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, 2000.
                              -----------------

[ ] 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,  3,790,066  issued  and
outstanding as of December 31, 2000.

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  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: $336,744

<PAGE>

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.

Currently,  there is no trading market for Xtreme Webworks' stock. We have filed
an application to be listed on the NASD Over-The-Counter-Bulletin-Board (OTCBB).
Our application is pending as of the date of this report.

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


                                      -1-
<PAGE>
                                     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 websites 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 websites, 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.

                                      -2-
<PAGE>

B.       Business of Issuer

         Xtreme Webworks' principal business purpose is to provide promotion and
advertisement of websites 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 website and web page promotion for its clients.

The Promotion Program

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

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

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

         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 this 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 website 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.

                                      -3-
<PAGE>

NEW PRODUCTS

         During the fourth  quarter of 2000,  Xtreme  Webworks  introduced a new
series of promotion  packages in order to better serve its clients' needs. These
new products include:

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.

                                      -4-
<PAGE>

BUSINESS TODAY

       As of the end of 2000, Xtreme Webworks had approximately 300 clients that
have required website design and search engine placement. The Company intends to
continue to create additional  packages  tailorized to fits its clients' diverse
needs.

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 operate 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 population's discretionary spending may affect
the need for services provided by the Company, resulting in an adverse effect on
the Company's profitability.

         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.

                                      -5-
<PAGE>

         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".

         Reliance on Executive Officers and Key Employees

        Xtreme Webworks currently has 18 total employees, including 12 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  will be  controlled  by its officers and
directors.

         Currently,  the Company uses an outside certified public accountant and
bookkeeping services 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.

                                      -6-
<PAGE>

         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.

         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:

         Website design and hosting companies

         Many website 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   Website,   Inc.   and   USA  and
Write-promotion.com.

         Software  design  companies  that sell software  offering  self-created
website  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.

                                      -7-
<PAGE>

RESEARCH AND DEVELOPMENT

         During  the  last  two  years,   Xtreme   Webworks   has   developed  a
comprehensive   software   package  that  will  allow  a  client's   website  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 2001.

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  website.  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
online,  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.

                                      -8-
<PAGE>

         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  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  website  promotion  packages.  The Company  plans to acquire  additional
software  and  hardware  in order to improve  and expand its  website  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  controls  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.

                                      -9-
<PAGE>

         Marketing Strategy

         Xtreme  Webworks'  primary focus is to provide top positioning  through
search  engines in order to ultimately  bring traffic to its clients'  websites.
The Company will analyze each client's requirements, report 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 website
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 website 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.

PERSONNEL

         Xtreme  Webworks  currently  employs a team of 18 people,  including 12
full-time employees.  These employees engage in computer programming,  including
HTML and Internet applications,  website promotion services, sales, and customer
service  support.  The  Company's  sales  force  consists  of four  people  with
extensive  sales  experience.  The 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  consist of persons with
various  backgrounds in business  management.  (See Part I, Item 5 - "Directors,
Executive Officers, Promoters and Control Persons".)

                                      -10-
<PAGE>

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  1446  square  feet  for
approximately  $1650 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 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.

         The  Company has not initiated any formal proceedings in a court or
agency.

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

         On October 16, 2000, the Board of Directors of Xtreme Webworks resolved
to accept the resignation of Mr.  Kurt  D.  Saliger  as the  Company's  primary
accountant, and to engage Mr. Kyle L. Tingle as primary accountant.

           On November 16, 2000, the Board of Directors  resolved:  1) to accept
Ms. Brenda  Kolsen's  resignation  as Chief  Executive  Officer,  and for 50,000
shares  (175,000 shares after forward stock split) to be returned to the Company
due to lack of  consideration,  i.e.  one year of service was not  performed,
under an employment agreement;  2) to cancel 37,251 shares issued to a former
employee of the  Company  due to lack of  consideration  under an  agreement to
provide  a finished product; and 3) to issue 6,000 shares to an employee upon
completion of an assigned project.

                                      -11-
<PAGE>

                                     PART II

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

           The Company's common stock has been registered in a Form 10-SB filing
with the Securities and Exchange  Commission and has been approved.  The Company
intends to meet the fully-reporting  requirements of the Act and file reports in
the required  intervals.  The Company has filed an application with the NASD for
its common  stock to be listed on the  "Over-the-Counter"  Bulletin  Board (NASD
"OTCBB").  To date, the Company's  application is pending.  Therefore,  there is
currently no way to  ascertain an accurate  market value for the common stock as
of the date of the filing of this document.

Recent Sales of Unregistered Securities

         48,750 shares (170,625 shares after forward stock split) were issued on
January 1, 2000 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.

         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 Debra Buxton,  Cheryl  Heath,  James Nagai,
and Julie Nagai for cash based on $1.00 per share.

                                  Amount of Shares  Amount of Shares    Cash/
                                   Prior to                 After       Services
Name             Issue Date       3 1/2to 1 Split    3 1/2to 1 Split
--------------------------------------------------------------------------------
Debra Buxton     01/01/00             12,000             42,000          Cash

Cheryl Heath     01/01/00             12,000             42,000          Cash

James Nagai      01/01/00             12,400             43,400          Cash

Julie Nagai      01/01/00             12,350             43,225          Cash
--------------------------------------------------------------------------------

                                      -12-
<PAGE>

         71,630  shares  (250,705  shares)  were  issued  on May 8,  2000  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.

         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 Donald C. Bradley,  Jeff Bradley,  Shirlene
Bradley,   Bruce  Iorio,  Gary  Pickett,   and  Ryan  Taraska  for  cash  and/or
professional services performed for the company based on $1.00 per share.

                               Amount of Shares  Amount of Shares     Cash/
                                 Prior to            After            Services
Name              Issue Date   3 1/2to 1 Split   3 1/2to 1 Split
--------------------------------------------------------------------------------
Donald C. Bradley 05/08/00      17,600               61,600            Cash

Jeff Bradley      05/08/00      17,600               61,600            Cash

Shirlene Bradley  05/08/00      17,600               61,600            Cash

Bruce Iorio (1)   05/08/00       8,300               29,050            Services

Gary Pickett (2)  05/08/00       6,330               22,155            Services

Ryan Taraska (3)  05/08/00       4,200               14,700            Services
--------------------------------------------------------------------------------

(1) Bruce Iorio  received 8,300 shares as  compensation  for the $8,300 worth of
services earned while employed by Xtreme Webworks during 1998 and 1999.

(2) Gary Pickett  received  6,300  shares as  incentive  for the $6,300 worth of
services  earned while  employed by Xtreme  Webworks  during 1999.  Mr.  Pickett
worked for $300.00 per week as Xtreme Webworks'  Internet Service Provider.  Mr.
Pickett  maintains Xtreme Webworks'  Internet  connections on a full time basis,
which  does not  require  a 40 hour  work  week,  but more of a  monitoring  and
maintenance program. This salary was negotiated and agreed on by both parties.

(3) Ryan Taraska  received 4,200 shares as compensation for the $4,200 that
he earned while  employed by Xtreme  Webworks  during 1999 and 2000. Mr. Taraska
worked for $350.00 per week on a full-time  limited basis,  i.e. as his services
were needed. Mr. Taraska's expertise is in graphic design and computer artwork.

                                      -13-
<PAGE>

         25,000 shares (87,500 shares) were issued on August 29, 2000 and August
30, 2000, 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.

         These shares were issued to JJRB Investments, LP and JTJRB Holdings, LP
for cash based on $1.00 per share.

                                      Amount of Shares  Amount of Shares   Cash/
                                         Prior to            After       Service
Name                    Issue Date    3 1/2to 1 Split   3 1/2to 1 Split
--------------------------------------------------------------------------------
JJRB Investments, LP    08/29/00      12,500                     43,750     Cash

JTJRB Holdings, LP      08/29/00      12,500                     43,750     Cash
--------------------------------------------------------------------------------

         2,373,210  shares were issued on September 6, 2000 and November 6, 2000
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.

                                      -14-
<PAGE>

     These  shares were issued to George J.  Ballantine,  George W.  Ballantine,
James A. Ballantine,  Jim Burgauer,  Jeff Bradley, Mike and Heidi Cowell, Robert
P. Dunbar,  Paul Hadley,  Shaun Hadley,  James F. and John R. Haley,  Charles M.
Hoffman, Bruce Iorio, Jill A. Kissell,  Robert J. and Susan A. Koerner, Lisa and
Barry  McMorrow,  Doug Myers,  Janet E. Orze,  Ursula Rando,  Shogun  Investment
Group, Ltd., Rich Splain,  Charles and Karen Stone, and Kip Swan for cash and/or
professional services performed for the company based on $1.00 per share.

                                    Amount of Shares  Amount of Shares  Cash/
                                       Prior to            After        Services
Name                    Issue Date  31/2to 1 Split    3 1/2to 1 Split
--------------------------------------------------------------------------------


George J. Ballantine    09/06/00        20,000          70,000           Cash

George W. Ballantine    09/06/00        10,000          35,000           Cash

James A. Ballantine     09/06/00        10,000          35,000           Cash

Jim Burgauer (1)        09/06/00        20,000          70,000          Services

Jeff Bradley (2)        09/06/00        20,000          70,000          Services

Mike and Heidi Cowell   09/06/00         1,000           3,500            Cash

Robert P. Dunbar        09/06/00        10,000          35,000            Cash

Paul Hadley (3)         09/06/00       100,000          350,000         Services

Shaun Hadley (3)        09/06/00       100,000          350,000         Services

James F. and/or         09/06/00         2,000            7,000           Cash
   John R. Haley

Charles M. Hoffman      09/06/00         2,000            7,000           Cash

Bruce Iorio (4)         09/06/00         2,310            8,085         Services

Jill A. Kissell         09/06/00           100              350           Cash

Robert J. and           09/06/00         1,000            3,500           Cash
   Susan A. Koerner

Lisa and
  Barry McMorrow        09/06/00         1,500            5,250           Cash

Doug Myers (5)          09/06/00        20,000           70,000         Services

Janet E. Orze           09/06/00         5,000           17,500           Cash

Ursula Rando            09/06/00         5,000           17,500           Cash

Shogun Investment (6)   09/06/00       200,000          700,000         Services
Group, Ltd.

Lorraine Splain         09/06/00         1,000            3,500           Cash

Rich Splain             09/06/00         4,000           14,000           Cash
Rich Splain (7)         09/06/00        24,150           84,525         Services

Charles and Karen Stone 09/06/00         1,000            3,500           Cash

Kip Swan (8)            09/06/00        20,000           70,000         Services
--------------------------------------------------------------------------------

                                      -15-
<PAGE>

         The  stock  compensation  structure  for  directors  was  based on each
director  working for 3 hours per week, for 50 weeks per year.  This totaled 150
hours at a rate of  $100.00  per  hour,  equaling  $15,000.  In  addition,  each
Directors  was to attend one  Directors  meeting  per quarter at  $1,250.00  per
meeting. Each Director was responsible for his own expenses.

(1) James Burgauer received 20,000 shares to serve on the Board of Directors for
one year,  for his  experience  with  Internet  companies  including  Electronic
Secretary.com, MicroCapMonitor.com and EADVERTISMENT.com.

(2) Jeff Bradley  received  20,000 shares to serve on the Board of Directors for
one year, for his experience with Nevada State filings for corporations and also
for his  knowledge  of federal  filings  and  regulation  compliance  for Xtreme
Webworks.

(3) Paul and Shaun  Hadley  each  received  100,000  shares  for all  rights and
ownership of all  products  that have been  developed  by Mr.  Hadley for Xtreme
Webworks,  including  MakePage,   LeadClean,   LeadStriper,   LeadGenerator  and
DynamicPageSubmitterProgram, which were developed over the past five years.

(4) Bruce Iorio received an additional 2,310 shares as bonuses for the $2,300 he
earned in 2000, per the same compensation basis used in 1998 and 1999.

(5) Doug Myers received 20,000 shares to serve on the Board of Directors for one
year, for his experience and expertise in software development.

(6) Shogun  Investment Group, Ltd. received 200,000 shares for compensation of a
consulting  contract  that was  executed on June 1st 1999 by and between  Xtreme
Webworks and Shogun Investment  Group,  Ltd. This  compensation  covers the time
period from June 1, 1999 to December 31, 2000 for services  that  included,  but
were not limited to, consulting, compiling and preparing all documents necessary
to bring Xtreme Webworks to a fully reporting status with the SEC. These filings
included the Form 10SB12G registration statement, Form 10KSBs, Form 10QSBs, Form
8Ks and all other filings  necessary to maintain the fully reporting status with
the SEC.

         Shogun  Investment  Group,  Ltd.  also  prepared  all  NASD  regulatory
filings,  including the information and disclosure statements as required by SEC
Rule  15c2-11,  as part  of the  application  process  to be  listed  on the OTC
Bulletin Board.

         Xtreme  Webworks'  management  decided  to issue  the  shares to Shogun
Investment  Group,  Ltd.  as  compensation  for  services  in order to bring all
outstanding obligations under the consulting agreement up to date.

                                      -16-
<PAGE>

(7) Rich Splain  received 24,150 shares as bonuses while he was employed by
Xtreme Webworks. Mr. Splain was hired as Sales and Marketing Manager.

(8) Kip Swan  received  20,000 shares to serve on the Board of Directors for one
year, for his experience in sales marketing and advertisement.

         These sales were made in reliance upon the exemption from  registration
offered by Section  4(2) of the  Securities  Act of 1933,  as  amended,  and are
restricted by Rule 144 promulgated under the Securities Act of 1933, as amended,
subject to certain  limitations  included in said Rule.  In general,  under Rule
144, a person (or persons  whose  shares are  aggregated),  who has  satisfied a
one-year  holding  period,  under  certain  circumstances,  may sell  within any
three-month  period a number of shares  that does not exceed the  greater of one
percent of the then  outstanding  Common Stock,  or the average  weekly  trading
volume during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances,  the sale of shares without any quantity limitation
by a person who has satisfied a two-year  holding period and who is not, and has
not been for the preceding  three months.  All such sales were effected  without
the aid of  underwriters,  and no sales  commissions  were paid. An  appropriate
restrictive legend is imprinted upon each of the certificates  representing such
shares, in accordance with Rule 144.



                                      -17-
<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  based  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, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

         REVENUES.   For  the  year  ended  December  31,  2000,  revenues  were
approximately  $336,700, an increase of approximately  $305,920, or 992%, versus
revenues of  approximately  $30,800 for the year ended  December 31,  1999.  The
increase in  revenues  for the 2000 period was due  primarily  to: 1)  increased
sales as the Company  rapidly  expanded  during the third and fourth quarters of
2000, including the creation and/or expansion of its research and development,
sales,  marketing,  promotion,  and customer service  departments,  resulting in
improvement  of the Company's  product and increased  product cost, 2) change in
the  Company's  products  from  website  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,
2000 increased by $166,556, or 269%, 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, 2000
equaled  approximately  $108,300 versus a loss of  approximately  $31,000 in the
year ended December 31, 1999. This was due primarily to an increase in revenues,
primarily during the last two quarters of the year 2000.

         OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES.  Operating, general and
administrative  expenses  increased to  approximately  $931,300,  an increase of
$870,298  or  1,426%  for the  year  ended  December  31,  2000 as  compared  to
approximately  $61,000 for the year ended  December 31, 1999.  This  increase in
operating  expenses for the year ended December 31, 2000 occurred  primarily due
to:  1) an  increase  in  payroll  expenses,  due to the  hiring  of  additional
employees in  conjunction  with the  creation  and/or  expansion of  departments
within the Company, including sales, marketing,  promotion, and customer service
departments,  2) stock  compensation for the Company's  directors and consulting
services,  including accounting and legal fees, and 3) an increase in production
equipment and software expenses in order to accommodate additional clients.

         NET  PROFIT  (LOSS).  Net loss for the year ended December 31, 2000,
increased by approximately $753,100 from the comparable period in the prior
year as a result of the aforementioned increase in overhead expenses due to the
expansion  of the  Company's  product  and  services,  particularly  payroll and
related  expenses,  director  compensations,   consulting  and  other  operating
expenses.

                                      -18-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

           OVERVIEW.  The Company  sustained a loss in cash flows from operating
activities of approximately  $150,300 for 2000 compared to a loss from operating
activities  of $91,500  for 1999.  The  increase  in the loss was  substantially
accounted  for by the  increase  in cash paid to  suppliers  and  vendors due to
expansion of the Company's  products.  The Company also sustained an increase in
operating  losses of $731,000 in 2000 as compared  to 1999.  This  increase  was
partially due to director  compensations  and  consulting  fees in 2000,  all of
which are not expected to be continuing expenses for the Company.

         Management  believes  that the Company will be able to meet its current
and future obligations  primarily with internal revenues generated from sales of
the  Company's  various  services and products.  Approximately  one-third of the
Company's  revenues  for 2000 were a result of sales during the  Company's  last
quarter in 2000, and the Company believes that sales will continue to accelerate
in the year 2001.  Of the  operating  expenses  in 2000,  $543,000  was in stock
compensation,  which are not cash items that will affect liquidity. In addition,
the Company may raise  additional  capital  through the sale of stocks,  finding
additional investors in the Company, private placement offerings, listing of its
stock  on the  OTCBB,  and/or  other  sources  of  external  liquidity,  such as
procurements  of loans  from  related  parties  in order to  provide  sufficient
liquidity to continue expansion.

         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,  2000,  the Company had
assets of approximately $212,800,  compared to $199,700 as of December 31, 1999.
The increase of approximately $13,100 in cash, accounts receivables, and officer
and notes  receivables  was offset by a decrease  in notes  receivable  and non-
marketable  securities held by the Company.  The Company's  current  liabilities
increased from  approximately  $31,000 as of December 31, 1999 to $131,400 as of
December 31, 2000. This was due primarily to notes payable and accounts payable,
unearned revenues, and accrued liabilities.


                                      -19-
<PAGE>

ITEM 7.    FINANCIAL STATEMENTS.

                                 XTREME WEBWORKS

                                Financial Report


                                December 31, 2000
                                DECEMBER 31, 1999
                                DECEMBER 31, 1998



                                 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


                                      -20-
<PAGE>


                          Independent Auditor's Report


         To the Board of Directors
         Xtreme Webworks
         Las Vegas, Nevada


         I have audited the accompanying balance sheet of Xtreme Webworks,  Inc.
         as  of  December  31,  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 and 1998, 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.

         In my opinion,  the 2000 financial statements referred to above present
         fairly,  in all material  respects,  the  financial  position of Xtreme
         Webworks,  Inc.  as of  December  31,  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 4 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
         4. The financial  statements do not include any adjustments  that might
         result from the outcome of this uncertainty.


         /s/ KYLE L. TINGLE
         ------------------
             KYLE L. TINGLE
             CERTIFIED PUBLIC ACCOUNTANT

         March 23, 2001
         Henderson, Nevada


                                      -21-
<PAGE>

                                 XTREME WEBWORKS
                                 BALANCE SHEETS
                                  December 31,
<TABLE>
<CAPTION>


                                                                            2000                 1999                  1998
                                                              ------------------    -----------------     -----------------
          <S>                                                 <C>                   <C>                   <C>

                                     ASSETS

          CURRENT ASSETS
               Cash                                           $            5,484    $           1,678     $             496
               Accounts receivable, net of allowances for
                 doubtful accounts of $20,000, $0 and $0
                 (Note 3)                                                  4,325                    0                     0
               Officer receivable (Note 1)                               115,338              101,218                73,633
               Notes receivable  (Note 1)                                 21,226               21,748                24,000
               Prepaid assets                                                  0                    0                     0
                                                              ------------------    -----------------     -----------------
                      Total current assets                    $          146,373    $         124,644     $          98,129

          PROPERTY AND EQUIPMENT, NET                         $           17,368    $           2,708     $             394

          NON-MARKETABLE SECURITIES                           $           49,100    $          72,330     $          72,355
                                                              ------------------    -----------------     -----------------
                                     Total assets             $          212,841    $         199,682     $         170,878
                                                              ==================    =================     =================

                                  LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Notes payable                                  $           50,000    $               0     $               0
               Accounts payable                                           26,660                    0                     0
               Unearned revenues                                          45,733                    0                     0
               Accrued liabilities                                         9,046                    0                     0
               Subscriptions collected in advance                              0               31,000                     0
                                                                ----------------     ----------------      ----------------
                      Total current liabilities               $          131,439    $          31,000     $               0

          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
               authorized 50,000,000 shares;
               issued and outstanding
               888,951 shares at December 31, 1998;                                                       $             888
               1,170,526 shares at December 31, 1999;                               $           1,171
               3,790,066 shares at December 31, 2000;         $            3,790
               Additional Paid In Capital                              1,079,086              333,264               253,098
               Accumulated deficit                                    (1,001,474)            (165,753)              (83,108)
                                                                ----------------     ----------------      ----------------
                      Total stockholders' equity              $           81,402    $         168,682     $         170,878
                                                                ----------------     ----------------      ----------------
                                     Total liabilities and
                                     stockholders' equity     $          212,841    $         199,682     $         170,878
                                                                      ==========           ==========            ==========
</TABLE>

         See Accompanying Notes to Financial Statements.


                                      -22-
<PAGE>

                                 XTREME WEBWORKS
                            STATEMENTS OF OPERATIONS
                        For the years ended December 31,
<TABLE>
<CAPTION>


                                                                                        2000              1999             1998
                                                                                ---------------  ---------------   ---------------
       <S>                                                                      <C>              <C>               <C>

       Revenues (Note 1)                                                        $    336,744     $      30,824     $     20,351
       Cost of Revenues                                                              228,421            61,865           21,031
                                                                                ---------------  --------------    -------------
               Gross profit (loss)                                              $    108,323     $     (31,041)    $       (680)

       Operating, general and administrative expenses
          Payroll and related expenses                                          $    210,130     $         500     $          0
          Director compensation                                                      280,000                 0                0
          Consulting                                                                 228,855                 0                0
          Other operating expenses                                                   209,413            59,931           26,124
          Depreciation                                                                 2,946               615              197
                                                                                ---------------  ---------------   ---------------
              Operating, general and
                administrative expenses                                         $    931,344     $      61,046     $     26,321
                                                                                ---------------  ---------------   ---------------
                    Operating (loss)                                            $   (823,021)    $     (92,087)    $    (27,001)

       Non-operating income (expense)
          Interest income                                                       $     10,947     $       9,442     $      6,541
          (Loss) on non-marketable securities                                        (23,230)                0                0
          Interest expense                                                              (417)                0                0
                                                                                ---------------  ---------------   ---------------
                    Net (loss) before income taxes                              $   (835,721)    $     (82,645)    $    (20,460)

       Federal and state income taxes                                           $          0     $           0     $          0
                                                                                ---------------  ---------------   ---------------
                Net (loss)                                                      $   (835,721)    $     (82,645)    $    (20,460)
                                                                                ===============  ===============   ===============

                Net (loss) per share                                            $     (0.37)     $      (0.08)     $     (0.03)
                                                                                ===============  ===============   ===============
                Average Number of Shares
                of Common Stock Outstanding                                          2,255,476          981,498           663,478
                                                                                ===============  ==============    ===============


</TABLE>


         See Accompanying Notes to Financial Statements.



                                      -23-
<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, 1997                                       642,551    $     183,586         $     (62,648)

          Various 1998 dates, issued for cash                                246,400    $      70,400

          Net (Loss), 12-31-98                                                                                      (20,460)
                                                                       ---------------  --------------        ---------------
          Balance at December 31, 1998                                       888,951    $     253,986         $     (83,108)

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

          Net (Loss), 12-31-99                                                                                      (82,645)
                                                                       ---------------  ---------------       ---------------
          Balance at December 31, 1999                                     1,170,526    $     334,435         $    (165,753)

          January 1, 2000, issued from subscribed                            108,500    $      31,000

          January 1, 2000, issued for services                                62,125    $      17,750

          May 8, 2000, issued for cash                                       184,800    $      52,800

          May 8, 2000, issued for service                                    103,156    $      29,473

          August / September, issued for cash                                425,600    $     121,600

          September 6, 2000, issued for services                           1,947,610    $     556,460

          November 17, 2000, Rescission of stock                            (212,251)   $     (60,642)

          Net (loss), 12-31-00                                                                                     (835,721)
                                                                       ---------------  --------------        ---------------

          Balance at December 31, 2000                                     3,790,066    $   1,082,876         $  (1,001,474)
                                                                       ==============   ==============        ===============
</TABLE>

         See Accompanying Notes to Financial Statements.


                                      -24-
<PAGE>

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


                                                                                         2000             1999              1998
                                                                                ---------------  ---------------   ---------------
<S>                                                                             <C>              <C>               <C>

Cash Flows From Operating Activities
       Cash received from customers                                             $     312,419    $      30,824     $      20,351
       Cash paid to suppliers and vendors                                            (462,708)        (122,296)          (47,155)
                                                                                ---------------  ---------------   ---------------
       Net cash provided by (used in)
          operating activities                                                  $    (150,289)   $     (91,472)    $     (26,804)

Cash Flows From Investing Activities

       Net borrowings (payments to)
          related parties                                                       $      (2,699)   $     (15,866)    $     (43,208)
       Purchase of equipment                                                          (17,606)          (2,930)                0
                                                                                ---------------  ---------------   ---------------
       Net cash provided by (used in)
          investing activities                                                  $     (20,305)   $     (18,796)    $     (43,208)

Cash Flows From Financing Activities

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

       Net increase (decrease) in cash                                          $       3,806    $       1,182     $         388
       Cash and cash equivalents
           at beginning of period                                               $       1,678    $         496     $         108
                                                                                ---------------  ---------------   ---------------
       Cash and cash equivalents
          at end of period                                                      $       5,484    $       1,678     $         496
                                                                                ===============  ===============   ===============


</TABLE>

         See Accompanying Notes to Financial Statements



                                      -25-
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                         2000             1999              1998
                                                                                ---------------  ---------------   ---------------
<S>                                                                             <C>              <C>               <C>

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

Net loss                                                                        $    (835,721)   $     (82,645)    $     (20,460)
Adjustments to reconcile net (loss) to cash
     (used in) operating activities:
     Depreciation                                                                       2,946              615               197
     Allowance for doubtful accounts                                                   20,000                0                 0
     Loss on write-off of non-marketable securities                                    23,230                0                 0
     Stock issued as compensation                                                     543,041                0                 0
     Change in assets and liabilities
          (Increase) in accounts receivable                                           (24,325)               0                 0
          (Increase) decrease in officers
             and notes receivable                                                     (10,899)          (9,442)           (6,541)
          Decrease in prepaid assets                                                        0                0                 0
          Increase in notes payable                                                    50,000                0                 0
          Increase in accounts payable                                                 26,660                0                 0
          Increase in accrued liabilities                                              54,779                0                 0
                                                                                ---------------  ---------------   ---------------

       Net cash provided by (used in)
          operating activities                                                  $    (150,289)   $     (91,472)    $     (26,804)
                                                                                ===============  ===============   ===============

</TABLE>



         See Accompanying Notes to Financial Statements.


                                      -26-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS


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  websites,  and  designs  and  publishes  online  and  printed
         newsletters.  On May 10,  1998,  the Company  changed it name to Xtreme
         Webworks.

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

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

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

         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, 2000, 1999, and 1998.

         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


                                      -27-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS


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  are  expensed as services are
         performed. The receivables bear an interest rate of 10% per annum.

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

         Non-Marketable Securities
         -------------------------
         The  Company  holds  stock  interest  in   non-marketable   securities,
         primarily in non-public  companies  controlled or owned by directors or
         officers of the Company 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 does not exert significant  influence over any of
         the investments.  The Company has no investments that are accounted for
         by the equity method

         Revenue Recognition
         -------------------
         The Company 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  websites are 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 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.


                                      -28-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS


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

         Reclassifications
         -----------------
         Certain  amounts in the 1999 and 1998  financial  statements  have been
         reclassified to be consistent with the presentation used in 2000.

Note 2.  Stockholders' Equity

         Common stock
         ------------
         The  authorized  common  stock of the Company  consists  of  50,000,000
         shares  with par value of  $0.001.  The  company  had stock  issued and
         outstanding on December 31, 2000, 3,790,066 shares;  December 31, 1999,
         1,170,526 shares;  and December 31, 1998,  888,951 shares.  The Company
         has not authorized any preferred stock

         On September 6, 2000,  the  Company's  shareholders  approved a forward
         split of its common stock at three and one-half shares for one share of
         the existing  shares.  The number of common  stock  shares  outstanding
         increased from  1,143,519 to 4,002,317.  Prior period  information  has
         been restated to reflect the stock split

         On May 8, 2000, the Company issued 37,251 shares for services rendered.
         On  November  17,  2000,   the  Company   rescinded  the  shares  after
         determining  the  services  were not  completed  properly by the former
         employee.

         On September 6, the Board of Directors of the Company approved issuance
         of shares to certain board members and Shogun  Investment Group, Ltd, a
         company  related  through  common  ownership and  management,  for work
         performed  for  the  Company.   A  total  of  556,460  (split  adjusted
         1,947,610)  shares  were  issued.  The  shares are valued at one dollar
         ($1.00)  per  share,  the sales  price of shares  to third  parties  on
         September  5,  2000.  Director  compensation  and  consulting  fees  to
         non-directors  for the period ended December 31, 2000 totaled $280,000,
         and $226,460, respectively.

         On September 6, 2000,  the Company  issued 175,000 shares to an officer
         of the Company as part of her  employment  contract.  The  contract was
         mutually  terminated  in November  and the shares were  returned to the
         Company on November 17, 2000.

         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, 2000,  1999, and
         1998 were 2,255,476,  981,498, and 663,478 respectively. As of December
         31, 2000 and 1999 and December  31,  1999,  the Company had no dilutive
         potential common shares.



                                      -29-
<PAGE>

                                 XTREME WEBWORKS
                          NOTES TO FINANCIAL STATEMENTS

Note 3.  Related Party Transactions

         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 3.3% of the  Company  and  controls  an entity that owns
         18.5% 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 4.  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  to expand  operations.  Until that  time,  the
         stockholders,  officers,  and directors have committed to advancing the
         operating costs of the company.


Note 5.  Restatement

         Common stock,  additional paid in capital,  and retained earnings as of
         December  31,  1998 were  restated  for  issuance  of common  stock for
         services  provided in prior periods.  These issuances were  erroneously
         not recorded in the financial statements.


                                      -30-
<PAGE>

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

         On October 16, 2000, Kurt D. Saliger,  C.P.A. (the "former accountant")
who was previously engaged as the principal accountant to audit the Registrant's
financial statements,  resigned as principal accountant for Xtreme Webworks (the
"Registrant").  The decision to change  accountants was approved by the board of
directors on October 16, 2000.

     The former accountant's report on the financial statements for the past two
years and any interim period (including any time period before his resignation),
did not contain any adverse  opinions or disclaimers  of opinion,  nor were they
modified regarding audit scope or accounting  principles.  Neither was there any
disagreements,  resolved or  unresolved,  or  reportable  events with the former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure. Upon agreement between the
Registrant and the former accountant, the Registrant's 1999 financial statements
were revised by the former accountant. This modification will be incorporated in
the Registrant's first quarterly report.

         On October 16, 2000,  Kyle L.  Tingle,  C.P.A.,  located in  Henderson,
Nevada,  was  engaged  as the  principal  accountant  to audit the  Registrant's
financial statements.

         The  Registrant has provided the former  accountant  with a copy of the
disclosures  filed with the  Commission.  The  Registrant  requested  the former
accountant to furnish a letter  addressed to the Commission  stating  whether he
agrees with the  statements  made by the  Registrant  and,  if not,  stating the
respects in which he does not agree.  The letter has been filed as an Exhibit to
this report containing this disclosure.


                                      -31-
<PAGE>
                                    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/Director
Paul Hadley                                          Secretary/Director
Sherri Kresser                                       Treasurer/Director
Jim Burgauer                                         Director
Kip Swan                                             Director
Jeff Bradley                                         Director
Donald C. Bradley                                    Chairman of the Board
Douglas B. 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.  Donald C. Bradley is father of Shaun Hadley, Sherri
Kresser, Jeff Bradley and Kip Swan.

         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
websites.  Before building a website 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.

                                      -32-
<PAGE>

         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.

         James Burgauer, Director

     Mr. James Burgauer received a Bachelor's Degree in Business  Administration
at the University of Illinois.  Mr. Burgauer continued his education at Illinois
State  University,  where he received  his  Master's  Degree.  Mr.  Burgauer has
extensive marketing and investment  knowledge,  and is the author of two books -
"Do-It-Yourself Investor" and "Do-It-Yourself Investment Analysis".

         Douglas B. Myers, Director

     Mr. Douglas Myers attended the University of Illinois at  Urbana-Champaign,
where he majored in Computer  Science and  Engineering.  Mr. Myers assisted with
the  development  and  implementation  of a  Point  of  Sale  and a Back  Office
Accounting system at Ace Hardware.  At SuperSoft,  Inc., Mr. Myers  re-developed
computer software  products to enhance their programs.  Mr. Myers transferred to
SubLogic  Corporation,  where he  became  Director  of  Engineering.  Mr.  Myers
developed  the Airline  Transport  Pilot and Flight  Light  simulation  systems,
bringing  SubLogic to the forefront of the 3-D simulation  industry.  Currently,
Mr. Myers serves and President  and Direct of  Development  for  Docu-Management
Corporation.

         Kip Swan, Director

     Mr.  Kip  Swan  has over 22 years  of  experience  in the  office  products
industry,  including  sales and  marketing  experience.  Mr.  Swan has served as
Account  Executive  and  Distribution  Manager  for  United  Stationers,  and as
Purchasing,  Inventory, and Warehouse Manager for Boise Cascade Office Products.
His  responsibilities  included employee  supervision,  overseeing all functions
including accounting,  expense budgets,  computers,  warehouse inventories,  and
product  distribution.  Mr. Swan also has 5 years of  experience as a 50% Equity
Managing Partner in real estate sales, land development, and new construction.

                                      -33-
<PAGE>

         Jeff W. Bradley, Director

     Mr. Jeff W. Bradley has served as Secretary  of ASTIR,  Inc.  since June of
1998. Mr. Bradley has served as Secretary and Director of Accord Financial Group
since May of 1996 and Secretary and Director for Accord  Commercial  Real Estate
since November of 1996. Mr. Bradley has served as Manager of Accord in the sales
and investing  department for commercial  real estate and property.  Mr. Bradley
has also served as Treasurer and Director of Shogun Investment Group, Ltd. since
March 1994. Mr.  Bradley is currently a consultant  with Shogun and is active in
searching for possible merger candidates for companies that have been cleared by
the  NASD  to  trade  on the  OTC-BB  market.  In the  past  five  years  he was
instrumental in finding buyers for the following companies: in 1994, Ross Custom
Electronics Of Nevada (now American Casinos International, Inc.), OTC BB (ACII);
in 1996, Triple "D" Court, Inc. of Wyoming (now Video Stream International), OTC
BB (VSTM);  in 1997,  Perfect Future,  Ltd. of Nevada (now Eduverse  Accelerated
Learning Systems, Inc.), OTC BB (EDUV) and Rhodes Wolters & Associates,  Inc. of
Nevada (now The  Majestic  Companies,  Inc.),  OTC BB (MJXC);  in 1998,  Capital
Placement  Specialists,  Inc. of Utah (now Converge Global, Inc.), OTC BB (CVRG)
and Metro Match, Inc, of Nevada, OTC BB (MTMH); Treasurer of Noble Onie, Inc., a
Nevada Corp. (now National Capital Companies),  and President of Roller Coaster,
Inc., a Nevada Corp. (now San Diego Soccer Development). Mr. Bradley also serves
as President and Director of A Gourmet Tour, Inc., a Nevada  Corporation,  since
September of 1998. Mr. Bradley has acquired licensing to operate a tour business
in  Nevada.   Mr.  Bradley  is  also  an  Officer  in  the  following   inactive
corporations:  Secretary of Accord  Investment and  Development  Group, a Nevada
Corp.; Treasurer of Grand Sports International,  Ltd., a Nevada Corp.; President
of High Desert Land  Development,  Inc., a Nevada Corp; and Treasurer of Stealth
Holding, Inc., a Nevada Corp.

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, 2000:

                                     Annual
Name/Title              Year      Salary        Bonus      Common Stock
-----------------------------------------------------------------------
Shaun Hadley,
President/Director   2000      $36,956           -0-        350,000
                     1999      $10,000           -0-          -0-
Paul Hadley,
Secretary/Director   2000      $36,817           -0-        350,000
                     1999      $50,000           -0-          -0-
Jeff Bradley,
Director             2000        -0-             -0-         70,000
                     1999      $   500           -0-          -0-
Kip Swan,
Director             2000        -0-             -0-         70,000
                     1999        -0-             -0-          -0-
James Burgauer,
Director             2000        -0-             -0-         70,000
                     1999        -0-             -0-          -0-
Doug Myers,
Director             2000        -0-             -0-         70,000
                     1999        -0-             -0-          -0-
-----------------------------------------------------------------------

         None  of  the  officers  or  directors  of  the   Registrant   received
compensation for their services during the fiscal year ended December 31, 1998.

                                      -34-
<PAGE>

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       The  following  table  sets  forth  information  as of the  end of  2000,
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.


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          9.2%
             4436 Sandcastle     Director
             Las Vegas, NV 89117

Common       Paul Hadley        Secretary/    350,000          9.2%
                                 Director

Common       Jeff Bradley        Director      70,000          1.8%
             1522 Marita Dr.
             Boulder City, NV 89005

Common       Kip Swan            Director      70,000          1.8%
             2967 Branch Dr.
             SLC, UT 84117

Common       Jim Burgauer        Director      70,000          1.8%
             35 Pendelton Way
             Bloomington, IL 61704

Common       All Executive Officers and       910,000         24.0%
              Directors as a Group (5 people)

Common       Kathryn J. Livengood             262,500          6.9%
             1408 W. Shutter St.
             Elreno, OK 73036

Common       Shogun Investment Group, Ltd.    700,000         18.5%
             8100 W. Sahara Ave., Ste. 200
             Las Vegas, NV 89117

         As of December 31,  2000,  there were 76  stockholders  of record and 4
 beneficial owners of the Company's Common Stock.

                                      -35-
<PAGE>

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.

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              Lease Agreement.

16.1              Letter on Change in Certifying Accountant
                    (Incorporated  by  reference  from  Exhibit 16.1 of Form 8-K
                     filed October 17, 2000).

         (b)      Reports on Form 8-K.

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



                                      -36-
<PAGE>

                                   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, 2001                /s/ SHAUN HADLEY
                                         -----------------
                                         SHAUN HADLEY
                                         PRESIDENT


Date:  March 31, 2001                /s/ PAUL HADLEY
                                         -----------------
                                         PAUL HADLEY
                                         SECRETARY


Date:  March 31, 2001                /s/ SHERRI KRESSER
                                         -----------------
                                         SHERRI KRESSER
                                         TREASURER




                                      -37-
<PAGE>

EXHIBIT 10.2

                                      LEASE


SHOGUN  INVESTMENT GROUP,  Ltd., of LAS VEGAS County of CLARK,  State of Nevada,
the lessor hereby remise, release and let toXTREME WEBWORKS,  INC., of LAS VEGAS
County of CLARK  State of  Nevada,  the  lessee  executors,  administrators  and
assigns,  all those premises  situate,  lying and being in the CITY of LAS VEGAS
County of CLARK State of Nevada, and particularly described as follows, to wit:

              8100 WEST SAHARA, SUITE 200, LAS VEGAS, NEVADA 89117

         The term hereof shall  commence  on:  JANUARY 1, 2000 and continue on a
month-to-month basis thereafter,  until either party shall terminate the same by
giving the other party 30 days  written  notice  delivered  by  certified  mail,
provided  that  lessee  agrees not to  terminate  prior to the  expiration  of 3
months.

         And the said lessee  covenant and agree to pay to said  lessor,  heirs,
executors,  administrators  and assigns as rental for said premises,  the sum of
$11,880.00  Dollars  payable in sums of $990.00  Dollars  per month,  monthly in
advance, on the 1ST day of each and every month during said term.

         And the said lessee  further agrees to deliver up said premises to said
lessor at the expiration of said term in as good order and condition as when the
same were  entered  upon by said  lessee,  reasonable  use and wear  thereof and
damage by the elements excepted, and that neither SHOGUN INVESTMENT GROUP, Ltd.,
nor XTREME  WEBWORKS,  INC.,  legal  representatives  will let or underlet  said
premises,  or any part thereof  without the written consent of said lessor first
had and obtained.

         And said  lessee  further  covenant  and agree  that if said rent above
reserved  or any part  thereof  shall be unpaid for 10 days after the same shall
become due; or if default be made in any of the covenants herein contained to be
kept by said lessee, or if said lessee shall vacate such premises,  it shall and
may be lawful for said lessor legal  representatives or assigns,  without notice
or legal process, to re-enter and take possession of said premises and every and
any part thereof and re-let the same and apply the net proceeds so received upon
the amount due under this lease.

         Also that the said  lessee will pay all costs and  attorney's  fees and
expenses that shall arise from enforcing the covenants of this lease.

         It is  hereby  expressly  covenanted  by the  lessee  that the rent and
charges  above  reserved  shall be a first lien on the  furniture,  fixtures and
personal  property of said lessee and the said furniture,  fixtures and personal
property shall not be removed from said premises until said rent and charges are
fully paid.

     ENTIRE  AGREEMENT:  The foregoing  constitutes the entire agreement between
the parties and may be modified only by a writing  signed by both  parties.  The
following  exhibits,  if any, have been made a part of this agreement before the
parties' execution hereof: EXHIBIT "A".

The undersigned Lessee hereby acknowledges receipt of a copy hereof. Dated:_____

___________________________Lessor           ________________________Lessee
Shogun Investment Group, Ltd.               Xtreme Webworks, Inc.
--------------------------------            ------------------------------
Address                                     Address
--------------------------------            ------------------------------
Phone                                       Phone


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<PAGE>



                                SEPTEMBER 1, 2000

                                 XTREME WEBWORKS
                                ADDENDUM TO LEASE


Breakdown of leased space as of September 1, 2000:

Executive offices:                  311 sq. ft.
Promotion Dept:                     250 sq. ft.
Lead Generation Dept:               125 sq. ft.
Sales Department:                   428 sq. ft.
Research and Development:           138 sq. ft.
Reception area:                      74 sq. ft.
Conference area:                    100 sq. ft.
Employee Lounge:                     20 sq. ft.


         TOTAL                     1446 sq. ft. = 28.92% of 5000 sq. ft.
                                   =  $1648.44 per month.

Xtreme  Webworks has the option to increase  rental space on an as needed basis.
As space is  increased  rent will be adjusted and an Exhibit will be attached to
reflect additional space rented and adjustment in rental expense.



ACCEPTED:

Lessor:



---------------------------------     --------------------------
Shogun Investment Group, Ltd.         Date

Lessee:



----------------------------------    ---------------------------
Xtreme Webworks Inc.                  Date


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