SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 15, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (636) 390-2556

Kevin Ryan
Chief Executive Officer and Chairman
Xtreme Companies, Inc.
300 Westlink Dr.
Washington, Missouri 36090

Re: 	Xtreme Companies, Inc.
	Registration Statement on Form SB-2
Filed August 24, 2005
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed August 25, 2005
	File No. 333-127825

Dear Mr. Ryan:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that it appears you have had a change in accountants
from
Michael Johnson & Co. LLC to Jaspers + Hall, PC.  It does not
appear,
however, that you have filed a Form 8-K to disclose information
related to this change.  Please file an Item 4.01 Form 8-K as soon
as
possible.  For guidance on this issue, please see Item II.P.1 of
our
Current Accounting and Disclosure Issues updated March 4, 2005 on
our
web site at:
http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P729_125588
.

2. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:
* whenever you exercise the right to put shares to Preston Capital
under the standby Investment Agreement; and
* to reflect changes in selling security holder information,
including sales of material amounts of securities.

Risk Factors, page 4
We may not be able to raise sufficient funds . . ., page 7

3. Please update the assumed offering price of your stock, here
and
throughout your document, to reflect the amount stated on the
cover
to the registration statement.

Selling Securityholders, page 10

4. We note your response to our comment 7 of our letter dated
August
11, 2005 but do not see where you made this change.  Footnote 3 to
the beneficial ownership table describes 1,700,000 shares
currently
held by Dutchess Private Equities Fund as well as debentures
convertible into 3,306,666 shares of common stock.  Taken
together,
it appears that if Dutchess Private Equities Fund converted all of
its debentures into common stock, it would hold 5,006,666 shares
of
common stock, rather than the 5,402,667 shares that the table
states
are being offered by this shareholder.  In that regard, we reissue
comment 7 of our letter dated August 11, 2005.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or Lesli Sheppard, Senior Staff Attorney, at (202) 551-3708 with
any
questions.  Alternatively, you may contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Amy M. Trombly, Esq. (via facsimile 309/406-1426)
      Trombly Business Law
      1163 Walnut Street, Suite 7
      Newton, Massachusetts 02461
??

??

??

??

Kevin Ryan
Xtreme Companies, Inc.
September 15, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>