X0202 4 2005-11-17 0 0001114908 XTREME COMPANIES INC XTME 0001304009 Dutchess Private Equities Fund, LP 312 STUART ST BOSTON MA 02116 0 0 0 1 See Footnote (1) Common Stock 2005-11-17 4 S 0 78537 0.1775 D 13144144 D Jan 2004 101 0.15 2005-11-17 4 C 0 91902.2 0.15 D 2005-11-17 2008-01-20 Common Stock 91902.2 1632797.8 D Two of our directors, Michael Novielli and Douglas Leighton, are the Managing Members of Dutchess Capital Management which is the General Partner of Dutchess Private Equities Fund, LP and Dutchess Private Equities Fund, II LP. Dutchess Private Equities Fund, II owns 1,546,800 shares. Dutchess can convert debentures it currently holds into 2,868,763 shares. Dutchess also has warrants to purchase up to 396,001 shares. Dutchess Private Equities Fund, II, LP can convert debentures into 5,532,113 shares. Dutchess II has warrants to purchase up to 558,000 shares. Dutchess Advisors owns 2,229,101 shares of common stock. /s/Douglas H Leighton 2005-11-18