**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 MARCH 31, 2008




**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**





**BELARUS
      CAPITAL CORP.**


**(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)**




**2120 Jadeleaf Ct.**
              **Las
                Vegas, Nevada** **89134****(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
      past 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 x 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 definition of “accelerated filer”, “large accelerated
      filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of
      the Exchange Act.




Large
                accelerated filer  ̈
            Accelerated
                filer  ̈
            Non-accelerated
                filer  ̈
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2) of the Act. Yes x No  ̈





There
      were 5,000,000 shares of the registrant's common stock outstanding as of May
      10,
      2008.









**PART
      I - FINANCIAL INFORMATION**


**Item
      1. Financial Statements.**


**BELARUS
      CAPITAL CORP.**


**(A
      Development Stage Company)**


**Balance
      Sheet**




UnauditedMarch 31,
            
            December 31,2008
            
            2007ASSETSTotal
                assets
            
            $
            -
            
            $
            -LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accrued
                expenses
            
            $
            25,000
            
            $
            20,000Total
                current liabilities
            
            
            25,000
            
            
            20,000Stockholders'
                equity:Preferred
                stock, $0.001 par value, 20,000,000 shares authorized, none
                issued
            
            $
            -
            
            $
            -Common
                    stock, $0.001 par value, 100,000,000 shares authorized, 5,000,000
                    shares
                    issued and outstanding at March 31, 2008 and December 31,
                    2007
            
            
            5,000
            
            
            5,000Additional
                paid-in capital
            
            
            -
            
            
            -Deficit
                accumulated during the development stage
            
            
            (30,000
            )
            
            (25,000
            )Total
                stockholders' deficit
            
            
            (25,000
            )
            
            (20,000
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            -
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements




1





**BELARUS
      CAPITAL CORP.**


**(A
      Development Stage Company)**


**Statements
      of Operations** **- Unaudited**





For thePeriod FromDecember 29,2005(Inception)ThroughThree Months Ended March 31,
            
            March 31,2007
            
            2008
            
            2008Revenue
            
            $
            -
            
            $
            -
            
            $
            -Expenses:General
                and administrative
            
            
            -
            
            
            5,000
            
            
            30,000Total
                costs and expenses
            
            
            -
            
            
            5,000
            
            
            30,000Net
                loss
            
            $
            -
            
            $
            (5,000
            )
            $
            (30,000
            )Net
                loss per share:Basic
                and diluted
            
            $
            -
            
            $
            -Weighted
                average common shares outstanding:Basic
                and diluted
            
            
            5,000,000
            
            
            5,000,000





The
      accompanying notes are an integral part of these financial
      statements




2


**BELARUS
      CAPITAL CORP.**


**(A
      Development Stage Company)**


**Statements
      of Changes in Stockholders' Deficit - Unaudited**


**For
      the period from December 29, 2005 (inception) through March 31,
      2008**




Common Stock
            
            Additional
            
            AccumulatedShares
            
            Amount
            
            Paid-in Capital
            
            Deficit
            
            TotalIssuance of
                common stock in exchange for services on December 29, 2005
            
            
            5,000,000
            
            $
            5,000
            
            $
            -
            
            $
            -
            
            $
            5,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,000
            )
            
            (5,000
            )Balance
                at December 31, 2005
            
            
            5,000,000
            
            
            5,000
            
            
            -
            
            
            (5,000
            )
            
            -Balance
                at December 31, 2006
            
            
            5,000,000
            
            
            5,000
            
            
            -
            
            
            (5,000
            )
            
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (20,000
            )
            
            (20,000
            )Balance
                at December 31, 2007
            
            
            5,000,000
            
            $
            5,000
            
            $
            -
            
            $
            (25,000
            )
            $
            (20,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,000
            )
            
            (5,000
            )Balance
                at March 31, 2008
            
            
            5,000,000
            
            $
            5,000
            
            $
            -
            
            $
            (30,000
            )
            $
            (25,000
            )




The
      accompanying notes are an integral part of these financial
      statements




3





**BELARUS
      CAPITAL CORP.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows - Unaudited**




For
                thePeriod
                FromDecember
                29,2005(Inception)ThroughThree
                  Months Ended March 31,
            
            March
                31,2007
            
            2008
            
            2008Cash
                flows from operating activities:Net
                loss
            
            $
            -
            
            $
            (5,000
            )
            $
            (30,000
            )Increase
                in accrued expenses
            
            
            -
            
            
            5,000
            
            $
            25,000Shares
                issued in lieu of services
            
            
            -
            
            
            -
            
            
            5,000Net
                cash used in operating activities
            
            
            -
            
            
            -
            
            
            -Net
                increase in cash
            
            
            -
            
            
            -
            
            
            -Cash
                - beginning of period
            
            
            -
            
            
            -
            
            
            -Cash
                - end of period
            
            $
            -
            
            $
            -
            
            $
            -




The
      accompanying notes are an integral part of these financial
      statements




4







BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)




NOTES
      TO
      INTERIM AND UNAUDITED FINANCIAL STATEMENTS


As
      of
      March 31, 2008




NOTE
      1 -
      ORGANIZATION AND DESCRIPTION OF BUSINESS





Belarus
      Capital Corp. (“the Company”) was incorporated under the laws of the State of
      Colorado on December 29, 2005 and has been inactive since inception. The Company
      intends to serve as a vehicle to effect an asset acquisition, merger, exchange
      of capital stock or other business combination with a domestic or foreign
      business. Since inception, the Company has been engaged in organizational
      efforts. The Company is 100% owned by Xtreme Products Inc. The financial
      statements presented represent only those of Belarus Capital Corp.





The
      accompanying unaudited financial statements include all adjustments of a normal
      and recurring nature, which, in the opinion of Company’s management, are
      necessary to present fairly the Company’s financial position as of March 31,
      2008, the results of its operations for the three months ended March 31, 2008
      and 2007 and from the date of inception (December 29, 2005) through March 31,
      2008, and cash flows for the three months ended March 31, 2008 and 2007 and
      from
      the date of inception (December 29, 2005) through March 31, 2008.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      omitted pursuant to the rules and regulations of the Securities and Exchange
      Commission.




The
      results of operations for the three months ended March 31, 2008 are not
      necessarily indicative of the results to be expected for the full year’s
      operation.





NOTE
      2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
      OF
      PRESENTATION – DEVELOPMENT STAGE COMPANY





The
      Company has not earned any revenue from operations. Accordingly, the Company's
      activities have been accounted for as those of a "Development Stage Enterprise"
      as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS
      7").
      Among the disclosures required by SFAS 7 are that the Company's financial
      statements be identified as those of a development stage company, and that
      the
      statements of operations, stockholders' equity and cash flows disclose activity
      since the date of the Company's inception.





ACCOUNTING
      METHOD





The
      Company's financial statements are prepared using the accrual method of
      accounting. The Company has elected a fiscal year ending on December
      31.





USE
      OF
      ESTIMATES





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management 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 period.
      In
      the opinion of management, all adjustments necessary in order to make the
      financial statements not misleading have been included. Actual results could
      differ from those estimates.




5


BASIC
      EARNINGS (LOSS) PER SHARE





In
      February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share. The Company
      has
      adopted the provisions of SFAS No. 128 effective December 29, 2005
      (inception).





Basic
      net
      loss per share amounts is computed by dividing the net income by the weighted
      average number of common shares outstanding. Diluted earnings per share are
      the
      same as basic earnings per share due to the lack of dilutive items in the
      Company.





IMPACT
      OF
      NEW ACCOUNTING STANDARDS





The
      Company does not expect the adoption of recently issued accounting
      pronouncements to have a significant impact on the Company's results of
      operations, financial position, or cash flow.





NOTE
      3 -
      GOING CONCERN





The
      Company’s financial statements are prepared using accounting principles
      generally accepted in the United States of America applicable to a going concern
      that contemplates the realization of assets and the liquidation of liabilities
      in the normal course of business. The Company has not established any source
      of
      revenue to cover its operating costs. The Company will engage in very limited
      activities without incurring any liabilities that must be satisfied in cash
      until a source of funding is secured. The Company may offer non-cash
      consideration as a means of financing its operations. If the Company is unable
      to obtain revenue producing contracts or financing or if the revenue or
      financing it does obtain is not sufficient to cover any operating losses it
      may
      incur, the Company may substantially curtail or terminate its operations or
      seek
      other business opportunities through strategic alliances, acquisitions or other
      arrangements that may dilute the interests of existing
      stockholders.




NOTE
      4 -
      STOCKHOLDERS’ DEFICIT





On
      December 29, 2005 (inception), the Board of Directors issued 5,000,000 shares
      of
      common stock to Lauren Scott, the founding stockholder and sole officer and
      director of the Company in exchanges for services rendered. These shares were
      valued at their par value of $0.001 or $5,000.





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of March 31, 2008:





-  Common
      stock, $ 0.001 par value: 100,000,000 shares authorized; 5,000,000 shares issued
      and outstanding.





-  Preferred
      stock, $ 0.001 par value: 20,000,000 shares authorized; none issued and
      outstanding.





Pursuant
      to the terms of a Share Purchase Agreement dated August 16, 2007, Xtreme
      Products, Inc. ("Xtreme") a privately held Nevada corporation purchased
      5,000,000 shares of the Company’s common stock directly from Lauren Scott in a
      private purchase transaction in exchange for $125,000 in cash and 1.0 million
      shares of Xtreme 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 the Company.




6


**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





**Forward
      Looking Statements**





Some
      of
      the statements contained in this report of Form 10-Q that are not historical
      facts are "forward-looking statements" which can be identified by the use of
      terminology such as "estimates," "projects," "plans," "believes," "expects,"
      "anticipates," "intends," or the negative or other variations, or by discussions
      of strategy that involve risks and uncertainties.  We urge you to be
      cautious of the forward-looking statements, given that such statements, which
      are contained in this report of Form 10-Q, reflect our current beliefs with
      respect to future events and involve known and unknown risks, uncertainties,
      and
      other factors affecting our operations, market growth, services, products,
      and
      licenses.  No assurances can be given regarding the achievement of
      future results, as actual results may differ materially as a result of the
      risks
      we face, and actual events may differ from the assumptions underlying the
      statements that have been made regarding anticipated events.  Factors
      that may cause actual results, our performance or achievements, or industry
      results, to differ materially from those contemplated by such forward-looking
      statements include without limitation:




1.
            Our
                ability to attract and retain management, and to integrate and maintain
                technical information and management information
                systems;2.
            Our
                ability to generate customer demand for our
                services;3.
            The
                intensity of competition; and4.
            General
                economic conditions.




All
      written and oral forward-looking statements made in connection with this Form
      10-Q that are attributable to us or persons acting on our behalf are expressly
      qualified in their entirety by these cautionary statements.  Given the
      uncertainties that surround such statements, you are cautioned not to place
      undue reliance on such forward-looking statements.





**Company
      Overview**





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. Our principal business objective for
      the
      next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict our potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.




The
      Company does not currently engage in any business activities that provide cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond such time will be paid with money in our treasury,
      if
      any, or with additional money contributed by our directors or executive
      officers, or another source.




During
      the next 12 months we anticipate incurring costs related to:





(i)
            filing
                of Exchange Act reports, and(ii)
            costs
                relating to consummating an
                acquisition.





We
      believe we will be able to meet these costs through use of funds in our treasury
      and additional amounts, as necessary, to be loaned to or invested in us by
      our
      stockholders, management or other investors.




The
      Company may consider a business which has recently commenced operations, is
      a
      developing company in need of additional funds for expansion into new products
      or markets, is seeking to develop a new product or service, or is an established
      business which may be experiencing financial or operating difficulties and
      is in
      need of additional capital. In the alternative, a business combination may
      involve the acquisition of, or merger with, a company which does not need
      substantial additional capital, but which desires to establish a public trading
      market for its shares, while avoiding, among other things, the time delays,
      significant expense, and loss of voting control which may occur in a public
      offering.




Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.




7


Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management's plan to offer a controlling interest to a target
      business in order to achieve a tax-free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.





The
      Company anticipates that the selection of a business combination will be complex
      and extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital that we will have and/or the perceived benefits of becoming
      a
      publicly traded corporation. Such perceived benefits of becoming a publicly
      traded corporation include, among other things, facilitating or improving the
      terms on which additional equity financing may be obtained, providing liquidity
      for the principals of and investors in a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      offering greater flexibility in structuring acquisitions, joint ventures and
      the
      like through the issuance of stock. Potentially available business combinations
      may occur in many different industries and at various stages of development,
      all
      of which will make the task of comparative investigation and analysis of such
      business opportunities extremely difficult and complex.




**Liquidity
      and Capital Resources**




At
      March
      31, 2008, the Company had no capital resources and will rely upon the issuance
      of common stock and additional capital contributions from shareholders to fund
      administrative expenses pending acquisition of an operating company. Management
      anticipates seeking out a target company through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more World Wide Web sites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Management may engage in such solicitation directly
      or
      may employ one or more other entities to conduct or assist in such solicitation.
      Management and its affiliates will pay referral fees to consultants and others
      who refer target businesses for mergers into public companies in which
      management and its affiliates have an interest. Payments are made if a business
      combination occurs, and may consist of cash or a portion of the stock in the
      Company retained by management and its affiliates, or both.





The
      Company and or shareholders will supervise the search for target companies
      as
      potential candidates for a business combination. The Company and or shareholders
      may pay as their own expenses any costs incurred in supervising the search
      for a
      target company. The Company and or shareholders may enter into agreements with
      other consultants to assist in locating a target company and may share stock
      received by it or cash resulting from the sale of its securities with such
      other
      consultants.





**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.




8


**Item
      3. Controls and Procedures.**





As
      of
      March 31, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of our Chief Executive Officer and Chief Financial Officer, of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures in accordance with Exchange Act Rules 13a-15(e) and 15d - 15(e).
      Based on this evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that as of that date our disclosure controls and procedures
      were effective in ensuring that information required to be disclosed by us
      in
      our periodic reports is recorded, processed, summarized and reported, within
      the
      time periods specified for each report and that such information is accumulated
      and communicated to our management, including our principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure.





There
      was
      no change in our internal controls or in other factors that could affect these
      controls during our last fiscal quarter that has materially affected or it
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.




9


**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings.**





As
      of the
      date this report was filed, we were not involved as litigants in any legal
      proceedings.





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




None




**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.**





31.1*
            
            Certification
                of Chief Executive Officer required by Rule 13a-14(a) or Rule
                15d-14(a)31.2*
            
            Certification
                of Chief Financial Officer required by Rule 13a-14(a) or Rule
                15d-14(a)32.1*
            
            Certification
                of Chief Executive Officer and Chief Financial Officer required by
                Rule
                13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title
                18 of
                the United States Code




*
      Filed
      herewith.




10


**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.




BELARUS
                CAPITAL CORP.Date:
                May 14, 2008
            By:
            /s/
                Sanford LeavittSanford
                Leavitt
              Chief
                Executive OfficerDate:
                May 14, 2008
            By:
            /s/
                Neil RothNeil
                Roth
              Chief
                Financial Officer




11