U.S. 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 of Incorporation)	(I.R.S. Employer ID No.)

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

Non-Employee Directors and Consultants Retainer Stock Plan
(Full title of the Plan)

Kevin Ryan, CEO/Director
Xtreme Companies, Inc.
11782 Western Ave., Unit18
Stanton, California 90680
(714) 895-0944                       .
(Name, address, and telephone number of agent for service)


CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
Proposed Aggregate Offering Price
Amount of Registration Fee
Common Stock
8,000,000
$0.001 (1)
$8,000
$0.73


(1)  This offering price per share is calculated under Rule
457(h)(1) pursuant to the deemed issuance price as set forth
in this plan (see Exhibit 4 to this Form S-8).

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

ITEM 1.   PLAN INFORMATION.
See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The documents containing the information specified in Part I,
Items 1 and 2 will be delivered to each of the participants in
ccordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents
incorporated by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered pursuant
to Rule 428(b).  The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title
or department) and telephone number to which the request is to
be directed.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

(a)	The Registrant's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 2002, filed on April 16, 2003.

(b)  	All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the financial statements contained in the Form
10-KSB referred to in (a) above, which consists of a Form 10-QSB's
filed on May 15, 2003 and August 18, 2003.

(c)	A description of the securities of the Registrant is
contained in a Form 10SB-12G filed on May 22, 2000 and amended
on November 07, 2000.  All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14,  and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be part thereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
	Not applicable.




ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)	Articles of Incorporation and Bylaws.

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 repayu 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.

(b)	Nevada Statutes.

NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.
      1.  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:
      (a) Is not liable pursuant to NRS 78.138; 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.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that
the person is liable pursuant to NRS 78.138 or did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
      2.  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 or suit by or in the right of the
corporation to procure a judgment in its favor 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 amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or
suit
if he:
      (a) Is not liable pursuant to NRS 78.138; 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.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
      3.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
      (Added to NRS by 1997, 694; A 2001, 3175)

NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and
advancement of expenses.

1.  Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:
      (a) By the stockholders;
      (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;
      (c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or
      (d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
      2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that 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. The provisions of
this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
      3.  The indemnification pursuant to NRS 78.7502 and
advancement of expenses authorized in or ordered by a court
pursuant to this section:
      (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement
of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
      (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
      (Added to NRS by 1969, 118; A 1987, 83; 1993, 976; 1997,
706; 2001, 1377, 3199)

NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who 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 for any
liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee or agent,
or arising out of his status as such, whether or not the
corporation has the authority to indemnify him against such
liability and expenses.
      2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:
      (a) The creation of a trust fund.
      (b) The establishment of a program of self-insurance.
      (c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
      (d) The establishment of a letter of credit, guaranty or
surety.
No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
      3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by
the corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.
      4.  In the absence of fraud:
      (a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and
      (b) The insurance or other financial arrangement:
             (1) Is not void or voidable; and
             (2) Does not subject any director approving it
to personal liability for his action,
even if a director approving the insurance or other financial

arrangement is a beneficiary of the insurance or other financial
arrangement.
      5.  A corporation or its subsidiary which provides
self-insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS.
      (Added to NRS by 1987, 80)


 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
	Not applicable.

ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)	(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933  may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

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 authorize, in the City of Stanton,
State of California, on October 2, 2003.

Xtreme Companies, Inc.


By: /s/  Kevin Ryan
Kevin Ryan, CEO/Director

Special Power of Attorney
The undersigned constitute and appoint Kevin Ryan their true and
lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments,
to this Form  S-8 Registration Statement, and to file the same with
all exhibits thereto, and all documents in connection therewith, with
the U.S. Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated:


         Signature
                    Title
Date




/s/ Kevin Ryan
Kevin Ryan


Chief Executive Officer/Director

October 13, 2003

/s/ Walter Wright
Walter Wright


Director

October 13, 2003

/s/ Madhava Rao Mankal
Madhava Rao Mankal


Director

October 13, 2003



EXHIBIT INDEX
Number	           Description

4	Non-Employee Directors and Consultants Retainer Stock
Plan, dated September 30, 2003.

5	Opinion Re: Legality.

23.1	Consent of Accountants.

23.2	Consent of Counsel.

24	Special Power of Attorney (see signature page).

1


1
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U.S. 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 of Incorporation)	(I.R.S. Employer ID No.)

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

Non-Employee Directors and Consultants Retainer Stock Plan
(Full title of the Plan)

Kevin Ryan, CEO/Director
Xtreme Companies, Inc.
11782 Western Ave., Unit18
Stanton, California 90680
(714) 895-0944                       .
(Name, address, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
Proposed Aggregate Offering Price
Amount of Registration Fee
Common Stock
8,000,000
$0.001 (1)
$8,000
$0.73

(1)  This offering price per share is calculated under Rule
457(h)(1) pursuant to the deemed issuance price as set forth
in this plan (see Exhibit 4 to this Form S-8).

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

ITEM 1.   PLAN INFORMATION.
See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The documents containing the information specified in Part I,
Items 1 and 2 will be delivered to each of the participants in
ccordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents
incorporated by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered pursuant
to Rule 428(b).  The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title
or department) and telephone number to which the request is to
be directed.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

(a)	The Registrant's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 2002, filed on April 16, 2003.

(b)  	All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the financial statements contained in the Form
10-KSB referred to in (a) above, which consists of a Form 10-QSB's
filed on May 15, 2003 and August 18, 2003.

(c)	A description of the securities of the Registrant is
contained in a Form 10SB-12G filed on May 22, 2000 and amended
on November 07, 2000.  All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14,  and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be part thereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
	Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)	Articles of Incorporation and Bylaws.

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 repayu 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.

(b)	Nevada Statutes.

NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.
      1.  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:
      (a) Is not liable pursuant to NRS 78.138; 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.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that
the person is liable pursuant to NRS 78.138 or did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
      2.  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 or suit by or in the right of the
corporation to procure a judgment in its favor 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 amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or
suit
if he:
      (a) Is not liable pursuant to NRS 78.138; 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.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
      3.  To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
      (Added to NRS by 1997, 694; A 2001, 3175)

NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and
advancement of expenses.

1.  Any discretionary indemnification pursuant to NRS 78.7502,
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:
      (a) By the stockholders;
      (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;
      (c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or
      (d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
      2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that 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. The provisions of
this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
      3.  The indemnification pursuant to NRS 78.7502 and
advancement of expenses authorized in or ordered by a court
pursuant to this section:
      (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement
of expenses made pursuant to subsection 2, may not be made to or
on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
      (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
      (Added to NRS by 1969, 118; A 1987, 83; 1993, 976; 1997,
706; 2001, 1377, 3199)

NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who 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 for any
liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee or agent,
or arising out of his status as such, whether or not the
corporation has the authority to indemnify him against such
liability and expenses.
      2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:
      (a) The creation of a trust fund.
      (b) The establishment of a program of self-insurance.
      (c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
      (d) The establishment of a letter of credit, guaranty or
surety.
No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
      3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by
the corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.
      4.  In the absence of fraud:
      (a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and
      (b) The insurance or other financial arrangement:
             (1) Is not void or voidable; and
             (2) Does not subject any director approving it
to personal liability for his action,
even if a director approving the insurance or other financial

arrangement is a beneficiary of the insurance or other financial
arrangement.
      5.  A corporation or its subsidiary which provides
self-insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS.
      (Added to NRS by 1987, 80)

 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
	Not applicable.

ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)	(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933  may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

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 authorize, in the City of Stanton,
State of California, on October 2, 2003.

Xtreme Companies, Inc.

By: /s/  Kevin Ryan
Kevin Ryan, CEO/Director

Special Power of Attorney
The undersigned constitute and appoint Kevin Ryan their true and
lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments,
to this Form  S-8 Registration Statement, and to file the same with
all exhibits thereto, and all documents in connection therewith, with
the U.S. Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated:

         Signature
                    Title
Date

/s/ Kevin Ryan
Kevin Ryan

Chief Executive Officer/Director

October 13, 2003

/s/ Walter Wright
Walter Wright

Director

October 13, 2003

/s/ Madhava Rao Mankal
Madhava Rao Mankal

Director

October 13, 2003

EXHIBIT INDEX
Number	           Description

4	Non-Employee Directors and Consultants Retainer Stock
Plan, dated September 30, 2003.

5	Opinion Re: Legality.

23.1	Consent of Accountants.

23.2	Consent of Counsel.

24	Special Power of Attorney (see signature page).

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