UNITED
STATES


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 June 30, 2010





OR





 ̈
            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)2191
      Mendenhall Dr. Suite 101, North Las Vegas, NV
              
              89801(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 ̈ No x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ̈ No  ̈





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





Large
      accelerated filer ̈
              Accelerated
      filer  ̈Non-accelerated
      filer ̈
              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  ̈ Nox





The
number of shares outstanding of issuer's common stock, $0.001 par value as of
September 27, 2010:  43,601,870.







INDEX





PagePART
      I - Financial Information
                                
                                3Item
      1: Financial Statements
                                
                                3Condensed
      Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and
      December 31, 2009
                                
                                3Condensed
      Consolidated Statements of Operations For the Three and Six Months
      Ended June 30, 2010 and 2009 (Unaudited)
                                
                                4Condensed
      Consolidated Statements of Cash Flows for the Six Months Ended June 30,
      2010 and 2009 (Unaudited)
                                
                                5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                                
                                6Item
      2: Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                                
                                10Item 4T:  Controls and
      Procedures
                                
                                14PART
      II - Other Information
                                
                                15Item
      1: Legal Proceedings
                                
                                15Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                                
                                15Item
      5: Other Information
                                
                                15Item
      6: Exhibits
                                
                                15Signatures
                                
                                15




2





PART
I. FINANCIAL INFORMATION




XTREME
GREEN PRODUCTS INC.


Consolidated
Balance Sheets


June 30,
2010 and December 31, 2009





June 30,
                        
                        
                        December 31,2010
                        
                        
                        2009(Unaudited)ASSETSCurrent
      assets:Cash
                        
                        $
                        10,403
                        
                        
                        $
                        73,700Accounts
      receivable
                        
                        
                        11,550
                        
                        
                        
                        11,000Inventory
                        
                        
                        389,717
                        
                        
                        
                        214,787Prepaid
      expenses
                        
                        
                        96,811
                        
                        
                        
                        -Total
      current assets
                        
                        
                        508,481
                        
                        
                        
                        299,487Property
      and equipment
                        
                        
                        145,080
                        
                        
                        
                        88,498Other
      assets
                        
                        
                        36,186
                        
                        
                        
                        12,901TOTAL
      ASSETS
                        
                        $
                        689,747
                        
                        
                        $
                        400,886LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                        
                        $
                        105,008
                        
                        
                        $
                        119,483Accrued
      expenses - related parties
                        
                        
                        200,000
                        
                        
                        
                        240,000Accrued
      expenses
                        
                        
                        4,814
                        
                        
                        
                        3,395Line
      of credit
                        
                        
                        150,000
                        
                        
                        
                        150,000Note
      payable - related party
                        
                        
                        5,442
                        
                        
                        
                        252,935Customer
      deposits
                        
                        
                        22,260
                        
                        
                        
                        40,960Current
      portion of long term debt
                        
                        
                        11,144
                        
                        
                        
                        -Stockholder
      loans
                        
                        
                        133,879
                        
                        
                        
                        157,830Total
      current liabilities
                        
                        
                        632,547
                        
                        
                        
                        964,603Long
      term debt
                        
                        
                        22,120
                        
                        
                        
                        -Commitments
      and contingenciesStockholders'
      equity (deficit):Common
      stock, $0.0001 par value, 100,000,000 shares authorized; 43,382,220 and
      40,143,225 shares issued and outstanding
                        
                        
                        4,338
                        
                        
                        
                        4,014Additional
      paid-in capital
                        
                        
                        3,238,778
                        
                        
                        
                        1,848,448Accumulated
      deficit
                        
                        
                        (3,208,036
                        )
                        
                        
                        (2,416,179
                        )Total
      stockholders' equity (deficit)
                        
                        
                        35,080
                        
                        
                        
                        (563,717
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                        
                        $
                        689,747
                        
                        
                        $
                        400,886





See the
accompanying notes to the financial statements.


3





XTREME
      GREEN PRODUCTS INC.Consolidated
      Statements of OperationsFor
      the Three and Six Months Ended June 30, 2010 and 2009(Unaudited)





Three Months
                      
                      
                      Six Months2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Sales
                      
                      $
                      91,330
                      
                      
                      $
                      -
                      
                      
                      $
                      124,930
                      
                      
                      $
                      -Cost
      of sales
                      
                      
                      55,557
                      
                      
                      
                      -
                      
                      
                      
                      106,570
                      
                      
                      
                      -Gross
      margin
                      
                      
                      35,773
                      
                      
                      
                      -
                      
                      
                      
                      18,360
                      
                      
                      
                      -Costs
      and expenses:General
      and administrative
                      
                      
                      414,052
                      
                      
                      
                      235,901
                      
                      
                      
                      799,088
                      
                      
                      
                      385,666Interest
      expense
                      
                      
                      3,718
                      
                      
                      
                      -
                      
                      
                      
                      11,129
                      
                      
                      
                      -Total
      costs and expenses
                      
                      
                      417,770
                      
                      
                      
                      235,901
                      
                      
                      
                      810,217
                      
                      
                      
                      385,666Net
      loss
                      
                      $
                      (381,997
                      )
                      
                      $
                      (235,901
                      )
                      
                      $
                      (791,857
                      )
                      
                      $
                      (385,666
                      )Per
      share information - basic and diluted:Loss
      per common share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.01
                      )Weighted
      average common shares outstanding
                      
                      
                      43,289,048
                      
                      
                      
                      39,547,863
                      
                      
                      
                      42,646,097
                      
                      
                      
                      39,343,578





See the
accompanying notes to the financial statements.


4





XTREME
GREEN PRODUCTS INC.


Consolidated
Statements of Cash Flows


For the
Six Months Ended June 30, 2010 and 2009


(Unaudited)





2010
                  
                  
                  2009Cash
      flows from operating activities:Net
      cash used in operating activities
                  
                  $
                  (1,069,639
                  )
                  
                  $
                  (327,699
                  )Cash
      flows from investing activities:Purchase
      of property and equipment
                  
                  
                  (71,205
                  )
                  
                  
                  (62,418
                  )Net
      cash used in investing activities
                  
                  
                  (71,205
                  )
                  
                  
                  (62,418
                  )Cash
      flows from financing activities:Common
      stock issued for cash
                  
                  
                  1,101,498
                  
                  
                  
                  394,000Stockholders
      loans, net
                  
                  
                  (23,951
                  )
                  
                  
                  15,217Net
      cash provided by financing activities
                  
                  
                  1,077,547
                  
                  
                  
                  409,217Net
      increase (decrease) in cash
                  
                  
                  (63,297
                  )
                  
                  
                  19,100Cash
      - beginning of period
                  
                  
                  73,700
                  
                  
                  
                  20,341Cash
      - end of period
                  
                  $
                  10,403
                  
                  
                  $
                  39,441Supplemental Cash Flow
      Information:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -Non
      Cash Investing and Financing Activities:Conversion
      of related party note to common stock
                  
                  $
                  250,000
                  
                  
                  $
                  -





See the
accompanying notes to the financial statements.


5


XTREME
PRODUCTS, INC.


NOTES TO
CONDENSED FINANCIAL STATEMENTS


JUNE 30,
2010


(UNAUDITED)





(1)
            Basis
      Of Presentation





The
accompanying unaudited condensed 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 consolidated financial statements of the Company as of
and for the year ended December 31, 2009, on Form 10-K, including notes
thereto.





(2)
            Earnings
      Per Share





The
Company calculates net income (loss) per share as required by Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
260, "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
common 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 loss from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature. The
Company incurred net losses through June 30, 2010, aggregating
$3,208,036.




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 expand its revenue base.
Failure to secure such financing or to raise additional equity capital and to
expand 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.


6


(4)
            Notes
      payable – Related Parties





At
December 31, 2009 an aggregate of $157,830 was due to three. During the six
months ended June 30, 2010, $23,951 was repaid leaving a balance of $133,879 at
June 30, 2010. The loans are due on demand and bear interest at 4%.





During
the three months ended September 30, 2009, a director loaned the Company an
aggregate of $250,000 with interest at 4.0% per annum.  The note was
due on demand.





On March
25, 2010, the principal amount of the note ($250,000) was converted into 500,000
shares of the Company’s common stock (see Note 6).  In addition, the
Company granted the director warrants to purchase additional shares as
follows:




·
            Three
      year warrant to purchase 500,000 shares of common stock at $0.50 per
      share.




·
            Four
      year warrant to purchase 500,000 shares of common stock at $0.75 per
      share.




·
            Five
      year warrant to purchase 500,000 shares of common stock at $0.85 per
      share.




The
balance of the note including the unpaid interest accrual at June 30, 2010, was
$5,442.





On June
22, 2010, a family trust of which a director is a trustee agreed to lend to the
Company an aggregate of $1,000,000 at an annual interest rate of 12% in three
tranches.  The first tranche of $250,000 was advanced on July 9,
2010.  The second tranche in the amount of $500,000 is to be funded on
August 9, 2010. The balance is scheduled to be released on September 9,
2010.  The loans are scheduled to be repaid on September 8,
2011.  At any time prior to that date, at the option of the lender the
loan is convertible into common stock at $0.40 per share.  Upon
conversion, the lender will also receive warrants to purchase 7,500,000 shares
of common stock, 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.





(5)
            Line
      of Credit





During
December 2009 the Company secured a line of credit with a financial institution
for $150,000 bearing interest at 6% per annum maturing during December 2010. The
line is secured by certain assets of a related party. The balance of the line at
December 31, 2009, of $150,000 was repaid and re borrowed during the period
ended June 30, 2010. The unused portion of the line at June 30, 2010, was
$0.





(6)
            Stockholders’
      (Deficit)





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 in January 2010 for a purchase price of $500,000.
The remainder was issued on March 2010 for a purchase price of
$500,000.




During
April 2010 the Company sold 100,000 shares of common stock at $0.50 per share
and received proceeds of $50,000.


7


During
June 2010 the Company sold 102,995 shares of common stock at $0.50 per share and
received proceeds of $51,498. In addition, 36,000 shares to a consultant for
services rendered. The shares were valued at $0.50 per share.





(7)
            Stock
      Options





During
September 2009, the Company granted options to employees and consultants to
purchase 505,000 shares of common stock, at a price of $0.50 per share, which
was the fair value of the underlying common shares at the grant date based on
sales of common shares for cash.  The options expire in September
2014. These options vest over the stated term.





During
September 2009, the company granted options to Directors to purchase 300,000
shares of common stock, at a price of $0.50 per share, which was the fair value
of the underlying common shares at the grant date based on sales of common
shares for cash. The options expire in September 2019.  These options
vest in equal annual amounts on the first three anniversary dates of the
grant.





The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option valuation model, using the assumptions noted in the
following table. Expected volatility is based on the historical volatility of
the Company’s stock, and other factors. Because the shares of the Company are
not traded, volitality was estimated as 40 - 60%. The risk-free rates used to
value the options are based on the U.S. Treasury yield curve in effect at the
time of grant.





The cost
recognized for the period ended June 30, 2010, was $21,156, which was recorded
as general and administrative expenses.





In
valuing the options issued, the following assumptions were used:




Expected
      volatility
                    
                    
                    40
      - 60
                    %Expected
      dividends
                    
                    
                    0
                    %Expected
      term (in years)
                    
                    
                    5.0
      – 10.0Risk-free
      rate
                    
                    
                    2.33
      – 3.38
                    %




A summary
of option activity under the Plan during the period ended June 30, 2010, is
presented below:


Options
                
                Shares
                
                
                Weighted-Average
                  Exercise
                  Price
                
                
                Weighted-Average
                  Remaining Contractual
                  Term
                
                
                Intrinsic
                  ValueOutstanding
      at December 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Granted
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Outstanding
      at June 30, 2010
                
                
                805,000
                
                
                $
                0.50
                
                
                
                6.6
                
                
                $
                0.00





The
following table summarizes information about fixed price stock options at June
30, 2010:


Exercise
                                    Price
                                  
                                  
                                  Number
                                    Outstanding
                                  
                                  
                                  Weighted
                                    Average
                                    ContractualLife
                                  
                                  
                                  Weighted
                                    Average
                                    ExercisePrice
                                  
                                  
                                  Number
                                    Exercisable
                                  
                                  
                                  Exercise
                                    Price$
                                  0.50
                                  
                                  
                                  
                                  805,000
                                  
                                  
                                  
                                  6.6
                                  
                                  
                                  $
                                  0.50
                                  
                                  
                                  
                                  —
                                  
                                  
                                  $
                                  —


8





(8)
            Subsequent
      Events





Common
Stock





During
July 2010 the Company sold 199,750 shares of common stock at $0.50 per share and
received proceeds of $99,875.





During
August 2010 the Company sold 19,900 shares of common stock at $0.50 per share
and received proceeds of $9,950.


9





Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.





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 have developed a line
of electric powered products such as personal mobility vehicles, motor scooters,
light trucks (UTV) and ATVs.  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.





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.





Results
of Operations





Comparison
of three months ended June 30, 2010 to the three months ended June 30,
2009





Sales for
the three months ended June 30, 2010 were $91,330.  We did not
generate any sales in the three months ended June 30, 2009.





Cost of
sales for the three months ended June 30, 2010 was $55,557 which resulted in a
gross profit of $35,773.





General
and administrative expenses were $414,052 for the three months ended June 30,
2010 compared to $235,901 for the three months ended June 30, 2009.  Our
general and administrative expenses consist primarily of (i) salaries and wages,
(ii) product design and other related product development costs, (iii)
professional fees such as legal and accounting fees, (iv) general expenses such
as rent and insurance.  The overall increase in general and
administrative expenses is primarily attributable to an increase in the number
of full-time employees.  We had 12 full-time employees during the
three months ended June 30, 2010 compared to two full-time employees during the
comparable period in 2009.





Interest
expense for three months ended June 30, 2010 was $3,718.  We did not
incur any interest expense during the comparable period in
2009.   Interest expense consists primarily of amounts due under
a note payable to one of our directors and interest incurred under a short term
line of credit.





Our net
loss for the three months ended June 30, 2010 was $381,997 or $0.01 per share
compared to a net loss of $235,901 or $0.01 per share for the comparable prior
in 2009.


10




Comparison
of six months ended June 30, 2010 to the six months ended June 30,
2009





Sales for
the six months ended June 30, 2010 were $124,930.  We did not generate
any sales in the six months ended June 30, 2009.





Cost of
sales for the six months ended June 30, 2010 was $106,570 which resulted in a
gross profit of $18,360.





General
and administrative expenses were $799,088 for the six months ended June 30, 2010
compared to $385,666 for the six months ended June 30, 2009.  Our general
and administrative expenses consist primarily of (i) salaries and wages, (ii)
product design and other related product development costs, (iii) professional
fees such as legal and accounting fees, (iv) general expenses such as rent and
insurance.  The overall increase in general and administrative
expenses is primarily attributable to an increase in the number of full-time
employees.  We had 12 full-time employees during the six months ended
June 30, 2010 compared to two full-time employees during the comparable period
in 2009.  In addition, we incurred an increase in product development
expenses in the six months ended June 30, 2010 in connection with the expansion
of our product line.





Interest
expense for six months ended June 30, 2010 was $11,129.  We did not
incur any interest expense during the comparable period in
2009.   Interest expense consists primarily of amounts due under
a note payable to one of our directors and interest incurred under a short term
line of credit.





Our net
loss for the six months ended June 30, 2010 was $791,857 or $0.02 per share
compared to a net loss of $385,666 or $0.01 per share for the comparable prior
in 2009.





Liquidity
and Capital Resources





Since our
inception on May 21, 2007, 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.  From inception through June 30, 2010 we have incurred a
cumulative net loss of $3,208,036.  The notes to our financial
statements include language that raises doubt about our ability to continue as a
going concern.  At June 30, 2010, we had cash of $10,403, a net working
capital deficit of $124,066 and we owed our stockholders an aggregate of
$133,879.  Some of these stockholders are also officers and directors
of our Company.  Of the total due to stockholders, $83,265 was due in
full on December 31, 2009 and has not been paid. The remaining stockholder loans
are due on demand.





During
the year ended December 31, 2009, we sold 1,169,000 shares of restricted common
stock at a price per share of $0.50 per share and received cash proceeds of
$584,500.  The proceeds were used for general working capital
purposes.





During
the six months ended June 30, 2010, we sold 202,995 shares of restricted common
stock at a price per share of $0.50 per share and received cash proceeds of
$101,498.  Also during the six months ended June 30, 2010, one of our
directors purchased 2,500,000 shares of our common stock for total cash
consideration of $1,000,000.  In addition, we issued warrants to this
director as follows: (i) a three year warrant to purchase 2,500,000 shares at
$0.40 per share; (ii) a four year warrant to purchase 2,500,000 shares at $0.65
per share and; (iii) a five year warrant to purchase 2,500,000 shares at $0.75
per share.  All of the proceeds described above were used for general
working capital purposes.





On June
22, 2010, a family trust of which one of our directors is a trustee, agreed to
lend us an aggregate of $1,000,000 at an annual interest rate of 12% in three
tranches.  The first tranche of $250,000 was advanced on July 9, 2010
and the second tranche in the amount of $500,000 was funded on August 9,
2010.  The remaining $250,000 was funded on September 9,
2010.  The loans are scheduled to be repaid on September 8,
2011.  At any time prior to that date, at the option of the lender the
loan is convertible into common stock at $0.40 per share.  Upon conversion,
the lender will also receive warrants to purchase 7,500,000 shares of common
stock, 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.





Subsequent
to June 30, 2010 and through September 27, 2010, we sold an additional 219,650
shares of common stock pursuant to private placements at a price of $0.50 per
share and received cash proceeds of $109,825.





We
commenced selling our products during the quarter ended September 30, 2009,
however, we are not profitable.  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 sufficient 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.





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.


11


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





We
account for stock based compensation in accordance with ASC 718 Stock
Compensation. 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.





Revenue
Recognition





In
general, we record revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably assured.
The following policies reflect specific criteria for our various revenues
streams:





Revenue
is recognized at the time the product is delivered or the service is performed.
Provision for sales returns is estimated based on our historical return
experience.





Deferred
revenue is recorded for amounts received in advance of the time at which
services are performed and included in revenue at the completion of the related
services.





Going
Concern




Our
condensed consolidated 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.




We have
experienced a significant loss from operations as a result of its investment
necessary to achieve its operating plan, which is long-term in nature. From
inception to June 30, 2010, we have incurred a cumulative net loss totaling
$3,208,036.  Our ability to continue as a going concern is contingent
upon our ability to attain profitable operations and secure
financing.  In addition, our 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 we operate.




We are
pursuing financing for our operations and we are seeking additional private
investments.  In addition, we are seeking to grow our revenue
base.  Failure to secure such financing, raise additional equity
capital and establish our revenue base may result in the depletion of available
funds and as a result, we may not be able pay our obligations.




Our
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 inability to continue
as a going concern.


12


Recent Accounting
Pronouncements





Recent Accounting
Pronouncements – The following Accounting Standards Codification Updates
have been issued, or became effective, since the beginning of the current period
covered by these financial statements:





Pronouncement
                
                Issued
                
                TitleASU
      No. 2010-01
                
                January 
      2010
                
                Equity
      (Topic 505):  Accounting for Distributions to Shareholders with
      Components of Stock and Cash – a consensus of the FASB Emerging Issues
      Task ForceASU
      No. 2010-02
                
                January 
      2010
                
                Consolidation
      (Topic 810):  Accounting and Reporting for Decreases in Ownership of
      a Subsidiary – a Scope ClarificationASU
      No. 2012-03
                
                January
      2010
                
                Extractive
      Activities – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and
      DisclosuresASU
      No. 2010-04
                
                January
      2010
                
                Accounting
      for Various Topics: Technical Corrections to SEC
  ParagraphsASU
      No. 2010-05
                
                January
      2010
                
                Compensation 
      - Stock Compensation (Topic718): Escrowed Share Arrangements and the
      Presumption of CompensationASU
      No. 2010-06
                
                January
      2010
                
                Fair
      Value Measurements and Disclosures (Topic 820): Improving Disclosures
      about Fair Value
Measurements





ASU
      No. 2010-07
                        
                        January
      2010
                        
                        Not-for-Profit
      Entities (Topic 958): Not-for-Profit Entities – Mergers and
      AcquisitionsASU
      No. 2010-08
                        
                        February
      2010
                        
                        Technical
      Corrections to Various TopicsASU
      No. 2010-09
                        
                        February
      2010
                        
                        Subsequent
      Events (Topic 855): Amendments to Certain Recognition and Disclosure
      RequirementsASU
      No. 2010-10
                        
                        February
      2010
                        
                        Consolidation
      (Topic 810): Amendments for Certain Investment FundsASU
      No. 2010-11
                        
                        March 
      2010
                        
                        Derivatives
      and Hedging (Topic 815): Scope Exception Related to Embedded Credit
      DerivativesASU
      No. 2010-12
                        
                        April
      2010
                        
                        Income
      Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health
      Care Reform Acts (SEC Update)ASU
      No. 2010-13
                        
                        April
      2010
                        
                        Compensation—Stock
      Compensation (Topic 718): Effect of Denominating the Exercise Price of a
      Share-Based Payment Award in the Currency of the Market in Which the
      Underlying Equity Security Trades—a consensus of the FASB Emerging Issues
      Task ForceASU
      No. 2010-14
                        
                        April
      2010
                        
                        Accounting
      for Extractive Activities—Oil & Gas—Amendments to Paragraph
      932-10-S99-1 (SEC Update)ASU
      No. 2010-15
                        
                        April
      2010
                        
                        Financial
      Services—Insurance (Topic 944): How Investments Held through Separate
      Accounts Affect an Insurer’s Consolidation Analysis of Those Investments—a
      consensus of the FASB Emerging Issues Task ForceASU
      No. 2010-16
                        
                        April
      2010
                        
                        Entertainment—Casinos
      (Topic 924): Accruals for Casino Jackpot Liabilities—a consensus of the
      FASB Emerging Issues Task ForceASU
      No. 2010-17
                        
                        April
      2010
                        
                        Revenue
      Recognition—Milestone Method (Topic 605): Milestone Method ofRevenue
      Recognition—a consensus of the FASB Emerging Issues Task
    ForceASU
      No. 2010-18
                        
                        April
      2010
                        
                        Receivables
      (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool
      That is Accounted for as a Single Asset—a consensus of the FASB Emerging
      Issues Task ForceASU
      No. 2010-19
                        
                        May
      2010
                        
                        Foreign
      Currency (Topic 830): Foreign currency Issues: Multiple Foreign Currency
      Exchange Rates (SEC
Update)




13





ASU
      No. 2010-20
                  
                  July
      2010
                  
                  Receivables
      (Topic 310): Receivables: Disclosure about the Credit Quality of Financing
      Receivables and the Allowance for Credit LossesASU
      No. 2010-21
                  
                  August
      2010
                  
                  Accounting
      for Technical Amendments to Various SEC Rules and Schedules Amendments to
      SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to
      Rules, Forms, Schedules and Codification of Financial Reporting Policies
      (SEC Update)





To the
extent appropriate, the guidance in the above Accounting Standards Codification
Updates is already reflected in our condensed consolidated financial statements
and management does not anticipate that these accounting pronouncements will
have any future effect on our condensed consolidated financial
statements.




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 June 30,
2010.  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.


14




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




During
the three months ended June 30, 2010, we sold 202,995 shares of restricted
common stock at a price per share of $0.50 per share and received proceeds
$101,498. These proceeds were used for general working capital
purposes.





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




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:
      September 29, 2010
                
                /s/ Sanford LeavittSanford
      LeavittChief
      Executive Officer
                  (Principal
      Executive Officer)Date:
      September 29, 2010
                
                /s/ Neil RothNeil
      RothChief
      Financial Officer
                  (Principal
      Financial and Accounting
Officer)





15