As filed with the Securities and Exchange Commission on February 27, 2004
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             XTREME COMPANIES, INC.


             (Exact name of registrant as specified in its charter)


            NEVADA                                 88-0394021
           ---------                               ----------
(State  or  other  jurisdiction                  (IRS  Employer
of  incorporation  or  organization)          Identification  No.)

                            Kevin Ryan, CEO/Director
                             Xtreme Companies, Inc.
                           11782 Western Ave., Unit18
                            Stanton, California 90680
                                 (714) 895-0944

    (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                            Kevin Ryan, CEO/Director
                             Xtreme Companies, Inc.
                           11782 Western Ave., Unit18
                            Stanton, California 90680
                            Telephone: (714) 895-0944

                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                                                      <C>               <C>           <C>               <C>
                                                         Proposed
                                                         Maximum                          Maximum
                                                         Amount            Proposed       Aggregate         Amount of
Title of Securities . . . . . . . . . . . . . . . . . .  To Be             Offering       Offering          Registration
To Be Registered. . . . . . . . . . . . . . . . . . . .  Registered        Per Share      Price             Fee
------------------------------------------------------   ---------------   ------------    ---------------   ---------------

Common Stock, par value
..001 per share  . . . . . . . . . . . . . . . . . . ..      30,000(1)       $0.80(2)       $24,000            $3.02
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
<FN>
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  February 25, 2004.
</TABLE>

PART  I    INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

Pursuant to the Note to Part I of the Form S-8, the information required by Part
I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Xtreme  Companies, Inc., 11782 Western Ave., Unit 18, Stanton, California 90680.
Our  telephone  number  is  (714)  895-0944.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  incorporated  by  reference in this registration
statement.

a)  The  Registrant's  Annual  Report  on  Form 10-KSB for the fiscal year ended
December  31,  2002  filed  pursuant to Section 13(c) or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

b)  All  other reports filed by Registrant pursuant to Section 13(c) or 15(d) of
the  Exchange  Act  since  the end of the fiscal year covered by the Form 10-KSB
referred  to  in  (a)  above.

c)  The  description of the common stock, $.001 par value per share (the "Common
Stock")  of  the  Registrant  is  contained  in  the  Registrant's  registration
statement  on  Form  10-KSB.

All documents filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and
15 (d) of the Exchange Act subsequent to the date of this registration statement
and  prior  to  the  filing  of  a post-effective amendment to this registration
statement  which  indicates that all securities offered hereby have been sold or
which  deregisters  all  securities  then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from  the  date  of  filing  of  such documents. Any statement contained in this
registration  statement,  in a supplement to this registration statement or in a
document  incorporated  by  reference  herein, shall be deemed to be modified or
superseded  for  purposes  of  this  registration statement to the extent that a
statement  contained  herein  or  in  any  subsequently filed supplement to this
registration  statement  or in any document that is subsequently incorporated by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES

Not  applicable.  The  class  of  securities  to  be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling the Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

Article  XI  of  the  By-laws of the Registrant contain the following provisions
with  respect  to  liability  of  directors  and  officers:

Every  Person who was or is a party or is threatened to be made a party to or is
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the representative is or was a director or officer of the corporation
or  is  or was serving at the request of the corporation or for its benefit as a
director  or  officer  of  the  corporation  or for its benefit as a director or
officer of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless to the
fullest  extent  legally  permissible  under  the General Corporation Law of the
State  of  Nevada  from  time  to  time  against all expense, liability and loss
(including  attorney's  fees, judgments, fines and amounts paid or to be paid in
settlement)  reasonably incurred or suffered by him in connection therewith. The
expenses  of  officers  and  directors incurred in defending a civil or criminal
action,  suit or proceeding must be paid by the corporation as they are incurred
and  in  advance of the final disposition of the action, suit or proceeding upon
receipt  of  an  undertaking by or on behalf of the director or officer to repay
the  amount  if it is ultimately determined by a court of competent jurisdiction
that  he  is  not  entitled  to be indemnified by the corporation. Such right of
indemnification  shall  be  contact  right,  which may be enforced in any manner
desired  by such person. Such right of indemnification shall not be exclusive of
any  other  right  which such directors, officers or representatives may have or
hereafter  acquire  and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights  under  this  Article.

The  Board  of  Directors  may  cause  the  corporation to purchase and maintain
insurance  on  behalf  of  any person who is or was a director or officer of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director  or  officer  of  another  corporation,  or  its  representative  in  a
partnership,  joint  venture,  trust  or  other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such  status,  whether  or not the corporation would have the poser to indemnify
such  person.

The  Board  of Directors may from time to time adopt further Bylaws with respect
to  indemnification  and  may amend there and such Bylaws to provide at all time
the  fullest  indemnification  permitted  by  the General Corporation Law of the
State  of  Nevada.

The  General  Corporation  Law  of the State of Nevada generally provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made  a  party  to  any  threatened,  pending  or  completed action, suit or
proceeding,  whether civil, criminal, administrative or investigative, except an
action  by  or in the right of the corporation, by reason of the fact that he is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  the  action,  suit or proceeding if he is not liable; or (b) Acted in good
faith  and  in  a manner which he reasonably believed to be in or not opposed to
the  best interests of the corporation, and, with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe his conduct was unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

Exhibit  No.  Description
-------------------------

5.1  Opinion  of  Amy  Trombly,  Esq.

10.1  Consulting  Agreement between the Company and William Morse dated February
17,  2004

23.1  Consent  of  Counsel  (included  in  Exhibit  5.1)

23.2  Consent  of  Beckstead  and  Watts,  LLP

ITEM  9.  UNDERTAKINGS

(a)  The  Company  hereby  undertakes:

1.  To  file, during any period in which it offers or sells securities are being
made,  a  post-effective  amendment  to  this  registration  statement  to:

(i)  Include  any additional or changed material information with respect to the
plan  of  distribution.

2.  For  determining  liability  under  the  Securities  Act  of 1933, that each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering  .

3.  File  a  post-effective  amendment  to  remove  from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1), or (4) or 497(h) under the Securities Act as
part  of  this  registration statement as of the time the Commission declared it
effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in the City of Stanton, State of California the 27th day of February
2004.

                              XTEME COMPANIES, INC.


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


Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been signed by the following persons in the capacities indicates
and  on  the  dates  indicated.


                                     TITLE                           DATE
                                     -----                           ----

/s/  Kevin Ryan                Chief  Executive  Officer,    February 27,  2004
-----------------------         President  and  Director
Kevin  Ryan


/s/  Barrett  Evans              Director                    February 27,  2004
-----------------------
Barrett  Evans

/s/  Douglas  H.  Leighton        Director                   February 27,  2004
-----------------------
Douglas  H.  Leighton

/s/  Michael  A.  Novielli        Director                   February 27,  2004
-----------------------
Michael  A.  Novielli

/s/  Theodore  J.  Smith          Director                   February 27,  2004
-----------------------
Theodore  J.  Smith
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14787}]
{"company-data": {"conformed-name": "XTREME COMPANIES INC", "cik": "0001114908", "assigned-sic": "7389", "irs-number": "880394012", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113142", "film-number": "04634634"}, "business-address": {"street1": "9116 COVERED WAGON DRIVE", "city": "LAS VEGAS", "state": "NV", "zip": "89117", "phone": "7027322253"}, "mail-address": {"street1": "9116 COVERED WAGON DRIVE", "city": "LAS VEGAS", "state": "NV", "zip": "89117"}, "former-company": [{"former-conformed-name": "XTREME COS INC", "date-changed": "20020510"}, {"former-conformed-name": "XTREME WEBWORKS", "date-changed": "20000518"}]}
As filed with the Securities and Exchange Commission on February 27, 2004
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             XTREME COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

            NEVADA                                 88-0394021
           ---------                               ----------
(State  or  other  jurisdiction                  (IRS  Employer
of  incorporation  or  organization)          Identification  No.)

                            Kevin Ryan, CEO/Director
                             Xtreme Companies, Inc.
                           11782 Western Ave., Unit18
                            Stanton, California 90680
                                 (714) 895-0944

    (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE CONSULTING AGREEMENT
                            (Full Title of the Plan)

                            Kevin Ryan, CEO/Director
                             Xtreme Companies, Inc.
                           11782 Western Ave., Unit18
                            Stanton, California 90680
                            Telephone: (714) 895-0944

                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                         Maximum                          Maximum
                                                         Amount            Proposed       Aggregate         Amount of
Title of Securities . . . . . . . . . . . . . . . . . .  To Be             Offering       Offering          Registration
To Be Registered. . . . . . . . . . . . . . . . . . . .  Registered        Per Share      Price             Fee
------------------------------------------------------   ---------------   ------------    ---------------   ---------------

Common Stock, par value
..001 per share  . . . . . . . . . . . . . . . . . . ..      30,000(1)       $0.80(2)       $24,000            $3.02
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  February 25, 2004.
PART  I    INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

Pursuant to the Note to Part I of the Form S-8, the information required by Part
I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Xtreme  Companies, Inc., 11782 Western Ave., Unit 18, Stanton, California 90680.
Our  telephone  number  is  (714)  895-0944.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  incorporated  by  reference in this registration
statement.

a)  The  Registrant's  Annual  Report  on  Form 10-KSB for the fiscal year ended
December  31,  2002  filed  pursuant to Section 13(c) or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

b)  All  other reports filed by Registrant pursuant to Section 13(c) or 15(d) of
the  Exchange  Act  since  the end of the fiscal year covered by the Form 10-KSB
referred  to  in  (a)  above.

c)  The  description of the common stock, $.001 par value per share (the "Common
Stock")  of  the  Registrant  is  contained  in  the  Registrant's  registration
statement  on  Form  10-KSB.

All documents filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and
15 (d) of the Exchange Act subsequent to the date of this registration statement
and  prior  to  the  filing  of  a post-effective amendment to this registration
statement  which  indicates that all securities offered hereby have been sold or
which  deregisters  all  securities  then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from  the  date  of  filing  of  such documents. Any statement contained in this
registration  statement,  in a supplement to this registration statement or in a
document  incorporated  by  reference  herein, shall be deemed to be modified or
superseded  for  purposes  of  this  registration statement to the extent that a
statement  contained  herein  or  in  any  subsequently filed supplement to this
registration  statement  or in any document that is subsequently incorporated by
reference  herein  modifies  or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES

Not  applicable.  The  class  of  securities  to  be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling the Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

Article  XI  of  the  By-laws of the Registrant contain the following provisions
with  respect  to  liability  of  directors  and  officers:

Every  Person who was or is a party or is threatened to be made a party to or is
involved  in  any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the representative is or was a director or officer of the corporation
or  is  or was serving at the request of the corporation or for its benefit as a
director  or  officer  of  the  corporation  or for its benefit as a director or
officer of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless to the
fullest  extent  legally  permissible  under  the General Corporation Law of the
State  of  Nevada  from  time  to  time  against all expense, liability and loss
(including  attorney's  fees, judgments, fines and amounts paid or to be paid in
settlement)  reasonably incurred or suffered by him in connection therewith. The
expenses  of  officers  and  directors incurred in defending a civil or criminal
action,  suit or proceeding must be paid by the corporation as they are incurred
and  in  advance of the final disposition of the action, suit or proceeding upon
receipt  of  an  undertaking by or on behalf of the director or officer to repay
the  amount  if it is ultimately determined by a court of competent jurisdiction
that  he  is  not  entitled  to be indemnified by the corporation. Such right of
indemnification  shall  be  contact  right,  which may be enforced in any manner
desired  by such person. Such right of indemnification shall not be exclusive of
any  other  right  which such directors, officers or representatives may have or
hereafter  acquire  and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights  under  this  Article.

The  Board  of  Directors  may  cause  the  corporation to purchase and maintain
insurance  on  behalf  of  any person who is or was a director or officer of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director  or  officer  of  another  corporation,  or  its  representative  in  a
partnership,  joint  venture,  trust  or  other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such  status,  whether  or not the corporation would have the poser to indemnify
such  person.

The  Board  of Directors may from time to time adopt further Bylaws with respect
to  indemnification  and  may amend there and such Bylaws to provide at all time
the  fullest  indemnification  permitted  by  the General Corporation Law of the
State  of  Nevada.

The  General  Corporation  Law  of the State of Nevada generally provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made  a  party  to  any  threatened,  pending  or  completed action, suit or
proceeding,  whether civil, criminal, administrative or investigative, except an
action  by  or in the right of the corporation, by reason of the fact that he is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with  the  action,  suit or proceeding if he is not liable; or (b) Acted in good
faith  and  in  a manner which he reasonably believed to be in or not opposed to
the  best interests of the corporation, and, with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe his conduct was unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

Exhibit  No.  Description
-------------------------

5.1  Opinion  of  Amy  Trombly,  Esq.

10.1  Consulting  Agreement between the Company and William Morse dated February
17,  2004

23.1  Consent  of  Counsel  (included  in  Exhibit  5.1)

23.2  Consent  of  Beckstead  and  Watts,  LLP

ITEM  9.  UNDERTAKINGS

(a)  The  Company  hereby  undertakes:

1.  To  file, during any period in which it offers or sells securities are being
made,  a  post-effective  amendment  to  this  registration  statement  to:

(i)  Include  any additional or changed material information with respect to the
plan  of  distribution.

2.  For  determining  liability  under  the  Securities  Act  of 1933, that each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering  .

3.  File  a  post-effective  amendment  to  remove  from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1), or (4) or 497(h) under the Securities Act as
part  of  this  registration statement as of the time the Commission declared it
effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in the City of Stanton, State of California the 27th day of February
2004.

                              XTEME COMPANIES, INC.

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

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been signed by the following persons in the capacities indicates
and  on  the  dates  indicated.

                                     TITLE                           DATE
                                     -----                           ----

/s/  Kevin Ryan                Chief  Executive  Officer,    February 27,  2004
-----------------------         President  and  Director
Kevin  Ryan

/s/  Barrett  Evans              Director                    February 27,  2004
-----------------------
Barrett  Evans

/s/  Douglas  H.  Leighton        Director                   February 27,  2004
-----------------------
Douglas  H.  Leighton

/s/  Michael  A.  Novielli        Director                   February 27,  2004
-----------------------
Michael  A.  Novielli

/s/  Theodore  J.  Smith          Director                   February 27,  2004
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Theodore  J.  Smith