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

                                   FORM 10-QSB

                                   (MARK ONE)
    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004.
                                       OR
        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.

                        COMMISSION FILE NUMBER: 000-30914

                             XTREME COMPANIES, INC.
                             ----------------------


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


 11782  Western  Ave.,  Unit  18
    Stanton,  California                                      90680
 (Address  of  principal  executive  offices)                  (Zip  Code)


                             (714)  895-0944
                       Issuer's  Telephone  Number



Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act 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 [ ]

At  March  31,  2005,  we  had  17,293,119  shares  of  Common  Stock issued and
outstanding,  $.001  par  value.

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

                             XTREME COMPANIES, INC.

                              TABLE  OF  CONTENTS

PART  I.  FINANCIAL  INFORMATION
--------------------------------
Item  1.  Financial  Statements                                             1-9

Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.   9

Item  3.  Controls  and  Procedures.                                         12


PART  II.  OTHER  INFORMATION
----------------------------
Item  1.  Legal  Proceedings                                                 13

Item  2.  Unregistered Sales of Equity Securities and Use of  Proceeds       13

Item  3.  Defaults  Upon  Senior  Securities.                                13

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders        13

Item  5.  Other  Information                                                 13

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




                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.


                             XTREME COMPANIES, INC.

                              Financial Statements
                    For the Three-Months Ended March 31, 2005

                                   (Unaudited)


           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
Xtreme  Companies,  Inc.


We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
March  31,  2005 and the related statements of operations and cash flows for the
three  months  ended  March  31,  2005  and  2004,  included in the accompanying
Securities  and  Exchange  Commission Form 10-QSB for the period ended March 31,
2005.  These  financial  statements  are  the  responsibility  of  the Company's
management.

We  conducted  our  reviews  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 auditing standards of the Public Company Accounting Oversight
Board  (United  States),  the objective of which is the expression of an opinion
regarding  the  financial statements as a whole.  Accordingly, we do not express
such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern  unless  it is able to generate sufficient cash flows to meet its
obligations and sustain its operations.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

We  have previously audited, in accordance with auditing standards of the Public
Company  Accounting  Oversight  Board  (United  States), the balance sheet as of
December  31,  2004,  and  the  related  statements of operations, stockholders'
equity  and  cash  flows for the year then ended (not presented herein).  In our
report  dated  April  13,  2005,  we  expressed  an unqualified opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying balance sheet as of March 31, 2005 is fairly stated in all material
respects  in  relation  to  the  balance  sheet  from which it has been derived.


Michael  Johnson  &  Co.,  LLC.
Denver,  Colorado
May  13,  2005





                             XTREME COMPANIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


                             XTREME COMPANIES, INC.


                                TABLE OF CONTENTS


                                                        PAGE

INDEPENDENT ACCOUNTANTS' REPORT                             1

BALANCE SHEETS                                              2

STATEMENTS OF OPERATIONS                                    3

STATEMENTS OF CASH FLOWS                                    4

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)                5

NOTES TO FINANCIAL STATEMENTS                             6-9


<TABLE>
<CAPTION>
                          XTREME COMPANIES, INC.
                      CONSOLIDATED BALANCE SHEETS
                        March 31, 2005 and 2004
                             (UNAUDITED)

<S>                                                     <C>            <C>

ASSETS
                                                                2005           2004
                                                        -------------  -------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $      6,066   $     40,867
Note receivable. . . . . . . . . . . . . . . . . . . .       526,176              -
Prepaid expenses . . . . . . . . . . . . . . . . . . .         2,955          7,469
Other current assets . . . . . . . . . . . . . . . . .        29,674              -
                                                        -------------  -------------

   TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . .       564,871         48,336
                                                        -------------  -------------

NET PROPERTY & EQUIPMENT . . . . . . . . . . . . . . .         4,213          5,169
                                                        -------------  -------------

 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $    569,084   $     53,505
                                                        =============  =============


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses. . . . . . . . .  $    434,265   $    270,927
Payroll tax liabilities. . . . . . . . . . . . . . . .       117,875        118,375
Convertible debts. . . . . . . . . . . . . . . . . . .        90,000         60,927
Deferred revenues. . . . . . . . . . . . . . . . . . .        48,000              -
                                                        -------------  -------------

     TOTAL CURRENT LIABILITIES . . . . . . . . . . . .       690,140        450,229
                                                        -------------  -------------

LONG TERM LIABILITIES
Convertible debts, less current portion. . . . . . . .       871,839        246,750
                                                        -------------  -------------

  TOTAL LIABILITIES. . . . . . . . . . . . . . . . . .     1,561,979        696,979
                                                        -------------  -------------

COMMITMENTS AND CONTINGENCIES, NOTE 6

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized
  shares at $.001 par value, 17,293,119 shares issued
  and outstanding at March 31, 2005. . . . . . . . . .        17,293          9,640
Additional paid-in capital . . . . . . . . . . . . . .    17,780,842     16,212,994
Deferred compensation. . . . . . . . . . . . . . . . .      (110,000)      (110,000)
Accumulated deficit. . . . . . . . . . . . . . . . . .   (18,681,030)   (16,756,108)
                                                        -------------  -------------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT) . . . . . .      (992,895)      (643,474)
                                                        -------------  -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT) . . . . . . . . . . . . . . . . . .  $    569,084   $     53,505
                                                        =============  =============
See accompanying notes to financial statements

</TABLE>
                                             1


<TABLE>
<CAPTION>



                             XTREME COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2005 and 2004
                                   (UNAUDITED)


<S>                                    <C>           <C>
                                              2005         2004
                                       ------------  -----------

NET REVENUE . . . . . . . . . . . . .  $    68,000   $   94,051

COST OF GOODS SOLD. . . . . . . . . .       59,066       46,918
                                       ------------  -----------
  GROSS PROFIT. . . . . . . . . . . .        8,934       47,133

OPERATING EXPENSES
Consutling fees . . . . . . . . . . .      334,365      149,240
Marketing . . . . . . . . . . . . . .       83,941            -
Investor relations. . . . . . . . . .       78,935       85,930
Consulting fees . . . . . . . . . . .       22,000            -
Professional fees . . . . . . . . . .       21,100       45,860
Sales commissions . . . . . . . . . .       12,000        9,900
Rent. . . . . . . . . . . . . . . . .       10,796       12,527
Officer compensation. . . . . . . . .       10,000      117,929
Depreciation and amortization . . . .          227          275
Writedown of assets . . . . . . . . .            -       84,821
Salaries. . . . . . . . . . . . . . .            -       18,986
Other operating expenses. . . . . . .       30,499       49,672
                                       ------------  -----------
                                           603,863      575,140
                                       ------------  -----------

  LOSS FROM OPERATIONS. . . . . . . .     (594,929)    (528,007)

OTHER INCOME (EXPENSES)
Interest expense. . . . . . . . . . .     (429,030)     (36,562)
                                       ------------  -----------

  LOSS BEFORE INCOME TAXES. . . . . .   (1,023,959)    (564,569)
                                       ------------  -----------

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

  NET LOSS. . . . . . . . . . . . . .  $(1,023,959)  $ (564,569)
                                       ============  ===========

BASIC AND DILUTED NET LOSS PER SHARE.  $     (0.08)  $    (0.06)
                                       ============  ===========

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING. . . . . . . . . .   12,809,985    9,463,901
                                       ============  ===========
See accompanying notes to financial statements

</TABLE>
                                             2


<TABLE>
<CAPTION>



                             XTREME COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 2005 and 2004
                                   (UNAUDITED)


<S>                                                <C>           <C>
                                                          2005        2004
                                                   ------------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . .  $(1,023,959)  $(564,569)
Adjustment to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization. . . . . . . . .       15,603         275
Writedown of assets . . . . . . . . . . . . . . .            -      84,821
Issuance of stock for services. . . . . . . . . .       83,591     341,363
Issuance of stock for directors' fees . . . . . .      334,365           -
Issuance of stock or warrants for debt inducement      250,774           -
Debt conversion feature expense . . . . . . . . .      142,500           -
(Increase) decrease in current assets:. . . . . .            -
Note receivable . . . . . . . . . . . . . . . . .     (381,571)          -
Deposits. . . . . . . . . . . . . . . . . . . . .            -      10,000
Other current assets. . . . . . . . . . . . . . .         (160)          -
Increase (decrease) in current liabilities:
   Accrued expenses and accounts payable. . . . .       44,750     (38,775)
   Payroll tax liabilities payable. . . . . . . .         (500)          -
   Deferred revenues. . . . . . . . . . . . . . .      (20,000)          -
                                                   ------------  ----------

NET CASH USED IN OPERATING ACTIVITIES . . . . . .     (554,607)   (166,885)
                                                   ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable . . . . . . . . . . .            -     146,000
Proceeds from related party convertible debts . .      450,000           -
                                                   ------------  ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES . . . .      450,000     146,000
                                                   ------------  ----------

NET INCREASE IN CASH. . . . . . . . . . . . . . .     (104,607)    (20,885)

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

CASH AT END OF PERIOD . . . . . . . . . . . . . .  $     6,066   $  40,867
                                                   ============  ==========

SUPPLEMENTAL DISCLOSURE OF CASHFLOWS
Interest paid . . . . . . . . . . . . . . . . . .           55          62
Income taxes paid . . . . . . . . . . . . . . . .            -           -

See accompanying notes to financial statements

</TABLE>
                                             3


<TABLE>
<CAPTION>



                                                   XTREME COMPANIES, INC.
                                        STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
                                                         (UNAUDITED)


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

BALANCE, December 31, 2004 . . . . .    11,035,156       11,035   16,861,183        (110,000)     (17,657,071)     (894,853)

Recapitalization upon
reverse merger acquisition . . . . .        59,687           60          (60)              -                -             -

Issuance of common stock
for consulting services. . . . . . .       557,275          557       83,034               -                -        83,591

Issuance of common stock
for director's compensation. . . . .     2,229,101        2,229      332,136               -                -       334,365

Beneficial conversion feature
on convertible debentures. . . . . .             -            -      142,500               -                -       142,500

Conversion of debts. . . . . . . . .       340,074          340       36,938               -                -        37,278

Issuance of stock and stock warrants
for debt inducement. . . . . . . . .     3,071,826        3,072      325,111               -                -       328,183

Net loss . . . . . . . . . . . . . .             -            -            -               -       (1,023,959)   (1,023,959)
                                      ------------  -----------  ------------  --------------  ---------------  ------------

BALANCE, March 31, 2005. . . . . . .    17,293,119  $    17,293  $17,780,842   $    (110,000)  $  (18,681,030)  $  (992,895)
                                      ============  ===========  ============  ==============  ===============  ============
See accompanying notes to financial statements

</TABLE>
                                             4


                             XTREME COMPANIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

Xtreme  Companies  was  organized August 14, 1994 under the laws of the State of
Nevada, under the name of Shogun Advertising, Inc.  On May 10, 2003, the Company
changed  its  name  to Xtreme Webworks, the Company offered services to Internet
companies,  assisting  in  higher recognition placement with search engines.  It
also  designed  and  hosted Internet web sites and designed and published online
and  printed  newletters.  On  April  24,  2002, the Company changes its name to
Xtreme  Companies,  Inc.  (the  "Company").   Effective  November  30, 2002, the
Company  discontinued  its  operations  of  Xtreme  Webworks.

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

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2004 audited financial statements were
filed  in  the  Company's  Form 10-KSB on April 15, 2005 with the Securities and
Exchange Commission and are hereby referenced. In the opinion of management, all
adjustments  considered  necessary  for  a fair presentation have been included.

Going  Concern
--------------
The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as  a going concern. The Company's
current  liabilities exceed the current assets by $125,269 as of March 31, 2005.
The  Company  had operating losses of $594,929 and $528,007 for the three months
ended  March  31,  2005  and  2004,  respectively.

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

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

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

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

Note  Receivable
----------------
During  December  2004 and throughout the three months ended March 31, 2005, the
Company  providing  financing  totaling  $526,176  to  Challenger  Offshore
("Challenger"),  a  Missouri  boat  manufacturer.  The  Company  provided  this
financing  in  the form of a note receivable.  Repayment and interest terms were
not  determined  as  of  the  date  of  these  financial  statements.
The  Company signed a marketing and distribution agreement on March 1, 2005 with
Challenger  as  described  in  Note  8  herein.

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

                                             5

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

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


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

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

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

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

Fair  Value  of  Financial  Instruments
---------------------------------------
The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of March 31, 2005 and March 31, 2004, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

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

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

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

                                             6

Advertising  Costs
------------------
Advertising  and  promotional  activities  are  expensed  when  incurred.

Shipping  and  Handling  Costs
------------------------------
Shipping  and  handling costs are expensed when incurred. The Company recognizes
all  revenues  and  change  of  title to be FOB destination point. All sales are
recorded  when  the products are received by the customer. The Company bills its
customers on a separate basis for shipping and handling costs. Amounts billed to
customers  for  shipping  and  handling  are  recorded  as  revenues,  and  more
specifically within the "product sales" revenue subcategory. Amounts incurred by
the  Company for shipping and handling costs related to the sale and delivery of
goods to its customers are included in other operating expenses in the statement
of  operations.  Total  shipping  and  handling costs were $5,934 and $0 for the
three  months  ended  March  31,  2005  and  2004,  respectively.

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


<TABLE>
<CAPTION>
<S>                                              <C>
Deferred tax assets:
    Net operating loss carryforwards                 $18,681,030
    Valuation allowance for deferred tax assets      (18,681,030)
                                                 ---------------
    Net deferred tax assets                     $              -
                                                 ===============
</TABLE>

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain.  Accordingly, the net deferred tax
assets  have  been fully offset by a valuation allowance.  As of March 31, 2005,
the  Company  had  net  operating  loss  carryforwards  of  approximately
$18,681,030  for federal  income tax purposes.  Utilization of the net operating
loss  may  be  subject  to  substantial  annual limitations due to the ownership
change  limitations  provided  by  the  Internal  Revenue Code and similar state
provisions.  The  annual  limitation  could  result in the expiration of the net
operating  loss  before  utilization.


2.     PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  March 31, 2005 and 2004 consists of the following:


<TABLE>
<CAPTION>



<S>                                             <C>       <C>
                                                   2005     2004
                                                --------  -------
Machinery & equipment. . . . . . . . . . . . .  $ 4,505   $4,505
Furniture and fixtures . . . . . . . . . . . .      985      985
                                                --------  -------
                                                  5,490    5,490
Less accumulated depreciation and amortization   (1,277)    (321)
                                                --------  -------
                                                $ 4,213   $5,169
                                                ========  =======
</TABLE>





2.     ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts payable and accrued expenses at March 31, 2005 and 2004 consists of the
following:

                                             7

<TABLE>
<CAPTION>



<S>               <C>            <C>
                  December 31,
                           2003
                  -------------
                           2005      2003
                  -------------  --------
Accounts payable  $     213,761  $197,908
Accrued expenses        220,504    73,019
                  -------------  --------
                  $     434,265  $270,927
                  =============  ========
</TABLE>




4.     CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

During  the  quarter ended March 31, 2005, the Company issued a discounted total
of $570,000 worth of 8%, 5-Year Term, Convertible Debentures. The total discount
in  the  amount  of $95,000 is amortized over the 5-year term of the debentures.
Total  amortization  related  to  these  particular  convertible  debentures and
warrants  was  $15,376  for  the three months ended March 31, 2005. The warrants
associated  with  the  convertible  debenture are not detachable. The Debentures
shall  pay  eight  percent (8%) cumulative interest and are subject to automatic
conversion  at the end of five (5) years from the date of issuance at which time
all  Debentures  outstanding  will  be  automatically  converted  based upon the
formula  set  forth  in the agreement. The Debentures convert at the lower of a)
75%  of  the  lowest closing bid price of the common stock during the 15 trading
days  immediately  preceding  conversion  or  b) 100% of the average of the five
lowest  closing  bid  prices  for  the 30 trading days immediately following the
first  reverse split in the stock price. In accordance with EITF 00-27 98-5, the
beneficial  conversion feature on the issuance of the convertible debentures for
the  three  months  ended  March  31,  2005  has  been recorded in the amount of
$142,500,  equal  to  25%  of  the  face  value  of  each  note.

5.     COMMITMENTS  AND  CONTINGENCIES

Legal  Matters
--------------
None.

6.     CAPITAL  STOCK  TRANSACTIONS

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

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

During  the  three  months  ended  March  31,  2005,  the following common stock
transactions  were  made:

The  Company  issued  59,687  shares of the Company's common stock in connection
with  the  merger  with  Rockwell  Power Systems in 2003, and were accounted for
during  the  merger  of  Rockwell International and Xtreme Companies; therefore,
there  was no additional expense associated with the issuance of these shares to
be  included  in  the  report  for  three  months  ended  March  31,  2005.

The  Company  issued  557,275 shares of the Company's common stock in connection
with  the  marketing  and  distribution  agreement effective March 1, 2005, with
Challenger,  amounting  to  $83,591.

The Company issued 2,229,101 shares of the Company's common stock for directors'
compensation  amounting  to  $334,365.

The  Company  issued  340,074  shares  of  the  Company's  common  stock for the
conversion  of  $37,278  in  debts  incurred  in  previous  years.

The  Company  issued  3,071,826 shares of the Company's common stock to majority
stockholders  as an inducement to provide financing to the Company, amounting to
$328,183.

The  Company  issued warrants to eFund Capital Partners, LLC to purchase 120,000
shares  of  common  stock  at  .08 per share.  The warrants  expire on March 18,
2010.

The  Company  issued  a  warrant  to  Dutchess  Private Equities Fund, II, LP to
purchase  240,000  shares  of  common stock at .08 per share.  The warrant has a
term  of  five  years.

On March 7, 2005, the Company issued 1,671,826 shares to eFund Capital Partners,
LLC  as  an inducement for an investment in the Company.  The shares were valued
at  $256,774.

                                             8


7.     RENTS

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


8.     MARKETING  AND  DISTRIBUTION  AGREEMENT

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

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

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


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2004 and March 31, 2003. The following discussion should
be  read  in  conjunction  with  our  financial statements and the notes thereto
included  herewith.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without  limitation, statements concerning possible or assumed future results of
operations  and  those  preceded  by,  followed  by  or  that  include the words
"believes,"  "could,"  "expects,"  "intends,"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including: materially adverse
changes  in  economic  conditions  in  the  markets that we and our subsidiaries
serve;  competition from others in the markets and industry segments occupied by
us  and  our  subsidiaries;  the  ability  to enter, the timing of entry and the
profitability  of  entering  new  markets;  greater  than  expected  costs  or
difficulties  related  to  the  integration  of  the  businesses acquired by our
subsidiaries;  and other risks and uncertainties as may be detailed from time to
time  in  our  public  announcements  and  SEC  filings. Although we believe the
expectations  reflected  in  the forward-looking statements are reasonable, they
relate  only  to events as of the date on which the statements are made, and our
future  results,  levels  of  activity, performance or achievements may not meet
these  expectations.  We  do  not  intend  to  update any of the forward-looking
statements after the date of this document to conform these statements to actual
results  or  to  changes  in  our  expectations,  except  as  required  by  law.

                                             9

OVERVIEW

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

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

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

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

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

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

PRODUCT  SPECIFICATIONS
-----------------------


         Load        Fuel        Towing       Passenger
Model    Capacity    Capacity    Capacity     Capacity
-------  ----------  ----------  -----------  ---------

12 Foot  2,200 lbs.  32 gallons   7,000 lbs.       5
15 Foot  5,500 lbs.  58 gallons  10,000 lbs.       6

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

PATROL  RESCUE  JET
-------------------

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

FIRE  AND  RESCUE  JET
----------------------

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

MARKETING  AND  DISTRIBUTION  AGREEMENT
---------------------------------------

On  March  1,  2005, we signed an exclusive distribution and marketing agreement
with  Marine Holdings, Inc. d/b/a Challenger Offshore.  Challenger offers a line
of  high  performance cabin cruisers, and fishing boats.  We agreed to assist in
the  distribution  efforts for Challenger Offshore to new dealers and to consult
on  certain  aspects of the manufacturing process.  Challenger manufactures most
of  their  models  in  their Washington, MO headquarters.  We intend to sell the
Challenger boats to dealers and the dealers will place orders for the Challenger
Boats,  if  any,  with  us.

                                             10

THREE  MONTHS  ENDED  MARCH 31, 2005 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2004

NET  REVENUES
-------------

We  generated consolidated revenues for the three months ended March 31, 2005 of
$68,000  as  compared  to $94,051 for the three months ended March 31, 2004. The
decrease  in  revenue  is  due  to  our  decrease  in  fire  boats  sales.

COST  OF  REVENUE
-----------------

We incurred Cost of Revenue of $59,066 for the three months ended March 31, 2005
as  compared  to  $46,918 for the three months ended March 31, 2004. The Cost of
Revenue  is  due  to  materials  and  labor  for  construction  of  our  boats.

OPERATING  EXPENSES
-------------------

We  incurred  costs  of for the three months ended March 31, 2005 of $594,929 as
compared to  $528,007 for the three months ended March 31, 2004. The increase in
Operating  Expenses  in  the  current period is primarily due to the increase in
consulting  fees  paid for the marketing agreement with Challenger Offshore.  We
also  incurred  increase  marketing  costs for the development of a campaign for
Challenger  Offshore's  line  of  boats.

Net  loss
---------

We  had  a  net loss of $1,023,959  for the three months ended March 31, 2005 as
compared to a net loss of  ($564,569) for the three months ended March 31, 2004.
The  Net  Loss  increased  due  to higher operating expenses as described above.

Basic  and  diluted  loss  per  share
-------------------------------------

Our  basic  and diluted loss per share for the three months ended March 31, 2005
was  ($0.08)  as  compared to ($0.06) for the three months ended March 31, 2004.
The  Net  Loss  increased  to  to  a  higher  Net  Loss.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting  in the development of those companies internally. If we are unable to
raise  any  additional capital our operations will be curtailed. As of March 31,
2005,  we  had  total  Current Assets of $564,871 as compared to $48,336 for the
three  months  ended March 31, 2004.  The increase is due to the note receivable
from  Challenger  Offshore.  Current  Liabilities  of  $690,140  as  compared to
$450,229  in  the three months ended March 31, 2004. The increase in liabilities
was  due to an increase in Accounts Payable and Convertible Debentures issued by
the  Company.  Cash  and  cash  equivalents  were $6,066 as of March 31, 2005 as
compared  to  $40,867  at March 31, 2004. The Company decrease in cash is due to
the  increase  in  production  and  marketing  for  Challenger  Offshore.  Our
Stockholder's Deficit at March 31, 2005 was ($992,895) as compared to ($643,474)
for the three months ended March 31, 2004.  The increase in Stockholders Deficit
is  due  to  the  issuance  of  new  shares  in  the  first  quarter  of  2005.
..

We  had  a  net  usage  of cash due to operating activities in March 31, 2005 of
($554,607),  as  compared  to ($166,885) during the three months ended March 31,
2004.  The higher use of cash from operating activities is due to the higher Net
Loss  and  increase  in  Note  Receivable. We had net cash provided by financing
activities  of  $450,000  and  $146,000 in the three months ended March 31, 2005
and  2004,  respectively.  The  increase  is  primarily  due  to the issuance of
debentures.  We  had $0 from borrowings in the three months ended March 31, 2005
as  compared  to  $0  in  the  corresponding  period  last  year.

FINANCING  ACTIVITIES
---------------------

On  January  3,  2005,  we issued convertible debentures of $240,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  January 3, 2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP  to  purchase 240,000 shares of common stock at .08 per
share.  The  warrant  has  a  term  of  five  years.

On  March  8,  2005,  we  issued  convertible debentures of $120,000 to Dutchess
Private  Equities  Fund,  LP.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  January 3, 2010.

                                             11

In connection with the above financing, the Company issued a warrant to Dutchess
Private  Equities Fund, LP to purchase 120,000 shares of common stock at .08 per
share.  The  warrant  has  a  term  of  five  years.

On March 9, 2005, we issued a promissory Note to Dutchess Private Equities Fund,
II,  LP  in  the amount of $90,000.  The Note carries an interest rate of 0% per
year and was due on April 11, 2005.  We have not paid any amounts to Dutchess as
of  March  31,  2005.

On  March 10, 2005, we issued convertible debentures of $60,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  March  10,  2010

In  connection  with  the  above financing, we issued a warrant to eFund Capital
Partners,  LLC  to purchase 60,000 shares of common stock at .08 per share.  The
warrant  has  a  term  of  five  years.

On  March 18, 2005, we issued convertible debentures of $60,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  March  10,  2010.

In  connection  with  the  above financing, we issued a warrant to eFund Capital
Partners,  LLC  to purchase 60,000 shares of common stock at .08 per share.  The
warrant  has  a  term  of  five  years.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the Securities Act of 1933,  "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

SUBSIDIARY

As  of  March  31,  2005,  we  had  one  subsidiary,  First  Responders,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES.

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

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

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

                                             12

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

None

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

On  January  3,  2005,  we issued convertible debentures of $240,000 to Dutchess
Private  Equities  Fund,  II, LP. The purchaser of the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  January 3, 2010.

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  II,  LP  to  purchase 240,000 shares of common stock at .08 per
share.  The  warrant  has  a  term  of  five  years.

On March 7, 2005, we issued 557,275 to Ron DiBartolo, CEO of Challenger Offshore
pursuant  to  a  marketing  agreement  we  entered  into  on  March  4,  2005.

On  March  7,  2005,  we  issued  2,229,101 shares to Dutchess Advisors, LLC for
consulting  services.

On  March  7, 2005, we issued 1,671,826 shares to eFund Capital Partners, LLC as
an  inducement  for  an  investment  in  the  Company.

On  March  8,  2005,  we  issued  convertible debentures of $120,000 to Dutchess
Private  Equities  Fund,  LP.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
average closing bid prices for the twenty trading days immediately preceding the
Closing  Date  of  the  Transaction.  The  convertible  debentures  shall pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  January  3, 2010

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP to purchase 120,000 shares of common stock at .08 per share.
The  warrant  has  a  term  of  five  years.

On  March 10, 2005, we issued convertible debentures of $60,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  March  10,  2010

In  connection  with  the  above financing, we issued a warrant to eFund Capital
Partners,  LLC  to purchase 60,000 shares of common stock at .08 per share.  The
warrant  has  a  term  of  five  years.

On  March 18, 2005, we issued convertible debentures of $60,000 to eFund Capital
Partners,  LLC.  The  purchaser  of  the  convertible  debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  trading  days  prior to the Conversion Date or (ii) 100% of the average
closing bid prices for the twenty trading days immediately preceding the Closing
Date  of  the  Transaction.  The  convertible debentures shall pay 8% cumulative
interest in cash or common stock, at the purchaser's option, at the time of each
conversion.  The  debentures  are  payable  on  March  10,  2010.

In  connection  with  the  above financing, we issued a warrant to eFund Capital
Partners,  LLC  to purchase 60,000 shares of common stock at .08 per share.  The
warrant  has  a  term  of  five  years.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933, "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.

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

None.

ITEM  5.  OTHER  INFORMATION.

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits

                                             13

Exhibit
Number          Description  of  Exhibit
-------         -----------------------


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

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

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

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

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

4.3  Debenture  Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  October  18,  2004  (included  as  Exhibit  4.3 to the Form 10-KSB
filed  April  15,  2005,  and  incorporated  herein  by  reference).

4.4  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
dated  October  18,  2004  (included  as  Exhibit  4.4  to the Form 10-KSB filed
April  15,  2005,  and  incorporated  herein  by  reference).

4.5  Debenture  Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  December  23,  2004  ((included  as Exhibit 4.5 to the Form 10-KSB
filed  April  15,  2005,  and  incorporated  herein  by  reference).

4.6  Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  January  3,  2005  (filed  herewith).

4.7  Warrant  Agreement  between  the Company and Dutchess Private Equities, II,
LP,  dated  January  3,  2005  (filed  herewith).

4.8  Debenture Agreement between the Company and Dutchess Private Equities Fund,
LP,  dated  March  8,  2005  (filed  herewith).

4.9  Warrant  Agreement  between  the Company and Dutchess Private Equities, LP,
dated  March  8,  2005  (filed  herewith).

4.10  Debenture  Agreement between the Company and eFund Capital Partners, dated
March  10,  2005  (filed  herewith).

4.11  Warrant  Agreement  between  the Company and eFund Capital Partners, dated
March  10,  2005  (filed  herewith).

4.12  Debenture  Agreement between the Company and eFund Capital Partners, dated
March  18,  2005  (filed  herewith).

4.13  Warrant  Agreement  between  the Company and eFund Capital Partners dated,
March  10,  2005  (filed  herewith).

4.14  Promissory  Note  between  the Company and Dutchess Private Equities dated
March  11,  2005  (filed  herewith).

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

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

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

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

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

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

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

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

10.9  Consulting Agreement between the Company and Dutchess Advisors, LLC, dated
March  1,  2005  (filed  herewith).

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

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

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

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

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


(b)  Forms  8-K

We  filed a Form 8-K on March 4, 2005 that included the details of our marketing
agreement  with  Marine  Holdings,  Inc.  d/b/a  Challenger  Offshore.


                                    SIGNATURE

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



Date:  May  16,  2005                Xtreme  Companies,  Inc.

                                  /s/  Kevin  Ryan
                              By  -----------------------
                                 Kevin  Ryan,  Chief  Executive  Officer