UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.

                           OR

[ ]     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.

                        COMMISSION FILE NUMBER: 333-30914

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

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

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

                                       N/A
               ---------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                         since last report.)

Indicate by check mark whether the registrant: 1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and 2) has been subject to such filing  requirements for
the past 90 days.
YES [X]   NO [ ]

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

         At  June  30,  2000,  there  were  outstanding  464,992  shares  of the
         Registrant's Common Stock, $.001 par value.

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


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                 XTREME WEBWORKS

                                Financial Reports
                                   (Reviewed)
                                December 31, 1999
                                  June 30, 2000


                                TABLE OF CONTENTS


                                                               Page
                                                              ------
 Independent Accountant's Report                                2

 Financial Statements

       Balance Sheets                                           3

       Statements of Operations                                 4

       Statements of Stockholders' Equity                       5

       Statements of Cash Flows                                 6-7

       Notes to Financial Statements                            8-10




                                       -1-
<PAGE>

                         Independent Accountant's Report


To the Board of Directors
Xtreme Webworks
Las Vegas, Nevada


     I have reviewed the  accompanying  balance  sheet of Xtreme  Webworks as of
June 30, 2000 and the related  statements of operations,  stockholders'  equity,
and cash flows for the six-month period then ended.  These financial  statements
are the responsibility of the Company's management.

     I conducted  my review in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, I do not express such an opinion.

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




Kyle L. Tingle
Certified Public Accountant
October 16, 2000

Henderson, Nevada



                                       -2-
<PAGE>

                                 XTREME WEBWORKS
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                           June 30, 2000        December 31, 1999
<S>                                                        <C>                  <C>
                ASSETS
CURRENT ASSETS
        Cash                                               $        69          $     1,678
        Accounts receivable                                     22,550                    0
        Officer receivable                                      54,032              101,218
        Notes receivable                                        14,290               21,748
        Prepaid assets                                               0                    0
                                                           -----------          -----------
                TOTAL CURRENT ASSETS                       $    90,941          $   124,644

PROPERTY AND EQUIPMENT, NET                                $     2,400          $     2,708

NON-MARKETABLE SECURITIES                                  $    49,100          $    72,330
                                                           -----------          -----------
                        TOTAL ASSETS                       $   142,441          $   199,682
                                                           ===========          ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        Accounts payable                                   $     9,046          $         0
        Accrued liabilities                                      7,379                    0
        Subscriptions collected in advance                      25,000               31,000
                                                           -----------          -----------
                TOTAL CURRENT LIABILITIES                  $    41,425          $    31,000

LONG-TERM DEBT                                             $         0          $         0
STOCKHOLDERS' EQUITY
        Common stock: $.001 par value
        authorized 50,000,000 shares;
        issued and outstanding
        334,436 shares at December 31, 1999;                                    $       334
        464,992 shares at June 30, 2000;                   $      465
        Additional Paid in Capital                         $   464,993          $   334,101
        Accumulated deficit                                   (364,442)            (165,753)
                                                           -----------          -----------
                TOTAL STOCKHOLDERS' EQUITY                 $   101,016          $   168,682
                                                           -----------          -----------
                        TOTAL LIABILITIES AND
                        STOCKHOLDERS' EQUITY               $   142,441          $   199,682
                                                           ===========          ===========



</TABLE>

     See Accompanying Notes to Financial Statements.


                                       -3-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            For the three months ended               For the six months ended
                                                    June 30,                                June 30,

                                        2000                 1999                2000                 1999
                                        -----------          -----------        -----------          -----------
<S>                                     <C>                  <C>                <C>                  <C>
REVENUES                                $    79,669          $    17,228        $   118,934          $    22,165
INTEREST INCOME                               1,519                2,836              3,918                5,228
                                        -----------          -----------        -----------          -----------
                                        $    81,188          $    20,064        $   122,852          $    27,393
OPERATING EXPENSES
Selling, general and administrative     $   176,201          $    26,825        $   298,003          $    46,169
Depreciation                                    154                   49                308                   98
                                        -----------          -----------        -----------          -----------
TOTAL OPERATING EXPENSES                $   176,355          $    26,874        $   298,311          $    46,267
                                        -----------          -----------        -----------          -----------
(LOSS) FROM OPERATIONS                  $   (95,167)          $   (6,810)        $ (175,459)          $  (18,874)
OTHER INCOME (EXPENSE)
Loss on non-marketable securities       $  (23,230)          $         0        $  (23,230)          $         0
Interest expense                        $         0          $         0        $         0          $         0
                                        -----------          -----------        -----------          -----------
(LOSS) BEFORE INCOME TAXES              $  (118,397)         $    (6,810)       $  (198,689)         $   (18,874)
Income Taxes                            $         0          $         0        $         0          $         0
                                        -----------          -----------        -----------          -----------
NET PROFIT (LOSS)                       $ (118,397)          $   (6,810)        $ (198,689)          $  (18,874)
                                        ===========          ===========        ===========          ===========
NET PROFIT (LOSS) PER SHARE             $  (0.2746)          $  (0.0268)        $  (0.4880)          $  (0.0743)
                                        ===========          ===========        ===========          ===========
Average Number of Shares
of Common Stock Outstanding                 431,103              253,986            407,145              253,986
                                        ===========          ===========        ===========          ===========

</TABLE>

     See Accompanying Notes to Financial Statements.



                                       -4-
<PAGE>

                                 XTREME WEBWORKS

                  STATEMENT  OF CHANGES IN  STOCKHOLDERS'  EQUITY
       For the period from inception to December 31, 1998, the year ended
            December 31, 1999 and the six months ended June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Common Stock
                                       ---------
                                       Number                        Additional
                                        of                           Paid-In        Accumulated
                                       Shares         Amount         Capital        (Deficit)
                                       -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>
Balance at December 31, 1998               253,986    $       254    $   253,732    $  (83,108)

Various 1999 dates                          80,450    $        80    $    80,369
Issued for cash

Net (Loss), 12-31-99                                                                $  (82,145)
                                       -----------    -----------    -----------    -----------
Balance at December 31, 1999               334,436    $       334    $   334,101    $ (165,753)

January 1, 2000
Common stock issued for cash                31,000    $        31    $    30,969

January 1, 2000
Issued for services                         17,750    $        18    $    17,732

May 8, 2000, issued for cash                52,800    $        53    $    52,747

May 8, 2000, issued for service             29,473    $        29    $    29,444

Net (Loss), 06-30-00                                                                $ (198,689)
                                       -----------    -----------    -----------    -----------
Balance at June 30, 2000                   465,459    $       465    $   464,993    $ (364,442)
                                       ===========    ===========    ===========    ===========

</TABLE>


       See Accompanying Notes to Financial Statements.


                                       -5-

<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                     For the three months ended             For the six months ended
                                                              June 30,                              June 30,

                                                  2000               1999                2000                1999
                                                  -----------        -----------        -----------          -----------
<S>                                               <C>                <C>                <C>                  <C>
Cash Flows From Operating Activities
        Cash received from customers              $    59,419        $    17,228        $    96,384          $    22,165
        Cash paid to suppliers and vendors          (130,890)           (26,825)          (234,354)             (46,169)
                                                  -----------        -----------        -----------          -----------
        Interest received

        Net cash provided by (used in)
                operating activities              $  (71,471)        $   (9,597)        $ (137,970)          $  (24,004)

Cash Flows From Investing Activities

        Net borrowings (payments to)
                related parties                   $    41,161        $   (5,100)        $    58,561          $   (6,641)
        Purchase of equipment                               0              (450)                  0                (450)
        Purchase of investment securities                   0                  0                  0                    0
                                                  -----------        -----------        -----------          -----------
        Net cash provided by (used in)
                investing activities              $    41,161        $   (5,550)        $    58,561          $   (7,091)

Cash Flows From Financing Activities
        Issuance of common stock                  $    52,800        $    33,850        $    52,800          $    33,850
        Proceeds from subscriptions in advance       (26,600)           (17,350)             25,000                    0
                                                  -----------        -----------        -----------          -----------
        Net cash provided by financing activities $    26,200       $     16,500        $   77,800           $    33,850

        Net increase (decrease) in cash           $   (4,110)        $     1,353        $   (1,609)          $     2,755
        Cash and cash equivalents
                at beginning of period            $     4,179        $     1,898        $     1,678          $       496
                                                  -----------        -----------        -----------          -----------
        Cash and cash equivalents
                at end of period                  $        69        $     3,251        $        69          $     3,251
                                                  ===========        ===========        ===========          ===========



</TABLE>

     See Accompanying Notes to Financial Statements



                                       -6-

<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the three months ended             For the six months ended
                                                                 June 30,                              June 30,

                                                     2000               1999                2000                1999
                                                     -----------        -----------        -----------          -----------
<S>                                                  <C>                <C>                <C>                  <C>

Reconciliation of net loss to net cash (used in)
   operating activities

Net loss                                             $ (118,397)        $   (6,810)        $ (198,689)          $  (18,874)
Adjustments to reconcile net (loss) to cash
   (used in) operating activities:
   Depreciation                                              154                 49                308                   98
   Loss on write-off of non-marketable securities         23,230                  0             23,230                    0
   Stock issued as compensation                           29,473                  0             47,224                    0
   Change in assets and liabilities
      (Increase) in accounts receivable                  (10,250)                 0            (22,550)                   0
      (Increase) decrease in officers
      and notes receivable                                (1,519)            (2,836)            (3,918)              (5,229)
   Decrease in prepaid assets                              1,500                  0                  0                    0
   Increase in accounts payable                            4,338                  0              9,046                    0
   Increase in accrued liabilities                             0                  0              7,379                    0
                                                     -----------        -----------        -----------          -----------
   Net cash provided by (used in)
      operating activities                           $ (71,471)         $   (9,597)        $ (137,970)          $  (24,004)
                                                     ===========        ===========        ===========          ===========

</TABLE>

         See Accompanying Notes to Financial Statements.


                                       -7-

<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Nature of Business and Significant Accounting Policies
         ------------------------------------------------------

         The accompanying  financial statements have been prepared in accordance
         with generally  accepted  accounting  principles for interim  financial
         information  and with the  instructions  to Form 10-QSB and  Regulation
         S-B.  Accordingly,  they  do not  include  all of the  information  and
         footnotes  required by generally  accepted  accounting  principles  for
         complete financial statements.

         Nature of business
         ------------------

         Xtreme  Webworks  ("Company")  was organized  August 14, 1994 under the
         laws of the State of Nevada,  under the name Shogun  Investment  Group,
         Ltd. The Company designs and hosts Internet  websites,  and designs and
         publishes online and printed newsletters.  On May 10, 1998, the Company
         changed it name to Xtreme Webworks.


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

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

         Cash
         ----

         For the Statements of Cash Flows,  all highly liquid  investments  with
         maturity of three months of less are considered to be cash equivalents.
         There were no cash  equivalents  as of June 30, 2000 and  December  31,
         1999.

         Income taxes
         ------------

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

         Due to the  inherent  uncertainty  in  forecasts  of future  events and
         operating results,  the Company has provided for a valuation  allowance
         in an amount  equal to gross  deferred  tax assets  resulting in no net
         deferred tax assets at June 30, 2000 and December 31, 1999.




                                       -8-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


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

         Property and Equipment
         ----------------------

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

         Officer and Notes Receivable
         ----------------------------

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

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

         Non-Marketable Securities
         -------------------------

         The  Company  holds  stock  interest  in   non-marketable   securities,
         primarily in non-public  companies  controlled or owned by directors or
         officers of the Company. Investments are held at cost.

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

         The Company hosts web sites or places  advertising  on the internet for
         clients.  These  services  require the payment of monthly or  quarterly
         fees by the customers.  Revenues are recognized on a monthly basis,  as
         the fees become due or non-refundable  to the client.  The Company also
         designs  web sites and  assists in  publishing  both online and printed
         newsletters.  Revenue for these  services is recognized as services are
         performed  and accepted by the client and  collection  of the resulting
         receivable is reasonably assured.

         Software Development Costs
         --------------------------

         Website  development  and other  computer  software costs are primarily
         marketed for use by clients.  The Company  expenses  these costs in the
         period  incurred in accordance  with Statement of Financial  Accounting
         Standard (SFAS) No. 86,  "Accounting for the Costs of Computer Software
         to be Sole, Leased, or Otherwise Marketed."

Note 2.  Stockholders' Equity
         --------------------

         Common stock
         ------------

         The  authorized  common  stock of the Company  consists  of  50,000,000
         shares  with par value of  $0.001.  The  company  had stock  issued and
         outstanding on June 30, 2000,  465,459 shares;  June 30, 1999,  253,986
         shares;  and  December 31, 1999,  334,436  shares.  The Company has not
         authorized any preferred stock





                                       -9-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


         Net loss per common share
         -------------------------

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

         Basic net loss per common share is based on the weighted average number
         of shares of  common  stock  outstanding.  Weighted  average  number of
         shares outstanding for the six months ended June 30, 2000 and 1999 were
         407,145 and 253,986  respectively.  Weighted  average  number of shares
         outstanding  for the three  months  ending  June 30, 2000 and 1998 were
         431,103  and  253,986  respectively.  As of June 30,  2000 and 1999 and
         December 31, 1999, the Company had no dilutive potential common shares.


         Note 3.      Related Party Transactions
                      --------------------------

         During the six months  ended June 30,  2000,  the Company  published an
         online  magazine  for a  related  party  and  began  design  work on an
         internet web site for the same related  party.  Related party  revenues
         and expenses  recorded  for the six month  period  ending June 30, 2000
         were $100,180 and $77,662,  respectively.  Related  party  revenues and
         expenses for the three month  period  ending June 30, 2000 were $62,680
         and 53,572,  respectively.  Accounts  receivable  from related  parties
         included in trade receivables is $20,000 at June 30, 2000.


         Note 4.      Subsequent  Event
                      -----------------

         On September 5, 2000,  the Board of Directors  approved a forward stock
         split of three and  one-half  to one,  increasing  the number of shares
         outstanding to 4,002,317.






                                      -10-

<PAGE>

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

GENERAL OVERVIEW

     Xtreme Webworks (the "Company") is a growing  Internet  business  promotion
company,  specializing in the travel and entertainment business. As a commercial
website marketing company, it focuses on Internet-based technology solutions for
small to mid-sized businesses.  The Company performs website hosting, design and
development,   as  well  as  publishing   assistance   for  online  and  printed
newsletters.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED
JUNE 30, 1999

         REVENUES.  For the three  months  ended June 30,  2000,  revenues  were
approximately  $79,000,  an increase of approximately  $63,000,  or 370%, versus
revenues of approximately  $17,000 for the three months ended June 30, 1999. The
increase in revenues for the 2000 period was due primarily to an increase in the
Company's  price for its product,  and additional  clients,  primarily  creating
publications for World Stock Watch, a financial publication.

         OPERATING EXPENSES.  Operating  expenses,  as a percentage of revenues,
increased  to 221% for the three  months ended June 30, 2000 as compared to 156%
for the three months ended June 30, 1999.  This  increase in operating  expenses
for the three months ended June 30, 2000 occurred  primarily due to the increase
of research and development  personnel,  production equipment and software,  and
outpacing new accounts.

         NET PROFIT  (LOSS).  Net loss for the three  months ended June 30, 2000
increased by approximately $111,600 from the comparable period in the prior year
as a result of the aforementioned increase in overhead expenses due to expansion
of the Company.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED
JUNE 30, 1999

         REVENUES.  For the six  months  ended  June  30,  2000,  revenues  were
approximately  $119,000,  an increase of approximately  $97,000, or 441%, versus
revenues of  approximately  $22,000 for the six months ended June 30, 1999.  The
increase in revenues for the 2000 period was due primarily to improvement of the
Company's  product,  resulting  in  increased  product  cost and the building of
clientele,  primarily the  publication of two financial  publications  for World
Stock Watch, a financial publication.

         OPERATING EXPENSES.  Operating  expenses,  as a percentage of revenues,
increased to 250% for the six months ended June 30, 2000 as compared to 208% for
the six months ended June 30, 1999. This increase in operating  expenses for the
six months ended June 30, 2000  occurred  primarily  due to the expansion of the
Company's   resources,   including  its  staff  and  research  and   development
operations.



                                      -11-
<PAGE>

         NET  PROFIT  (LOSS).  Net loss for the six months  ended June 30,  2000
increased by approximately $180,000 from the comparable period in the prior year
as a result of the  aforementioned  increase  in  overhead  expenses  due to the
expansion of the Company's product and services.

LIQUIDITY AND CAPITAL RESOURCES

         OVERVIEW.  Management  believes  that the Company will be able to raise
additional  capital through the sale of stocks or procurements of loans in order
to provide sufficient liquidity on a short-term basis to continue expansion.  On
a long-term basis,  management of the Company believes that, depending on future
cash flow from  operations,  the Company  may be  required to secure  additional
financing.

         ASSETS AND LIABILITIES.  As of June 30, 2000, the Company had assets of
approximately  $142,000,  compared to $200,000 as of  December  31,  1999.  This
decrease was due primarily to the decrease in Officer  receivables  and decrease
in non-marketable  securities.  The Company's current liabilities increased from
approximately  $31,000 as of December  31, 1999 to $41,425 as of June 30,  2000,
due  primarily  to an  increase in  accounts  payable  and  accrued  liabilities
resulting from expansion of the Company.

STATEMENT ON FORWARD-LOOKING INFORMATION

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




                                      -12-
<PAGE>

                           PART II - OTHER INFORMATION

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

(a)      Exhibits

                  Exhibit No.                    Description
                  ----------              -----------------------
27.1     Financial Data Schedule
99.1     Financial Statements              (December 31, 1998;
                                            December 31, 1999;
                                               April 30, 2000)

(b)      Reports on Form 8-K

         The  Company  filed a report on Form 8-K on October  17,  2000
         regarding a change of accountants.




                                      -13-
<PAGE>

                                   SIGNATURES

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


                                               XTREME WEBWORKS

Date:  October 17, 2000                   By:  /s/ Shaun Hadley
                                              -------------------------
                                                   SHAUN HADLEY
                                                   PRESIDENT


Date:  October 17, 2000                   By:  /s/ Paul Hadley
                                              -------------------------
                                                   PAUL HADLEY
                                                   SECRETARY OF THE BOARD




                                      -14-
<PAGE>


                                                EXHIBIT 99.1


                                 XTREME WEBWORKS
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 1998
                                December 31, 1999
                                 April 30, 2000


                                TABLE OF CONTENTS


                                                                        Page
                                                                       ------
Independent Auditor's Report                                             1

Financial Statements

         Balance Sheets                                                  2

         Statements of Operations                                        3

         Statements of Stockholders' Equity                              4

         Statements of Cash Flows                                       5-6

         Notes to Financial Statements                                  7-9


<PAGE>

INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Xtreme Webworks
Las Vegas, Nevada


     I have  audited  the  accompanying  balance  sheets of Xtreme  Webworks  (a
development stage company) as of April 30, 2000,  December 31, 1999 and December
31, 1998 and the related  statements of operations,  stockholders'  equity,  and
cash  flows for each of the years then  ended and the four  month  period  ended
April  30,  2000.  These  financial  statements  are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

     I  conducted  my audits in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit 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.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in  all  material  respects,  the  financial  position  of  Xtreme  Webworks  (A
Development Stage Company) as of April 30, 2000,  December 31, 1999 and December
31, 1998,  and the results of its  operations  and cash flows for the years then
ended and the period ended April 30, 2000, in conformity with generally accepted
accounting principles.



Kurt D. Saliger
Certified Public Accountant
May 16, 2000

Las Vegas, Nevada



                                       -1-
<PAGE>

                                 XTREME WEBWORKS
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         April 30,            December 31,          December 31,
                                                                         2000                 1999                  1998
<S>                                                                      <C>                  <C>                   <C>
ASSETS
CURRENT ASSETS
        Cash                                                             $     4,055          $     1,678           $       496
        Accounts receivable                                                   17,200                    0                     0
        Officer receivable                                                    70,454              101,218                73,633
        Notes receivable                                                      15,009               21,748                24,000
        Prepaid assets                                                         1,500                    0                     0
                                                                         -----------          -----------           -----------
                TOTAL CURRENT ASSETS                                     $   108,218          $   124,644           $    98,129

PROPERTY AND EQUIPMENT, NET                                              $     2,503          $     2,708           $       394

NON-MARKETABLE SECURITIES                                                $    72,330          $    72,330           $    72,355
                                                                         -----------          -----------           -----------
                TOTAL ASSETS                                             $   183,051          $   199,682           $   170,878
                                                                         ===========          ===========           ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        Accounts payable                                                 $     6,015          $         0           $         0
        Accrued liabilities                                                    7,379                    0                     0
        Subscriptions collected in advance                                    61,600               31,000                     0
                                                                         -----------          -----------           -----------
                TOTAL CURRENT LIABILITIES                                $    74,994          $    31,000           $         0

LONG-TERM DEBT                                                           $         0          $         0           $         0
STOCKHOLDERS' EQUITY
        Common stock: $.001 par value;
        authorized 50,000,000 shares;
        issued and outstanding
        253,986 shares at December 31, 1998                                                                         $       254
        334,436 shares at December 31, 1999;                                                  $       334
        383,186 shares at April 30, 2000;                                $       383
        Additional Paid In Capital                                       $   382,802          $   334,101           $   253,732
        Accumulated deficit during development stage                     $  (275,128)          $ (165,753)           $  (83,108)
                                                                         -----------          -----------           -----------
                TOTAL STOCKHOLDERS' EQUITY                               $   108,057          $   168,682           $   170,878
                                                                         -----------          -----------           -----------
                TOTAL LIABILITIES AND
                STOCKHOLDERS' EQUITY                                     $   183,051          $   199,682           $   170,878
                                                                         ===========          ===========           ===========
</TABLE>



See Accompanying Notes to Financial Statements.


                                       -2-
<PAGE>


                                 XTREME WEBWORKS
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                            For the four months                         For the year               August 14, 1994
                                              ended April 30                         ended December 31             (inception) to
                                                                                                                   April 30,
                                   2000                1999 (unaudited)    1999                1998                2000
                                   -----------------   -----------------   -----------------   -----------------   -----------------
<S>                                <C>                 <C>                 <C>                 <C>                 <C>
REVENUES                                    $ 48,541             $ 8,227            $ 30,824            $ 20,351            $113,972
INTEREST INCOME                                2,898               3,224               9,442               6,541              23,970
                                   -----------------   -----------------   -----------------   -----------------   -----------------
                                            $ 51,439            $ 11,451            $ 40,266            $ 26,892            $137,942

OPERATING EXPENSES
Selling, general and administrative         $160,608            $ 24,719            $122,296            $ 47,154            $411,264
Depreciation                                     205                  66                 615                 197               1,806
                                   -----------------   -----------------   -----------------   -----------------   -----------------
TOTAL OPERATING EXPENSES                    $160,814            $ 24,785            $122,911            $ 47,351            $413,070
                                   -----------------   -----------------   -----------------   -----------------   -----------------
(LOSS) FROM OPERATIONS                    $(109,375)          $  (13,334)          $ (82,645)          $ (20,460)         $(275,128)

OTHER INCOME (EXPENSE)
Gain on sales of assets                            0                   0                   0                   0                   0
Interest expense                                   0                   0                   0                   0                   0
                                   -----------------   -----------------   -----------------   -----------------   -----------------
(LOSS) BEFORE INCOME TAXES                $(109,375)          $ (13,334)          $ (82,645)          $ (20,460)          $(275,128)
Income Taxes                                      0                   0                   0                   0                    0
                                   -----------------   -----------------   -----------------   -----------------   -----------------
NET PROFIT (LOSS)                         $(109,375)          $ (13,334)          $ (82,645)          $ (20,460)          $(275,128)
                                   =================   =================   =================   =================   =================

NET PROFIT (LOSS) PER SHARE               $ (0.2854)          $ (0.0525)          $ (0.2947)          $ (0.1079)          $ (1.3544)
                                   =================   =================   =================   =================   =================
Average Number of Shares
of Common Stock Outstanding                  383,186             253,986             280,428             189,565             203,136
                                   =================   =================   =================   =================   =================

</TABLE>



See Accompanying Notes to Financial Statements.


                                       -3-
<PAGE>

                                 XTREME WEBWORKS
                          (A Development Stage Company)
                  STATEMENT  OF CHANGES IN  STOCKHOLDERS'  EQUITY
      For the period from inception to December 31, 1997, the years ended
      December 31, 1999 and 1998 and the four months ended April 30, 2000



<TABLE>
<CAPTION>


                                            Common Stock                                                    (Deficit)
                                            -------------                             Additional            Accumulated
                                            Number of                                 Paid-In               During
                                            Shares               Amount               Capital               Development Stage
                                            ------------------   ------------------   -------------------   ------------------
<S>                                         <C>                  <C>                  <C>                   <C>
Balance at December 31, 1997                           183,586                $ 184             $ 183,402           $ (62,648)

Various 1998 dates
Issued for cash                                         70,400                $  70             $ $70,330

Net (Loss), 12-31-98                                                                                                  (20,460)
                                            ------------------   ------------------   -------------------   ------------------

Balance at December 31, 1998                           253,986                $ 254             $ 253,732           $ (83,108)


Various 1999 dates
Issued for cash                                         80,450                $  80               $80,369

Net (Loss), 12-31-99                                                                                                  (82,145)
                                            ------------------   ------------------   -------------------   ------------------
Balance at December 31, 1999                           334,436                $ 334             $ 334,101           $(165,753)

January 1, 2000
Common stock issued for cash                            31,000                $  31               $30,969

January 1, 2000
Issued for services                                     17,750                $  18               $17,732

Net (Loss), 04-30-00                                                                                                 (109,375)
                                            ------------------   ------------------   -------------------   ------------------

Balance at April 30, 2000                              383,186                $ 383             $ 382,802           $(275,128)
                                            ==================   ==================   ===================   ==================

</TABLE>


See Accompanying Notes to Financial Statements.


                                       -4-
<PAGE>

                                 XTREME WEBWORKS
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                  For the four months                   For the year               August 14, 1994
                                                    ended April 30                    ended December 31            (inception) to
                                                                                                                   April 30,
                                           2000              1999              1999              1998              2000
                                                             (unaudited)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
<S>                                        <C>               <C>               <C>               <C>               <C>
Cash Flows From Operating Activities
   Cash received from customers                   $ 41,341           $ 8,227          $ 30,824          $ 20,351         $ 106,771
   Cash paid to suppliers and vendors            (140,964)           (4,719)         (122,296)          (47,155)         (353,630)
   Interest received                                                                                                           734
                                           ---------------   ---------------   ---------------   ---------------   ---------------
   Net cash provided by (used in)               $ (99,623)           $ 3,508        $ (91,472)        $ (26,804)        $(246,125)
      operating activities


Cash Flows From Investing Activities
   Net borrowings (payments to)                   $ 40,400        $ (22,840)        $ (15,866)        $ (43,208)        $ (62,227)
      related parties
   Purchase of equipment                                 0                 0           (2,930)                 0           (4,309)
   Purchase of investment securities                     0                 0                0                  0          (72,330)
                                           ---------------   ---------------   ---------------   ---------------   ---------------
   Net cash provided by (used in)                 $ 40,400        $ (22,840)        $ (18,796)        $ (43,208)        $(138,866)
      investing activities


Cash Flows From Financing Activities
   Issuance of common stock                       $      0          $      0          $ 80,450          $ 70,400          $296,446
   Proceeds from subscriptions in advance           61,600            20,350             3,100                 0            92,600
                                           ---------------   ---------------   ---------------   ---------------   ---------------
   Net cash provided by financing                 $ 61,600          $ 20,350          $111,450          $ 70,400          $389,046
      activities

   Net increase (decrease) in cash                 $ 2,377           $ 1,018           $ 1,182            $  388           $ 4,055

   Cash and cash equivalents
      at beginning of period                       $ 1,678            $  496            $  496            $  108           $     0
                                           ---------------   ---------------   ---------------   ---------------   ---------------
   Cash and cash equivalents
      at end of period                             $ 4,055           $ 1,514           $ 1,678            $  496           $ 4,055
                                           ===============   ===============   ===============   ===============   ===============
</TABLE>


See Accompanying Notes to Financial Statements



                                       -5-
<PAGE>

                                 XTREME WEBWORKS
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                  For the four months                   For the year               August 14, 1994
                                                    ended April 30                    ended December 31            (inception) to
                                                                                                                   April 30,

                                           2000              1999              1999              1998              2000
                                                             (unaudited)
                                           ---------------   ---------------   ---------------   ---------------   ---------------

<S>                                        <C>               <C>               <C>               <C>               <C>
Reconciliation of net loss to net cash
(used in) operating activities

Net loss                                      $(109,375)          $ (13,334)        $ (82,645)         $(20,460)       $ (275,128)
Adjustments to reconcile net (loss) to
   cash (used in) operating activities:
   Depreciation                                       205                 66               615               197             1,806
   Stock issued as compensation                    17,751                  0                 0                 0            55,491
   Change in assets and liabilities
   (Increase) in accounts receivable             (17,200)                  0                 0                 0          (17,200)

   (Increase) decrease in officers and
      notes receivable                            (2,898)             16,776           (9,442)           (6,541)          (22,988)
   (Increase) in prepaid assets                   (1,500)                  0                 0                 0           (1,500)
   Increase in accounts payable                     6,015                  0                 0                 0             6,015
   Increase in accrued liabilities                  7,379                  0                 0                 0             7,379
                                           ---------------   ---------------   ---------------   ---------------   ---------------

Net cash provided by (used in)
operating activities                            $ (99,623)           $ 3,508        $ (91,472)          $(2,103)        $(246,125)
                                           ===============   ===============   ===============   ===============   ===============



</TABLE>


See Accompanying Notes to Financial Statements.


                                       -6-
<PAGE>

                                 Xtreme Webworks
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Nature of Business and Significant Accounting Policies

Nature of business

Xtreme Webworks  ("Company") was organized August 14, 1994 under the laws of the
State of Nevada,  under the name  Shogun  Investment  Group,  Ltd.  The  Company
designs  and hosts  Internet  websites,  and designs  and  publishes  online and
printed  newsletters.  On May 10,  1998,  the Company  changed it name to Xtreme
Webworks. The Company currently has insignificant  operations and, in accordance
with Statement of Financial  Accounting  Standard (SFAS) No. 7,  "Accounting and
Reporting by Development  Stage  Enterprises," is considered a development stage
company. In the development stage, all pre-operating costs have been expensed as
incurred.

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

Estimates

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

Interim Financial Statements

The financial  statements for the four months ended April 30, 1999 are unaudited
and should be read in conjunction with the Company's annual financial statements
for the years ended  December  31, 1999 and 1998 and the four months ended April
30, 2000.  Such interim  statements  have been prepared in  conformity  with the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant  to  such  rules  and  regulations   pertaining  to  interim  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation have been included. The
results of operations of any interim  period are not  necessarily  indicative of
the results of operations for the full year.

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months of less are considered to be cash  equivalents.  There were no cash
equivalents as of April 30, 2000,  April 30, 1999,  December 31, 1999,  December
31, 1998.

Income taxes

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


                                       -7-
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of Business and Significant Accounting Policies (continued)

Due to the inherent  uncertainty  in forecasts  of future  events and  operating
results,  the Company has provided for a valuation  allowance in an amount equal
to gross  deferred  tax assets  resulting in no net deferred tax assets at April
30, 2000, April 30, 1999, December 31, 1999 and December 31, 1998.

Property and Equipment

Property and  Equipment is stated at cost.  Depreciation  is recorded  using the
straight line method over the useful life of the asset of seven years.

Officer and Notes Receivable

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

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

Non-Marketable Securities

The Company  holds stock  interest in  non-marketable  securities,  primarily in
non-public  companies  controlled  or  owned by  directors  or  officers  of the
Company. Investments are held at cost.

Revenue Recognition

The Company hosts web sites or places  advertising  on the internet for clients.
These  services  require  the  payment  of  monthly  or  quarterly  fees  by the
customers. Revenues are recognized on a monthly basis, as the fees become due or
non-refundable to the client.  The Company also designs web sites and assists in
publishing  both online and printed  newsletters.  Revenue for these services is
recognized as services are  performed and accepted by the client and  collection
of the resulting receivable is reasonably assured.

Software Development Costs

Website development and other computer software costs are primarily marketed for
use by clients.  The  Company  expenses  these  costs in the period  incurred in
accordance  with  Statement  of  Financial  Accounting  Standard  (SFAS) No. 86,
"Accounting for the Costs of Computer Software to be Sole,  Leased, or Otherwise
Marketed."

Stockholders' Equity

Common stock

The authorized  common stock of the Company  consists of 50,000,000  shares with
par value of $0.001.  The company had stock issued and  outstanding on April 30,
2000, 383,186 shares; April 30, 1999, 253,986 shares; December 31, 1999, 334,436
shares;  December 31, 1998 253,986  shares.  The Company has not  authorized any
preferred stock.


                                       -8-
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net loss per common share

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

Basic  net loss per  common  share is based on the  weighted  average  number of
shares  of  common  stock   outstanding.   Weighted  average  number  of  shares
outstanding  for the four months  ended April 30, 2000 and 1999 were 383,186 and
253,986  respectively.  Weighted  average number of shares  outstanding  for the
years ending  December 31, 1999 and 1998 were 280,428 and 189,565  respectively.
Weighted  average  number  of shares  outstanding  for the  period  from date of
inception  through April 30, 2000 were 203,136 shares.  As of April 30, 2000 and
1999 and  December  31, 1999 and 1998,  the  Company  had no dilutive  potential
common shares.

Note 3.      Related Party Transactions
During the four months  ended April 30,  2000,  the Company  published an online
magazine  for a related  party and began design work on an internet web site for
the same related  party.  Related party  revenues and expenses  recorded for the
period  ending  April 30, 2000 were $37,500 and 24,090,  respectively.  Accounts
receivable  from related  parties  included in trade  receivables  is $15,000 at
April 30, 2000.

Note 4.       Restatement
In  October  2000,  the  Company  discovered  accounting  errors  in the  proper
treatment of certain transactions.  As a result of these findings, the Company's
financial  statements  reflect  amounts that are restated from those  previously
reported in its interim report for the four months ended April 30, 2000, and the
fiscal years ended December 31, 1999 and 1998.  Accumulated  deficit at December
31, 1997 have been restated by net expenses of $34,233 to correct adjustments to
common  stock.  Net loss for the four months  ended April 30, 2000 and the years
ended December 31, 1999 and 1998 were restated by $1,935,  $42,927,  and $2,001,
respectively for additional expenses.

                                       -9-
<PAGE>