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 SEPTEMBER 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 November 14, 2000, there were 4,002,317 shares issued and
         outstanding of the Registrant's Common Stock, $.001 par value.

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

<PAGE>

                                XTREME WEBWORKS

                                   FORM 10-QSB

                                TABLE OF CONTENTS


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

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

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

 Independent Accountant's Report .............................. 1

 Financial Statements

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

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

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

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

       Notes to Financial Statements .......................... 7-9

Item 2.  Management's Discussion and Analysis ................. 10

PART II - OTHER INFORMATION ................................... 13

Item 6.  Exhibits and Reports on Form 8-K ..................... 13

SIGNATURES

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.




                                XTREME WEBWORKS

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



                         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
         September  30,  2000  and  the  related   statements   of   operations,
         stockholders'  equity,  and cash flows for the  nine-month  period then
         ended.  These  financial  statements  are  the  responsibility  of  the
         Company's management.

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

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



     /s/ KYLE L. TINGLE
         --------------
         KYLE L. TINGLE
         CERTIFIED PUBLIC ACCOUNTANT
         November 13, 2000

         Henderson, Nevada



                                      -1-
<PAGE>



                                 XTREME WEBWORKS
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                        September 30,          December 31,
                                                                                                 2000                  1999
                                                                                     ----------------      ----------------
          <S>                                                                        <C>                   <C>

                      ASSETS

          CURRENT ASSETS
               Cash                                                                  $          6,231      $          1,678
               Accounts receivable                                                             22,175                     0
               Officer receivable                                                             101,495               101,218
               Notes receivable                                                                14,711                21,748
               Prepaid assets                                                                       0                     0
                                                                                     ----------------      ----------------
                      Total current assets                                           $        144,612      $        124,644

          PROPERTY AND EQUIPMENT, NET                                                $         18,385      $          2,708

          NON-MARKETABLE SECURITIES                                                  $         49,100      $         72,330
                                                                                     ----------------      ----------------
                                     Total assets                                    $        210,097      $        199,682
                                                                                     ================      ================

                       LIABILITIES AND STOCKHOLDERS' EQUITY

          CURRENT LIABILITIES
               Accounts payable                                                      $         16,045      $              0
               Accrued liabilities                                                              7,379                     0
               Subscriptions collected in advance                                                   0                31,000
                                                                                     ----------------      ----------------
                      Total current liabilities                                      $         23,424      $         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
               4,002,317 shares at September 30, 2000;                               $          4,002
               Additional Paid In Capital                                                   1,139,516               334,101
               Accumulated deficit                                                           (954,845)             (165,753)
                                                                                     ----------------      ----------------
                      Total stockholders' equity                                     $        188,673      $        168,682
                                                                                     ----------------      ----------------
                                     Total liabilities and
                                     Stockholders' equity                            $        210,097      $        199,682
                                                                                     ================      ================

</TABLE>


         See Accompanying Notes to Financial Statements.


                                      -2-
<PAGE>




                                 XTREME WEBWORKS
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                 For the three months ended         For the nine months ended
                                                                        September 30,                      September 30,
                                                                    2000             1999              2000             1999
                                                              ---------------   ---------------  ---------------   ---------------
       <S>                                                    <C>               <C>              <C>               <C>

       Revenues                                               $     102,050     $      3,380     $     220,984     $     25,545
                                                              ---------------   ---------------  ---------------   ---------------
                                                              $     102,050     $      3,380     $     220,984     $     25,545
       Operating, general and administrative expenses
          Payroll and related expenses                        $     103,031     $     15,000     $     194,903     $     45,000
          Director compensation                                     330,000                0           330,000                0
          Consulting                                                226,460            7,180           226,460           12,890
          Other operating expenses                                   35,021           18,254           241,152           28,713
          Depreciation                                                1,621               49             1,929              147
                                                              ---------------   ---------------  ---------------   ---------------
              Operating, general and
                administrative expenses                       $     696,133     $     40,483     $     994,444     $     86,750
                                                              ---------------   ---------------  ---------------   ---------------

                    Operating (loss)                          $    (594,083)    $    (37,103)    $    (773,460)    $    (61,205)

       Non-operating income (expense)
          Interest income                                     $       3,680     $      3,438     $       7,598     $      8,666
          (Loss) on non-marketable securities                             0                0           (23,230)               0
          Interest expense                                                0                0                 0                0
                                                              ---------------   ---------------  ---------------   ---------------
                    Net (loss) before income taxes            $    (590,403)    $    (33,665)    $    (789,092)    $    (52,539)

       Federal and state income taxes                         $           0     $          0     $           0     $          0
                                                              ---------------   ---------------  ---------------   ---------------
                Net (loss)                                    $    (590,403)    $    (33,665)    $    (789,092)    $    (52,539)
                                                              ===============   ===============  ===============   ===============

                Net (loss) per share                          $     (0.4247)     $   (0.1209)     $    (1.0704)     $   (0.2000)
                                                              ===============   ===============  ===============   ===============
                Average Number of Shares
                of Common Stock Outstanding                       1,390,156          278,443           737,207          263,284
                                                              ===============   ===============  ===============   ===============




</TABLE>



         See Accompanying Notes to Financial Statements.



                                      -3-
<PAGE>




                                 XTREME WEBWORKS

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    Nine months ended September 30, 2000 and
                        the year ended December 31, 1999
                                  (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
          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 from subscribed                        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

          August / September, issued for cash                       121,600     $        122     $     121,478

          September 6, 2000, issues to services                     556,460     $        556     $     555,904

          September 6, 2000, 3.5 to one stock split               2,858,798     $      2,859     $      (2,859)

          Net (loss), 09-30-00                                                                                         (789,092)
                                                              ---------------   ---------------  ---------------   ---------------
          Balance at September 30, 2000                           4,002,317     $      4,002     $   1,139,516     $   (954,845)
                                                              ===============   ===============  ===============   ===============



</TABLE>




         See Accompanying Notes to Financial Statements.


                                      -4-
<PAGE>




                                 XTREME WEBWORKS
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              For the three months ended            For the nine months ended
                                                                      September 30,                      September 30,
                                                                   2000              1999             2000              1999
                                                              --------------    ---------------  ---------------   ---------------
<S>                                                           <C>               <C>              <C>               <C>
Cash Flows From Operating Activities
       Cash received from customers                           $     102,432     $       3,380    $     198,816     $      25,545
       Cash paid to suppliers and vendors                          (131,054)          (40,434)        (365,408)          (86,603)

                                                              --------------    ---------------  ---------------   ---------------

       Net cash provided by (used in)
          operating activities                                $     (28,622)    $     (37,054)   $    (166,592)    $     (61,058)

Cash Flows From Investing Activities
       Net borrowings (payments to)
          related parties                                     $     (44,210)    $      (6,646)   $      14,351     $     (13,287)
       Purchase of equipment                                        (17,606)           (1,620)         (17,606)           (2,070)
       Purchase of investment securities                                  0                 0                0                 0
                                                              ---------------   ---------------  ---------------   ---------------
       Net cash provided by (used in)
          investing activities                                $     (61,816)    $      (8,266)   $      (3,255)     $    (15,357)

Cash Flows From Financing Activities
       Issuance of common stock                               $     121,600     $      46,600    $     174,400     $      80,450
       Proceeds from subscriptions in advance                       (25,000)                0                0                 0
                                                              ---------------   ---------------  ---------------   ---------------
       Net cash provided by financing activities              $      96,600     $      46,600    $     174,400     $      80,450

       Net increase (decrease) in cash                        $       6,162     $       1,280    $       4,553     $       4,035
       Cash and cash equivalents
           at beginning of period                             $          69     $       3,251    $       1,678     $         496
                                                              ---------------   ---------------  ---------------   ---------------
       Cash and cash equivalents
          at end of period                                    $       6,231     $       4,531    $       6,231     $       4,531
                                                              ===============   ===============  ===============   ===============



</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 nine months ended
                                                                        September 30,                        September 30,
                                                                    2000              1999             2000              1999
                                                              ---------------   ---------------   ---------------  ---------------
<S>                                                           <C>               <C>               <C>              <C>
Reconciliation of net loss to net cash (used in)
   operating activities

Net loss                                                      $    (590,403)    $     (33,665)    $   (789,092)    $     (52,539)
Adjustments to reconcile net (loss) to cash
     (used in) operating activities:
     Depreciation                                                     1,621                49            1,929               147
     Loss on write-off of non-marketable securities                       0                 0           23,230                 0
     Stock issued as compensation                                   556,460                 0          603,683                 0
     Change in assets and liabilities
          (Increase) in accounts receivable                             375                 0          (22,175)                0
          (Increase) decrease in officers
             and notes receivable                                    (3,674)           (3,438)          (7,591)           (8,666)
          Decrease in prepaid assets                                      0                 0                0                 0
          Increase in accounts payable                                6,999                 0           16,045                 0
          Increase in accrued liabilities                                 0                 0            7,379                 0
                                                              ---------------   ---------------   ---------------  ---------------
       Net cash provided by (used in)
          operating activities                                $     (28,622)    $     (37,054)    $   (166,592)    $     (61,058)
                                                              ===============   ===============   ===============  ===============



</TABLE>




         See Accompanying Notes to Financial Statements.


                                      -6-
<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 September  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 September 30, 2000 and December 31, 1999.




                                      -7-
<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;
         furniture and equipment, seven years; computer equipment and
         peripherals, three 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 the net loans to companies  controlled or
         owned by directors or officers of the Company.  The notes are unsecured
         and due on demand by the  Company.  The notes bear an interest  rate of
         10% per annum.

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

         The  Company  holds  stock  interest  in   non-marketable   securities,
         primarily in non-public  companies  controlled or owned by directors or
         officers of the Company. 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 September  30, 2000,  4,002,317  shares;  September 30,
         1999,  328,986  shares;  and  December 31, 1999,  334,436  shares.  The
         Company has not authorized any preferred stock

         On September 6, the Board of Directors of the Company approved issuance
         of shares to certain board members and Shogun  Investment Group, Ltd, a
         company  related  through  common  ownership and  management,  for work
         performed for the Company.  A total of 556,460 shares were issued.  The
         shares are valued at one dollar  ($1.00) per share,  the sales price of
         shares to third parties on September 5, 2000. Director compensation and
         consulting  fees to  non-directors  for the period ended  September 30,
         2000 totaled $330,000, and $226,460, respectively.



                                      -8-
<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 nine months ended  September  30, 2000 and
         1999 were 737,207 and 263,284 respectively.  Weighted average number of
         shares  outstanding for the three months ending  September 30, 2000 and
         1999 were 1,390,156 and 278,443 respectively.  As of September 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  September 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 nine-month  period ending  September 30,
         2000 were  $100,180  and $77,662,  respectively.  There were no related
         party revenues and expenses for the three-month period ending September
         30, 2000.  Accounts  receivable from related parties  included in trade
         receivables is $20,000 at September 30, 2000.





                                      -9-
<PAGE>


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

GENERAL OVERVIEW

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

The Promotion Program

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

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

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


                                      -10-
<PAGE>


RESULTS OF OPERATIONS

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

         REVENUES.  For the three months ended September 30, 2000, revenues were
approximately $102,000,  an increase of approximately $98,600 or 2900%, versus
revenues of approximately $3,400 for the three months ended September 30, 1999.
The increase in revenues for the 2000 period was due primarily to:
1) an increase in sales of the Company's promotion product due to improvement of
the Company's product and expansion of the Company's sales and promotions
forces, 2) an increase in the number of clients served, and 3) an increase in
the Company's client retention rate.

         OPERATING EXPENSES.  Operating  expenses increased to approximately
$696,000 for the three months ended September 30, 2000 as compared to $40,500
for the three months ended September 30, 1999.  This increase in operating
expenses for the three months ended September 30, 2000 occurred  primarily
due to:  1) an increase in payroll expenses, due to the hiring of 11 new
employees in conjunction with the creation and/or expansion of departments
within the Company, including sales, marketing, promotion, and customer service
departments, 2) stock compensation for the Company's directors and consulting
services, including accounting and legal fees, and 3) an increase in production
equipment and software.

         NET PROFIT  (LOSS).  Net loss for the three months ended September 30,
2000 increased by approximately $557,000 from the comparable period in the prior
year as a result of the aforementioned increase in overhead expenses due to
expansion of the Company.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999

         REVENUES.  For the nine months ended September 30, 2000, revenues  were
approximately $221,000, an increase of approximately $195,500, or 770%, versus
revenues of approximately $25,500 for the nine months ended September 30, 1999.
The increase in revenues for the 2000 period was due primarily to: 1) rapid
expansion of the Company during the 3rd quarter of 2000, including the creation
and/or expansion of its research and development, sales, marketing, promotion,
and customer service departments, resulting in improvement of the Company's
product and increased product cost, 2) the publication of two publications for
one of the Company's primary clients, World Stock Watch, a financial
publication.

         OPERATING EXPENSES.  Operating  expenses increased to approximately
$994,000 for the nine months ended September 30, 2000 as compared to $87,000
for the nine months ended September 30, 1999. This increase in operating
expenses for the nine months ended September 30, 2000 occurred primarily due to
expansion of the Company's operations, including the hiring of 11 new employees,
the creation and/or expansion of departments within the Company, stock
compensation for the Company's directors and consulting services fees, and
increased production expenses for additional clients.





                                      -11-
<PAGE>


         NET  PROFIT  (LOSS).  Net loss for the nine months ended September 30,
2000 increased by approximately $737,000 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 September 30, 2000, the Company had
assets of approximately $210,000, compared to $200,000 as of December 31, 1999.
The increase of approximately $26,700 in cash and accounts receivable as
of September 30, 2000 was offset by a decrease in notes receivable and non-
marketable securities held by the Company.  The Company's current liabilities
decreased from approximately $31,000 as of December 31, 1999 to $41,425 as of
September 30, 2000.  The Company's increase in accounts payable as of September
30, 2000 was offset by the absence of any subscriptions collected in advance
during the same time period, as compared to December 31, 1999.

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
-----       -------------------------------------------------

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

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

            Material Contracts

10.1          New Service Agreement

10.2          Lease Agreement (with attached exhibits).
                (Incorporated by reference from Exhibit 10.2 of Form 10SB12G/A
                 filed November 7, 2000).

27.1        Financial Data Schedule
              For period ending September 30, 2000.

(b)      Reports on Form 8-K

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




                                      -13-
<PAGE>


EXHIBIT 10.1

                             XTREME WEBWORKS, INC.
                              PROMOTIONAL AGREEMENT

Please complete and fax to Xtreme Webworks, Inc., at (702) 967-0123.

Company Name:  _________________________________________________________

Contact Name and Title:____________________________________________________

Street Address:___________________________________________________________

City:________________________________State:____________________Zip:________

Work Phone:__________________________Fax:_______________________________

Email address:____________________________________________________________

Xtreme Webworks, Inc., will provide the Promotional Campaign for:

http://www.______________________________________________________________
-------------------------------------------------------------------------

         Three Month Campaign                        $2,000.00

PAYMENT INFORMATION:
Visa_____Mastercard_____American Express_____Discover_____Ck #_____

Credit Card #_____________________________________________________

Expiration Date___________________________________________________

Check by Phone or fax:
Bank Name__________________________Address_____________________________

Account Name_______________________Account #____________________________

ABA#__________________________________________________________________

Drivers License #_________________________________________________________




                                      -14-
<PAGE>



                             XTREME WEBWORKS, INC.
                              PROMOTIONAL AGREEMENT
                                     (cont.)



     Xtreme  Webworks,  Inc.,  agrees to use its best  efforts  to  promote  the
indicated  website.  This  form  constitutes  a  binding  contract  between  the
undersigned and Xtreme  Webworks,  Inc. The contract shall be enforceable  under
the laws of the State of Nevada.

The client  agrees to protect and  indemnify  Xtreme  Webworks,  Inc.,  from any
claims of libel,  copyright  violation,  plagiarism,  and other  suits or claims
based on the content or subject matter of the client's website.  All claims made
are the responsibility of the client. No refunds apply.

The foregoing  constitutes the entire  agreement  between the parties and may be
modified only in writing and signed by all parties.

Authorized Signature:____________________________________________Date:_____


Xtreme Webworks, Inc.:__________________________________________Date:_____

Xtreme Webworks will provide the following list of services:

-Creation of 280 HTML attraction pages for your site.
-An attraction  page.  This is an individual  page that attracts a search engine
for one keyword.  The actual  content of the page is relevant to your site. We
will select 20 keywords  and supply an  attraction  page for each  keyword for
each major search engine.
-An enter button.  This appears on the attraction  page.  -Submission of doorway
pages to the 14 major search engines daily.  -Submit "your site" to 1,000+ other
minor search engines weekly.  -Manually submit site to WEB  Directories:  Yahoo,
NBCI, Open Directory and more.
-Arrange,  update and maintain hyperlinks to your site from 1000+ link locations
around the world.
-Post your link to and from "Our Friends Page" (Link  Exchange  Program).  -Send
press  releases to World Wide Press  sources  that match your  specific  company
criteria.  -Post a block ad on hundreds  of  advertising  sites  around the web.
-Changes and updates to all pages regularly.






                                      -15-
<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:  November 14, 2000                   By:  /s/ Shaun Hadley
                                              -------------------------
                                                   SHAUN HADLEY
                                                   PRESIDENT


Date:  November 14, 2000                   By:  /s/ Paul Hadley
                                              -------------------------
                                                   PAUL HADLEY
                                                   SECRETARY OF THE BOARD


                                      -16-
<PAGE>