As  filed with  the Securities and  Exchange  Commission  on  February  13, 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  AGREEMENTS
                            (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  . . . . . . . . . . . . . . . . . . ..      300,000(1)       $0.70(2)       $210,000            $27.00
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
<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 12, 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 Theodore J. Smith dated
     February 6,  2004.

10.2 Consulting Agreement between the Company and Jeffrey Conrad dated February
     6,  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 13th 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 13,  2004
-----------------------         President  and  Director
Kevin  Ryan


/s/  Barrett  Evans              Director                    February 13,  2004
-----------------------
Barrett  Evans

/s/  Douglas  H.  Leighton        Director                   February 13,  2004
-----------------------
Douglas  H.  Leighton

/s/  Michael  A.  Novielli        Director                   February 13,  2004
-----------------------
Michael  A.  Novielli

/s/  Theodore  J.  Smith          Director                   February 13,  2004
-----------------------
Theodore  J.  Smith
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15374}]
{"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": "333-112811", "film-number": "04597465"}, "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  13, 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  AGREEMENTS
                            (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  . . . . . . . . . . . . . . . . . . ..      300,000(1)       $0.70(2)       $210,000            $27.00
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
(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 12, 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 Theodore J. Smith dated
     February 6,  2004.

10.2 Consulting Agreement between the Company and Jeffrey Conrad dated February
     6,  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 13th 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 13,  2004
-----------------------         President  and  Director
Kevin  Ryan

/s/  Barrett  Evans              Director                    February 13,  2004
-----------------------
Barrett  Evans

/s/  Douglas  H.  Leighton        Director                   February 13,  2004
-----------------------
Douglas  H.  Leighton

/s/  Michael  A.  Novielli        Director                   February 13,  2004
-----------------------
Michael  A.  Novielli

/s/  Theodore  J.  Smith          Director                   February 13,  2004
-----------------------
Theodore  J.  Smith