boston  College. Mr. Smith has also served as a director of several public
as  well  as  private  companies.

EMPLOYMENT  AGREEMENTS

We have an employment agreement with Kevin Ryan, our Chief Executive Officer, on
a  monthly  salary of $10,000. Mr. Ryan was given a 450,000 shares of our common
stock.  He was also given a bonus package that included a 5% commission override
on  the  gross  dollar  total  of every boat sold during each quarter. The bonus
money  will  be paid on the last day of each quarter. His employment is at will.
He may terminate this employment relationship at any time for any reason with or
without  cause.

BOARD  OF  DIRECTORS

We  currently  have  five  members of our Board of Directors, who are elected to
annual  terms  and until their successors are elected and qualified or until his
resignation  or  removal  by  the board. Executive officers are appointed by the
Board of Directors on an annual basis and serve until their successors have been
duly  elected  and qualified. There are no family relationships among any of our
directors,  officers  or  key  employees.

AUDIT  COMMITTEE

We  do not have a separate Audit Committee. Our full Board of Directors performs
the  functions  usually  designated to an Audit Committee. Mr. Evans, a Director
and  our  Interim  Chief  Financial  Officer,  qualifies  as an "audit committee
financial  expert"  under  the  rules of the Securities and Exchange Commission.

SECTION  16(A)BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of our
common  stock,  to  file  initial reports of ownership and reports of changes in
ownership  with  the  Securities  and  Exchange  Commission. Executive officers,
directors  and  greater  than  ten percent beneficial owners are required by SEC
regulation  to  furnish  us with copies of all Section 16(a) forms they file. To
our  knowledge, based solely on a review of the copies of such reports furnished
to us and written representations from our executive officers and directors, all
required  reports  were  filed  during  the fiscal year ended December 31, 2004.

During  2003,  Barrett Evans filed a report of Form 3 for his indirect ownership
of  shares beneficially owned by eFund Capital Partners, LLC and eFund Small-Cap
Fund,  L.P. late. Except for this late filing, we believe that all other Section
16(a)  filing  requirements  applicable to the executive officers, directors and
greater  than  ten  percent  beneficial  owners  were  complied  with.

CODE  OF  ETHICS

We  have  adopted  a  code  of  ethics  that  applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller, or persons performing similar functions. Our Code of Ethics is filed
with  our  Report  on  Form  10-KSB  for  the period ending December 31, 2003 as
Exhibit  14.1.

ITEM  10.  EXECUTIVE  COMPENSATION.



<TABLE>
<CAPTION>
<S>                              <C>   <C>             <C>       <C>        <C>            <C>          <C>     <C>
                                       Annual                                             Long Term
                                       Compensation                                       Compensation
                                                                                    Awards                      Payouts
                                                                  Other      Restricted   Securities
                                                                  Annual     Stock        Underlying     LTIP        All Other
Name and Principal Position  Year (1)  Salary ($)      Bonus ($)  Comp. ($)  Awards ($)   Options/SARs   Payout ($)  Comp. ($)

Kevin Ryan
CEO and Director. . . . . .      2004  $4,500 (1) (2)          0          0     111,929               0           0           0
Donald Bradly . . . . . . .      2003  $     0.00 (1)          0          0       n     0             0           0           0
                                 2002  $     0.00 (1)          0          0            0              0           0           0

<FN>

(1)     Mr.  Donald Bradley served as our CEO from 2002 until his resignation September 26, 2003.  Before this time, we did not
have  a  CEO  and  only  had  a  President.  As  of  that  date, Mr. Bradley had not been paid for his services.  Mr. Bradley's
successor,  Kevin Ryan, agreed to be paid $10,000 per month through the fiscal year ending December 31, 2003. However, Mr. Ryan
deferred  $35,500  until  such  time  we  are  capitalized  enough  to  pay  for  his  services.

(2)     Mr. Ryan was granted 150,000 shares that were registered pursuant to Form S-8 for his participation  as  a  member  of  our
board  of  directors  on  January  7,  2004.

</TABLE>

DIRECTORS  COMPENSATION

On February 13, 2004, we issued 150,000 registered shares of our common stock to
three directors for services. On February 27, 2004, we issued 150,000 registered
shares  of  our  common  stock to one director for services. On the same date we
issued  our  director and CEO, Kevin Ryan, 150,000 registered shares and 300,000
restricted  shares.  We  do  not have a formal plan to compensate our directors.
During the three months ended March 31, 2004, we issued 950,000 shares of common
stock  for  board  compensation  amounting  to  $260,569.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS.

The  following  table  sets  forth certain information concerning the beneficial
ownership  of  our outstanding classes of stock as of December 31, 2004, by each
person  known  by  us to own beneficially more than 5% of each class, by each of
our Directors and Executive Officers and by all Directors and Executive Officers
as  a  group.  Unless  otherwise  indicated below, to our knowledge, all persons
listed  below have sole voting and investment power with respect to their shares
of  common  stock except to the extent that authority is shared by spouses under
applicable  law.


<TABLE>
<CAPTION>
                                NAME AND ADDRESS
                               OF BENEFICIAL OWNER

<S>                                     <C>            <C>
                                        COMMON SHARES  PERCENTAGE
                                        BENEFICIALLY   OWNED
                                        OWNED
Kevin Ryan, CEO and Director (a) . . .        450,000        4.08%
Barrett Evans , Director(b). . . . . .      4,705,297       42.64%
Michael Novielli , Director(c) . . . .      2,837,500       25.71%
Douglas Leighton, Director (d) . . . .      2,837,500       25.71%
Ted Smith, Director (e). . . . . . . .        130,000        1.18%

eFund Capital Partners, LLC(f) . . . .      3,079,297       27.90%
eFund Small-Cap. Fund(g) . . . . . . .      1,496,000       13.56%
Dutchess Private Equities Fund, LP (h)        966,667        8.76%


All Directors and Officers as a group.      8,122,797       73.61%
<FN>

The number of shares of common stock issued and outstanding on December 31, 2004
was  11,035,156  shares. The calculation of percentage ownership for each listed
beneficial  owner  is based upon the number of shares of common stock issued and
outstanding on December 31, 2004, plus shares of common stock subject to options
held  by  such  person  on  December  31,2004  and  exercisable  within  60 days
thereafter.

(a)  Mr.  Ryan has sole voting and dispositive power of 450,000 shares of common
stock  t.  Mr.  Ryan's address is c/o Xtreme Companies, Inc., 11782 Western Ave.
Unit  18,  Stanton,  CA  90680.

(b) Mr. Evans has sole voting and dispositive power 130,000 shares issued to him
January  2004 , Mr. Evans is also the managing member of eFund Capital Partners,
LLC  and  has  indirect ownership of  2,439,297 shares in that entity. Also, Mr.
Evans  is  managing  partner of eFund Small-Cap fund and has indirect control of
1,496,000  shares  in  that  entity.  As  of December 31, 2004, eFund Small Cap.
Fund  ,  L.P  owns  $96,000  of  convertible  debentures.  The  Debentures  are
convertible  into  our  common  stock  at the lesser of 75% or 80% of the lowest
closing  bid  price of the common stock during the previous fifteen trading days
or  100%  of  the  average bid prices of the common stock for the twenty trading
days  prior  to  closing. As of December 31, 2004, the debenture was convertible
into  640,000  shares  of  our  common  stock  based on the Debenture Conversion
formula.  Mr.  Evan's  address  is  301  East  Ocean  B,  Long  Beach, CA 90802.

(c)  Mr.  Novielli  has sole voting and dispositive power of 137,500 shares. Mr.
Novielli  is  a  member  of  our  board  of directors.  As of December 31, 2004,
Dutchess  Private  Equity  Fund,  L.P and Dutchess Private Equities Fund, II, LP
own  $360,000  whereby  we  issued  a  convertible debenture. The Debentures are
convertible  into  our  common  stock at the lesser of 75% or  80% of the lowest
closing  bid  price of the common stock during the previous fifteen trading days
or  100%  of  the  average bid prices of the common stock for the twenty trading
days  prior  to  closing. As of December 31, 2004, the debenture was convertible
into  2,400,000  shares  of  our  common stock based on the Debenture Conversion
formula.  Dutchess  Private  Equities  Fund,  LP  purchased  the  Debenture. Mr.
Novielli  is a managing member of Dutchess Capital Management, LLC which acts as
general  partner  to Dutchess Private Equities Fund, LP which owns an additional
300,000 shares. Mr. Novielli's address is 1110 Rt. 55, Suite 206, LaGrangeville,
NY  12540.

(d)  Mr.  Leighton  has sole voting and dispositive power of 137,500 shares. Mr.
Leighton  is  a  member  of  our  board  of  directors. As of December 31, 2004,
Dutchess Private Equity Fund, L.P and Dutchess Private Equities Fund, II, LP own
$360,000  whereby  we  issued  a  convertible  debenture.  The  Debentures  are
convertible  into  our  common  stock  at the lesser of 75% or 80% of the lowest
closing  bid  price of the common stock during the previous fifteen trading days
or  100%  of  the  average bid prices of the common stock for the twenty trading
days  prior  to  closing. As of December 31, 2004, the debenture was convertible
into  2,400,000  shares  of  our  common stock based on the Debenture Conversion
formula.  Dutchess  Private  Equities  Fund,  LP  purchased  the  Debenture. Mr.
Novielli  is a managing member of Dutchess Capital Management, LLC which acts as
general  partner  to Dutchess Private Equities Fund, LP which owns an additional
300,000 shares. Mr. Leighton's address is 312 Stuart St, Third Floor, Boston, MA
02116.

(e) Mr. Smith has sole voting and dispositive power of 130,000 shares. Mr. Smith
is  a  member  of  our board of directors. Mr. Smith's address is 312 Stuart St,
Third  Floor,  Boston,  MA  02116

(f) EFund Capital Partners, LLC is controlled by Barrett Evans. Mr. Evans is the
Managing  Member  of  EFund  Capital  Partners, LLC and a member of our board of
directors.  The  address  of  the  EFund Capital Partners, LLC is 301 East Ocean
Boulevard,  Suite  640,  Long  Beach,  California,  90802.

(g)  EFund Small-Cap Fund, L.P. is controlled by Barrett Evans. Mr. Evans is the
Managing  Partner  of  EFund  Small-Cap  Fund, L.P. and a member of our board of
directors.  The  address  of  the  EFund Small-Cap Fund, L.P., is 301 East Ocean
Boulevard,  Suite  640,  Long  Beach,  California,  90802.

</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

On February 18, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $28,000  whereby  we  issued  a  convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  February  18,  2004,  we  entered  into an investment agreement with Preston
Capital Partners, LLC for $28,000 whereby we issued a convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  October  18,  2004,  we  entered  into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $20,000  whereby  we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

On  October 18, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $18,000  whereby  we  issued  a  convertible debenture. The
debenture  is  convertible  into  our  common  stock at the lesser of 75% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of the average of the five lowest bid prices of the common stock
for  the  thirty  trading  days  prior  to  closing.

On  December  23,  2004,  we  entered into an investment agreement with Dutchess
Private  Equity  Fund,  II,  L.P  for  $240,000  whereby we issued a convertible
debenture.  The  debenture is convertible into our common stock at the lesser of
75%  of  the  lowest  closing  bid price of the common stock during the previous
fifteen trading days or 100% of the average of the five lowest bid prices of the
common  stock  for  the  thirty  trading  days  prior  to  closing.

ITEM  13.  EXHIBITS.
(a)  Exhibits.

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

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

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

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

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

4.3  Debenture  Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  October  18,  2004  (filed  herewith).

4.4  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
dated  October  18,  2004  (filed  herewith).

4.5  Debenture  Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  December  23,  2004  (filed  herewith).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

Jaspers  Hall  &  Johnson  were  our  primary auditors for the fiscal year ended
December  31,  2004.  Beckstead and Watts, LLP performed the year end audit on
Form 10-KSB for the year ended  December  31,  2003.

AUDIT  FEES

Beckstead  & Watts, LLP's audit of our annual financial statements and for their
review  of  our  Quarterly  Reports on Form 10-Q, Beckstead and Watts, LLP.
billed  us  a  total  of  $6,800  for  the  fiscal year ended December 31, 2003

For  Jaspers  Hall  &  Johnson  audit of our annual financial statements and for
their review of our Quarterly Reports on Form 10-Q, Jaspers Hall & Johnson, LLP,
Inc.  billed  us  a total of $10,750 for the fiscal year ended December 31, 2004

AUDIT RELATED FEES

None.

TAX  FEES

None.

ALL  OTHER  FEES

None.

THE  BOARD  OF  DIRECTORS  PRE-APPROVAL  POLICY  AND  PROCEDURES

We  do not have a separate Audit Committee. Our full Board of Directors performs
the  functions  of  an  Audit  Committee.  During fiscal year 2003, the Board of
Directors  adopted  policies  and  procedures  for the pre-approval of audit and
non-audit  services  for  the  purpose  of  maintaining  the independence of our
independent  auditors.  We may not engage our independent auditors to render any
audit  or  non-audit service unless either the service is approved in advance by
the  Board  of Directors or the engagement to render the service is entered into
pursuant  to the Board of Director's pre-approval policies and procedures. On an
annual  basis, the Board of Directors may pre-approve services that are expected
to be provided to us by the independent auditors during the following 12 months.
At  the  time  such  pre-approval  is  granted,  the Board of Directors must (1)
identify the particular pre-approved services in a sufficient level of detail so
that  management  will  not  be  called  upon  to  make judgment as to whether a
proposed  service  fits  within  the  pre-approved  services and (2) establish a
monetary limit with respect to each particular pre-approved service, which limit
may  not  be  exceeded  without obtaining further pre-approval under the policy.

The  Board  has considered whether the provision of the services described above
under the caption "All Other Fees" is compatible with maintaining Jaspers Hall &
Johnson  LLP's  independence.

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the undersigned, thereunto duly authorized, in the City of Stanton, State of
California  on  the  15th  day  of  April,  2005.

XTREME  COMPANIES,  INC.



          /s/  Kevin  Ryan
          ----------------
By:       Kevin  Ryan
          President  and  Chief  Executive  Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the Company and in
the  capacities  and  on  the  date  indicated.



SIGNATURE                       TITLE                              DATE
/s/  Kevin  Ryan          Director,  President,  and
----------------          Chief  Executive  Officer              April  15, 2005
Kevin  Ryan


/s/  Barrett  Evans         Director  and
-----------------         Interim  Chief  Financial  Officer
Barrett  Evans            (Principal  Accounting  Officer)        April 15, 2005


/s/  Michael  A.  Novielli
-----------------------   Chairman  of  the  Board  of  Directors
Michael  A.  Novielli                                            April  15, 2005


/s/  Douglas  H.  Leighton
-----------------------   Director
Douglas  H.  Leighton                                            April  15, 2005


/s/  Theodore  J.  Smith
---------------------     Director
Theodore  J.  Smith                                              April  15, 2005