SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended March 31, 2009





OR





o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF
      1934





For the
transition period from ______________ to ______________





Commission
File Number 000-52502





XTREME
GREEN PRODUCTS INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            26-2373311(State
      or other jurisdiction of Incorporation or organization)
            
            (I.R.S.
      Employer Identification Number)5475
      Wynn Road, Suite 100, Las Vegas, Nevada
            
            89118(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant's
      telephone number, including area code:
            
            (702)
      233-4804





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes o No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o No x





The
number of shares outstanding of issuer's common stock, $0.001 par value as of
March 2, 2010: 42,643,225.





INDEX





PagePART
      I - Financial Information
                        
                        
                        1Item
      1: Financial Statements
                        
                        
                        1Consolidated
      Balance Sheets
                          March
      31, 2009 (Unaudited) and December 31, 2008
                        
                        
                        1Consolidated
      Statements of Operations
                          For
      the Three Months Ended March 31, 2009 and 2008 (Unaudited) and the period
      from Inception to March 31, 2009 (Unaudited)
                        
                        
                        2Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      2008 (Unaudited) and the period from Inception to March 31, 2009
      (Unaudited)
                        
                        
                        3Notes
      to Consolidated Financial Statements (Unaudited)
                        
                        
                        4Item
      2: Management's Discussion and Analysis or Plan of
    Operation
                        
                        
                        6Item 4T:   Controls and
      Procedures
                        
                        
                        8PART
      II - Other Information
                        
                        
                        9Item
      1: Legal Proceedings
                        
                        
                        9Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                        
                        
                        9Item
      3: Defaults Upon Senior Securities
                        
                        
                        9Item
      4: Submission of Matters to a Vote of Security Holders
                        
                        
                        9Item
      5: Other Information
                        
                        
                        9Item
      6: Exhibits
                        
                        
                        9Signatures
                        
                        
                        10


i


PART
I. FINANCIAL INFORMATION




XTREME
GREEN PRODUCTS INC.


(A
Development Stage Company)


Consolidated
Balance Sheets





March 31,
                    
                    
                    December 31,2009
                    
                    
                    2008(Unaudited)ASSETSCurrent
      assets:Cash
                    
                    $
                    2,667
                    
                    
                    $
                    20,341Inventory
                    
                    
                    12,042
                    
                    
                    
                    8,766Prepaid
      expenses
                    
                    
                    10,498
                    
                    
                    
                    -25,207
                    
                    
                    
                    29,107Property
      and equipment
                    
                    
                    51,504
                    
                    
                    
                    -TOTAL
      ASSETS
                    
                    $
                    76,711
                    
                    
                    $
                    29,107LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable
                    
                    $
                    3,654
                    
                    
                    $
                    13,334Accrued
      expenses
                    
                    
                    80,000
                    
                    
                    
                    20,000Due
      to stockholders
                    
                    
                    121,043
                    
                    
                    
                    107,993Total
      current liabilities
                    
                    
                    204,697
                    
                    
                    
                    141,327Stockholders'
      deficit:Common
      stock, $0.0001 par value, 100,000,000 shares authorized;39,211,800
      and 38,943,800 shares issued and outstanding, respectively
                    
                    
                    3,921
                    
                    
                    
                    3,895Additional
      paid-in capital
                    
                    
                    1,368,726
                    
                    
                    
                    1,234,753Deficit
      accumulated during the development stage
                    
                    
                    (1,500,633
                    )
                    
                    
                    (1,350,868
                    )Total
      stockholders' deficit
                    
                    
                    (127,986
                    )
                    
                    
                    (112,220
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    76,711
                    
                    
                    $
                    29,107





See the
accompanying notes to the financial statements.


- 1
-


XTREME
GREEN PRODUCTS INC.


(A
Development Stage Company)


Consolidated
Statements of Operations - Unaudited





For thePeriod FromMay 21, 2007(Inception)ThroughThree
      Months Ended March 31,
                  
                  
                  March
      31,2009
                  
                  
                  2008
                  
                  
                  2009Sales
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      profit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Costs
      and expenses:General
      and administrative
                  
                  
                  149,765
                  
                  
                  
                  16,348
                  
                  
                  
                  518,985General
      and administrative - stock based compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  356,648Purchased
      research and development
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  625,000Total
      costs and expenses
                  
                  
                  149,765
                  
                  
                  
                  16,348
                  
                  
                  
                  1,500,633Net
      loss
                  
                  $
                  (149,765
                  )
                  
                  $
                  (16,348
                  )
                  
                  $
                  (1,500,633
                  )Per
      share information - basic and diluted:Loss
      per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      average common shares outstanding
                  
                  
                  39,137,022
                  
                  
                  
                  38,292,244





See the
accompanying notes to the financial statements.


- 2
-


XTREME
GREEN PRODUCTS INC.


(A
Development Stage Company)


Consolidated
StatementS of Cash Flows - Unaudited





For thePeriod FromMay 21, 2007(Inception)ThroughThree
      Months Ended March 31,
                        
                        
                        March
      31,2009
                        
                        
                        2008
                        
                        
                        2009Cash
      flows from operating activities:Net
      loss
                        
                        $
                        (149,765
                        )
                        
                        $
                        (16,348
                        )
                        
                        $
                        (1,500,633
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock-based
      compensation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        356,648Purchased
      research and development
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        625,000Changes
      in operating assets and liabilities:(Increase)
      in prepaid expenses
                        
                        
                        (10,498
                        )
                        
                        
                        -
                        
                        
                        
                        (10,498
                        )(Increase)
      in inventory
                        
                        
                        (3,276
                        )
                        
                        
                        -
                        
                        
                        
                        (12,042
                        )Increase
      (decrease) in accounts payable
                        
                        
                        (9,681
                        )
                        
                        
                        (599
                        )
                        
                        
                        3,653Increase
      in accrued expenses
                        
                        
                        60,000
                        
                        
                        
                        -
                        
                        
                        
                        80,000Net
      cash used in operating activities
                        
                        
                        (113,220
                        )
                        
                        
                        (16,947
                        )
                        
                        
                        (457,872
                        )Cash
      flows from investing activities:Purchase
      of property and equipment
                        
                        
                        (51,504
                        )
                        
                        
                        -
                        
                        
                        
                        (51,504
                        )Cash
      used in acquisition of Belarus Capital Corp.
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (125,000
                        )Net
      cash used in investing activities
                        
                        
                        (51,504
                        )
                        
                        
                        -
                        
                        
                        
                        (176,504
                        )Cash
      flows from financing activities:Common
      stock issued for cash
                        
                        
                        134,000
                        
                        
                        
                        50,000
                        
                        
                        
                        516,000Loans
      from stockholders, net of repayments
                        
                        
                        13,050
                        
                        
                        
                        -
                        
                        
                        
                        121,043Net
      cash provided by financing activities
                        
                        
                        147,050
                        
                        
                        
                        50,000
                        
                        
                        
                        637,043Net
      increase in cash
                        
                        
                        (17,674
                        )
                        
                        
                        33,053
                        
                        
                        
                        2,667Cash
      - beginning of period
                        
                        
                        20,341
                        
                        
                        
                        5,909
                        
                        
                        
                        -Cash
      - end of period
                        
                        $
                        2,667
                        
                        
                        $
                        38,962
                        
                        
                        $
                        2,667Supplemental
      Cash Flow Information:Value of
      common stock issued as considerationin acquisition of Belarus
      Capital Corp.
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        500,000Cash
      paid for interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for income taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -





See the
accompanying notes to the financial statements.


- 3
-


XTREME
GREEN PRODUCTS  INC.


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009


(UNAUDITED)





(1)           Basis
Of Presentation





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) for interim
financial information and Rule 8.03 of Regulation SX. They do not include all of
the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included.





The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.  For further information,
refer to the financial statements of the Company as of  and for the
year ended December 31, 2008, including notes thereto.





(2)           Earnings
Per Share





Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During periods when anti-dilutive commons stock equivalents are not
considered in the computation.





(3)           Basis
of Reporting





The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.





The
Company has experienced a significant loss from operations as a result of its
investment necessary to achieve its operating plan, which is long-range in
nature. From inception to March 31, 2009, the Company has incurred a net loss of
$1,500,633 and has a working capital deficit of $179,490 at March 31, 2009.
In addition, the Company has no revenue generating operations.





The
Company’s ability to continue as a going concern is contingent upon its ability
to attain profitable operations and secure financing. In addition, the Company’s
ability to continue as a going concern must be considered in light of the
problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.





The
Company is pursuing financing for its operations and seeking additional private
investments. In addition, the Company is seeking to establish its revenue base.
Failure to secure such financing or to raise additional equity capital and to
establish its revenue base may result in the Company depleting its available
funds and not being able pay its obligations.





The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.





(4)           Inventory





Inventory
consists principally of parts, supplies and finished goods which are valued at
the lower of cost or market on a first in – first out basis.





(5)           Property
and Equipment





During
the period ended March 31, 2009, the Company purchased property and equipment
aggregating $51,504 consisting principally of production equipment which it will
begin depreciating when it is placed in service during July 2009.





(6)       Stockholders’
(Deficit)





During
the three months ended March 31, 2009, the Company issued 268,000 shares of
common stock pursuant to a private placement at a price of $0.50 per shares and
received cash proceeds of $134,000.


- 4
-


(7)       Subsequent
Events





Subsequent
to March 31, 2009, the Company issued 901,000 shares of common stock pursuant to
a private placement at a price of $0.50 per shares and received cash proceeds of
$450,500.





Subsequent
to March 31, 2009, the Company issued an aggregate of 30,426 shares of common
stock for services rendered and recorded stock based compensation of $15,213.
The value ascribed to these shares of $0.50 per share was based on the price at
which the Company had sold shares pursuant to a private placement.





On
January 28, 2010, the Company entered into and consummated the transaction
contemplated under a Subscription Agreement with one investor. Under the terms
of the Agreement, the Company agreed to issue 2,500,000 shares of its common
stock at $0.40 per share and warrants to purchase an additional 7,500,000 shares
in three tranches, as follows: a three year warrant to purchase 2,500,000 shares
of common stock at $0.40 per share; a four year warrant to purchase 2,500,000
shares at $0.65 per share; and a five year warrant to purchase 2,500,000 shares
of common stock at $0.75 per share.





One half
of the securities were issued on January 28, 2010 for a purchase price of
$500,000. The remainder were issued at the second closing that
occurred on March 1, 2010.





In
connection with the purchase this individual was elected to the board of
directors and was granted 5 year options to purchase 150,000 shares at $.50 per
share.


- 5
-





Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Forward-Looking
Statements





The
information herein contains forward-looking statements. All statements other
than statements of historical fact made herein are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking statements.
These forward-looking statements can be identified by the use of words such as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
words. No assurances can be given that the future results anticipated by the
forward-looking statements will be achieved. Forward-looking statements reflect
management’s current expectations and are inherently uncertain. Our actual
results may differ significantly from management’s expectations.





The
following discussion and analysis should be read in conjunction with our
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.





Overview





Xtreme
Green Products Inc. (“Xtreme”, “we”, “our”, “us”) was incorporated under the
laws of the State of Nevada on May 21, 2007. We are a development stage company
and as such, we have not generated any revenue since our inception. We have
developed a line of electric powered products such as personal mobility
vehicles, motor scooters, light trucks (UTV) and ATVs. We also intend to develop
additional products such as, people movers and golf cars. Our product line will
be based on our proprietary “green” energy management system and electric
propulsion system. These products will have the power and ability of gas powered
engines, but without the particulate pollution or noise pollution.





Pursuant
to the terms of a Share Purchase Agreement dated August 16, 2007, we purchased
5,000,000 shares of common stock of Belarus Capital Corp. (“Belarus” or the
“Company”) in a private purchase transaction in exchange for $125,000 in cash
and 1,000,000 shares of our common stock. At the time of the closing of this
transaction, the 5,000,000 shares represented 100% of the issued and outstanding
shares of common stock of Belarus. We funded the cash portion of the purchase
cost through a combination of a $40,000 loan from one of our founding
stockholders and from the proceeds of a private placement of 184,000 shares of
our common stock at $0.50 per share. The value ascribed to the 1,000,000 shares
of Xtreme stock issued in this transaction was $500,000 ($0.50 per share) which
resulted in a total purchase cost of $625,000 related to the purchase of the
Belarus shares. As a result of this transaction, Belarus became a wholly-owned
subsidiary of Xtreme.





Recent
Developments





On
November 12, 2008, the shareholders of Xtreme entered into a Share Exchange
Agreement (the “Exchange Agreement”) with Belarus pursuant to which Belarus
purchased from the Xtreme shareholders 37,837,800 shares of Xtreme common stock
which represented approximately 97.43% of the then issued and outstanding shares
of Xtreme in exchange for the issuance of 37,837,800 shares of common stock of
Belarus. In connection with the Exchange Agreement, Xtreme surrendered to
Belarus for cancellation, all 5,000,000 shares of common stock of Belarus that
it owned and as a result, Xtreme became a subsidiary of Belarus and Belarus
succeeded to the business of Xtreme as its sole business. Subsequently, Belarus
changed its name to Xtreme Green Products Inc.





Three
months ended March 31, 2009 compared to the three months ended March 31,
2008





Revenue





We did
not generate any revenue in the three month periods ended March 31, 2009 or
2008.





Costs and
expenses





General
and administrative expenses were $149,765 for the three months ended March 31,
2009 compared to $16,348 for the three months ended March 31,
2008.  Our general and administrative expenses consist primarily of
(i) salaries and wages; (ii) product design and other related product
development costs and; (iii) professional fees such as legal and accounting fees
related to our organizational activities and our merger with Belarus in November
2008.





During
the year ended December 31, 2007, we incurred a charge of $625,000 related to
our purchase of Belarus in August 2007. This non-cash expense was based on
management’s evaluation of the carrying value of our investment in Belarus at
December 31, 2007.





Net loss





Our net
loss for the three months ended March 31, 2009 was $149,765 or $0.00 per share
compared to a net loss of $16,348 or $0.00 per share.


- 6
-


Liquidity
and Capital Resources





Since our
inception (May 21, 2007) and through March 31, 2009, we have incurred a
cumulative net loss of $1,500,633. The notes to our unaudited financial
statements include language that raises doubt about our ability to continue as a
going concern.  At March 31, 2009, we had cash of $2,667, a net
working capital deficit of $179,490 and we owed our stockholders an aggregate of
$121,043. Of this total, $80,000 was due in full on December 31, 2009. The
remaining stockholder loan is due on demand.





During
the three months ended March 31, 2009, we sold 268,000 shares of restricted
common stock and received proceeds $134,000.  These proceeds were used
for general working capital purposes. Subsequent
to March 31, 2009, the Company issued 901,000 shares of common stock pursuant to
a private placement at a price of $0.50 per shares and received cash proceeds of
$450,500.




On
January 28, 2010, the Company entered into and consummated the transaction
contemplated under a Subscription Agreement with one investor. Under the terms
of the Agreement, the Company agreed to issue 2,500,000 shares of its common
stock at $0.40 per share and warrants to purchase an additional 7,500,000 shares
in three tranches, as follows: a three year warrant to purchase 2,500,000 shares
of common stock at $0.40 per share; a four year warrant to purchase 2,500,000
shares at $0.65 per share; and a five year warrant to purchase 2,500,000 shares
of common stock at $0.75 per share. One half
of the securities were issued on January 28, 2010 for a purchase price of
$500,000. The remainder was issued at a second closing that occurred on March 1,
2010.





To date
we have generated no revenues. The resulting lack of available cash from our
operations may have an adverse impact on our liquidity, activities and
operations. Until we successfully develop, manufacture, market and sell our
products, we will not generate significant revenues and we may not be
successful. There can be no assurances that we will achieve revenues during the
next twelve months or at all. If we cannot generate sufficient revenues to
continue operations, we may be forced to suspend or cease
operations.





Management
is seeking additional working capital through additional debt or equity private
placements, additional notes payable to institutions or related parties, or from
other available funding sources at market rates of interest, or a combination of
these. The ability to raise necessary financing will depend on many factors,
including the economic and market conditions prevailing at the time financing is
sought. No assurances can be given that any necessary financing can be obtained
on terms favorable to us, if at all.





Since our
inception, we have financed the costs associated with our operational and
investing activities through (i) the sale of shares of our common stock pursuant
to private placements, and (ii) loans from certain of our stockholders. To the
extent that it becomes necessary to raise additional cash in the future, we may
seek to raise it though the sale of debt or equity securities or from additional
loans from our stockholders. There can be no assurances that we will be able to
continue to sell shares of our common stock or borrow additional funds from any
of our stockholders or third parties in order to fund the costs associated with
our future operating and investing activities.





If we are
successful at raising additional equity capital, it may be on terms which would
result in substantial dilution to existing shareholders. If our costs and
expenses prove to be greater than we currently anticipate, or if we change our
current business plan in a manner that will increase our costs, we may be forced
to suspend or cease operations.





Critical
Accounting Policies and Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. As the number of variables and assumptions affecting the
probable future resolution of the uncertainties increase, these judgments become
even more subjective and complex. Actual results may differ from these
estimates.





We have
identified the following critical accounting policies, described below, that are
the most important to the portrayal of our current financial condition and
results of operations.





Stock-Based
Compensation





In
December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement were effective for
the Company beginning with its fiscal year ending December 31,
2007.





Basis
of Reporting





The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.


- 7
-


The
Company has experienced a loss from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature. For the
period from inception to March 31, 2009, the Company  has incurred a
cumulative net loss of $1,500,633 and has working capital and stockholder
deficits of $179,490 and $127,986, respectively at March 31, 2009. In addition,
the Company has no revenue generating operations as of March 31,
2009.





The
Company’s ability to continue as a going concern is contingent upon its ability
to secure additional financing, increase ownership equity and develop profitable
operations. In addition, the Company’s ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered by entrance into established markets and the competitive
environment in which the Company operates.





The
Company is pursuing financing for its operations and seeking additional private
investments. In addition, the Company is seeking to establish its revenue base.
Failure to secure such financing or to raise additional equity capital and to
establish its revenue base may result in the Company depleting its available
funds and not being able pay its obligations.





The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.





Off-Balance
Sheet Arrangements





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.





Item
4T. Controls and Procedures





(a)
Evaluation of Disclosure Controls and Procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and communicated
to our management, including our principal executive and financial officers, as
appropriate to allow timely decisions regarding required
disclosure.





The
Company’s management, under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial (and principal accounting)
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31,
2009.  Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company’s disclosure controls and
procedures were ineffective as of the end of the period covered by this
report.





The
Company continues to  improve procedures with regard to its disclosure
controls and procedures.





(b)
Changes in Internal Controls.





There was
no change in our internal controls over financial reporting that has materially
affected, or is reasonable likely to materially affect, our internal
control  over financial reporting during the quarter covered by this
Report.


- 8
-


PART II - OTHER
INFORMATION





Item
1. Legal Proceedings





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. Except as described below,
we are currently not aware of any such legal proceedings that we believe will
have, individually or in the aggregate, a material adverse affect on our
business, financial condition or operating results.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds




In
January 2009, we sold 78,000 shares of restricted common stock at a price of
$0.50 per share to three investors and received total cash consideration of
$39,000.


In
February 2009, we sold 160,000 shares our restricted common stock at a price of
$0.50 per share to six investors and received total cash consideration of
$80,000.
  In March
2009, we sold 30,000 shares of restricted common stock at a price of $0.50 per
share to two investors and received total cash consideration of
$15,000.
  The above
securities were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, under Section 4(2)
thereunder, as they were issued in reliance on the recipients’ representation
that they were accredited (as such term is defined in Regulation D), without
general solicitation and represented by certificates that were imprinted with a
restrictive legend. In addition, all recipients were provided with sufficient
access to Company information.
  Item
3. Defaults Upon Senior Securities





None.





Item
4. Submission of Matters to a Vote of Security Holders





None.





Item
5. Other Information





None.





Item
6. Exhibits





31
            Certifications of the Chief
      Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a)





32
            Certifications of Chief Executive
      Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002







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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





Xtreme
      Green Products Inc.
                  (Registrant)Date:
      March 2, 2010
                
                /s/ Sanford
      LeavittSanford
      LeavittChief
      Executive Officer
                  (Principal
      Executive Officer)Date:
      March 2, 2010
                
                /s/ Neil
      RothNeil
      RothChief
      Financial Officer
                  (Principal
      Financial and Accounting
Officer)


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