Xtreme Companies (fka XTME)

[Screamer]

Name change to "Challenger Powerboats."


XTREME COMPANIES INC: DEF 14C, Sub-Doc 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INFORMATION STATEMENT

SCHEDULE 14C
(RULE 14C-101)

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement


XTREME COMPANIES, INC.
(Name of Registrant As Specified in Charter)


Payment of Filing Fee (Check the appropriate box):

[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies: N/A

(2) Aggregate number of securities to which transaction applies: N/A

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which filing fee is
calculated and state how it was determined): N/A

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid: None.

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: N/A

(2) Form, Schedule or Registration Statement No.: N/A

(3) Filing Party: N/A

(4) Date Filed: N/A





XTREME COMPANIES, INC.
300 WESTLINK DR.
WASHINGTON, MO 36090
[phone]


To Our Stockholders:

The purpose of this letter is to inform you that we intend to amend our Articles
of Incorporation, as amended, by written consent of our stockholders to change
our name to "Challenger Powerboats, Inc."

WE ARE NOT ASKING FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Because the written consent of a majority of stockholders satisfies any
applicable stockholder voting requirement of the Nevada Revised Statutes, our
Articles of Incorporation, as amended, and our By-Laws, we are not asking for a
proxy and you are not requested to send one.

The accompanying Information Statement is for information purposes only and
explains the terms of the amendment to our Articles of Incorporation, as
amended. Please read the accompanying Information Statement carefully.

By Order of the Board of Directors,



By: /s/ Laurie Phillips
----------------------------
Laurie Phillips
Chief Executive Officer

September 27, 2006


Xtreme Companies, Inc.
300 Westlink Drive
Washington, MO 63090
[phone]



INFORMATION STATEMENT
---------------------

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement will be mailed on or about September 27, 2006 to the
stockholders of record of Xtreme Companies, Inc., at the close of business on
August 25, 2006 (the "Record Date"). This Information Statement is being sent
to you for information purposes only. No action is requested on your part.




This Information Statement is being furnished to our stockholders to inform you

of the adoption of a resolution by written consent by the holders of a majority
of the outstanding shares of our common stock, par value $0.001.

The resolution gives us the authority to amend our Articles of Incorporation, as
amended, to change our name to "Challenger Powerboats, Inc."

VOTING INFORMATION

As of the Record Date of August 25, 2006, we had authorized 100,000,000 shares
of common stock, of which 47,357,521 shares were issued and outstanding at
August 25, 2006. Each share of common stock has one vote.

A majority of votes representing 51.2% of votes cast by holders of our common
stock have executed a written consent in favor of the action to change our name
to "Challenger Powerboats, Inc."

This consent satisfies the stockholder approval requirement for the proposed
actions. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to stockholders. We
anticipate that the action contemplated herein will be affected on or about the
close of business on October 17, 2006.

REASON FOR THE NAME CHANGE

We acquired Marine Holdings, Inc. d/b/a Challenger Offshore in February 2006.
Since that time we have focused our efforts on Challenger's primary markets as
we believe those markets offer the best opportunity for growth as a company. We
believe the Challenger brand is already well established in this area. This
name recognition will provide an advantage as our Company grows and we continue
to promote our products.

IMPLEMENTATION OF PROPOSAL

Our Board of Directors has adopted a resolution authorizing us to amend our
Articles of Incorporation, as amended, to change our name to "Challenger
Powerboats, Inc."

The currently outstanding stock certificates evidencing shares of our common
stock bearing the name "Xtreme Companies, Inc." will continue to be valid and
represent shares of our common stock following the name change. In the future,
new certificates will be issued bearing our new name, but this will not affect
the validity of your current stock certificates.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding classes of stock as of September 14, 2006, by each
person known by us to own beneficially more than 5% of each class, by each of
our Directors and Executive Officers and by all Directors and Executive Officers
as a group. Unless otherwise indicated below, to our knowledge, all persons
listed below have sole voting and investment power with respect to their shares
of common stock except to the extent that authority is shared by spouses under
applicable law.




The number of shares of common stock issued and outstanding on September 14,
2006 was 50,707,521 shares. The calculation of percentage ownership for each
listed beneficial owner is based upon the number of shares of common stock
issued and outstanding on September 14, 2006, plus shares of common stock
subject to options, warrants and conversion rights held by such person on
September 14, 2006 and exercisable or convertible within 60 days thereafter.



NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF TOTAL PERCENTAGE
BENEFICIAL OWNER


Michael Novielli (a) 1110 Rt. 55,
Suite 206, LaGrangeville, NY 12540 238,806,184 91.8%

Barrett Evans (b) 301 East Ocean
Blvd., Suite 640, Long Beach, CA 90802 6,975,540 13.1%

Douglas Leighton (c) 50 Commonwealth Ave,
Suite 2, Boston, MA 02116 238,806,184 91.8%

Ted Smith (d) 50 Commonwealth Ave,
Suite 2, Boston, MA 02116 130,000 *

eFund Small-Cap. Fund LP(e) 301 East
Ocean Blvd, Suite 640, Long Beach, CA 90802 6,652,460 12.5%

Dutchess Private Equities Fund, LP (f)
50 Commonwealth Ave, Suite 2, Boston, MA 02116 96,801,323 72.7%

Dutchess Private Equities Fund, II, LP (g)
50 Commonwealth Ave, Suite 2, Boston, MA 02116 139,730,510 80.7%

All directors and current executive
officers as a group 238,936,184 91.8%

* Less than 1%

(a) Mr. Novielli is a member of our board of directors. The total number of
shares is comprised of 45,250 shares owned by Mr. Novielli, 9,834,711 shares
owned by Dutchess Private Equities Fund, L.P., 12,592,360 shares owned by
Dutchess Private Equities Fund II, L.P., 2,229,101 shares owned by Dutchess
Advisors, 86,966,612 shares issuable within 60 days to Dutchess Private Equities
Fund, L.P. pursuant to convertible debentures and 127,138,150 shares issuable
within 60 days to Dutchess Private Equities Fund II, L.P. pursuant to
convertible debentures. Mr. Novielli is a managing member of Dutchess Capital
Management, LLC, which acts as general partner to Dutchess Private Equities
Fund, LP, Dutchess Private Equities Fund II, LP, and Dutchess Advisors, LLC.

(b) The total number of shares is comprised of 2,267 shares owned by Mr. Evans,
320,813 shares owned by eFund Capital Partners, LLC and 4,172,460 shares owned
by eFund Small Cap Fund, LP., 240,000 shares issuable within 60 days to eFund
Small Cap Fund, LP pursuant to the exercise of warrants and 2,240,000 shares
issuable within 60 days to eFund Small Cap Fund, LP pursuant to convertible
debentures. Mr. Evans is the managing member of eFund Capital Partners, LLC
and eFund Small-Cap Fund, LP.


(c) Mr. Leighton is a member of our board of directors. The total number of
shares is comprised of 45,250 shares owned by Mr. Leighton, 9,834,711 shares
owned by Dutchess Private Equities Fund, L.P., 12,592,360 shares



owned by Dutchess Private Equities Fund II, L.P., 2,229,101 shares owned by
Dutchess Advisors, 86,966,612 shares issuable within 60 days to Dutchess Private
Equities Fund, L.P. pursuant to convertible debentures and 127,138,150 shares
issuable within 60 days to Dutchess Private Equities Fund II, L.P. pursuant to
convertible debentures. Mr. Leighton is a managing member of Dutchess Capital
Management, LLC, which acts as general partner to Dutchess Private Equities
Fund, LP, Dutchess Private Equities Fund II, LP, and Dutchess Advisors, LLC.

(d) Mr. Smith is a member of our board of directors. Mr. Smith has sole
voting and dispositive power of 130,000 shares.

(e) eFund Small Cap Fund, LP owns 4,172,460 shares of common stock, 240,000
shares of common stock issuable within 60 days pursuant to the exercise of
warrants, and 2,240,000 shares of common stock issuable within 60 days pursuant
to convertible debentures. eFund Small-Cap Fund, L.P. is controlled by Barrett
Evans. Mr. Evans is the Managing Partner of eFund Small-Cap Fund, L.P.

(f) Dutchess Private Equities Fund, LP, owns 9,834,711 shares and 86,966,612
shares issuable to Dutchess Private Equities Fund, L.P. within 60 days pursuant
to convertible debentures. Mr. Leighton and Mr. Novielli are managing members
of Dutchess Capital Management, LLC, which acts as general partner to Dutchess
Private Equities Fund, LP, and have sole voting and dispositive power over the
shares owned by Dutchess Private Equities Fund, LP.

(g) Dutchess Private Equities Fund II, L.P. owns 12,592,360 shares and
127,138,150 shares issuable to Dutchess Private Equities Fund II, L.P. within 60
days pursuant to convertible debentures. Mr. Leighton and Mr.Novielli are
managing members of Dutchess Capital Management, LLC, which acts as general
partner to Dutchess Private Equities Fund, II, LP, and have sole voting and
dispositive power over the shares owned by Dutchess Private Equities Fund, II,
LP.


COSTS AND MAILING

We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We have asked or will
ask brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the common stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.





EXHIBIT A

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION,

AS AMENDED

OF

XTREME COMPANIES, INC.
------------

Xtreme Companies, Inc., a corporation organized and existing under Nevada's
Revised Statutes (the "Corporation"), DOES HEREBY CERTIFY:

ONE: The following amendments of the Articles of Incorporation, as amended, were
approved by the shareholders of the corporation on August 28, 2006 in the manner
required by the Articles of Incorporation, as amended:

(1) RESOLVED, that Article First of the Articles of Incorporation, as amended,
of Xtreme Companies, Inc. is hereby amended to read as follows:

"FIRST: The name of the corporation is Challenger Powerboats, Inc."

TWO: The amendments to the Articles of Incorporation, as amended, herein
certified have been duly adopted in accordance with the provisions of Section
78.390 of the Nevada Revised Statutes.


IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Articles of
Incorporation, as amended, to be signed by its duly authorized officer this
October __, 2006.


Xtreme Companies, Inc.

By:



----------------------------
Laurie Phillips
Chief Executive Officer