UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                   FORM 10-KSB
       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                  EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

       [  ]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  no  revenues  for  the  fiscal  year  ended December 31, 2003.

As  of  March  31,  2004 the aggregate market value of the Issuer's common stock
held  by  non-affiliates  Was  $330,000  (based  on 550,000 non-affiliate shares
outstanding at the closing price of $0.60 per share of common stock on March 31,
2004  as  reported  by  the  Over-the-Counter  Bulletin  Board).

The  Issuer  had  9,310,552  shares  of common stock outstanding as of March 31,
2004.

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




<PAGE>
                             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                             9
ITEM  7   FINANCIAL  STATEMENTS                                              12
ITEM  8   CHANGES  IN  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING      21
        AND  FINANCIAL  DISCLOSURE
ITEM  8A  CONTROLS  AND  PROCEDURES                                          21

PART  III

ITEM  9  DIRECTORS  AND  EXECUTIVE  OFFICERS;  COMPLIANCE  WITH SECTION      21
       16(A)  OF  THE  EXCHANGE  ACT
ITEM  10  EXECUTIVE  COMPENSATION                                            23
ITEM  11  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND          24
         MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS
ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                 25
ITEM  13  EXHIBITS  AND  REPORTS  ON  FORM  8-K                              26
ITEM  14  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES                         26




<PAGE>


                                     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  did  not  have  any  revenues  in the fiscal year ended
December  31,  2003.

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

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  next  great  opportunity  in the boating industry for business
expansion  and  profits  is  in  Homeland  Security  fulfillment,  defense,
surveillance,  and  emergency response boats for municipalities and governments.
According  to  White  House  documents,  after  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  -  all national assets that are critical to
economic  and  national  security.  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.  The
program  has  been well received with more than thirty fire departments applying
so  far.  However,  we cannot determine if the ODP will grant any awards to fire
departments that apply, if any.  We have not generated any revenue or sales from
this  program  to  date  but, if successful, we could see future boat sales as a
result  of  the  program.

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.
Strategically  located  near  the  Long  Beach  &  Los Angeles Ports, and having
already  sold boats to the New York Port Authority, Xtreme is positioning itself
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.

                             Product Specifications
                             ----------------------
<TABLE>
<CAPTION>



<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.          6
-------  ----------  ----------  -----------  ---------
</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:

-     The  New  York  Port  Authority  bought  two  1250 Fire and Rescue Jets in
September  of 2003 and has an open purchase-order agreement which allows them to
buy more boats from us for the next two years at their option.  The revenue from
this  sale  was  recognized  by Force Protection, Inc., which formerly owned the
boat assets that we now own.  However, we received $70,474 from Force Protection
on  December  10, 2003, Inc. for these sales, which was recognized as additional
paid  in  capital  on  our  balance  sheet.

-     The  Anglesea  Volunteer  Fire  Company No.1 in North Wildwood, New Jersey
purchased  one  1250  Fire  and  Rescue  Jet  boat  on December 1, 2003 that was
delivered  in  March, 2004. The revenue from the boat sale will be recognized in
the  First  Quarter  of  2004.

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:  The 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 which we lease on a
contract  basis to specifically manufacture the hulls. 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 the greater of (a) $60,000
per  year  or (b) the percentage of the License's yearly gross revenue resulting
from  the sale of watercraft or other product that incorporate or include any of
the  licensed  designs  according  to  the  following  schedule:

<TABLE>
<CAPTION>



<S>                       <C>
Yearly Gross Revenue . .  Percent of Gross Revenue
------------------------  -------------------------
1.00 to $3,000,000. . .                       4.0%
------------------------  -------------------------
3,000,001 to $5,000,000                       3.0%
------------------------  -------------------------
5,000,001 to 10,000,000                       2.0%
------------------------  -------------------------
10,000,001 and up . . .                       1.0%
------------------------  -------------------------
</TABLE>



The  licensed  designs  and  Patents  are  as  follows:
<TABLE>
<CAPTION>



<S>                                               <C>

Patent/Design. . . . . . . . . . . . . . . . . .  Patent/Design Number
------------------------------------------------  -------------------------
Persona Watercraft with seat and Side Appendages  No. 356,989 April 4, 1995
------------------------------------------------  -------------------------
Vortex 22 foot closed bow boat . . . . . . . . .  Des. No. MD 1225-C
------------------------------------------------  -------------------------
Vortex 22 foot open bow boat . . . . . . . . . .  Des. No. MD 1226-O
------------------------------------------------  -------------------------
Vortex 19 foot closed bow boat . . . . . . . . .  Des. No. MD 1997-C
------------------------------------------------  -------------------------
Vortex 19 foot open bow boat . . . . . . . . . .  Des. No. MD 1998-O
------------------------------------------------  -------------------------


</TABLE>





CUSTOMERS

Our  target  market  is  primarily fire departments, port authorities, and other
governmental  agencies.  Thus,  we  have  a  limited  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 June 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. We
are  currently  preparing an answer denying these allegations.  While we believe
that  the  matter  will  be  resolved  in our favor and that the case is without
merit,  this  case  is  in the early stages of litigation and we can not predict
 the  outcome.  If  we  receive  an  unfavorable  ruling,  there is a
possibility  of  a  material  adverse  impact  of money damages on our financial
condition, results of operations, or liquidity of the period in which the ruling
occurs,  or  future  periods.

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

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

                                     PART II

ITEM  5.  MARKET  FOR REGISTRANT'S 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
                  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

                  2002 Fiscal Year
First Quarter                       0.08   0.33
Second Quarter                      0.08   1.00 (1:5 Rev Split)
Third Quarter                       0.60   1.10
Fourth Quarter                      0.45   1.05

</TABLE>



SHAREHOLDERS

As  of  March  10,  2004,  there were approximately 209 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  1,  2003,  we  entered  into  an investment agreement with Dutchess
Private  Equity Fund, L.P for $50,000 whereby we issued a convertible debenture.
The  debenture  is convertible into our common stock at the lesser of 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.

On  October  1,  2003,  we entered into an investment agreement with eFund Small
Cap.  Fund,  L.P  for  $50,000  whereby  we issued a convertible debenture.  The
debenture  is  convertible  into  our  common stock  at the lesser of 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.

ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

You should read this section together with our consolidated financial statements
and  related notes thereto included elsewhere in this report. 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
assume no obligation 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,  2002  COMPARED  WITH  YEAR ENDEDED DECEMBER 31, 2003

REVENUES

For  the  years  ended December 31, 2002 and 2003, we had no revenues.    During
2002,  we  operated  as Xtreme Webworks, but on November 30, 2002, we determined
that  internet  hosting  and marketing business was not strategic to our ongoing
objectives  and  we  discontinued  capital  and human resource investment in the
business.  We  did  not  generate  any  revenues in that business.  On April 26,
2002,  we  executed an Acquisition Agreement with Waste Renewal Systems, Inc., a
Nevada  Corporation.  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.    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.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

Operating, general and administrative expenses decreased $13,495,486 to $507,112
for  the  year  ended  December 31, 2003 as compared to $14,002,598 for the year
ended  December  31, 2002. The decrease in operating expenses for the year ended
December 31, 2003 occurred primarily due to the discontinuation of our operating
subsidiaries  and  because  $13,520,000  was  the  result of share issuances for
services  for  the  year  ended December 31, 2002 compared to $23,559 during the
year  ended  December  31,  2003.

Net  Loss

Net  loss  for  the  year  ended  December  31,  2003 decreased by approximately
$13,571,000  to  538,431  from 14,110,183 for the comparable period in the prior
year  as  a  result  of  the  decrease  in  overhead  expenses  due  to: (1) the
discontinuing of operations of Xtreme Webworks, Waste Management Renewal Systems
and  Nuclear  Reduction  Systems,  which was $107,585 and (2) in 2002 there were
share  issuances  that  totaled  $13,520,000 for services rendered. Furthermore,
during 2003, we wrote down $127,418 in assets.  Other general and administrative
expenses  totaled  $349,648.

Financing  Activities

On  October  1,  2003,  we  entered  into  an investment agreement with Dutchess
Private  Equity  Fund,  L.P  for  $50,000  whereby  we would issue a convertible
debenture.  The debenture is convertible into our common stock  at the lesser of
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.

On October 1, 2003, we entered into an investment agreement with eFund Small-Cap
Fund,  L.P  for  $100,000  whereby  we would issue a convertible debenture.  The
debenture  is  convertible  into  our  common  stock at the lesser of 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.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  December  31, 2003, we had assets of approximately $169,486, compared to
$117,544  as  of  December  31,  2002. The increase of approximately $51,942 was
primarily  due  acquisition  of  Rockwell  Power  Systems,  Inc.  Our  current
liabilities  decreased  from $1,017,521 as of December 31, 2002 to approximately
$908,735  as  of  December 31, 2003. This was due primarily to the conversion of
debt to common stock and the successful settlement of outstanding debt balances.

The New York Port Authority bought two 1250 Fire and Rescue Jets in September of
2003. The revenue from this sale was recognized by Force Protection, Inc., which
was  formerly  owned  the  boat  assets  which we now own.  However, we received
$70,474.14 from Force Protection on December 10, 2003 for these sales, which was
recognized  as  additional  paid  in  capital  on  our  balance  sheet

Inflation

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


                                  RISK FACTORS

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
$538,431  for  the  year  ended  December  31,  2003.

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.  Currently  we  have  no patents. 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




                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To  the  Board  of  Directors
Xtreme  Companies,  Inc.


We have audited the accompanying consolidated balance sheet of Xtreme Companies,
Inc.  and  subsidiary  as  of  December  31,  2003  and the related consolidated
statements  of  operations,  cash flows, and changes in stockholders' equity 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 auditing standards generally accepted
in  the  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 consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of Xtreme Companies,
Inc.  and subsidiary at December 31, 2003, and the results of its operations and
its 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  described  in Note 1 to the
financial  statements, conditions exists which raise substantial doubt about the
Company's  ability  to continue as a going concern unless it is able to generate
sufficient  cash  flows  to  meet  its  obligations  and sustain its operations.
Management's plans in regard to these matters are also discussed in Note 3.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




Denver,  Colorado
March  17,  2004


<TABLE>
<CAPTION>

                           Consolidated Balance Sheet
                           December 31, 2003 and 2002
                              Xtreme Companies, Inc


<S>                                                                        <C>            <C>
                                                                                   2003           2002
                                                                           -------------  -------------
ASSETS:

Current Assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     61,752   $        373
  Other receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . .             -         74,753
  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        84,821              -
  Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,000              -
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,469              -
     Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . .       164,042         75,126
                                                                           -------------  -------------

Property and Equipment:
    Furniture and fixtures. . . . . . . . . . . . . . . . . . . . . . . .           985         12,418
    Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . .         4,505          1,536
                                                                           -------------  -------------
                                                                                  5,490         13,954
    Less accumulated depreciation . . . . . . . . . . . . . . . . . . . .           (46)        (1,536)
      Net Fixed Assets. . . . . . . . . . . . . . . . . . . . . . . . . .         5,444         12,418
                                                                           -------------  -------------

Licensed technology . . . . . . . . . . . . . . . . . . . . . . . . . . .             -         30,000
                                                                           -------------  -------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    169,486   $    117,544
                                                                           =============  =============


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    330,632   $    632,074
  Payroll tax liabilities . . . . . . . . . . . . . . . . . . . . . . . .       118,375        122,056
  Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .        90,945         58,606
  Notes payable - related parties . . . . . . . . . . . . . . . . . . . .       368,783        204,785
   Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . .       908,735      1,017,521
                                                                           -------------  -------------

Long-Term Liabilities:
 Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -              -
                                                                                      -              -
                                                                           -------------  -------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . .       908,735      1,017,521
                                                                           -------------  -------------

Stockholders' Equity:
   Common stock, $.001 par value, 100,000,000 authorized,
     7,118,2152 and 30,790 issued and outstanding, respectively . . . . .         7,118             31
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .    15,555,172     14,773,863
  Treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -        (20,763)
  Retained deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .   (16,191,539)   (15,653,108)
  Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . .      (110,000)             -
                                                                           -------------  -------------
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . .      (739,249)      (899,977)
                                                                           -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT . . . . . . . . . . . . . . .  $    169,486   $    117,544
                                                                           =============  =============

The accompanying notes are an integral part of these financial statements
</TABLE>


<TABLE>
<CAPTION>


                             Xtreme Companies, Inc.
                            Statement of Cash Flows
                                Indirect Method


<S>                                               <C>         <C>

                                                       2003           2002
                                                  ----------  -------------

Cash Flows From Operating Activities:
  Net Income (Loss). . . . . . . . . . . . . . .  $(538,431)  $(14,110,183)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation/amortization. . . . . . . . . .         46          1,536
    Write-down of assets . . . . . . . . . . . .    127,418
    Issuance of stock for services . . . . . . .     23,559     13,520,000
    Issuance of stock for cancellation of debt .    425,080              -
    Return of stock for cancellation of note . .     74,753
    Allowance for doubtful accounts. . . . . . .          -          2,439
   Changes in assets and liabilities:
   Decrease(increase) in accounts receivable . .          -          4,877
   Decrease(increase) in other receivable. . . .          -         30,332
   (Increase) in deposits. . . . . . . . . . . .    (10,000)             -
   Increase in prepaid expenses. . . . . . . . .     (7,469)             -
   Increase (decrease) in payroll taxes. . . . .     (3,671)        53,551
   Increase (decrease) in unearned revenue . . .          -        (66,157)
   Increase in accrued expenses. . . . . . . . .     32,339              -
   Increase (decrease) in accounts payable . . .   (183,230)       396,177
                                                    478,825     13,942,755
                                                  ----------  -------------
Net Cash Used in Operating Activities. . . . . .    (59,606)      (167,428)
                                                  ----------  -------------

Cash Flow From Investing Activities:
  Proceeds from notes receivable . . . . . . . .          -         58,606
Net Cash Provided By Investing Activities. . . .          -         58,606
                                                  ----------  -------------

Cash Flow From Financing Activities:
  Note payable - net of principal payments . . .    120,985         94,199
  Proceeds from notes payable. . . . . . . . . .          -              -
  Proceeds from sale of stock. . . . . . . . . .          -              -
Net Cash Provided By Financing Activities. . . .    120,985         94,199
                                                  ----------  -------------

(Decrease) Increase in Cash. . . . . . . . . . .     61,379        (14,623)

Cash and Cash Equivalents - Beginning of period.        373         14,996
                                                  ----------  -------------

Cash and Cash Equivalents - End of period. . . .  $  61,752   $        373
                                                  ==========  =============



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

The  accompanying  notes  are  an  integral  part  of these financial statements
</TABLE>

<TABLE>
<CAPTION>

                             Xtreme Companies, Inc.
                      Consolidated Statement of Operations


<S>                                                                         <C>          <C>
                                                                                  2003           2002
                                                                            -----------  -------------

REVENUES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        -   $          -

OPERATING EXPENSES:
General and admininstrative. . . . . . . . . . . . . . . . . . . . . . . .     379,648     14,001,062
Amortization and depreciation. . . . . . . . . . . . . . . . . . . . . . .          46          1,536
Writedown of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .     127,418              -
  Total Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . .     507,112     14,002,598
                                                                            -----------  -------------

Loss from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .    (507,112)   (14,002,598)
                                                                            -----------  -------------

OTHER INCOME (EXPENSES)
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -              -
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -              -
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (31,319)             -
                                                                            -----------  -------------
                                                                               (31,319)             -
                                                                            -----------  -------------

Net loss before discontinued operations. . . . . . . . . . . . . . . . . .    (538,431)   (14,002,598)
                                                                            -----------  -------------

Loss from discontinued operations. . . . . . . . . . . . . . . . . . . . .           -       (107,585)
                                                                            -----------  -------------

NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (538,431)  $(14,110,183)
                                                                            ===========  =============

Weighted average number of
  shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,347,350            154
                                                                            ===========  =============

Net Earnings (Loss) per share. . . . . . . . . . . . . . . . . . . . . . .  $    (0.40)  $ (91,625.00)
                                                                            ===========  =============

The accompanying notes are an integral part of these financial statements
</TABLE>

<TABLE>
<CAPTION>

                             Xtreme Companies, Inc.
                  Statements of Changes in Stockholders Equity



<S>                                 <C>            <C>      <C>           <C>         <C>            <C>             <C>

                                          Common Stock      Additional
                                         -------------      Paid-In       Treasury    Retained       Deferred
                                    Shares         Amount   Capital       Stock       Deficit        Compensation    Totals
                                    -------------  -------  ------------  ----------  -------------  --------------  -------------
Balance -  December 31, 2001 . . .           790   $     1  $ 1,223,893   $       -   $ (1,542,925)  $           -   $   (319,031)

Shares issued
 for licensed technology . . . . .         5,000         5      799,995           -              -               -        800,000
Shares issued
 for licensed technology . . . . .        25,000        25   12,749,975           -              -               -     12,750,000
Shares returned to treasury. . . .             -         -            -     (20,763)             -               -        (20,763)
Net loss . . . . . . . . . . . . .             -         -            -           -    (14,110,183)              -    (14,110,183)
                                    -------------  -------  ------------  ----------  -------------  --------------  -------------
Balance - December 31, 2002. . . .        30,790        31   14,773,863     (20,763)   (15,653,108)              -       (899,977)
                                    -------------  -------  ------------  ----------  -------------  --------------  -------------

Shares issued for services . . . .            30         -        8,734           -              -               -          8,734
Return of stock for cancellation
of debt and accrued interest . . .          (361)        -      (90,410)          -              -               -        (90,410)
Issuance of stock for cancellation
of debt and accrued interest . . .         1,063         1      425,079           -              -               -        425,080
Issuance of stock for cancellation
of debt and accrued interest . . .           130         -       52,122           -              -               -         52,122
Shares issued for services . . . .         4,000         4        3,996           -              -               -          4,000
Deferred compensation. . . . . . .             -         -      120,000           -              -        (110,000)        10,000
Shares issued for services . . . .             -         -      (20,763)     20,763              -               -              -
Shares issued for services . . . .       800,000       800        7,200           -              -               -          8,000
Shares issued
 for inventory purchase. . . . . .     6,000,000     6,000      169,266           -              -               -        175,266
Capital contribution . . . . . . .             -         -      103,542           -              -               -        103,542
Shares issued for services . . . .         5,900         6           53           -              -               -             59
Shares issued for services . . . .       276,600       276        2,490           -              -               -          2,766
Net loss . . . . . . . . . . . . .             -         -            -           -       (538,431)              -       (538,431)
                                    -------------  -------  ------------  ----------  -------------  --------------  -------------
Balance - December 31, 2003. . . .     7,118,152     7,118   15,555,172           -    (16,191,539)       (110,000)      (739,249)
                                    -------------  -------  ------------  ----------  -------------  --------------  -------------
<FN>

The  accompanying  notes  are  an  integral  part  of  these  financial  statements
</TABLE>


<TABLE>
<CAPTION>

                                                     Xtreme Companies, Inc.
                                                          Debt Schedule
                                                  Year Ended December 31, 2003


<S>               <C>   <C> <C>          <C>         <C>          <C>          <C>          <C>    <C>         <C>       <C>
                                                                                            Bal-
                                                                                            ance
                                                                                            Accr-
                                                                  Other                     ued                Pay-
                                                     Cash         Income/                   Int-               ments     Balance
                  Inter-    Balance                  Principal    Debt         Balance      erest  Interest    Interest  Accrued
                  est            12/31               Pay-         Forgive-         12/31/   12/31  Expense     Expense   Interest
                  Rate            2003   Proceeds    ments        nes                2003    2002       2003       2003      2003
                  -------   -----------  ----------  -----------  -----------  -----------  -----  ----------  --------  --------
Name

Related parties:
Clayton Kass -
 WRSI. . . . . .       8%     32,275.00            -   (1,525.00)                30,750.00           2,460.00
Clayton Kass -
  WRSI . . . . .       8%     48,487.00    19,218.00                             67,705.00           5,416.40
                                                                                                           -
Shareholders -
 Accord
 Commercial Int.               3,050.00            -   (3,050.00)                        -                  -
Shareholders -
 Accord
 Commercial Int.              (5,350.00)           -    3,050.00                 (2,300.00)           (184.00)
                                                                                                            -
Shogun
 Investments . .          2   90,092.00                                          90,092.00           7,207.36
Shareholders -
 Shogun
 Investments                          -    93,166.00   (3,100.00)                90,066.00           7,205.28
Shareholders -
 Shogun
 Investments                 ( 3,100.00)           -    3,100.00                         -                  -
Shareholders -
 Shogun
 Investments                          -    28,626.00                             28,626.00           2,290.08
Shareholders -
 Shogun
 Investments . .          2   13,333.67            -   (6,789.50)   (6,544.17)           -                  -
                              20,768.33            -           -            -    20,768.33           1,661.47
Shareholders -
 Shogun
 Investments . .          2    6,169.00            -           -            -     6,169.00             493.52
Shareholders -
 Shogun
 Investments . .          2      330.00            -           -            -       330.00              26.40
Shareholders -
  Shogun/Stealth          1   12,300.00            -   (6,253.00)   (6,047.00)           -                  -
Shareholders -
 Shogun
 Pac Am. . . . .          1    7,000.00            -   (3,552.00)   (3,448.00)           -                  -
Shareholders -
 Shogun/
 Pac Am. . . . .          1    3,760.00            -   (1,905.50)   (1,854.50)           -                  -
Notes Payable -
 Shogun Inv. . .          2   34,276.00            -           -            -    34,276.00           2,742.08
                                                               -            -            -       -          -
                                                     -----------  -----------  -----------  -----  ----------
                             263,391.00   141,010.00  (20,025.00)  (17,893.67)  366,482.33       -  29,318.59          -         -
                            -----------  ----------  -----------  -----------  -----------  -----  ----------  --------  --------
</TABLE>



<PAGE>

                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE  1  -GENERAL

Organization

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.

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 $744,693.  The Company has
recurring  losses  of  $16,191,539  as  of  December  31,  2003.

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.














                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE  2     -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  periods  presented.  Actual  results  could  differ  from  those estimates.

Cash  and  Cash  Equivalents

The  Company  considers  all  highly  liquid investments purchased with original
maturities  of  three  months  or  less  to  be  cash  equivalents.

Property  and  Equipment

Property  and  equipment  is stated at cost.  Depreciation is computed using the
straight-line  method  based  upon  the  estimated  useful  lives of the various
classes  of assets.  Maintenance and repairs are charged to expense as incurred.

Inventory

Inventory,  consists  primarily of finished goods, and is stated at the lower of
costs or market.  Cost is determined under the first-in, first-out method (FIFO)
valuation  method.

Income  Taxes

Income  taxes  are  provided  for  based  on  the  asset and liability method of
accounting  pursuant to Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes".  The asset and liability method requires the
recognition  of  deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the reported amount and assets and
liabilities  and  their  tax  basis.

Advertising  Costs

Advertising  costs are expensed as incurred and included in selling, general and
administrative  expenses.

Fair  Value  of  Financial  Instruments

The  carrying  value  of cash and cash equivalents, accounts payable and accrued
expenses  approximates  fair value due to the relatively short maturity of these
instruments.  The  fair  value  of  long-term payables was determined based upon
interest  rates  currently  available to the Company for borrowings with similar
terms.  The  fair  value  of  long-term  borrowings  approximates their carrying
amounts  as  of  December  31,  2003.


                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



NOTE  2     -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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  2003.

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.

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.

Comprehensive  Income

SFAS  No.  130,  "Reporting Comprehensive Income", establishes standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial  statements.  As  of  December 31, 2003, the Company has no items that
represent  comprehensive  income;  therefore,  has  not  included  a schedule of
comprehensive  income  in  the  financial  statements.






                             XTREME COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Segment  Disclosure

SFAS  No  131,  "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information' changes the way public companies report information about segments,
SFAS  No.  131,  which  is  based on the selected segment products and services,
major customers, and the material countries in which the entity holds assets and
reports  revenues.  The  Company  has adopted SFAS No. 131 and has determined it
has  only  one  reportable  segment  as  of  December  31,  2003.

NOTE  3     -  NOTE  RECEIVABLE

The  Company  loaned  the  officers  of  Xtreme  Webworks,  Inc., a wholly-owned
discontinued subsidiary, the sum of $74,753 in 2002.  In June 2003, the officers
of  Xtreme Webworks returned shares valued at $90,410 in return for cancellation
of  debt  and  accrued  interest.

NOTE  4     -  INVENTORIES

Inventories  consist  of  the  following:


<TABLE>
<CAPTION>

<S>                    <C>
Finished Goods         $ 44,268
Parts                   125,552
Provision               (84,999)
                       ---------
Total                  $ 84,821
                       ========
</TABLE>


NOTE  5     -  RELATED  AND  UNRELATED  NOTES  PAYABLE

<TABLE>
<CAPTION>

<S>                                                              <C>
Note payable, unsecured, 8% interest, due on demand to a
Shareholder of the Company                                      $98,455

Note payable, unsecured, 10% interest, due on demand to
Companies controlled or owned by directors of officers
Of the Company                                                  270,328
                                                                -------

Total notes payable, secured and unsecured                     $368,783
                                                                ========
<FN>

Accrued interest on related party notes payable, included in
accrued expenses as of December 31, 2003 was $8,449.

</TABLE>


NOTE  6     -  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:


<TABLE>
<CAPTION>

<S>                                                  <C>
Deferred tax assets:
    Net operating loss carryforwards                 $16,191,539)
    Valuation allowance for deferred tax assets      (16,191,539)
                                                     -------------
    Net deferred tax assets                                   $-
                                                     =============
</TABLE>

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,
2003,  the  Company  had  net  operating  loss  carryforwards  of  approximately
$16,101,539  or  federal  income tax purposes.  Utilization of the net operating
loss  may  be  subject  to  substantial  annual limitations due to the ownership
change  limitations  provided  by  the  Internal  Revenue Code and similar state
provisions.  The  annual  limitation  could  result in the expiration of the net
operating  loss  before  utilization.

NOTE  7     -  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.


NOTE  8     -  RELATED  PARTY  TRANSACTIONS

Pursuant  to  a  Consulting  Agreement  ("Agreement"),  dated June 1, 1999, with
Shogun  Investment  Group,  Ltd,  ("Shogun"), the Company incurred expenses with
regard  to  the  Private Placement Memorandum and other work performed by Shogun
under  the  terms  of  the  Agreement.  Expenses  pursuant to the Agreement were
$111,875  for  the year ended December 31, 2003.  The Agreement was cancelled in
October  2003.

In April 2003, the Company issued 1,062,500 and 130,305 shares of restricted 144
stocks  to  separate  related  parties  in the amount of $425,080 and $52,122 in
exchange  of  the  cancellation  of  debt.

In  April  2003,  two  of  the Company's shareholders returned 361,640 shares of
their  144  restricted  shares  in  cancellation  of their outstanding loans and
interest  due to the company in the amount of $90,410.  The Company subsequently
cancelled  the  returned  stock.

In  September  2003,  the  Company  issued  8,000,000  shares  pursuant to three
consulting agreements.  According to the agreements, the consultants are engaged
to  assist  the  Company  with  its  capitalization  and  restructuring, and its
business  development  by  seeking  potential  business partners, candidates for
joint  ventures,  mergers  and  acquisitions.  These  services were commenced in
November  2003  for  a  term of 24 months.  As of December 31, 2003, the Company
recorded  deferred  compensation  in  the amount of $110,000 for the fair market
value  of  the  shares  issued.


NOTE  8     -  RELATED  PARTY  TRANSACTIONS

In October 2003, the Company entered into three consulting agreements with three
individuals for management, strategic planning and marketing services.  Pursuant
to  these  agreements, these consultants received 59,000 shares of the Company's
common  stock  in  exchange  for  services  performed.

On  October  1,  2003,  the  Company  entered  into an investment agreement with
Dutchess  Private  Equity  Fund, L.P., for $50,000 whereby, the Company issued a
convertible debenture.  The Debenture is convertible at the lesser of 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.

On  October 1, 2003, the Company entered into an investment agreement with eFund
Small  Cap.  Fund,  L.P.  for  $50,000 whereby, the Company issued a convertible
debenture.  The  Debenture  is  convertible  at  the lesser of 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.

NOTE  9     -  SUBSEQUENT  EVENTS

Capital  Stock  Transactions

In  March  2004,  The Company's Board of Directors approved the authorization of
the  issuance  of  a  series of Preferred Stock consisting of Five Hundred (500)
shares  (the  "Shares"), par value $.001, to be designated "Series A Convertible
Preferred  Stock".

On  March  22,  2004,  the  Company entered into a purchase agreement with Force
Protection,  Inc. (the "Purchaser") whereby the Company will transfer the Shares
to  the  Purchaser and the Purchaser will accept such Shares from the Company as
consideration  pursuant  to  the Bill of Sale between Rockwell Power Systems and
Force  Protection,  Inc.

Related  parties

In  January  2004,  the Company issued 150,000 shares of common stock in lieu of
cancellation  of  $111,875  of  accounts  payables  and $207,106 notes to Shogun
Investment  Group,  one  of  Company's  major  shareholders.


ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

We  dismissed  our  certifying accounting firm, Beckstead and Watts, LLP  as our
principal  independent  accountant  effective  January  15,  2004.

The  principal  account's  report  on the financial statements for either of the
past  two years did not contain an adverse opinion or disclaimer of opinion, nor
was  either  modified  as  to  the  uncertainty,  audit  scope,  or  accounting
principles.

The decision to change the accountants was approved by our Board of Directors.

During  our  two  most  recent  fiscal  years  and any subsequent interim period
through  the date of the principal accountant's termination on January 15, 2004,
there  were  no  disagreements  with the  former  accountant  on  any  matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,  which,  if  not  resolved  to  the  former  accountant's
satisfaction,  would  have  caused it to make reference to the subject matter of
the  disagreement(s)in  connection  with  its  report.

Michael  Johnson  & Company, LLP and been engaged as our principal accountant to
audit our  financial statements effective  January 15, 2004.

This  information  was  disclosed  on  Form  8-K  filed  on  January  23,  2004.

ITEM  8A.  CONTROLS  AND  PROCEDURES

We  have  established disclosure controls and procedures to ensure that material
information  relating  to  us,  including our consolidated subsidiaries, is made
known  to the officers who certify our financial reports and to other members of
senior  management  and  the  Board  of  Directors.

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

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

                                    PART III

ITEM  9.DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  table  sets  forth  the  name,  age,  positions,  and offices or
employments  for  the  past  five  years  as of March 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                 32        Chief  Executive  Officer  and  Director
Barrett  Evans              32        Director, Interim Chief Financial Officer
Michael  Novielli           39        Director,  Chairman
Douglas  Leighton           35        Director
Theodore  Smith             27        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 Kevin Ryan, our Chief Executive Officer, on a
monthly  salary  of  $10,000.  Mr.  Ryan  was given a 15% ownership stake in the
company  in  the  form  of  Series  B Preferred Stock corresponding with a joint
investment  of $100,000 between you and eFund Capital Partners, LLC. 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,  2003.

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
attached  to  this  Report  on  Form  10-KSB  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/SAR's  Payout ($)  Comp. ($)

Kevin Ryan
CEO and Director. . . . . .      2003  $4,500 (1) (2)          0          0            0              0           0           0
Donald Bradly . . . . . . .      2003  $     0.00 (1)          0          0            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 also granted 1,500,000 shares pre 10 for 1 reverse split 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

Our  directors  have  been  compensated  through  common  stock grants.  All the
current  directors  were  granted  150,000  shares  of  common  stock  for their
participation  and  services.  On  October  2,  2003, the shareholders owning at
least  a  majority  of  the  outstanding  shares voted in favor of the Company's
Directors  and  Consultant  Retainer  Stock  Plan.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following
table  sets forth certain information concerning the beneficial ownership of our
outstanding classes of stock as of December 31, 2003, 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>



<S>                                                    <C>                 <C>

NAME AND ADDRESS
OF BENEFICIAL OWNER

                                                       COMMON SHARES       PERCENTAGE
                                                       BENEFICIALLY        OWNED
                                                            OWNED
Kevin Ryan, CEO and Director (a) . . . . . . . .             150,000         0.016%
Barrett Evans , Director(b). . . . . . . . . . .           3,815,250         53.5%
Michael Novielli , Director(c) . . . . . . . . .             462,500         0.049%
Douglas Leighton, Director (d) . . . . . . . . .             462,500         0.049%
Ted Smith, Director(e) . . . . . . . . . . . . .             150,000         0.016%

eFund Capital Partners, LLC(f) . . . . . . . . .           2,400,000        25.7%
eFund Small-Cap. Fund(g) . . . . . . . . . . . .           1,415,250        15.2%

All Directors and Officers as a group. . . . . .           4,727,750        50.77%

</TABLE>



The number of shares of common stock issued and outstanding on January 15, 2004
was  9,310,552  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, 2003, plus shares of common stock subject to options
held  by  such  person  on  December  31,2003  and  exercisable  within  60 days
thereafter.

(a)     Mr.  Ryan  has  sole  voting  and  dispositive power of 1,500,000 shares
issued  to  him  in January of 2004, which is now 150,000 shares of common stock
after  the  10  for  1  reverse  stock  split.  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 150,000 shares issued to him
January  2004 , Mr. Evans is also the managing member of eFund Capital Partners,
LLC  and  has  indirect  ownership of 2,400,000 shares in that entity. Also, Mr.
Evans  is  managing  partner of eFund Small-Cap fund and has indirect control of
1,415,250  shares  in  that  entity.  On  October  1,  2003,  we entered into an
investment  agreement  with  eFund  Small Cap. Fund , L.P for $50,000 whereby we
Company  issued  a  convertible debenture. The Debenture is convertible into our
common  stock at the lesser of 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,  2003, the debenture was convertible into 312,500 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 150,000 shares. Mr.
Novielli  is  a member of our board of directors. On October 1, 2003, we entered
into  an investment agreement with Dutchess Private Equity Fund, L.P for $50,000
whereby we issued a convertible debenture. The Debenture is convertible into our
common  stock at the lesser of 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,  2003, the debenture was convertible into 312,500 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.  Mr. Novielli's address is 100 Mill Plain Rd., 3rd Floor, Danbury, CT 06811.

(d)  Mr.  Leighton  has sole voting and dispositive power of 150,000 shares. Mr.
Leighton  is  a member of our board of directors. On October 1, 2003, we entered
into  an investment agreement with Dutchess Private Equity Fund, L.P for $50,000
whereby we issued a convertible debenture. The Debenture is convertible into our
common  stock at the lesser of 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,  2003, the debenture was convertible into 312,500 shares of our common stock
based  on  the  Debenture Conversion formula. Dutchess Private Equities Fund, LP
purchased  the  Debenture. Mr. Leighton is a managing member of Dutchess Capital
Management, LLC which acts as general partner to Dutchess Private Equities Fund,
LP.  Mr.  Leighton's  address  is  312 Stuart St, Third Floor, Boston, MA 02116.

(e) Mr. Smith has sole voting and dispositive power of 150,000 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  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.


ITEM  12.CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

In  April  of 2003 the Company issued 1,062,500 and 130,305 shares of restricted
144  stock  to  separate  related  parties,  Shogun  Investment Group and Cambro
Investment  Group, Inc. in the amount of $425,080 and $52,122 in exchange of the
cancellation  of  debt.

In  April  of  2003,  two  of the Company's shareholders, Shaun and Paul Hadley,
former  officers  of the company, returned 361,640 shares of their 144 stocks to
us  in  cancellation  of  their  outstanding loans and interest due to us in the
amount  of  $90,410.  We  subsequently  cancelled  the  returned  stock.

During  the  period  ended September 30, 2003, we recorded consulting expense in
the amount of $111,875 for the consulting services provided by the related party
Shogun  Investment Group, LTD which was owned by our former CEO, Donald Bradley.

In  October  2003,  we issued 2,000,000 shares of common stock to Calicorp, Inc.
under a consulting agreement to assist us in re-capitalization and restructuring
and  to  seek  out  potential  merger  candidates.

In October 2003, we issued 3,000,000 shares of common stock to Dutchess Advisors
under a consulting agreement to assist us in re-capitalization and restructuring
and  to  seek  out  potential  merger  candidates.

In  October 2003, we issued 3,000,000 shares of common stock to Dutchess Private
Equities,  L.P.  Pursuant  to  the  debenture  agreement.

On  October  1,  2003,  we  entered  into  an investment agreement with Dutchess
Private  Equity Fund, L.P for $50,000 whereby we issued a convertible debenture.
The  Debenture  is convertible into our common stock at the lesser of 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.

On  October  1,  2003,  we entered into an investment agreement with eFund Small
Cap.  Fund  ,  L.P  for  $50,000  whereby we issued a convertible debenture. The
Debenture  is  convertible  into  our  common  stock at the lesser of 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.

In  October  2003,  we  signed  the  Agreement  and  Plan of Reorganization with
Rockwell  Power  Systems,  Inc.  Under  this agreement, our current shareholders
retained 356,535 shares of common stock after giving effect to the reverse stock
split  and  shareholders  of  Rockwell  received 60,000,000 of the shares of our
common  stock. After the merger, Rockwell owned 99.9% of our outstanding shares.
In  addition,  according  to  the  agreement.

Shogun  Investment  Group,  one  of  our major shareholders retained 50,000 free
trading shares of its common stock, in addition to 1.5% of the total outstanding
shares  (or  150,000  shares,  whichever  is  greater) of our 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  liability.

On  October 22, 2003 we issued 9,000 shares of common stock to Walter Wright for
serving  as an interim Board of Directors member. The stock was registered under
Form  S-8  pursuant  to our non-employee director and consultant Plan filed with
the  Commission  in  October  2003.

On  October  28,2003  we entered into a consulting agreement with Lane Longhurst
for  strategic  Planning and marketing services. Mr. Longhurst was issued 25,000
shares  of  common  stock  registered  on  Form  S-8.

On  October 28, 2003 we entered into a consulting agreement with Gordon McGilton
for  strategic  Planning  and marketing services. Mr. McGilton was issued 25,000
shares  of  common  stock  registered  on  Form  S-8.



ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits.



EXHIBIT
NUMBER     DESCRIPTION
------     -----------
2.1  Agreement  and  Plan  of  Reorganization between Xtreme Companies, Inc. and
     Rockwell Power Systems. (previously filed with the Commission on October 9,
     2003,  as  exhibit  to  the  Company's  Current  Report  on  Form  8-K).
3.1  Articles  of  Incorporation  for  Xtreme  Companies,  Inc. (formerly Shogun
     Advertising,  Inc.)  (Previously  filed  with the Commission on November 7,
     2000,  as  Exhibit  3.1  to  the Company's General Form for Registration of
     Securities  of  Small  Business  Issuer  on  Form  10-SB12G/A.)
3.2  Bylaws  for  Xtreme  Companies,  Inc.  (formerly  Shogun Advertising, Inc.)
     (Previously filed with the Commission on November 7, 2000 as Exhibit 3.2 to
     the Company's General Form for Registration of Securities of Small Business
     Issuer  on  Form  10-SB12G/A.)
4.1  Debenture Agreement between the Company and Dutchess Private Equities Fund
     L.P. dated October 1, 2003
4.2  Debenture Agreement between the Company and eFund Capital Partners, LLC
     dated October 1, 2003
10.2 Employment  Agreement  between Kevin Ryan and Xtreme Companies, Inc. (filed
     herewith).
10.3 Consulting  Agreement  between  Calicorp  and Xtreme Companies, Inc. (filed
     herewith)
10.4 Subscription  Agreement between Dutchess Private Equity Fund, LP and Xtreme
     Companies,  Inc. dated October 1, 2003 (filed  herewith)
10.5 Subscription  Agreement  between  eFund  Small-Cap  Fund,  LP  and  Xtreme
     Companies,  Inc. dated October 1, 2003 (filed  herewith)
10.6 Registration Rights Agreement between Dutchess Private Equities Fund, L.P
     And Xtreme Companies, Inc. dated October 1, 2003
10.7 Registration  Rights  Agreement  between  eFund  Capital  Partners, LLC and
     Xtreme  Companies,  Inc.  dated  October  1,  2003
10.8 Lease Agreement for our principal executive office is 11782 Western Avenue,
     Unit  18,  Stanton,  California  90680  (filed  herewith).
10.9 Lease  agreement  with  Marlborough  Equities  to lease approximately 3,000
     square  feet  of  storage  space  in Riverside California (filed herewith).
10.10 Consulting Agreement between Xtreme Companies, Inc. and Dutchess Advisors.
     (filed  herewith)
10.11  Consulting  Agreement  between Xtreme Companies, Inc. and Lane Longhurst.
     (filed  herewith)
10.12  Consulting  Agreement between Xtreme Companies, Inc. and Gordon McGilton.
     (filed  herewith)
14.1 Code  of  Ethics  (filed  herewith)
21.1 List  of  Subsidiaries  (filed  herewith.)
23.1 Consent  of  Michael  Johnson  &  Co.  LLC.  Independent  Auditors.  (filed
     herewith).
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.

___________________
(b)     Reports  on  Form  8-K.

(1)  On  October  9  2003,  we  reported  Xtreme  Companies, Inc. entered into a
Agreement  and  Plan  of  Reorganization  with  Rockwell  Power Systems, Inc., a
Delaware  Corporation.

ITEM  14.  PRINCIPAL  ACCOUNT  FEES  AND  SERVICES

AUDITORS

Beckstead  and  Watts,  LLP. were our primary auditors for the fiscal year ended
December  31,  2003  and  performed  the  year  end audit on Form 10-KSB for the
year  ended  December  31,  2002.

AUDIT  FEES

For  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,
Inc.  billed  us  a total of $10,750 for the fiscal year ended December 31, 2003
and  billed  us  a  total of $6,800 for the fiscal year ended December 31, 2002.

TAX  FEES

None.  Our  accounts  did  not perform services regarding tax matters for either
2002  or  2003.

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 Beckstead
and  Watts,  LLP's   independence.



<PAGE>


                                   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  13th  day  of  April 14, 2004.


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 14, 2004
   Kevin Ryan

/s/ Barrett Evans      Director,  Interim  Chief
-----------------      Financial  Officer
Barrett  Evans        (Principal Accounting Officer)     April 14, 2004


/s/ Michael A. Novielli
--------------------
Michael A. Novielli     Director                         April 14, 2004


/s/ Douglas H. Leighton
-----------------------
Douglas H. Leighton     Director                         April 14, 2004


/s/ Theodore J. Smith
---------------------
Theodore J. Smith       Director                         April 14, 2004