UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q (Mark One)  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2011  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)  Nevada26-2373311(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification Number)2191 Mendenhall Dr. Suite 101, North Las Vegas, NV89081(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.   Yesx No  ̈  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 companyx  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 July 22, 2011:  47,091,370       0   INDEX  PagePART I - Financial Information2Item 1: Financial Statements2Condensed Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 20102Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations7Item 4:  Controls and Procedures11PART II - Other Information11Item 1: Legal Proceedings11Item 2: Unregistered Sales of Equity Securities and Use of Proceeds11Item 5: Other Information11Item 6: Exhibits11Signatures12    1  g


|                                                                                                                        |             |             | 
|----------------------------------------------------------------------------------------------------------------------- | ----------- | ----------- | 
|XTREME GREEN PRODUCTS INC.                                                                                             
|Consolidated Balance Sheets                                                                                            
|March 31, 2011 and December 31, 2010
Unaudited                                                                         
|                                                                                                                        | 2011        | 2010        | 
|ASSETS                                                                                                                  |             |             | 
|Current Assets:                                                                                                         |             |             | 
|Cash                                                                                                                    | $
17,139    | $
343,068   | 
|Accounts receivable                                                                                                     | 147,243     | 49,054      | 
|Related party receivable                                                                                                | 13,500      | -           | 
|Inventory                                                                                                               | 847,321     | 623,054     | 
|Other current assets                                                                                                    | 271,144     | 64,407      | 
|Total current assets                                                                                                    | 1,296,347   | 1,079,583   | 
|Property and equipment, net                                                                                             | 251,330     | 179,576     | 
|                                                                                                                        |             |             | 
|Other assets                                                                                                            | 12,600      | 36,186      | 
|TOTAL ASSETS                                                                                                            | $
1,560,277 | $
1,295,345 | 
|                                                                                                                        |             |             | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                   |             |             | 
|Current liabilities:                                                                                                    |             |             | 
|Accounts payable and accrued expenses                                                                                   | $
233,239   | $
172,948   | 
|Accrued expenses- related parties                                                                                       | 209,231     | 190,769     | 
|Line of credit                                                                                                          | 150,000     | 150,000     | 
|Convertible debt- related party                                                                                         | 1,000,000   | 1,000,000   | 
|Customer deposits                                                                                                       | 231,400     | -           | 
|Current portion of long-term debt                                                                                       | 73,366      | 11,200      | 
|Stockholder loans                                                                                                       | 109,935     | 119,480     | 
|Total current liabilities                                                                                               | 2,007,171   | 1,644,397   | 
|                                                                                                                        |             |             | 
|Long-term debt, net of current portion                                                                                  | 60,170      | 17,267      | 
|Commitments and contingencies                                                                                           |             |             | 
|                                                                                                                        |             |             | 
|Stockholders' deficit:                                                                                                  |             |             | 
|Common stock, $0.0001 par value, 100,000,000 shares authorized; 46,436,370 and 44,966,370 shares issued and outstanding | 4,647       | 4,496       | 
|Additional paid-in capital                                                                                              | 4,820,595   | 4,172,234   | 
|Accumulated deficit                                                                                                     | (5,332,306) | (4,543,049) | 
|                                                                                                                        |             |             | 
|Total stockholders' deficit                                                                                             | (507,064)   | (366,319)   | 
|                                                                                                                        |             |             | 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                             | $
1,560,277 | $
1,295,345 | 

XTREME GREEN PRODUCTS INC.Consolidated Condensed  Statements of OperationsFor the Three and Six Months Ended June 30, 2011 and 2010(Unaudited)


|                                           |             |              |             |            
|------------------------------------------ | ----------- | ------------ | ----------- | -----------
|                                           |             |             
|                                           |             | Three Months |             | Six Months 
|                                           | 2011        | 2010         | 2011        | 2010       
|                                           |             |              |             |            
|EXPENSES:                                  |             |              |             |            
|                                           |             |              |             |            
|Sales, net                                 | $
805,298   | $
91,330     | $
1,286,215 | $
124,930  
|                                           |             |              |             |            
|Cost of sales                              | 549,844     | 55,557       | 923,147     | 106570     
|                                           |             |              |             |            
|Gross margin                               | 255,454     | 35,773       | 363,068     | 18,360     
|                                           |             |              |             |            
|Costs and expenses:                        |             |              |             |            
|General and administrative                 | 568,671     | 414,052      | 1,021,172   | 799,088    
|Research and development                   | 19,842      | -            | 57,387      |            
|Interest expense                           | 37,272      | 3,718        | 73,764      | 11,129     
|                                           |             |              |             |            
|Total costs and expenses                   | 625,785     | 417,770      | 1,152,323   | 810,217    
|                                           |             |              |             |            
|Net loss                                   | $
(370,331) | $
(381,997)  | $
(789,255) | $
(791,857)
|                                           |             |              |             |            
|Per share information - basic and diluted: |             |              |             |            
|                                           |             |              |             |            
|Loss per common share                      | $
(0.01)    | $
(0.01)     | $
(0.02)    | $
(0.02)   
|                                           |             |              |             |            
|                                           |             |              |             |            
|Weighted average common shares outstanding | 46,466,370  | 43,289,048   | 45,386,870  | 42,646,097 

XTREME GREEN PRODUCTS INC.Consolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2011 and 2010(Unaudited)20112010Cash flows from operating activities:Net cash used in operating activities$
(912,274)$
(1,069,639)Cash flows from investing activities:Purchase of property and equipment(90,923)(71,205)Net cash used in investing activities(90,923)(71,205)Cash flows from financing activities:Common stock issued for cash625,0001,101,498Repayment of long term debt(28,467)-Proceeds from Loans Payable90,279-Stockholders loans, net(9,544)(23,951)Net cash provided by financing activities677,2681,077,547Net increase in cash(325,929)(63,297)Cash - beginning of period343,06873,700Cash - end of period$
17,139$
10,403Supplemental 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-$
250,000See the accompanying notes to the financial statements.      4  XTREME PRODUCTS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 2011(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, 2010, 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) Inventory  Inventory consisted of finished goods and parts.  (4) 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, 2011, aggregating $5,332,306 and has working capital and stockholder deficits of $710,824 and $507,064 at June 30, 2011. 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.  (5)       Notes payable – Related Parties  During prior years the Company borrowed funds from three of its founding stockholders. These loans were utilized for general working capital purposes and to fund in part, the cash portion of the purchase of Belarus. At December 31, 2010, a balance of $119,480 was outstanding. As of June 30, 2011, $9,544 has been repaid leaving a balance of $109,935. The loans are due on demand and bear interest at 4%.    5  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 was funded on August 9, 2010. The balance 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.  (6) 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 2011. The line is secured by certain assets of a related party. The balance of the line at June 30, 2011 was $150,000.  (7)       Stockholders’ (Deficit)  During the period ended March 31, 2011, the Company issued 1,470,000 shares of common stock for cash aggregating $610,000.  During the three month period ended June 30, 2011, the Company issued 30,000 shares of common stock for cash aggregating $15,000.  (8)       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 and 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, volatility was estimated at 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.  In valuing the options issued, the following assumptions were used: Expected volatility40 - 60%Expected dividends0%Expected term (in years)5.0 – 10.0Risk-free rate2.33 – 3.38%  During the period ended March 31, 2011, the Company granted options to employees to purchase 175,000 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 2015 and vest over the stated term.   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, volatility was estimated at 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 fair value of the options was $40,013 and will be amortized over the term of the options starting on April 1, 2011.      6  In valuing the options issued, the following assumptions were used: Expected volatility40 - 60%Expected dividends0%Expected term (in years)4.0Risk-free rate2.33%  A summary of option activity under the Plan during the period ended June 30, 2011, is presented below    OptionsSharesWeighted-Average
Exercise PriceWeighted-Average
Remaining Contractual
TermIntrinsic
ValueOutstanding at December 31, 2010805,000$0.505.5$0.00Granted175,000$0.504.5$0.00Outstanding at June 30, 2011980,000$0.504.9$0.00  The following table summarizes information about fixed price stock options at June 30, 2011: Exercise PriceNumber
OutstandingWeighted
Average
Contractual LifeWeighted
Average
Exercise PriceNumber
ExercisableExercise
Price$0.50980,0004.9$0.50396,250$0.50  The expense of these warrants for the three and six months ended June 30, 2011 were $12,932 and $23,510 respectively. The expense of these warrants for the three and six months ended June 30, 2010 were $10,578 and $21,157, respectively.  (9)Concentrations  During the period ended June 30, 2011, the Company derived approximately 72% of its revenue from a single customer and as of June 30, 2011, no accounts receivable were due from this customer.  (10)       Subsequent Events  Subsequent to June 30, 2011 and through July 21, 2011, we sold an additional 625,000 shares of common stock pursuant to private placements at a price of $0.40 per share and received cash proceeds of $250,000.   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.  Recent Developments  We are an eco-vehicle company that designs, develops and manufactures revolutionary, green, 100% electric powered products such as Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs) All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles.  Designed with proprietary energy management systems and electric propulsion systems, these products are expected to have  7  the power and ability of gas powered engines, but without the particulate pollution or noise pollution. Xtreme aims for its Xtreme Green products to become the new wave and standard in environmentally conscious green 100% electric specialty vehicles.  Most of the parts used in our vehicles are manufactured in China. Final assembly takes place primarily in North Las Vegas, Nevada.   In the past six months, we have added new vehicles including a 7’ Hydraulic dump all electric Utility Truck, an emergency medical services vehicle, and a right hand drive UTV for parking departments. Our distributor, Alexander Motors based in Tennessee, opened the first Xtreme Green store, and is presently looking for additional locations in four additional states. We have also added two new sales managers on the east coast, as well as two new distributors.  Over 20 new municipal and university accounts have been added to our sales book during the quarter ended June 30, 2011. We have also completed all testing and paperwork for the European Union certification and expect to this certification to be finalized during the third quarter, at which time we will commence developing European distributors. Results of Operations  Comparison of three months ended June 30, 2011 to the three months ended June 30, 2010  Sales for the three months ended June 30, 2011 were $805,298 compared to $91,330 for the three months ended, June 30, 2010. The increase in sales results from our increased marketing efforts and a stronger demand for our vehicles in the market place.  Cost of sales for the three months ended June 30, 2011 was $549,844 which resulted in a gross profit of $255,454 compared to cost of sales of $55,557and a gross profit of $35,773 for the comparable prior year period. The increase in the gross margin results from our higher sales volume coupled with improved productivity.  General and administrative expenses were $568,671 for the three months ended June 30, 2011 compared to $414,052 for the three months ended June 30, 2010.  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, and (iv) general expenses such as rent and insurance. The overall increase in general and administrative expenses is primarily attributable to our significant increase in sales resulting in added costs primarily in marketing, travel, administrative staff, and warranty costs. We had 24 full time employees during the three months ended June 30, 2011 compared to 12 for the comparable prior year period.  Research and development expense for the three month period ended June 30, 2011 was $19,872. There was no Research & development expense for the comparable prior year period.  Interest expense for the three months ended June 30, 2011 was $37,272 compared to interest of $3,718 for the comparable prior year period.  Interest expense consists primarily of amounts due under a note payable to one of our directors and interest incurred under various short term lines of credit.  Our net loss for the three months ended June 30, 2011 was $370,331or $0.01 per share compared to a net loss of $381,997or $0.01 per share for the comparable prior year period. Comparison of Six months ended June 30, 2011 to the six months ended June30, 2010  Sales for the six months ended June 30, 2011 were $1,286,215 compared to $124,930 for the six months ended June 30, 2010.  Cost of sales for the six months ended June 30, 2011 was $923,147 which resulted in a gross profit of $363,068compared to cost of sales of $106,570 and a gross profit of $18,360 for the comparable prior year period. The increase in the gross margin results from our higher sales volume coupled with improved productivity.  General and administrative expenses were $1,021,172for the six months ended June 30, 2011 compared to $799,088for the six months ended June 30, 2010.  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, and (iv) general expenses such as rent and insurance. The overall increase in general and administrative expenses is primarily attributable to our significant increase in sales resulting in added costs primarily in marketing, travel, administrative staff, and warranty costs.  We had 24 full time employees during the six months ended June 30, 2011 compared to 12 for the comparable prior year period.  Interest expense for six months ended June 30, 2011 was $73,764 compared to interest of $11,129 for the comparable prior year period.Interest expense consists primarily of amounts due under a note payable to one of our directors and interest incurred under various short term lines of credit.   8  Research and development expense for the six month period ended June 30, 2011 was $57,387. There was no Research & development expense for the comparable prior year period.  Our net loss for the six months ended June 30, 2011 was $789,255 or $0.02 per share compared to a net loss of $791,857 or $0.02 per share for the comparable prior year period.       Liquidity and Capital Resources  Since our inception on May 21, 2007, we have financed the costs associated with our operational and investing activities primarily 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, 2011, we have incurred a cumulative net loss of $5,332,306. The notes to our financial statements include language that raises doubt about our ability to continue as a going concern.  At June 30, 2011, we had cash of $17,139, net working capital deficit of $710,824 and we owed our stockholders an aggregate of $1,319,166. All of these stockholders are officers and/or directors of our Company.  Of the total due to stockholders, $109,935 was due in full on December 31, 2009 and has not been paid.  A $1,000,000 convertible loan is due September 8, 2011, or can be converted into common stock at any time prior to the due date.  During the six months ended June 30, 2011, we sold 250,000 shares of restricted common stock at a price of $0.50 per share and 1,250,000 shares of restricted common stock at a price of $0.40 per share and received cash proceeds of $625,000. On June 22, 2010, a family trust of which one of our directors is a trustee (“the lender”) 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. The second tranche in the amount of $500,000 was funded on August 9, 2010. The balance 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.  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.  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.         9   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, 2011, we have incurred a cumulative net loss totaling $5,332,306and have working capital and stockholder deficits of $710,824 and $507,064 at June 30, 2011.  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.  Recent Accounting Pronouncements  The Company does not believe that any recent accounting pronouncements will have a material effect on its 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.       10  Item 4. 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. Company 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, 2011.  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.  This conclusion was based on the Company’s past failure to file its periodic reports in a timely fashion.  In addition, because of the Company’s lack of financial resources, the Company’s Chief Executive Officer also acted as its Chief Financial Officer. The Company is now current in its filings and has appointed a Chief Financial Officer with a strong financial reporting background.  As a result, the Company’ management believes that it has greatly improved its disclosure controls and procedures.  The Company is and will continue to look for ways 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.      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, 2011, we sold 30,000 shares of restricted common stock at a price per share of $0.50 per share receiving total proceeds $15,000. These proceeds were used for general working capital purposes.  Item 5. Other Information  None.   Item 6. Exhibits  31Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)   32Certifications 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       11   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:  July 28   ,2011/s/ Sanford LeavittSanford LeavittChief Executive Officer
(Principal Executive Officer)Date:   July 28   ,2011/s/ Ken SprenkleKen SprenkleChief Financial Officer
(Principal Financial and Accounting Officer)         12  Exhibit 31  CHIEF EXECUTIVE OFFICER CERTIFICATION  I, Sanford Leavitt, certify that:  1. I have reviewed this quarterly report on Form 10-Q of Xtreme Green Products Inc.:  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report.  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  d) Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information: and  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  Date:   July 28   ,2011/s/ Sanford LeavittSanford LeavittChief Executive Officer         13    CHIEF FINANCIAL OFFICER CERTIFICATION  I, Ken Sprenkle, certify that:  1. I have reviewed this quarterly report on Form 10-Q of Xtreme Green Products Inc.:  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report.  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.  4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  d) Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information: and  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  Date:July 28, 2011/s/ Ken SprenkleKen SprenkleChief Financial Officer            14  Exhibit 32  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the quarterly report of Xtreme Green Products Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sanford Leavitt, Chief Executive Officer, and Ken Sprenkle, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:  (1) This report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  /s/ Sanford LeavittSanford LeavittChief Executive OfficerDate: Date: July 28, 2011  /s/ Ken SprenkleKen SprenkleChief Financial OfficerDate: Date:  July 28, 2011          15