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


                         Form 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

    For the fiscal year ended December 31, 2001.
                      -----------------

[ ] 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
          --------------------------------------------
          (Name of small business issuer in its charter)

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

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

                          (702) 221-8300
                     -------------------------
                    (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities Registered Pursuant to Section 12(g) of the Act:
Common

Stock, $0.001 par value per share, 50,000,000 shares authorized
3,950,318 issued and outstanding as of December 31, 2001.

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 [ ]

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

State issuer's revenues for its most recent fiscal year:
$660,327

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60
days.
(See definition of affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.


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


           CONTENTS

                                                   PAGE
PART I

Item 1. Description of Business..................... 2
Item 2. Description of Property .....................11
Item 3. Legal Proceedings............................11
Item 4. Submission of Matters to a Vote of Security
        Holders......................................11

PART II

Item 5. Market for Common Equity and Related Stockholder
        Matters..................................... 12
Item 6. Management's Discussion and Analysis or Plan of
        Operation....................................18
Item 7. Financial Statements.........................20
Item 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure..........31

PART III

Item 9. Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the
        Exchange Act..................................32
Item 10.Executive Compensation........................34
Item 11.Security Ownership of Certain Beneficial Owners
        And Management................................35
Item 12.Certain Relationships and Related
        Transactions..................................36
Item 13.Exhibits and Reports on Form 8-K..............36

SIGNATURES   .........................................37


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PART I

ITEM 1. Description of Business

General

A. Business Development

Xtreme Webworks (the "Company") was incorporated in February of 1994
under the name of Shogun Advertising, Inc. with its primary business
of manufacturing and selling of calendar advertising, targeting the
areas of St. George, Utah and Las Vegas, Nevada. Its primary
customers were The Posse, a Canadian football team, and local unions
in Las Vegas, Nevada. When these relationships ended in 1996, Shogun
Advertising, Inc. re-evaluated its position and direction.

In May of 1998, the Board of Directors decided to change the
direction of the business. The name of the corporation was changed to
Xtreme Webworks, upon a vote by the Board of Directors. Xtreme
Webworks' principal place of business was re-located to 5333 South
Arville Street in Las Vegas, Nevada. The Board of Directors decided
to focus on the pursuit of advertising on the Internet, in
conjunction with the construction of web sites for companies wishing
to benefit from Internet advertising.

Pursuant to its new direction, a telemarketing force was hired to
provide leads for the Company. This effort provided some leads, but
after analyzing the results, the Company decided to direct its
advertising efforts towards mailings, newspaper advertisements, e-
mails, and word of mouth. This method targeted businesses consisting
of individuals to companies with ten or more employees.

On February 15,2000, Xtreme Webworks moved its operations to 8100
West Sahara Avenue, Suite 200 in Las Vegas, Nevada. For the last two
years, Xtreme Webworks has been in the business of designing and
promoting web sites, and combining these services with advertising
and promotional packages to increase search engine placement for
their Internet-based clients. Other than issuing shares to its
original shareholders, Xtreme Webworks has raised working capital by
issuing shares to relatives and personal friends.

B.  Business of Issuer

Xtreme Webworks' principal business purpose is to provide promotion
and advertisement of web sites and web pages on the Internet through
increased search engine placement.

THE PRODUCT

Xtreme Webworks (the "Company") is a growing Internet business
promotion company, providing web site 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'
web sites.

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

o Creates 280 HTML attraction pages for each client's web site.
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
web site from 1000+ link locations  around the world.
o Posts each client's link to and from "Our Friends Page" (Link
Exchange Program). 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.

The marketing product developed by Xtreme Webworks strives for each
client to secure no less than ten placements within the top twenty
positions across the top search engines, using a pre-defined list of
phrases. The length of the list is defined by the client's
requirements or the client's business classification.

Upon defining the categories in which a client's business can be
described, a customized promotion package is put into motion. This
consists of coding the client's requirements into an array of HTML
pages. A view of the client's positioning is continuously monitored.
Parameters are monitored within the search engines to ensure that
proper placement is maintained. Monitoring reports are available to
the client. Updating, continuous segmenting, and re-classification of
the parameters are available services to the client.

The product is priced to appeal to the general market, especially
allowing for the potential growth of a client's needs. Growth for the
client can occur by increasing the number of search engines to which
a client's pages are submitted, increased monitoring of placement,
amending a client's web site design in order to increase search
engine placement, and increasing the number of words and phrases
defining a client's products used by a user to search on the
internet.

NEW PRODUCTS

Xtreme Webworks has developed proprietary software, and deploys this
software in conjunction with various commercial software packages to
stimulate Internet traffic to clients web sites. Web users find the
Xtreme Webworks' clients through the use of search engines. The
software and possesses position client companies in the upper tiers
of major search engines thereby exposing then to larger numbers of
potential customers.

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


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Platinum Package:

o Xtreme Webworks creates a Domain Name that is related to your site
and/or products.
o This URL will be placed on Xtreme Webworks' server where the
dynamic pages are being created to serve the purpose of delivering
these pages to the search engines.
o All traffic that is generated from this URL will be re-directed to
your Domain instantaneously and is not viewed by the searcher.
o Each URL is based on 10 keywords/phrases that are viewable in 10
options.
o 10 templates x 10 keywords/phrases x 14 major search engines =
1,400 dynamically generated pages.
o The dynamic pages are attractive to the search engines because
these pages are constantly re-created with fresh content with each
visit from the search engine.
o In addition, we will generate 280 Static Attraction Pages based on
20 keywords/phrases, which are on your server.
o We submit all of the static pages daily to the 14+ major search
engines and daily to 200-900+ minor search engines.
o The submission of these pages to the link sites on a daily basis,
increasing the stature of your site.
o Manual submissions to directories like NBCi, Yahoo, Dmoz are
performed and/or updated for your domain.
o To increase exposure for your product or services, we will post a
classified advertisement to numerous sites.
o The success of your campaign will be monitored closely and posted
on the Web.

Gold Package:

o Xtreme Webworks will create 280 Customized Attraction Pages based
on 20 keywords/phrases, which are on your server.
o We submit all of the pages daily to the 14+ major search engines
and daily to 200-900+ minor search engines.
o Xtreme will submit your site and the attraction pages daily to link
sites to increase the stature of your site
o Manual submissions to directories like NBCi, Yahoo, Dmoz are
performed and/or updated for your Domain.
o To increase exposure for your product or services, we will post a
classified advertisement to numerous sites.
o The success of your campaign will be monitored closely and posted
on the Web.

On November 15, 2001 Xtreme Webworks announced the launching of a new
ASP model Electronic Contact Management and Communication System. The
server-based system allows companies of all sizes to send permission
based Electronic Mail in various formats to customers, prospects and
internal sources. The addition of the electronic contact management
and communication system allows us to offer first time visitors to
Xtreme Webworks an opportunity to sign up for (permission based)
information about our company in a number of categories or
preferences that they select.

BUSINESS TODAY

As of the end of 2001, Xtreme Webworks had approximately 170 clients
that have required web site design and search engine placement. The
Company intends to continue to create additional packages tailored to
fit its clients' diverse needs.
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During the fourth quarter of 2001, Xtreme Webworks announced two
strategic alliances. On September 19, 2001 Xtreme Webworks announced
the signing of a three-year strategic alliance contract with Geary
Interactive in San Diego, California. Geary Interactive is an
Internet development and promotion agency that builds and delivers
strategies and programs for Internet businesses and their business
chains.

On October 30, 2001 Xtreme Webworks an Internet promotion company and
YellowBrix, a leader in real-time automated information provisioning,
announced a strategic alliance to provide Xtreme's clients with
access to the YellowBrix suite of content services. The alliance
enables Xtreme Webworks client Web sites to display customized and
highly relevant content such as up-to-the-minute ticker news in the
client's industry, company news and business intelligence.

On May 14, 2001, the National Association of Securities Dealers
(NASD) granted clearance for Xtreme Webworks to be listed on the NASD
Over-the-counter Bulletin Board (NASD OTCBB) under the symbol "XWEB".

RISK FACTORS

Limited Prior Operations and Experience

Xtreme Webworks is continuing to expand, with limited revenues from
its new Internet-based operations and limited assets. The Company
makes no assurance that it will generate significant revenues or
operates at a profitable level in the future. The continuance of
Xtreme Webworks depends on its ability to obtain new clients and
generate sufficient revenues in order to operate profitably.

Effects of the Economy on the Company's Internet Business

Xtreme Webworks' Internet business is affected by those economic
factors that may specifically affect the Internet industry. Since
Xtreme Webworks provides the benefits of online advertising, its
business depends on the continued need of businesses to use the
Internet as an advertising medium. Therefore, the Company's business
is dependent on the continued growth of online commerce. Any decline
in the use and expansion of the Internet industry would adversely
affect the Company's profitability.

The Internet as a marketplace could be adversely affected by an
inadequate network infrastructure to support the growth of online
commerce. Xtreme Webworks' business depends on the capability of
Internet search engines to sufficiently handle the volume of
information submitted to them. Slower response times due to an
inadequate infrastructure could adversely affect the services Xtreme
Webworks provides to its clients.

Other economic factors that may affect the profitability of Xtreme
Webworks' operations include market fluctuations, and the general
state of the economy, such as the rate of inflation and local
economic conditions. Such factors potentially affecting the
populations' discretionary spending may affect the need for services
provided by the Company, resulting in an adverse effect on the
Company's profitability.



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September 11, 2001

Since the tragic events of September 11, 2001, Xtreme Webworks has
experienced negative repercussions, which have adversely impacted
operations. Adverse economic factors, combined with current market
conditions have significantly slowed down operations and the company
is continually battling to restore profitable operations. Not only
did Xtreme Webworks lose key employees due to personal situations
involving September 11, but it has also experienced significant
reductions in revenues forcing the company to cut its workforce
nearly to one-third of its previous size.

In dealing with the current problems the company has been able to
develop and release a few new products that will enable them to
create more than one revenue stream while the market for search
engine placement is recovering. On November 15, 2001 Xtreme Webworks
announced the launching of a new ASP model Electronic Contact
Management and Communication system, which allows companies of all
sizes to send permission based Electronic Mail in various formats to
customers, prospects and internal sources. As the Nation recovers
from the tragic events of September 11, Xtreme Webworks remains
optimistic that it too will recover its profitable operations in the
industry.

Government Regulation

Although governmental regulation directed specifically to the
Internet is sparse, Xtreme Webworks as an Internet-based company is
subject to potential governmental regulations, such as those by the
Federal Communications Commission (FCC). The FCC is vigilantly
monitoring the rollout of broadband access, and encourages
competition in this market. In 1999, the FCC expressed concerns
regarding the infant broadband industry, and whether regulation by
the FCC would be necessary to prevent the threat of a cable monopoly
of broadband services. So far, the FCC has continued to conclude that
regulatory restraint may be the better course of action, in reliance
upon market forces that will compel cable companies to negotiate
access agreements with unaffiliated Internet Service Providers
(ISP's). However, the FCC has recommended that if the threat of a
monopoly emerges, the Commission will move swiftly in considering
regulatory options. If this happens, it could potentially affect
Internet businesses, such as Xtreme Webworks, which rely on the
uninterrupted function of ISP's.

Regulation and Taxation

The Investment Company Act of 1940 defines an "investment company" as
an issuer, which is or holds it out as being engaged primarily in the
business of investing, re-investing, or trading securities. While
Xtreme Webworks does not intend to engage in such activities, Xtreme
Webworks may obtain and hold a minority interest in a number of
development stage enterprises. Xtreme Webworks could be expected to
incur significant registration and compliance costs if required to
register under the Investment Company Act of 1940. Accordingly,
management will continue to review Xtreme Webworks' activities from
time to time with a view toward reducing the likelihood that Xtreme
Webworks could be classified as an "investment company".



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Reliance on Executive Officers and Key Employees

Xtreme Webworks currently has 7 total employees, including 6 full-
time employees. The Company's success is dependent upon the services
of its executive officers, and its ability to attract and retain
qualified personnel. The Company currently does not maintain "key
person" life insurance on the lives of its executive officers. All of
our key employees are required to sign non-disclosure agreements upon
employment.

Xtreme Webworks competes with other businesses in need of qualified
personnel in the computer industry. Potential employees may be
attracted by higher compensation packages offered by larger companies
in the competitive Internet-based industry. The loss of any of these
employees, due to such outside competition, could adversely affect
the Company's operations if it was unable to replace them in a timely
manner.

Reliance on Management

Xtreme Webworks' success is dependent upon the hiring of key
administrative personnel. Although our key personnel have employment
and non-disclosure agreements with the Company, there can be no
assurance that these personnel will remain employed by Xtreme
Webworks. If any of these personnel cease to be affiliated with the
Company before qualified replacements are found, this may cause
adverse effects on the Company's operations. The management team of
Xtreme Webworks does not have experience specifically in managing
Internet companies.

All management decisions will be made exclusively by the officers and
directors of Xtreme Webworks. Investors will only have rights
associated with minority ownership interest rights in making
decisions affecting the Company. Accordingly, any person investing in
the Company should be aware that all aspects of management of the
Company would be controlled by its officers and directors.

Currently, the Company uses an outside certified public accountant
and bookkeeping service to prepare its financial statements. However,
as with many small companies, a limited number of accounting staff
hinders internal controls. The Company compensates for this by direct
involvement of officers and management to ensure an adequate system
of internal controls exists. The Company is in the process of
implementing an in-house integrated accounting software program to
accommodate the increased number of financial transactions.
Procedures and controls are being developed in conjunction with a
certified public accountant to reduce reliance on outside bookkeeping
services.

No Cumulative Voting

Shareholders of Xtreme Webworks are not entitled to accumulate their
votes for the election of directors or otherwise. Accordingly, the
holders of a majority of shares present at shareholders meeting will
be able to elect all of the Directors of Xtreme Webworks, and
minority shareholders will not be able to elect a representative to
the Company's Board of Directors.



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Competition

Xtreme Webworks operates in the highly competitive Internet industry.
As a business in its development stage, the Company faces competition
from older companies with considerably more financial and business
related resources. Such competition may have an adverse effect on
Xtreme Webworks' profitability.

The Company may compete with businesses offering a variety of the
following services:

Web site design and hosting companies

Many web site design and hosting companies provide promotion as a
part of their services, or as a separate service. The Company is not
currently aware of a competitor that offers submission of doorway
pages such as those provided by Xtreme Webworks. Companies that offer
submission of graphic pages may be potential competitors, such as
101WebsitePromotion.com and Web Ignite Corporation.

Submission services

Companies that offer various components of promotion services, such
as submissions to search engines or advertising sites may compete
with Xtreme Webworks. These companies include Submitit.com,
Linkspopularity.com, A-1 Submit, and BizWeb2000.

Companies that charge their customers on a traffic-generated basis
are potential competitors of businesses that charge a monthly fee,
such as Xtreme Webworks. These companies include AAA Web site, Inc.
and USA and Write-promotion.com.

Software design companies that sell software offering self-created
web site promotion may compete with businesses such as Xtreme
Webworks. Such businesses include Submission.com and WebSeed.com.

Additional Financing May Be Required

Xtreme Webworks has no assurance that additional funds will be
available from any source when needed for expansion. If the Company
is unable to obtain additional financing, it may not be able to
expand its operation as rapidly as it could if such financing were
available. The Company does not anticipate cash flow or liquidity
problems within the next twelve months.

RESEARCH AND DEVELOPMENT

During the last two years, Xtreme Webworks has developed a
comprehensive software package that will allow a client's web site to
automatically be positioned in pre-defined categories, and in strong
positions in response to a user's search. The Company has upgraded
and re-defined this software package to accommodate each client's
needs.

Xtreme Webworks has secured its computer network, and has upgraded
its hardware and software equipment in order to expand from its
development stage operations. The Company intends to continue its
research and development in order to create additional services for
its clients in the year 2002.

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THE MARKETPLACE

The pattern of search engine placement on the Internet has led to the
development of advertising and marketing companies focused on
maximizing search engine results in order to provide search engine
placement within the top thirty pages of a user's search. This will
allow a user to have access to information within the confines of a
specific search. These marketing companies require professionals
knowledgeable in the various programming languages of the Internet.

In order to provide this service effectively to their clients, a
marketing or promotion firm should provide monitoring, reporting,
updating, segmenting, and classification of a client's positioning in
search engine placement. A marketing firm must also discern which
promotion methods work best for a client, for example, banner
advertising, classified advertising, or search engine placement
services.

A promotion firm must not only determine the most effective way to
allow the most exposure for its clients, but to also increase the
number of "clicks" to a client's web site. A methodology to
differentiate between an informational  "click" to a "buying" click
should also be determined by the promotion firm. Each area of
marketing, from monitoring and reporting to "buying and electronic
commerce" has a separate focus, and has been addressed in the
Internet environment by a variety of companies.

Electronic commerce has a link to all-financial institutions, banks,
credit card companies, and brokerage firms, creating the need for
advertising on the Internet. Maintenance and storage of an
advertisement is performed not only by traditional advertising firms,
but also by companies such as NetGravity. A platform for
advertisements and advertisement storage is underway by companies,
such as MindShare Media, which will provide a standard format for
tracking and monitoring the "hits" of an advertisement.

The problem with these methods is that they proceed under traditional
guidelines. An advertisement is placed in a magazine, which now can
be accessed on-line and the tracking and storage of the advertisement
is performed by the advertising agency or cyberspace company. Another
traditional source of advertising by larger companies is to place
themselves on the Worldwide Web under their respective names, and
obtain traffic due to name recognition. However, even these large
companies are limited by their domain names. Because users have to
know their domain names in order to search effectively, these larger
companies are at the same disadvantage as their smaller competitors.

Smaller businesses are at a disadvantage due to their lack of access
to traditional venues because of the traditional costs of advertising
and lack of name recognition. By obtaining maximum exposure through
top thirty-page placement on a search engine, these smaller
businesses can be in the position to compete with larger businesses.
This service is provided by companies such as Xtreme Webworks, A-1
Submit, and BizWeb2000.

Xtreme Webworks' competitors include businesses that provide banner
advertising, classified advertising, E-zine advertising, and search
engine placement. These companies may also offer submissions to
classified ads on the Internet with a variance of 300 to 400 "high
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traffic" classified advertising locations. They may also offer free
marketing books and articles written by advertising and marketing
specialists. These companies may offer a report detailing classified
advertisement and confirmation status of advertisement placements.

However, these firms cannot verify that continuous placement within
the first thirty pages of a search based on a pre-defined category
has been attained. These firms may focus most of their attention on
the classified sections, or in promoting an e-book as an
advertising/marketing book for the Internet.

Xtreme Webworks specializes in search engine placement, recognizing
the intricacies of search engine placement. The Company is focused on
analyzing changes in computer algorithms by major search engines in
order to determine search engine placements. Xtreme Webworks has not
found a direct competitor for its products.

BUSINESS IMPLEMENTATION

Business Strategy

Xtreme Webworks intends to continue extensive research and
development of its web site promotion packages. The Company plans to
acquire additional software and hardware in order to improve and
expand its web site promotion products. Xtreme Webworks will test and
monitor improvements to its software products on a regular basis.

Networking efforts will be focused on business referrals through the
Company's new Board of Directors, joint venturing with the 20,000
independent ISP providers available today nationally, reference
selling to the Company's current clients and business associates, and
mass mailings targeted to the general Internet business environment.

The Company's executive staff will continue educational programs in
order to attain a more comprehensive understanding of business
operations. Xtreme Webworks intends to seek additional staff,
including a person well versed in HTML, in order to continue
researching and developing the Company's software package.

The Company currently uses outside bookkeeping services and certified
public accountants to prepare its financial statements. Direct
involvement of officers and management ensures an adequate internal
control system. The Company is in the process of implementing an in-
house integrated accounting software program to accommodate expansion
of the business. Procedures and controls are being developed in
conjunction with a certified public accountant to reduce reliance on
outside bookkeeping services.

Xtreme Webworks intends to expand its management team. The Company
will seek referrals through employment agencies and business and
professional alliances. Currently, the Company does not employ
personnel for the following positions: Chief Financial Officer, and
Vice President of Sales. However, the Company intends to actively
recruit qualified professionals to perform in those capacities.

Marketing Strategy

Xtreme Webworks' primary focus is to provide top positioning through
search engines in order to bring traffic to its clients' web sites.
The Company will analyze each client's requirements, report
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periodically to each client regarding its placements, statistically
analyze, reconcile, and maintain each client's database, and
reconcile the number of times each client is placed in the top ten,
fifty, and one hundred placements in a user's search.

Xtreme Webworks anticipates that a typical client, with sales ranging
from $0 to $10 million, will require comprehensive services,
including web site designing and hosting. Such a client may also
require continuous monitoring of search engine placement, altering
its placement to accommodate business-specific "specials" to its
customers, geographical penetration, "hits" and "hits with purchase"
analyses, and web site customization.

Financing Activities

Xtreme Webworks intends to finance its business strategy
implementation through increased revenues, actively seeking new
investors in the business, procurement of small business loans, and
loans from the Directors as needed. The Company will seek additional
employees who may be willing to accept equity compensation in
exchange for lower salary compensation.

Strategic Alliances

The Company is actively recruiting additional employees from
educational institutions, such as the University of Nevada, Las
Vegas, and the New Horizons Computer Learning Center. Xtreme Webworks
has been invited to join the Social Register of Las Vegas, and is a
member of The Chamber of Commerce in Las Vegas. Xtreme Webworks
intends to form relationships with The Rotary Club, the
entrepreneurial center, the School of Business, and the computer
department at the University of Nevada, Las Vegas. The Company
intends to create channels for the development of new marketing ideas
and involvement with larger local businesses, in return for the
creation of job opportunities for undergraduate and graduate
students.

During the third quarter of 2001, Xtreme Webworks announced two
strategic alliances. On September 19, 2001 Xtreme Webworks announced
the signing of a three-year strategic alliance contract with Geary
Interactive in San Diego, California. Geary Interactive is an
Internet development and promotion agency that builds and delivers
strategies and programs for Internet businesses and their business
chains.

On October 30, 2001 Xtreme Webworks an Internet promotion company and
YellowBrix, a leader in real-time automated information provisioning,
announced a strategic alliance to provide Xtreme's clients with
access to the YellowBrix suite of content services. The alliance
enables Xtreme Webworks client Web sites to display customized and
highly relevant content such as up-to-the-minute ticker news in the
client's industry, company news and business intelligence.

PERSONNEL

Xtreme Webworks currently employs a team of 7 people, including 6
full-time employees. These employees engage in computer programming,
including HTML and Internet applications, web site promotion
services, sales, and customer service support. The Company's sales
force consists of four people with extensive sales experience. The
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Company employs one person with extensive banking experience to
maintain its books and records, in addition to a certified public
accountant.

In addition, the Company's Board of Directors consists of persons
with various backgrounds in business management. (See Part I, Item 5
- "Directors, Executive Officers, Promoters and Control Persons".)

ITEM 2. DESCRIPTION OF PROPERTY

The Company's corporate offices are located at 8100 West Sahara
Avenue, Las Vegas, Nevada 89117. The Company currently leases 1430
square feet for approximately $1,6484 per month. The Company has the
option to increase rental space as needed. This office space is
leased pursuant to a lease agreement between Xtreme Webworks and
Shogun Investment Group, Ltd. A new lease agreement with Shogun
Investment Group has been entered into for the years 2002 and 2003. A
co-owner of Shogun Investment Group, Ltd., Donald C. Bradley, is a
shareholder of Xtreme Webworks. The parties have agreed to allow
Xtreme Webworks to accrue rental payments owed to Shogun Investment
Group, Ltd. until the Company is in a position to submit all rental
payments due. The Company does not have any additional facilities.

ITEM 3. LEGAL PROCEEDINGS

In September 2001, Xtreme Webworks authorized its transfer agent to
stop transfer of its common stock to Richard Splain (98,525 shares of
common restricted stock), Matthew Marlon (37,251 shares of common
restricted stock) and Michael Pitzel (7,000 shares of common
restricted stock), due to pending litigation regarding breaches of
employment and non-disclosure agreements. In October 2001, Xtreme
Webworks petitioned and was granted a temporary restraining order
against the named individuals in the District Court of Clark County,
Nevada. The pending litigation involves breaches of convenants
addressing the non-disclosure and confidentiality of information of
Xtreme Webworks, as well as non-solicitation provisions of employees
of Xtreme Webworks. Xtreme Webworks has demanded a cease and desists
of attempts by Splain, Marlon and Pitzel to contact clients Xtreme
Webworks in an attempt to solicit business away from Xtreme Webworks,
which have resulted in interference with contractual relationships
between Xtreme Webworks and its clients and employees.

In December 2001, the District Court of Clark County, Nevada ordered
Xtreme Webworks to authorize its transfer agent to transfer its
common stock to Splain, Marlon and Pitzel. The court further ordered
that the defendants could only sell their issued shares of stock as
follows: Richard Splain pursuant to, and subject to the limitations
contained in Rule 144 promulgated by the U.S. Securities and Exchange
Act of 1933, as amended; Matthew Marlon may sell one third (1/3) of
his total number of issued shares every three months and Michael
Pitzel may sell his total number of issued shares. The court further
ordered that a status hearing would be held in ninety days to
determine if its orders were followed. Pending the outcome of the
litigation some stock may be returned to the treasury of Xtreme
Webworks, or Xtreme may receive compensatory damages based on current
values of the stock. At this time the company is unable to speculate
to the amount of damages it may recover.



<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 25, 2001 the Board of Directors resolved by a vote of
the shareholders to issue 50,000 shares of restricted 144 Common
shares to Maria Victoria Melgar to retire the outstanding note of
$50,000 payable to Fernando Garcia and Maria Victoria Melgar.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

On May 14, 2001 the National Association of Securities Dealers (NASD)
granted clearance for Xtreme Webworks to be listed on the NASD Over-
the-Counter-Board (NASD OTCBB) under the symbol "XWEB".

Recent Sales of Unregistered Securities

7,000 shares were issued on January 9, 2001 in an offering that was
exempt from registration under Section 4(2) of the Securities Act,
due to all purchasers being friends and/or relatives of the company
and:

a) Having enough knowledge and experience in finance and business
matters to evaluate the risks and merits of their investment, or
being able to bear the investment 's economic risk;
b) Having access to the type of information normally provided in a
prospectus; and
c) Agreeing not to resell or distribute the securities to the public.
In addition, no forms of public solicitation or general advertising
were used in connection with the offering to friends and relatives of
the company.

These shares were issued to Michael Pitzel for services performed
based on $1.00 per share.

                             Amount of         Cash/
                             Shares            Services
Name            Issue Date

-----------------------------------------------------------
Michael Pitzel (1) 01/09/01    7,000            Services
----------------------------------------------------------

(1) Michael Pitzel received 7,000 shares as compensation for $7,000
worth of services while employed by Xtreme Webworks.

25,000 shares were issued in April 2001 and May 2001 in an offering
that was exempt from registration under Section 4(2) of the 1933
Securities Act, due to all purchasers being friends and/or relatives
of the company, and:

a) Having enough knowledge and experience in finance and business
matters to evaluate the risks and merits of their investment, or
being able to bear the investment's economic risk;
b) Having access to the type of information normally provided in a
prospectus; and
c) Agreeing not to resell or distribute the securities to the public.
<PAGE>
In addition, no forms of public solicitation or general advertising
were used in connection with the offerings to friends and relatives
of the company.

These shares were issued to for cash and/or professional services
performed for the company based on $2.00 per share.

                                 Amount of
                                 Shares       Cash/
                                            Services
Name                 Issue Date
-----------------------------------------------------
Michael Toscano      4/23/2001    2,500      cash

M. Lucille Malo      5/14/2001    2,500      cash

Robert A & Linda
F. Dulong            4/23/2001    2,500      cash

Steve Nash           5/14/2001    5,000      cash

Robert R. Guion      5/14/2001    5,000      cash

Donna Lynn Walker    07/5/2001    2,500      cash
-----------------------------------------------------

41,000 shares were issued in October 2001 and November 2001 in
offerings that were exempt from registration under Section 4(2) of
the 1933 Securities Act, due to all purchasers being friends and/or
relatives of the company, and:

a) Having enough knowledge and experience in finance and business
matters to evaluate the risks and merits of their investment, or
being able to bear the investment's economic risk;
b) Having access to the type of information normally provided in a
prospectus; and
c) Agreeing not to resell or distribute the securities to the public.

In addition, no forms of public solicitation or general advertising
were used in connection with the offerings to friends and relatives
of the company.

                                               Amount of
                                                Shares        Cash/
                                                             Services
Name                              Issue Date
---------------------------------------------------------------------
Shogun Investment Group, Ltd.      10/15/01      4,000         Cash

Shogun Investment Group, Ltd.      10/15/01     18,000         Cash

Shogun Investment Group, Ltd.      11/06/01      1,000         Cash

Shogun Investment Group, Ltd.      12/20/01      7,000         Cash

Accord Commercial Real Estate      11/15/01      2,000         Cash

Accord Commercial Real Estate      11/30/01      9,000         Cash

------------------------------------------------------------
<PAGE>
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. Forward-looking statements are made
base upon management's current expectations and beliefs concerning
future developments and their potential effects upon the Company.
There can be no assurance that future developments affecting the
Company will be those anticipated by management. Actual results may
differ materially from those included in the forward-looking
statements.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

REVENUES. For the year ended December 31, 2001, revenues were
Approximately $660,327 an increase of approximately $323,583, or
96.1% versus revenues of approximately $336,744 for the year ended
December 31, 2001. The increase in revenues for the 2001 period was
due primarily to: 1) increased sales as the Company rapidly expanded
during the first and second quarters of 2001, including the continued
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) change in the
Company's products from web site design to promotion of search engine
placement, 3) an increase in the number of clients served and client
retention rate, and 4) the publication of two publications for one of
the Company's primary clients, World Stock Watch, a financial
publication.

COST OF REVENUES. Cost of revenues for the year ended December 31,
2001 increased by $189,789, or 83.1%, from the prior year due
primarily to hiring of additional employees and increase in payroll
for production and sales staff.

GROSS PROFITS. Gross profits for the year ended December 31, 2001
equaled approximately $369,021 versus $108,324 in the year ended
December 31, 2000. This was due primarily to an increase in revenues,
primarily during the first two quarters of the year 2001.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general
and administrative expenses decreased to approximately $736,048, a
decrease of $195,296 or 21% for the year ended December 31, 2001 as
compared to approximately $931,344 for the year ended December 31,
2000. This decrease in operating expenses for the year ended December
31, 2001 occurred primarily due to: 1) an decrease in payroll
expenses, due to the major cost of programming expense was not
required again for 2001, 2) bad debt expense was not as prevalent as
the year before.

NET PROFIT (LOSS). Net loss for the year ended December 31, 2001,
decreased by approximately $294,270 from the comparable period in the
prior year as a result of the aforementioned decrease in overhead
expenses due to streamlining the operation and improved margin of
profit for the cost of goods sold. Directors fees decreased by
$280,000.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW Even though the sustained a down turn in revenues due to the
tragic events of September 11, 2001 management believes that the
Company will be able to meet it's current and future obligations
primarily with their new management and communication products and
services coming on-line.

As the Nation recovers from the tragic events of September 11, 2001
so does the Company, and management believes that sales will continue
to accelerate in the year 2002.

The Company has no material commitments for capital expenditures
other than expenditures it chooses to make on an as-needed basis.

ASSETS AND LIABILITIES. As of December 31, 2001, the Company had
assets of approximately $162,114, compared to $222,940 as of December
31, 2000. The decrease of approximately $49,637 was in officer
receivables. The Company's current liabilities increased from
approximately $131,439 as of December 31, 2000 to $481,146 as of
December 31, 2001. This was due primarily to accounts payable,
unearned revenues, and accrued liabilities.






































<PAGE>
ITEM 7.    FINANCIAL STATEMENTS

XTREME WEBWORKS
Financial Report

December 31, 2001
December 31, 2000



XTREME WEBWORKS

Contents



                                      Page
                                      ------
 Independent Accountant's Report       21

 Financial Statements

    Balance Sheets                     22

    Statements of Operations           23

    Statements of Stockholders'
    Equity                             24

    Statements of Cash Flows           25-26

    Notes to Financial Statements      27-30


           Independent Auditor's Report

 To the Board of Directors
 Xtreme Webworks
 Las Vegas, Nevada


I have audited the accompanying balance sheet of Xtreme Webworks as
of December 31, 2001 and 2000 and the related statements of income,
stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit. The financial statements of
Xtreme Webworks as of December 31, 1999 were audited by other
auditors whose report dated May 16, 2000, expressed and opinion on
those statements.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
<PAGE>
In my opinion, the 2001 and 2000 financial statements referred to
above present fairly, in all material respects, the financial
position of Xtreme Webworks, as of December 31, 2001 and 2000, and
the results of its operations and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company has suffered
recurring losses from operations and has net cash flow deficiency.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters is also
described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


 /s/ KYLE L. TINGLE
 ------------------
     KYLE L. TINGLE, CPA, LLC


     March 25, 2002
     Henderson, Nevada




XTREME WEBWORKS
BALANCE SHEETS
December 31, 2001

<TABLE>
<CAPTION>


                        2001                 2000
                     ------------          ---------
<S>                    <C>                    <C>

      ASSETS

CURRENT ASSETS
    Cash              $  14.996               $   5,484
Accounts
receivable,
net of allowances
for doubtful
accounts of $0
and $20,000,
(Note 4)               $  4,877               $   4,325
Officer receivable
(Note 1)              $  73,106               $ 115,338
Notes receivable
(Note 1)              $  31,979               $  21,226
Prepaid assets                0                       0
                      ---------               ---------
Total current
assets                $ 124,958               $ 146,373


<PAGE>
PROPERTY AND
EQUIPMENT, NET        $  13,954               $  17,368

NON-MARKETABLE
SECURITIES            $  23,202               $  49,100
(Note 1)           ------------             -----------
 Total assets         $ 162,114              $  212,841
                    ===========            ============

LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
  Notes payable
  (Note 2)           $ 110,586               $   50,000
  Accounts payable
  (Note 3)             235,897                   26,660
  Unearned revenues     66,157                   45,733
  Accrued liabilities   68,505                    9,046
                   -----------              -----------
Total current
liabilities          $ 481,145               $  131,439

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: $.001 par
value; authorized
50,000,000 shares;
issued and outstanding
3,790,066 shares at
December 31, 2000;                             $  3,790
3,950,318 share at
December 31, 2001     $  3,950
Additional Paid
In Capital           1,219,944                1,079,086
Accumulated
(deficit)           (1,542,925)              (1,001,474)
                    -----------             ------------
Total stockholders'
equity (deficit)    $ (319,031)              $   81,402
                    -----------             ------------
Total liabilities and
stockholders'
equity             $   162,114                $  212,841
                    ==========                ==========

</TABLE>

See Accompanying Notes to Financial Statements.












<PAGE>
XTREME WEBWORKS
STATEMENTS OF OPERATIONS
For the years ended December 31,
<TABLE>
<CAPTION>
<S>                          <C>             <C>         <C>
                             2001           2000        1999
                           ---------    ----------   --------

Revenues (Note 1)          $660,327     $ 336,744    $ 30,824
Cost of Revenues            418,210       228,421      61,865
                           ----------    ----------  ---------
Gross profit (loss)        $242,117     $ 108,323    $(31,041)

Operating, general
and administrative
expenses
  Payroll and
  related expenses         $260,618     $ 210,130    $    500
  Director compensation           0       280,000           0
  Consulting (Note 4)       235,005       228,855           0
  Other operating
  expenses                  233,829       209,413      59,931
  Depreciation                6,596         2,946         615
                           ----------    ---------- ----------
Operating, general and
administrative expenses    $736,048     $ 931,344    $ 61,046
                           ----------    ----------  ---------
Operating (loss)          $(493,931)    $(823,021)   $(92,087)

Non-operating income
  (expense)
Interest income           $12,005       $  10,947    $  9,442
(Loss)on non-marketable
    securities                            (23,230)          0
Reduction in fair value
of non-marketable
securities                (40,898)              0           0
Interest expense          (18,627)           (417)          0
                       ----------      -----------   ---------
Net(loss)before
income taxes             (541,451)      $(835,721)   $(82,645)
Federal and state
income taxes            $       0       $       0    $      0
                          ----------    ----------- ----------
Net (loss)             $ (541,451)      $(835,721)  $(82,645)
                          ===========   =========== ==========
Net (loss) per share   $    (0.14)      $   (0.37)  $  (0.08)
                          ===========   =========== ==========

Average Number of
Shares of Common Stock
Outstanding             3,840,158        2,255,476    981,498
                        ==========      ==========  ==========

</TABLE>


See Accompanying Notes to Financial Statements.

<PAGE>

XTREME WEBWORKS

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

              Common Stock and Capital
              In Excess of Par Value
             ---------------------------
                     Accumulated
                     Shares         Amount             (Deficit)
                    ---------------------------------------------

<S>                    <C>              <C>             <C>
Balance at
December 31,1998      888,951      $  253,986      $ (83,108)

Various 1999 dates,
issued for cash       281,575      $   80,449

Net (Loss),
December 31, 1999                                    (82,645)
                      --------     ------------   -----------
Balance at
December 31, 1999    1,170,526     $  253,986     $  (83,108)

Issued common stock
from subscribed        180,500         31,000

Issued common stock
for services         2,112,892        603,683

Issued common stock
for cash               610,400        174,400

Rescission of stock,
due to unperformed
services              (212,251)       (60,642)

Net (loss) December 31, 2000                       (835,721)
                      ---------    ------------   ----------
Balance at
December 31,2000     3,790,067    $ 1,082,876   $ (1,001,474)

Issued common stock
for services             7,000          7,000

Sale of stock from
Rule 506 Private
Placement               25,000         50,000

Issued stock for
conversion of loan      50,000         52,871

Issued common stock
for cash                41,000         20,504

Reinstate common stock  37,251         10,643
<PAGE>
Net (loss),
December 31, 2001                                  (541,451)
                    ----------    ------------   -----------

Balance at
December 31, 2001    3,950,318  $   1,223,894  $ (1,542,925)
                   ===========   ============    ===========
</TABLE>

         See Accompanying Notes to Financial Statements.


XTREME WEBWORKS
STATEMENTS OF CASH FLOWS
For the years ended December 31,
<TABLE>
<CAPTION>
<S>                    <C>            <C>            <C>
                      2001            2000           1999
                   -----------     ------------    -----------
Reconciliation of net
cash (used in)
operating activities
Net Loss           $  (541,451)   $  (835,721)      (82,645)

Adjustments to reconcile
Net (loss) to cash
(used in) operating
activities:
Depreciation             6,596          2,946           615
Allowance for
doubtful accounts      (20,000)        20,000             0
Loss on write-off of
non-marketable
securities                   0         23,230             0
Reduction in fair
value of non-marketable
securities              40,898              0             0
Stock issued as for
services                17,643        543,041             0
Change in assets and
liabilities
(Increase) decrease in
accounts receivable     19,448        (24,325)            0
(Increase) decrease in
officers and notes
receivable              42,232        (10,899)      (9,442)
Decrease in prepaid
assets                       0              0            0
Increase in accounts
payable                209,237         26,660            0
Increase in accrued
liabilities             79,883         54,779            0
                       -------         ------        ------

Net cash provided by
(used in) operating
activities           $(145,514)     $(200,289)     $(91,472)


<PAGE>
Cash Flows from Investing Activities

Net borrowing
(payments to)
related parties      $  87,704      $  47,301      $(15,866)
Purchase of
equipment               (3,182)       (17,606)       (2,930)
                      --------        -------       --------
Net cash provided by
(used in) investing
activities           $  84,522      $  29,695       (18,796)

Cash Flows from
Financing Activities

Issuance of common
stock                $  70,504      $ 174,400       $ 80,450
Proceeds from
subscriptions in
advance                      0              0         31,000
                    ----------      ---------       --------
Net cash provided
by Financing
activities           $  70,504      $ 174,400       $111,450

Net increase
(decrease) in
cash                 $   9,512      $   3,806       $  1,182
Cash and cash
equivalents at
beginning of
period               $   5,484      $   1,678       $    496
                      --------       --------       --------
Cash and cash
equivalents at
end of period        $  14,996      $   5,484       $  1,678
                     =========      =========       =========

</TABLE>

See Accompanying Notes to Financial Statements



















<PAGE>
XTREME WEBWORKS
STATEMENTS OF CASH FLOWS
For the years ended December 31,

<TABLE>
<CAPTION>

<S>                        <C>           <C>          <C>
                          2001           2000         1999
                        --------      ---------     ---------

Supplemental Schedule
of Non-cash Investing
and Financing Activities

Issuance of common stock
for services, net
2001, 7,000 shares, 2000,
1,900,640 shares        $     7,000    $ 543,041           0
Issuance of common stock
in settlement of note
payable to shareholders
of the company, 2001,
50,000 shares           $     52,871   $       0    $      0
Reinstatement of common
stock cancelled in prior
year 2001, 37,251
shares                  $     10,643   $       0    $      0
Conversion of note
receivable from
related party for
common stock in
related party           $     15,000   $       0    $      0

</TABLE>

See Accompanying Notes to Financial Statements.


XTREME WEBWORKS
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000


Note 1.  Nature of Business and Significant Accounting Policies

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

Xtreme Webworks ("Company") was organized August 14, 1994 under the
laws of the State of Nevada, under the name Shogun Advertising, Inc.
The Company offers services to Internet companies, assisting in
higher recognition placement with search engines. It also designs and
hosts Internet web sites, 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:
<PAGE>


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 December 31, 2001,
2000 and 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 carry forwards 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 December 31, 2001, 2000, and 1999.

Property and Equipment
----------------------
Property and Equipment is stated at cost. Depreciation is recorded
using the straight-line method over the following useful life of the
assets:
      Furniture and equipment               7 years
      Computer equipment and peripherals    3 years


XTREME WEBWORKS
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000

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

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

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

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 accounted for by the cost method. The method
of accounting is evaluated on a periodic basis for appropriateness
based on the existing conditions and the Company's ability to
exercises control. The Company determined a fair value on the
investments in the related parties based on the assets and
liabilities of the investments. The valuation of the investments was
reduced for a more than temporary reduction in value. The Company has
no investments that are accounted for by the equity method.

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

The Company's main business is assisting Internet sites improve
placement on search engines. These contracts range from one to six
months in duration. Revenues are recorded as services are provided.
Unearned revenues are recorded as a liability for the portion of the
contract outstanding at the end of the period. The Company also 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. Revenue for web site design and
newsletter publishing are recognized as services are performed and
accepted by the client and collection of the resulting receivable is
reasonably assured.

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

Development of customized web sites is primarily marketed for use by
clients. The Company expenses these costs as costs of revenues in the
period incurred in accordance with Statement of Financial Accounting
Standard (SFAS) No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed."

In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use" ("SOP
98-1"). SOP 98-1 provides guidance on accounting for the costs of
computer software developed or obtained for internal use. This
pronouncement identifies the characteristics of internal use software
and provides guidance on new cost recognition principles. The Company
developed or purchased software Internet tools. Purchased software
was modified and implemented with a minimal "application development
stage." These costs were expensed as incurred. Other Internet tools
were developed while the Company pursued other lines of business. The
development time between the "preliminary project stage," (strategic
decision making, allocating resources, etc.) and implementation was
<PAGE>
not tracked but management regarded the time as minimal, less than
$1,000 in salary paid. The Company expensed these costs as incurred,
as they were indeterminable and deemed immaterial.

XTREME WEBWORKS
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000

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

Reclassifications
-----------------

Certain amounts in the 2000 and 1999 financial statements have been
reclassified to be consistent with the presentation used in 2001.

Note 2 Notes Payable

The Company has unsecured notes payable to shareholders of the
Company and a company controlled or owned by directors or officers of
the Company.

<TABLE>
<CAPTION>

<S>                                    <C>                <C>
                                   Dec. 31, 2001    Dec. 31,2000
                                   -------------    ------------

Note payable, unsecured,
18% interest, due on
demand, to a shareholder
of the Company, converted
to common stock September
28,2001                               $        0      $   50,000

Note payable, unsecured,
8% interest, due on
demand, to a shareholder
of the Company                            36,061               0

Note payable, unsecured,
8% interest, due on
demand, to a shareholder
of the Company                            42,425               0

Note payable, unsecured,
10% interest, due on
demand to a company
controlled or owned by
directors or officers of
the Company                               32,100          10,100
                                      ----------       ---------
Total notes payable, secured
And unsecured                         $  110,586      $   60,100
                                      ==========       =========
</TABLE>

<PAGE>
Accrued interest on related party notes payable, included in accrued
expenses as of December 31, 2001 and 2000 was $11,253 and $417,
respectively.

Note 3. 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 December 31, 2001 and 2000, 3,950,318 and 3,790,067
shares respectively. The Company has not authorized any preferred
stock.

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 years ended December 31, 2001, 2000,
and 1999 were 3,840,158, 2,255,476, and 981,498, respectively. As of
December 31, 2001, 2000 and 1999 the Company had no dilutive
potential common shares.

The Company cancelled shares of a former employee in November 2000
for failure to perform services. In 2001, these shares were
reinstated by the court.

Private Placement Memorandum
----------------------------

In April 2001, the Company began sales under a Private Placement
Memorandum (PPM) date January 15, 2001. The PPM purposes to raise
$1,000,000 through the sale of 500,000 shares of stock. The offering
is pursuant to Rule 506 of Regulation D of the Securities Act of
1933. Through March 27, 2002, the Company has sold 25,000 shares of
stock for $50,000.

NASD Listing
------------

The Company filed disclosure and information statements pursuant to
NASD Manual Rule 6740 and Rule 15c-2-11 of the Securities and
Exchange Act of 1934 with the National Association of Securities
Dealers. Effective May 14, 2001, the Company was granted the symbol
XWEB for quotation on the Over-The-Counter Bulletin Board (OTCBB).

Note 4. Related Party Transactions

Pursuant to the Consulting Agreement ("Agreement"), date June 1,
1999, with Shogun Investment Group, Ltd. ("Shogun"), the Company
<PAGE>
incurred expenses with regard to the Private Placement Memorandum and
other work performed by Shogun under the terms of the Agreement.
Shogun and its officers constructively own 26.4% of the Company.
Expenses pursuant to the Agreement were $205,080 and $200,000 for the
years ended December 31, 2001 and 2000 respectively. The consulting
fee for 2000 was converted to stock in September 2000. Included in
accounts payable for the consulting fees are $205,080 and $0 as of
December 31, 2001 and 2000, respectively.

The Company rents office space from Shogun under a lease agreement
dated January 1, 2000. Rent expense to Shogun was $19,781 in 2001 and
2000. Effective January 1, 2002, the Company signed a new lease
agreement. The lease is for two years with a monthly rent of $1,859
during the first year and $1,970 the second year. Lease obligations
for the Company for the years ended December 31, 2002 and 2003 are
$22,308 and $23,640 respectively.

During the year ended December 31, 2000, the Company published an
online magazine for World Stock Watch ("WSW"), a related party, and
began design work on an Internet web site for WSW. A 50% owner of WSW
directly owns 3.15% of the Company and controls an entity that owns
17.72% of the Company. Related party revenues and expenses recorded
for the year ending December 31, 2000 were $100,180 and $77,662,
respectively.  Accounts receivable from related parties included in
trade receivables is $20,000 at December 31, 2000. This receivable
has been allowed for as the related party has suspended operations
until market conditions improve.

Note 5. Going Concern

The Company's financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going
concern. This contemplates the realization of assets and the
liquidation of liabilities in the normal course of business.
Currently, the Company does not have significant cash or other
material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a
going concern. It is the intent of the Company to seek additional
investment through stock sales or a private placement described in
Note 3 to expand operations. Until that time, the stockholders,
officers, and directors have committed to advancing the operating
costs of the company.

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

As of  October 16, 2000, the Company has not changed accountants, and
management has had no disagreements with the findings of its
accountants.
                    PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Executive Officers and Directors

Our executive officers and directors are as follows:
  Name                   Title
----------------       ----------
Shaun Hadley           President
Paul Hadley            Secretary
Sherri Kresser         Treasurer
<PAGE>
Kip Swan               Director
Doug Myers             Director

General

Our directors are elected to hold office until the next annual
meeting of shareholders and until their respective successors have
been elected and qualified, or until his prior resignation or
removal. Our executive officers are elected by the Board of Directors
and hold office until resignation or removal by the Board of
Directors.

Family Relationships

Shaun and Paul Hadley are husband and wife. Sherri Kresser and Shaun
Hadley are sisters.

Shaun Hadley, President and Director

Ms. Shaun Hadley has an extensive financial and banking background.
Ms. Hadley's experience in the banking industry began with Security
Pacific Bank in 1989. After making significant advances to Staff
Manager during her four-year employment, Ms. Hadley transferred to
U.S. Bank of Nevada, where she served as Corporate Services Officer.
Ms. Hadley gained managerial and supervisory skills in the customer
services department. Ms. Hadley developed and maintained deposit
transaction relationships with banking customers. Ms. Hadley's
experience includes employee-training, problem-solving for banking
clients, acting as a liaison between various banking divisions and
subsidiaries to ensure and enforce cash management services and
operational flow for banking institutions.

Paul Hadley, Secretary and Director

Mr. Paul Hadley currently acquires designs, develops, and promotes
web sites. Before building a web site promotion company, Mr. Hadley
gained over ten years of experience in sales, marketing, and
administration as a Sales and Loan Officer at West Coast Capital, and
as a Sales Manager at Empire Marketing. Mr. Hadley has completed a
variety of coursework at Southern Nevada Community College, Computer
City, Comp USA and New Horizons Learning Center involving Microsoft
Word, Excel, Access, Win95, PC hardware and repair, Java, Unix, Adobe
Photo Shop, web design, HTML, Corel 6, and Ventura 5.

Sherri Kresser, Treasurer and Director

Ms. Sherri Kresser graduated from Salt Lake Community College with a
4.0 GPA. Ms. Kresser acted as medical assistant for OBGYN Associates,
where she performed a wide variety of functions, including taking of
patient histories, vital signs, medical charting, and scheduling of
patient care. Ms. Kresser also assisted physicians with medical
procedures and performed multiple office tasks. After providing day
care in her home, Ms. Kresser currently is an independent sales
representative for Salt Lake City Candle Company, performing
scheduling of open houses, bookkeeping, and product deliveries.

Item 10. EXECUTIVE COMPENSATION
The following table sets forth information concerning the
compensation of the executive officers of Xtreme Webworks for the
fiscal year ended December 31, 2001:
<PAGE>
<TABLE>
<CAPTION>
<S>                <C>      <C>        <C>         <C>
                                     Annual
Name/Title        Year     Salary    Bonus        Common Stock
--------------  -------   --------    -------     ------------
Shaun Hadley,
President         2001    $80,810    $16,733.10         -0-
                  2000    $36,956     -0-             350,000
                  1999    $10,000     -0-                -0-
Paul Hadley,
Secretary         2001    $83,658     $16,733.10         -0-
                  2000    $36,817     -0-             350,000
                  1999    $50,000     -0-                -0-

Sherri Kresser
Treasurer         2000      -0-       -0-                -0-
                  1999      -0-       -0-                -0-

Spencer Bradley   2001      -0-       $19,902.02         -0-
(Former Director)
------------------------------------------------------------
</TABLE>

None of the officers or directors of the Registrant received
compensation for their services during the fiscal year ended December
31, 1998. The bonuses paid in the year ended December 31, 2001 were
in consideration of outstanding loans and for services performed
since incorporation in February of 1994.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth information as of the end of 2001,
concerning beneficial ownership of the Company's Common Stock by (i)
each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group (iv) and each person known by the
Company to own beneficially more than five percent (5%) of the Common
Stock.

Except as otherwise indicated, the persons or entities listed below
have sole voting and investment power with respect to all shares of
common stock beneficially owned by them, except to the extent such
power may be shared with a spouse. No change in control is currently
being contemplated.
<TABLE>
<CAPTION>
<S>              <C>              <C>           <C>           <C>
Title      Name & Address                     Amount of      Percent
of         of Beneficial                      shares           of
Class      Owner of Shares       Position     held by Owner  Class
------     ---------------       --------     -------------
Common       Shaun Hadley       President/    350,000         8.95%
             6735 Greengrove    Director
             Las Vegas, NV 89103
Common       Paul Hadley        Secretary/    350,000         8.95%
Common       Jeff Bradley       Director      131,600         3.35%
             31 W. Horizon
             Ridge Parkway
             Boulder City, NV 89102
<PAGE>
Common       Kip Swan           Director       32,585         0.8%
             2967 Branch Drive
             SLC, UT 84117
Common       Doug Myers         Director       50,000        1.35%
             1870 S. 40
             Urbana, IL 61802
Common       All Executive Officers and       914,185        23.1%
             Directors as a Group
             (five people)
Common       Shirlene Bradly                   61,600        1.65%
             9116 Covered Wagon Dr.
             Las Vegas, NV 89117
Common       Donald Bradley                    61,600        1.65%
             9116 Covered Wagon Dr.
             Las Vegas, NV 89117
Common       Shogun Investment Group, Ltd.    771,000        19.5%
8100 W. Sahara Ave., Suite 200
             Las Vegas, NV 89117
</TABLE>
As of December 31, 2001, there were 43 stockholders of record and 5
beneficial owners of the Company's Common Stock.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Xtreme Webworks currently occupies office space under a lease
agreement between the Company and Shogun Investment Group, Ltd., of
Las Vegas, County of Clark, Nevada. Donald C. Bradley, a co-owner of
Shogun Investment Group, is a shareholder of Xtreme Webworks.

The parties have agreed to allow Xtreme Webworks to accrue rental
payments owed to Shogun Investment Group, Ltd. until the Company is
in a position to submit all rental payments due.

World Stock Watch is a primary client of Xtreme Webworks. The co-
owner of World Stock Watch, Donald C. Bradley, is a shareholder of
Xtreme Webworks.
























<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) Exhibits and Index of Exhibits

Exhibit
Number  Description
-------------------------------------------------------------
3.1     Articles of Incorporation of Xtreme Webworks,
        formerly known as Shogun Advertising, Inc.
        (Incorporated by reference from Exhibit 3.1 of Form
        10-SB12G/A filed November 7, 2000).

3.2     Bylaws of Xtreme Webworks,
        formerly known as Shogun Advertising, Inc.

        (Incorporated by reference from Exhibit 3.2 of Form
        10-SB12G/A filed November 7, 2000).

10.1    Service Agreement.
        (Incorporated by reference from Exhibit 10.1 of Form
        10-SB12G/A filed November 7, 2000).

10.2    New Lease Agreement.


        (b) Reports on Form 8-K.


                SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

              Xtreme Webworks
    ----------------------------------------
                (Registrant)

Date: March 31, 2002      /s/ SHAUN HADLEY
                          -----------------
                              SHAUN HADLEY
                              PRESIDENT


Date: March 31, 2002      /s/ PAUL HADLEY
                          -----------------
                              PAUL HADLEY
                              SECRETARY


Date: March 31, 2002      /s/ SHERRI KRESSER
                          -----------------
                              SHERRI KRESSER
                              TREASURER

<PAGE>




EXHIBIT 10-2
Lease

1. Names. This lease is made by SHOGUN INVESTMENT GROUP, LTD,
Landlord, and XTREME WEBWORKSINC Tenant.
2. Premises Being Leased.  Landlord is leasing to Tenant and Tenant
is leasing from Landlord the following premises:
A PORTION OF THE 2ND FLOOR AT 8100 W. SAHARA BLVD., LAS VEGAS, NEVADA
89117 WHICH IS OUTLINED ON ATTACHMENT #1
[X] Shared Facilities. Tenant and Tenant's employees and customers
may use the following additional facilities in common with other
tenants, employees and customers:
[ ] The adjacent parking lot.
[X] The parking lot located at 8100.W. SAHARA AVENUE, LAS VEGAS,
NEVADA
[X] Restroom facilities
[X] Storage areas
[X] Hallways, stairways and elevators
[X] Conference rooms
[ ] Other: ____________________________
3. Term of Lease. This lease is for 2 years beginning on January 1,
2002 and ending on December 31, 2003.
4. Rent. Tenant will pay rent in advance on the 1 ST day of each
month.
[ ] Tenant will pay rent of $________ per month for the entire
term of the lease.
[X] Tenant will pay the following rent:
   $1,859.00 per month during the 12-month period beginning
   January 1, 2002.
$1,970.00 per month during the 12-month period beginning
January 1, 2003.
5. Option to Extend Lease.  Landlord grants Tenant the option to
extend this lease for an additional 2 years on the same terms except
as follows: N/A
Tenant may exercise this option only if Tenant is in substantial
compliance with the terms of this lease. To exercise this option,
Tenant must give Landlord written notice on or before SEPTEMBER 1,
2003.
[ ] Additional Option.  If Tenant exercises the option granted
above, Tenant will then have the option to extend this lease for
______ years beyond the first option period on the same terms
except as follows ______________________. Tenant may exercise this
additional option only if Tenant is in substantial compliance with
the terms of this lease. To exercise this option, Tenant must give
Landlord written notice on or before ____________________________.
6. Security Deposit.  Tenant has deposited $N/A with Landlord as
security for Tenant's performance of this lease. Landlord will refund
the full security deposit to Tenant within 14 days following the end
of the lease if Tenant returns the premises to Landlord in good
condition (except for reasonable wear and tear) and Tenant has paid
Landlord all sums due under this lease. Otherwise, Landlord may
deduct any amounts required to place the premises in good condition
and to pay for any money owed to Landlord under the lease.
7. Improvements by Landlord
[X] Tenant accepts the premises in "as is" condition. Landlord
need not provide any repairs or improvements before the lease term
begins.
<PAGE>
[ ] Before the lease term begins, Landlord (at Landlord's expense)
will make the repairs and improvements listed in Attachment ___ to
this contract.
8. Improvements by Tenant.  Tenant may make alterations and
improvements to the premises after obtaining the Landlord's written
consent. At any time before this lease ends, Tenant may remove any of
Tenant's alterations and improvements, as long as Tenant repairs any
damage caused by attaching the items to or removing them from the
premises.
9. Tenant's Use of Premises.  Tenant will use the premises for the
following business purposes INTERNET WEB SITE DEVELOPMENT and for
purposes reasonably related to the main use.
10. Landlord's Representations.  Landlord represents that:
A. At the beginning of the lease term, the premises will be properly
zoned for Tenant's stated use and will be in compliance with all
applicable laws and regulations.
B. The premises have not been used for the storage or disposal of any
toxic or hazardous substance and Landlord has received no notice from
any governmental authority concerning removal of any toxic or
hazardous substance from the property.
11. Utilities and Services.  Landlord will pay for the following
utilities and services:
[X] Water
[X] Electricity
[X] Gas
[X] Heat
[X] Air Conditioning
Any items not checked will be the responsibility of Tenant.
12. Maintenance and Repairs
A. Landlord will maintain and make all necessary repairs to: (1) the
roof, structural components, exterior walls and interior common walls
of the premises, and (2) the plumbing, electrical, heating,
ventilating and air-conditioning systems.
B. Landlord will regularly clean and maintain (including snow
removal) the parking areas, yards, common areas and exterior of the
building and remove all litter so that the premises will be kept in
an attractive condition.
C. Tenant will clean and maintain Tenant's portion of the building so
that it will be kept in an attractive condition.
13. Insurance
A. Landlord will carry fire and extended coverage insurance on the
building.
B. Tenant will carry public liability insurance; this insurance will
include Landlord as an insured party. The public liability coverage
for personal injury will be in at least the following amounts:
   1.    $100,000.00 per occurrence.
   2.    $1,000,000.00 in any one year.
C. Landlord and Tenant release each other from any liability to the
other for any property loss, property damage or personal injury to
the extent covered by insurance carried by the party suffering the
loss, damage or injury.
D. Tenant will give Landlord a copy of all insurance policies that
this lease requires Tenant to obtain.
14. Taxes
A. Landlord will pay all real property taxes levied and assessed
against the premises.
B. Tenant will pay all personal property taxes levied and assessed
against Tenant's personal property.
15. Subletting and Assignment.  Tenant will not assign this lease or
sublet any part of the premises without the written consent of
<PAGE>
Landlord. Landlord will not unreasonably withhold such consent.
16. Damage to Premises
A. If the premises are damaged through fire or other cause not the
fault of Tenant. Tenant will owe no rent for any period during which
Tenant is substantially deprived of the use of the premises.
B. If Tenant is substantially deprived of the use of the premises for
more than 90 days because of such damage. Tenant may terminate this
lease by delivering written notice of termination to Landlord.
17. Notice of Default.  Before starting a legal action to recover
possession of the premises based on Tenant's default, Landlord will
notify Tenant in writing of the default. Landlord will take legal
action only if Tenant does not correct the default within ten days
after written notice is given or mailed to Tenant.
18. Quiet Enjoyment.  As long as Tenant is not in default under the
terms of this lease, Tenant will have the right to occupy the
premises peacefully and without interference.
19. Eminent Domain.  This lease will become void if any part of the
leased premises or the building in which the leased premises are
located are taken by eminent domain. Tenant has the right to receive
and keep any amount of money that the agency taking the premises by
eminent domain pays for Tenant's loss of business and for moving and
relocation expenses.
20. Holding Over.  If Tenant remains in possession after this lease
ends, the continuing tenancy will be from month to month.
21. Disputes.
[ ] Litigation. If a dispute arises, either party may take the
matter to court.
[ ] Mediation and Possible Litigation. If a dispute arises, the
parties will try in good faith to settle it through mediation
conducted by
[ ]_________________________.
[ ]  a mediator to be mutually selected.
The parties will share the costs of the mediator equally. Each party
will cooperate fully and fairly with the mediator and will attempt to
reach a mutually satisfactory compromise to the dispute. If the
dispute is not resolved within 30 days after it is referred to the
mediator, either party may take the matter to court.
[X] Mediation and Possible Arbitration. If a dispute arises, the
parties will try in good faith to settle it through mediation
conducted by
[ ]_____________________________.
[X] a mediator to be mutually selected.
The parties will share the costs of the mediator equally. Each party
will cooperate fully and fairly with the mediator and will attempt to
reach a mutually satisfactory compromise to the dispute. If the
dispute is not resolved within 30 days after it is referred to the
mediator, it will be arbitrated by
[] ______________________________
[x] an arbitrator to be mutually selected.
Judgment on the arbitration award may be entered in any court that
has jurisdiction over the matter. Costs of arbitration, including
lawyers' fees, will be allocated by the arbitrator.
Landlord need not participate in mediation or arbitration of a
dispute unless Tenant has paid the rent called for by this lease or
has placed any unpaid rent in escrow with an agreed-upon mediator or
arbitrator.
22. Additional Agreements. Landlord and Tenant additionally agree
that: TENANT WILL BE RESPONSIBLE FOR THEIR OWN TELEPHONE COSTS BOTH
LONG DISTANCE AND LOCAL CHARGES.
<PAGE>
23. Entire Agreement. This is the entire agreement between the
parties. It replaces and supersedes any and all oral agreements
between the parties, as well as any prior writings.
24. Successors and Assignees.  This lease binds and benefits the
heirs, successors and assignees of the parties.
25. Notices.
All notices must be in writing. A notice may be delivered to a party
at the address that follows a party's signature or to a new address
that a party designates in writing. A notice may be delivered:
(1) in person,
(2) by certified mail, or
(3) by overnight courier.
26.Governing Law.  This lease will be governed by and construed in
accordance with the laws of the state of Nevada
27.Counterparts.  The parties may sign several identical
counterparts of this lease. Any fully signed counterpart shall be
treated as an original.
28. Modification.  This lease may be modified only by a writing
signed by the party against whom such modification is sought to be
enforced.
29. Waiver.  If one party waives any term or provision of this lease
at any time, that waiver will only be effective for the specific
instance and specific purpose for which the waiver was given. If
either party fails to exercise or delays exercising any of its rights
or remedies under this lease, that party retains the right to enforce
that term or provision at a later time.
30. Severability.  If any court determines that any provision of this
lease is invalid or unenforceable, any invalidity or unenforceability
will affect only that provision and will not make any other provision
of this lease invalid or unenforceable and shall be modified, amended
or limited only to the extent necessary to render it valid and
enforceable.
Dated: October 1, 2001
LANDLORD
Name of Business: SHOGUN INVESTMENT GROUP, LTD.
a NEVADA CORPORATION
By: /S/ Shirlene Bradley
Printed Name: Shirlene Bradley
Title: President
Address: 8100 W. SAHARA AVENUE, 2ND FLOOR, LAS VEGAS, NEVADA 89117

TENANT
Name of Business: XTREME WEBWORKS,
a NEVADA CORPORATION
By: /S/Shaun Hadley
Printed Name: Shaun Hadley
Title: President
Address: 8100 W. SAHARA AVENUE, 2ND. FLOOR, LAS VEGAS, NEVADA 89117


<PAGE>