SecProbe.io

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September 20, 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.
Amendment No. 2 to Registration Statement on Form SB-2
	Filed September 16, 2005
	File No. 333-127825
	Form 8-K Item 4.01
	Filed September 15, 2005
	File No. 0-30914

Dear Mr. Ryan:

      We have limited our review of your filing to those issues we
have addressed in our comments.  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.

Amendment No. 2 to Registration Statement on Form SB-2
Dilution, page 9

1. It appears that you have a typo in the last sentence of the
first
paragraph of this section on page 9.  We note your statement that
the
example you provide showing dilution to new investors is at an
offering price of $.20 per share, but that you use the current
market
price of $.15 per share in performing the actual calculation.
Please
revise the first statement to reflect the current market price,
which
is used throughout your document.

Exhibits
Exhibit 5.1, Legality Opinion

2. The legality opinion must opine on the corporate laws of the
state
of incorporation.  Please confirm to us supplementally that by
General Corporation Law of the State of Nevada, counsel means all
statutes, including the rules and regulations underlying those
provisions, and the applicable judicial and regulatory
determinations, and provisions of the Nevada Constitution that
affect
the interpretation of the General Corporation Law.

3. We note that counsel consents to filing the opinion as an
exhibit
to the registration statement.  Please have counsel revise to also
consent to being named in the prospectus.

Form 8-K Item 4.01

4. Please advise us about the following:
* We were unable to confirm that your independent accountant,
Jaspers
+ Hall, PC. is currently licensed in Missouri.
* Tell us why you selected a Colorado accounting firm to perform
your
audit.
* Tell us if the audit was performed in Colorado or Missouri.
* Tell us how you have met those requirements to provide financial
statements audited by an auditor who meets the requirements of
Rule
2-01(a) of Regulation S-X.
* Tell us what consideration you have given to Missouri state laws
governing audits of Missouri companies performed by accountants
who
are licensed by other states.

      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

      Direct any questions regarding the Form 8-K to Patricia
Armelin, Staff Accountant, at (202) 551-3747.  Please contact Matt
Franker, Staff Attorney, at (202) 551-3749 or Lesli Sheppard,
Senior
Staff Attorney, at (202) 551-3708 with any other 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
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Kevin Ryan
Xtreme Companies, Inc.
September 20, 2005
Page 1

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

           DIVISION OF
CORPORATION FINANCE

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