**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K**




**x** **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the Fiscal Year Ended December 31, 2007**





**OR**





 ̈ **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the transition period ____________ to__________**





**Commission
      File Number 000-52502**





**BELARUS
      CAPITAL CORP.**


*(Name
      of Issuer in its charter)*




**Colorado**
            
            **26-2373311**(
                *State of other jurisdiction of incorporation or
                organization)*
            
            *(I.R.S.
                Employer Identification No.)***2120
                Jadeleaf Ct.**
              **Las
                Vegas, Nevada**
            
            **89134***(Address
                of principal executive offices)*
            
            *(Zip
                Code)*




*Issuer's
      telephone number:*  **702-233-4804**





**Securities
      Registered Under Section 12(b) of the Exchange Act: None**





**Securities
      Registered Under Section 12(g) of the Exchange Act:**





**Name
                of each exchange****Title
                of Each Class**
            **on
                which registered****Common
                Stock, par value $.001**
            **n/a**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes  ̈ No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange
      Act.    Yes  ̈ No x





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 x No  ̈





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.  ̈





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 company x





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





As
      of
      April 1, 2008, the aggregate market value of the registrant’s common stock held
      by non-affiliates of the registrant was: there is currently no trading market
      for registrant’s securities





The
      number of shares outstanding of the registrant’s Common Stock, $0.001 par
      value, was 5,000,000 as of April 4, 2008.










**TABLE
      OF CONTENTS**





**Pages****PART
                I****Item
                1. Description of Business.**
            
            3**Item
                1A. Risk Factors.**
            
            6**Item
                1B. Unresolved Staff Comments.**
            
            8**Item
                2. Properties.**
            
            8**Item
                3. Legal Proceedings.**
            
            8**Item
                4.****Submission
                of Matters to a Vote of Security Holders.**
            
            8**PART
                II****Item
                5. Market for Registrant's Common Equity, Related Stockholder Matters
                and
                Issuer Purchases of Equity Securities.**
            
            9**Item
                6. Selected Financial Data.**
            
            10**Item
                7. Management's Discussion and Analysis of****Financial
                Condition and Results Of Operations.**
            
            11**Item
                8. Financial Statements and****Supplementary
                Data.**
            
            13**Item
                9. Changes in and Disagreement with Accountants o****n
                Accounting and Financial Disclosure****.**
            
            14**Item
                9A. Controls and Procedures.**
            
            14**Item
                9B. Other Information.**
            
            14**PART
                III****Item
                10.****Directors,
                Executive Officers, and Corporate Governance.****Item
                11. Executive Compensation.**
            
            15**Item
                12.****Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**
            
            15**Item
                13. Certain Relationships and Related Transactions, and Director
                Independence.**
            
            16**Item
                14. Principal Accountant Fees and Services.**
            
            17**PART
                IV**
            
            17**Item
                15. Exhibits a****nd
                Financial Statement Schedules.**
            
            18**Signatures**
            
            19




2




**PART
      I**




**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Form
      10-K contains forward-looking statements and information relating to Belarus
      Capital Corp., (“the Company”). The Company intends to identify forward-looking
      statements in this prospectus by using words such as "believes," "intends,"
      "expects," "may," "will," "should," "plan," "projected," "contemplates,"
      "anticipates," "estimates," "predicts," "potential," "continue," or similar
      terminology. These statements are based on the Company’s beliefs as well as
      assumptions the Company made using information currently available to us. The
      Company undertakes no obligation to publicly update or revise any
      forward-looking statements, whether as a result of new information, future
      events, or otherwise. Because these statements reflect the Company’s current
      views concerning future events, these statements involve risks, uncertainties,
      and assumptions. Actual future results may differ significantly from the results
      discussed in the forward-looking statements.





**Item
      1. Business.**




**Overview**





BELARUS
      CAPITAL, CORP. ("we", "us", "our", the "Company" or the "Registrant") was
      incorporated in the State of Colorado on December 29, 2005. The Company has
      been
      in the developmental stage since inception and has conducted virtually no
      business operations, other than organizational activities. The Company has
      no
      full-time employees and owns no real estate or personal property. The Company
      was formed as a vehicle to pursue a business combination. The business purpose
      of the Company is to seek the acquisition of or merger with, an existing
      company.





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 from Lauren Scott, the Company’s then sole
      shareholder, officer and director, in a private purchase transaction in exchange
      for $125,000 in cash and 1,000,000 shares of Xtreme Products, Inc. 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. Also upon closing,
      the following changes to the Company’s Directors and Officers occurred as
      follows:





·
            Lauren
                Scott resigned as the Company's sole Director, President, Chief Executive
                Officer, Chief Financial Officer, Treasurer and
                Secretary.


·
            Sanford
                Leavitt was appointed to the Board of Directors of the Company, and
                was
                appointed Chief Executive Officer and Secretary of the
                Company.


·
            Neil
                Roth was appointed to the Board of Directors of the Company, and
                was
                appointed President, Chief Operating Officer and Treasurer of the
                Company.





This
      transaction constituted a change of control of the registrant and was previously
      disclosed on Form 8-K filed with The Securities and Exchange Commission on
      August 21, 2007.





**Business**





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      U.S. Securities and Exchange Commission (the "SEC") defines those companies
      as
      "any development stage company that is issuing a penny stock, within the meaning
      of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the "Exchange
      Act") and that has no specific business plan or purpose, or has indicated that
      its business plan is to merge with an unidentified company or companies." Under
      SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities
      Act"), the Company also qualifies as a "shell company," because it has no or
      nominal assets (other than cash) and no or nominal operations. Many states
      have
      enacted statutes, rules and regulations limiting the sale of securities of
      "blank check" companies in their respective jurisdictions. Management does
      not
      intend to undertake any efforts to cause a market to develop in our securities,
      either debt or equity, until we have successfully concluded a business
      combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.




The
      Company was organized to provide a method for a foreign or domestic private
      company to become a reporting ("public") company whose securities are qualified
      for trading in the United States secondary market such as the NYSE, NASDAQ,
      Amex, and the NASD OTC Bulletin Board, and, 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 and, to a lesser
      extent that desires to employ our funds in its business. The Company's 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 its potential
      candidate target companies to any specific business, industry or geographical
      location and, thus, may acquire any type of business.





3





*Perceived
      Benefits*





There
      are
      certain perceived benefits to being a reporting company with a class of
      publicly-traded securities. These are commonly thought to include the following:





·
            the
                ability to use registered securities to make acquisitions of assets
                or
                businesses;


·
            increased
                visibility in the financial community;


·
            the
                facilitation of borrowing from financial
                institutions;


·
            improved
                trading efficiency;


·
            shareholder
                liquidity;


·
            greater
                ease in subsequently raising capital;


·
            compensation
                of key employees through stock options for which there may be a market
                valuation;


·
            enhanced
                corporate image;


·
            a
                presence in the United States capital
                market.




*Potential
      Target Companies*





A
      business entity, if any, which may be interested in a business combination
      with
      the Company, may include the following:





·
            a
                company for which a primary purpose of becoming public is the use
                of its
                securities for the acquisition of assets or
                businesses;


·
            a
                company which is unable to find an underwriter of its securities
                or is
                unable to find an underwriter of securities on terms acceptable to
                it;


·
            a
                company which wishes to become public with less dilution of its common
                stock than would occur upon an underwriting;


·
            a
                company which believes that it will be able to obtain investment
                capital
                on more favorable terms after it has become public;


·
            a
                foreign company which may wish an initial entry into the United States
                securities market;


·
            a
                special situation company, such as a company seeking a public market
                to
                satisfy redemption


·
            requirements
                under a qualified Employee Stock Option Plan;


·
            a
                company seeking one or more of the other perceived benefits of becoming
                a
                public company.





The
      analysis of new business opportunities will be undertaken by or under the
      supervision of the officers and directors of the Registrant. The Registrant
      has
      unrestricted flexibility in seeking, analyzing and participating in potential
      business opportunities. In its efforts to analyze potential acquisition targets,
      the Registrant will consider the following kinds of factors:




·
            Potential
                for growth, indicated by new technology, anticipated market expansion
or
                new products;


·
            Competitive
                position as compared to other firms of similar size and experience
                within
                the industry segment as well as within the industry as a
                whole;


·
            Strength
                and diversity of management, either in place or scheduled for
                recruitment;


·
            Capital
                requirements and anticipated availability of required funds, to be
                provided by the Registrant or from operations, through the sale of
                additional securities, through joint ventures or similar arrangements
                or
                from other sources;


·
            The
                cost of participation by the Registrant as compared to the perceived
                tangible and intangible values and potentials;


·
            The
                extent to which the business opportunity can be
                advanced;


·
            The
                accessibility of required management expertise, personnel, raw materials,
                services, professional assistance and other required items;
                and


·
            Other
                relevant factors.




In
      applying the foregoing criteria, no one of which will be controlling, management
      will attempt to analyze all factors and circumstances and make a determination
      based upon reasonable investigative measures and available data. Potentially
      available business opportunities 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. Due to the Registrant's limited capital available for
      investigation, the Registrant may not discover or adequately evaluate adverse
      facts about the opportunity to be acquired.





4




No
      assurances can be given that the Company will be able to enter into a business
      combination, as to the terms of a business combination, or as to the nature
      of
      the target company.





In
      applying the foregoing criteria, no one of which will be controlling, management
      will attempt to analyze all factors and circumstances and make a determination
      based upon reasonable investigative measures and available data. Potentially
      available business opportunities 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. Due to our limited capital available for investigation, we may
      not
      discover or adequately evaluate adverse facts about the opportunity to be
      acquired.





No
      assurances can be given that we will be able to enter into a business
      combination, as to the terms of a business combination, or as to the nature
      of
      the target company.





**Form
      of Acquisition**





The
      manner in which we will participate in an opportunity will depend upon the
      nature of the opportunity, our needs and desires and the promoters of the
      opportunity, and our relative negotiating strength vis a vis such promoters.
      It
      is likely that we will acquire participation in a business opportunity through
      the issuance of our common stock or other securities. Although the terms of
      any
      such transaction cannot be predicted, it should be noted that in certain
      circumstances the criteria for determining whether or not an acquisition is
      a
      so-called "tax free" reorganization under Section 368(a)(1) of the Internal
      Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners
      of the acquired business own 80% or more of the voting stock of the surviving
      entity. If a transaction were structured to take advantage of these provisions
      rather than other "tax free" provisions provided under the Code, all prior
      stockholders would in such circumstances retain 20% or less of the total issued
      and outstanding shares.




Under
      other circumstances, depending upon the relative negotiating strength of the
      parties, prior stockholders may retain substantially less than 20% of the total
      issued and outstanding shares of the surviving entity. This could result in
      substantial additional dilution to the equity of our stockholders prior to
      such
      reorganization.




Our
      present stockholders will likely not have control of a majority of our voting
      shares following a reorganization transaction. As part of such a transaction,
      all or a majority of our directors may resign and new directors may be appointed
      without any vote by stockholders.




In
      the
      case of an acquisition, the transaction may be accomplished upon the sole
      determination of management without any vote or approval by stockholders. In
      the
      case of a statutory merger or consolidation directly involving the Company,
      it
      will likely be necessary to call a stockholders' meeting and obtain the approval
      of the holders of a majority of the outstanding shares. The necessity to obtain
      such stockholder approval may result in delay and additional expense in the
      consummation of any proposed transaction and will also give rise to certain
      appraisal rights to dissenting stockholders. Most likely, management will seek
      to structure any such transaction so as not to require stockholder approval.




It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial cost for accountants, attorneys and others. If a decision is made
      not to participate in a specific business opportunity, the costs theretofore
      incurred in the related investigation would not be recoverable. Furthermore,
      even if an agreement is reached for the participation in a specific business
      opportunity, the failure to consummate that transaction may result in the loss
      to us of the related costs incurred.




**Employees**




Except
      for our two executive officers, we presently have no employees. Our two
      executive officers are engaged in outside business activities and anticipates
      he
      will devote to our business very limited time until the acquisition of a
      successful business opportunity has been identified. We expect no significant
      changes in the number of our employees other than such changes, if any, incident
      to a business combination.




5




**Item
      1A. Risk Factors.**





**Risks
      Related to Our Business**





*There
      may be conflicts of interest between our management and our non-management
      stockholders.*




Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders.




*Our
      business is difficult to evaluate because we have no operating history.*




As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to continue as a going concern and consummate a
      business combination. The Company has had no recent operating history nor any
      revenues or earnings from operations since inception. We have no significant
      assets or financial resources. We will, in all likelihood, sustain operating
      expenses without corresponding revenues, at least until the consummation of
      a
      business combination. This may result in our incurring a net operating loss
      that
      will increase continuously until we can consummate a business combination with
      a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business combination.




*There
      is competition for private companies suitable for a merger transaction of the
      type contemplated by management.*




The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





*Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.*




The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.




*The
      company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.*




Our
      Certificate of Incorporation authorizes the issuance of a maximum of 100,000,000
      shares of common stock and a maximum of 20,000,000 shares of preferred stock.
      Any merger or acquisition effected by us may result in the issuance of
      additional securities without stockholder approval and may result in substantial
      dilution in the percentage of our common stock held by our then existing
      stockholders. Moreover, the common stock issued in any such merger or
      acquisition transaction may be valued on an arbitrary or non-arm's-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board of Directors
      has
      the power to issue any or all of such authorized but unissued shares without
      stockholder approval. To the extent that additional shares of common stock
      or
      preferred stock are issued in connection with a business combination or
      otherwise, dilution to the interests of our stockholders will occur and the
      rights of the holders of common stock might be materially and adversely
      affected.




*We
      cannot assure you that following a business combination with an operating
      business; our common stock will be listed on Nasdaq or any other securities
      exchange.*




Following
      a business combination, we may seek the listing of our common stock on Nasdaq
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business
      combination, until our common stock is listed on the NASDAQ or another stock
      exchange, we expect that our common stock would be eligible to trade on the
      OTC
      Bulletin Board, another over-the- counter quotation system, or on the "pink
      sheets," where our stockholders may find it more difficult to dispose of shares
      or obtain accurate quotations as to the market value of our common stock. In
      addition, we would be subject to an SEC rule that, if it failed to meet the
      criteria set forth in such rule, imposes various practice requirements on
      broker-dealers who sell securities governed by the rule to persons other than
      established customers and accredited investors. Consequently, such rule may
      deter broker-dealers from recommending or selling our common stock, which may
      further affect its liquidity. This would also make it more difficult for us
      to
      raise additional capital following a business combination.




6




*Authorization
      of preferred stock.*





Our
      Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**RISKS
      RELATED TO OUR COMMON STOCK**





*There
      is currently no trading market for our common stock, and liquidity of shares
      of
      our common stock is limited.*




There
      is
      no public trading market for our Common Stock. Further, no public trading market
      is expected to develop in the foreseeable future unless and until the Company
      completes a business combination with an operating business and the Company
      thereafter files a registration statement under the Securities Act. Therefore,
      outstanding shares of our Common Stock cannot be offered, sold, pledged or
      otherwise transferred unless subsequently registered pursuant to, or exempt
      from
      registration under, the Securities Act and any other applicable federal or
      state
      securities laws or regulations.




*You
      may have difficulty trading and obtaining quotations for our common
      stock.*





If
      and
      when a trading market will develop for our common stock, the common stock may
      not be actively traded, and the bid and asked prices for our common stock on
      the
      OTCBB may fluctuate widely.  As a result, investors may find it
      difficult to dispose of, or to obtain accurate quotations of the price of,
      our securities.  This severely limits the liquidity of the common
      stock, and would likely reduce the market price of our common stock and hamper
      our ability to raise additional capital.





*The
      market price of our common stock may, and is likely to continue to be, highly
      volatile and subject to wide fluctuations.*





If
      and
      when a trading marker develops for our common stock, the market price of our
      common stock is likely to be highly volatile and could be subject to wide
      fluctuations in response to a number of factors that are beyond our control,
      including:




·
            dilution
                caused by our issuance of additional shares of common stock and other
                forms of equity securities in connection with future capital financings
                to
                fund our operations and growth, to attract and retain valuable personnel
                and in connection with future strategic partnerships with other
                companies;·
            announcements
                of new acquisitions, reserve discoveries or other business initiatives
                by
                our competitors;·
            our
                ability to take advantage of new acquisitions, reserve discoveries
                or
                other business initiatives;·
            fluctuations
                in revenue from our oil and gas business as new reserves come to
                market;·
            changes
                in the market for oil and natural gas commodities and/or in the capital
                markets generally;·
            changes
                in the demand for oil and natural gas, including changes resulting
                from
                the introduction or expansion of alternative fuels;·
            quarterly
                variations in our revenues and operating expenses;·
            changes
                in the valuation of similarly situated companies, both in our industry
                and
                in other industries;·
            changes
                in analysts’ estimates affecting our Company, our competitors and/or our
                industry;·
            changes
                in the accounting methods used in or otherwise affecting our
                industry;·
            additions
                and departures of key personnel;·
            announcements
                of technological innovations or new products available to the oil
                and gas
                industry;·
            announcements
                by relevant governments pertaining to incentives for alternative
                energy
                development programs;·
            fluctuations
                in interest rates and the availability of capital in the capital
                markets;
                and·
            significant
                sales of our common stock, including sales by the investors following
                registration of the shares of common stock issued in this Offering
                and/or
                future investors in future offerings we expect to make to raise additional
                capital.





7


These
      and
      other factors are largely beyond our control, and the impact of these risks,
      singly or in the aggregate, may result in material adverse changes to the market
      price of our common stock and/or our results of operations and financial
      condition.





*We
      do
      not expect to pay dividends in the foreseeable future.*





We
      do not
      intend to declare dividends for the foreseeable future, as we anticipate that
      we
      will reinvest any future earnings in the development and growth of our
      business.  Therefore, investors will not receive any funds unless they
      sell their common stock, and stockholders may be unable to sell their shares
      on
      favorable terms or at all.  Investors cannot be assured of a positive
      return on investment or that they will not lose the entire amount of their
      investment in the common stock.





*Directors
      and officers of the Company will have a high concentration of common stock
      ownership.*





All
      5,000,000 issued and outstanding shares of the Company are currently held by
      one
      entity that is controlled by our executive management. Even if the Company
      issues additional shares, it is highly that for the foreseeable future, our
      management will continue to own a controlling interest in the Company. Such
      a
      high level of ownership by such persons may have a significant effect in
      delaying, deferring or preventing any potential change in control of the
      Company.  Additionally, as a result of their high level of ownership,
      our officers and directors might be able to strongly influence the actions
      of
      the Company’s board of directors (the “Board”) and the outcome of actions
      brought to our shareholders for approval.  Such a high level of
      ownership may adversely affect the voting and other rights of our shareholders.




*Applicable
      SEC rules governing the trading of “penny stocks” limit the trading and
      liquidity of our common stock, which may affect the trading price of our common
      stock.*





Shares
      of
      common stock may be considered a “penny stock” and be subject to SEC rules and
      regulations which impose limitations upon the manner in which such shares may
      be
      publicly traded and regulate broker-dealer practices in connection with
      transactions in “penny stocks.” Penny stocks generally are equity securities
      with a price of less than $5.00 (other than securities registered on certain
      national securities exchanges or quoted on the NASD's automated quotation
      system, provided that current price and volume information with respect to
      transactions in such securities is provided by the exchange or
      system).  The penny stock rules require a broker-dealer, prior to a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document that provides information about penny
      stocks and the risks in the penny stock market.  The broker-dealer
      must also provide the customer with current bid and offer quotations for the
      penny stock, the compensation of the broker-dealer and its salesperson in the
      transaction, and monthly account statements showing the market value of each
      penny stock held in the customer’s account.  In addition, the penny
      stock rules generally require that prior to a transaction in a penny stock,
      the
      broker-dealer make a special written determination that the penny stock is
      a
      suitable investment for the purchaser and receive the purchaser’s written
      agreement to the transaction.  These disclosure requirements may have
      the effect of reducing the level of trading activity in the secondary market
      for
      a stock that becomes subject to the penny stock rules which may
      increase the difficulty investors may experience in attempting to liquidate
      such securities.




**Item
      1B. Unresolved Staff Comments.**




None.





**Item
      2. Properties.**




The
      Company’s principal offices are located at 2120 Jadeleaf Ct., Las Vegas, NV
      89134 at no cost to the Company by one of our officers. It is anticipated that
      the Company will lease office space in the near future however no current lease
      has been negotiated.





**Item
      3. Legal Proceedings.**





The
      company is not currently involved in any legal proceedings.





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





Not
      applicable.




8


**PART
      II**




**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**




**Market
      Information**





There
      is
      currently no trading market for our common stock.





**Number
      of Stockholders**





As
      of
      April 4, 2008, there was one holder of record of our common
      stock.





**Dividend
      Policy**




Holders
      of the Company's Common Stock are entitled to receive dividends if and when
      declared by the Company’s Board of Directors out of funds legally available for
      distribution. Any such dividends may be paid in cash, property or shares of
      the
      Company’s common stock.




The
      Company has not paid any dividends since its inception, and it is not likely
      that any dividends on its Common Stock will be declared in the foreseeable
      future. Any dividends will be subject to the discretion of the Company's Board
      of Directors, and will depend upon, among other things, the operating and
      financial condition of the Company, its capital requirements and general
      business conditions.




**Description
      of Securities**





*Common
      Stock*





Our
      authorized capital consists of 100,000,000 shares of common stock, $.001 par
      value per share, of which 5,000,000 shares were issued and outstanding as of
      April 4, 2008. The following description is a summary and is qualified in its
      entirety by our Certificate of Incorporation and By-laws as currently in
      effect.





Each
      holder of common stock is entitled to receive ratable dividends, if any, as
      may
      be declared by the Board of Directors out of funds legally available for the
      payment of dividends. As of the date of this prospectus, we have not paid any
      dividends on our common stock, and none are contemplated in the foreseeable
      future. We anticipate that all earnings that may be generated from our
      operations will be used to finance our growth.




Holders
      of common stock are entitled to one vote for each share held of record. There
      are no cumulative voting rights in the election of directors. Thus the holders
      of more than 50% of the outstanding shares of common stock can elect all of
      our
      directors if they choose to do so.





The
      holders of our common stock have no preemptive, subscription, conversion or
      redemption rights. Upon our liquidation, dissolution or winding-up, the holders
      of our common stock are entitled to receive our assets pro rata.





*Preferred
      Stock*





We
      are
      also authorized to issue 20,000,000 shares of preferred stock. To date no series
      of preferred stock have been designated. The
      Board
      of Directors is authorized to provide for the issuance of shares of preferred
      stock in series and, by filing a certificate pursuant to the applicable law
      of
      Colorado, to establish from time to time the number of shares to be included
      in
      each such series, and to fix the designation, powers, preferences and rights
      of
      the shares of each such series and the qualifications, limitations or
      restrictions thereof without any further vote or action by the shareholders.
      Any
      shares of preferred stock so issued would have priority over the common stock
      with respect to dividend or liquidation rights. Any future issuance of preferred
      stock may have the effect of delaying, deferring or preventing a change in
      control of our Company without further action by the shareholders and may
      adversely affect the voting and other rights of the holders of common stock.
      At
      present, we have no plans to neither issue any preferred stock nor adopt any
      series, preferences or other classification of preferred stock.




9




The
      issuance of shares of preferred stock, or the issuance of rights to purchase
      such shares, could be used to discourage an unsolicited acquisition proposal.
      For instance, the issuance of a series of preferred stock might impede a
      business combination by including class voting rights that would enable the
      holder to block such a transaction, or facilitate a business combination by
      including voting rights that would provide a required percentage vote of the
      stockholders. In addition, under certain circumstances, the issuance of
      preferred stock could adversely affect the voting power of the holders of the
      common stock. Although the Board of Directors is required to make any
      determination to
      issue
      such stock based on its judgment as to the best interests of our stockholders,
      the Board of Directors could act in a manner that would discourage an
      acquisition attempt or other transaction that some, or a majority, of the
      stockholders might believe to be in their best interests or in which
      stockholders might receive a premium for their stock over the then market price
      of such stock. The Board of Directors does not at present intend to seek
      stockholder approval prior to any issuance of currently authorized stock, unless
      otherwise required by law or stock exchange rules. We have no present plans
      to
      issue any preferred stock.





**Item
      6. Selected Financial Data.**





Not
      applicable.





10


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




**Forward
      Looking Statements**





Some
      of
      the statements contained in this registration statement 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, that such statements, which are
      contained in this registration statement, 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; and


4.
            General
                economic conditions.




All
      written and oral forward-looking statements made in connection with this
      registration statement 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.




Our
      sole
      officer and director has not had any preliminary contact or discussions with
      any
      representative of any other entity regarding a business combination with us.
      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.




11




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
      December 31, 2007, 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.





12





**Item
      8. Financial Statements and Supplementary Data**





**BELARUS
      CAPITAL CORP.**


**FINANCIAL
      STATEMENTS**


**December
      31, 2007 and 2006**





**Contents**





Page**Report
                of Independent Registered Public Accounting Firm**
            
            
            F-1**Financial
                Statements:**Consolidated
                Balance Sheet as of December 31, 2007
            
            
            F-2Consolidated
                Statements of Operations for Years Ended December 31, 2007 and 2006
                and
                for the period from December 29, 2005 (inception) through December
                31,
                2007
            
            
            F-3Consolidated
                Statements of changes in Shareholder’s Equity (Deficit) for the Years
                Ended December 31, 2007 and 2006 and for the period from December
                29, 2005
                (inception) through December 31, 2007
            
            
            F-4Consolidated
                Statements of Cash Flows Years Ended December 31, 2007 and 2006 and
                for
                the period from December 29, 2005 (inception) through December 31,
                2007
            
            
            F-5Notes
                to Financial Statements
            
            
            F-6




13









REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To
                    the Board of Directors and Stockholders of
                  Belarus
                    Capital Corp.
                  Las
                    Vegas, Nevada






We
        have
        audited the accompanying balance sheet of Belarus Capital Corp. as of December
        31, 2007 and the related statements of operations, changes in stockholders’
equity, and cash flows for the each of the two years in the period ended
        December 31, 2007 and for the period from December 29, 2005 (inception) through
        December 31, 2007. Belarus Capital Corp.’s management is responsible for these
        financial statements. Our responsibility is to express an opinion on these
        financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Belarus Capital Corp. as of
        December 31, 2007 and the results of its operations and its cash flows for
        the
        each of the two years in the period ended December 31, 2007 and for the period
        from December 29, 2005 (inception) through December 31, 2007, in conformity
        with
        accounting principles generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 3 to the financial
        statements, the Company’s significant operating losses raise substantial doubt
        about its ability to continue as a going concern. The financial statements
        do
        not include any adjustments that might result from the outcome of this
        uncertainty.




/s/
        Rotenberg & Co., LLP
  Rotenberg
        & Co., LLP
 Rochester,
        New York
 April 14, 2008




F-1





BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)


Balance
      Sheet - Audited





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




The
      accompanying notes are an integral part of these financial
      statements





F-2





BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)


Statements
      of Operations - Audited





For thePeriod FromDecember 29,2005(Inception)ThroughYear Ended December 31,
            
            December 31,2006
            
            2007
            
            2007Revenue
            
            $
            -
            
            $
            -
            
            $
            -Expenses:General
                and administrative
            
            
            -
            
            
            20,000
            
            
            25,000Total
                costs and expenses
            
            
            -
            
            
            20,000
            
            
            25,000Net
                loss
            
            $
            -
            
            $
            (20,000
            )
            $
            (25,000
            )Net
                loss per share:Basic
                and diluted
            
            $
            -
            
            $
            (0.00
            )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





F-3





BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)


Statements
      of Changes in Stockholders' Equity - Audited


For
      the
      period from December 29, 2005 (inception) through December 31, 2007





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
            )





The
      accompanying notes are an integral part of these financial
      statements





F-4





BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)


Statements
      of Cash Flows - Audited





For thePeriod FromDecember 29,2005(Inception)ThroughYear Ended December 31,
            
            December
                31,2006
            
            2007
            
            2007Cash
                flows from operating activities:Net
                loss
            
            $
            -
            
            $
            (20,000
            )
            $
            (25,000
            )Increase
                in accrued expenses
            
            
            -
            
            
            20,000
            
            $
            20,000Shares
                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





F-5


BELARUS
      CAPITAL CORP.


(A
      Development Stage Company)





NOTES
      TO
      AUDITED FINANCIAL STATEMENTS


As
      of
      December 31, 2007





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.





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.





CASH
      EQUIVALENTS





The
      Company considers all highly liquid investments with maturity of three months
      or
      less when purchased to be cash equivalents.





INCOME
      TAXES





Income
      taxes are provided in accordance with Statement of Financial Standards No.
      109
      (“SFAS 109”) Accounting for Income Taxes. A deferred tax asset or liability is
      recorded for all temporary differences between financial and tax reporting,
      and
      net operating loss carryforwards. Deferred tax expense (benefit) results from
      the net change during the year of deferred tax assets and liabilities. Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that some portion of all of the deferred
      tax assets will be realized. Deferred tax assets and liabilities are adjusted
      for the effects of changes in tax laws and rates on the date of
      enactment.




F-6




There
      were no current or deferred income tax expenses or benefits due to the Company
      not having any material operations for the year ended December 31, 2007 or
      for
      the period from December 29, 2005 (inception) to December 31, 2007.





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’ EQUITY





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 December 31, 2007:





-  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.




F-7





**Item
      9** . **Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      9A. Controls and Procedures.**





**(a)**
                **Evaluation
                    of Disclosure Controls and
                    Procedures**





We
      have
      adopted and maintain disclosure controls and procedures (as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) that are designed to ensure that information
      required to be disclosed in our reports under the Exchange Act, is recorded,
      processed, summarized and reported within the time periods required under the
      SEC’s rules and forms and that the information is gathered and communicated to
      our management, including our Chief Executive Officer (Principal Executive
      Officer) and Chief Financial Officer (Principal Financial Officer), as
      appropriate, to allow for timely decisions regarding required
      disclosure.





As
      required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial
      Officer carried out an evaluation under the supervision and with the
      participation of our management, of the effectiveness of the design and
      operation of our disclosure controls and procedures pursuant to Exchange Act
      Rule 15d-14 as of the end of the period covered by this report. Based on the
      foregoing evaluation, they have concluded that our disclosure controls and
      procedures are effective in timely alerting them to material information
      required to be included in our periodic SEC filings and to ensure that
      information required to be disclosed in our periodic SEC filings is accumulated
      and communicated to our management, including our Chief Executive Officer and
      Chief Financial Officer, to allow timely decisions regarding required disclosure
      about our internal control over financial reporting discussed
      below.





This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission





**(b)**
            **Changes
                in Internal Control, Over Financial
                Reporting**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal year ended December 31, 2007, that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
      9B Other Information.**





None.





14





**PART
      III**





**Item
      10. Directors, Executive Officers and Corporate
      Governance.**





**Directors
      and Executive Officers**




The
      following table sets forth the names and ages of the members of our Board of
      Directors and our executive officers and the positions held by each.





**Name**
            
            **Age**
            
            **Position**Sanford
                Leavitt
            
            62
            
            Chairman,
                Chief Executive Officer and SecretaryNeil
                Roth
            
            55
            
            President,
                Chief Operating Officer, Chief Financial Officer and Director







**Sanford
      Leavitt** has been
      Vice President of Sumeeko USA, a manufacturer and wholesaler of industrial
      fasteners and fastening equipment since 2003.




**Neil
      Roth** has been
      our President and Chief Operating Officer since August 2007. He has also been
      the President and Chief Operating Officer of Xtreme Products, Inc., a designer
      and manufacturer of electric power land and water craft since that entity’s
      inception in March 2007. He has also been President of Roth Enterprises since
      2003. In addition, he has been President of Designed Diagnostics, Inc. since
      February 2006 **.**





**Section
      16(a) Beneficial Ownership Reporting Compliance.**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our officers
      and directors and those persons who beneficially own more than 10% of the
      Company’s outstanding shares of common stock to file reports of securities
      ownership and changes in such ownership with the Securities and Exchange
      Commission. Officers, directors, and greater than 10% beneficial owners are
      also
      required by rules promulgated by the SEC to furnish us with copies of all
      Section 16(a) forms they file.




Based
      solely upon a review of the copies of such forms furnished to the Company,
      except for Forms 3 that were omitted to be filed by Messrs. Leavitt and Roth,
      we
      believe that during the year ended December 31, 2007, all Section 16(a) filing
      requirements applicable to our officers, directors and greater than 10%
      beneficial owners were complied with.





**Item
      11. Executive Compensation.**





To
      date,
      the Company has not paid any compensation to its executive officers or
      directors.





15





**Item
      12. Security Ownership of Certain Beneficial Owners and
      Management**  **and
      Related Stockholder Matters** .





The
      following table sets forth certain information, as of April 1, 2008 with respect
      to the beneficial ownership of the Company’s outstanding common stock by (i) any
      holder of more than five (5%) percent; (ii) each of the named executive
      officers, directors and director nominees; and (iii) our directors, director
      nominees and named executive officers as a group. Except as otherwise indicated,
      each of the stockholders listed below has sole voting and investment power
      over
      the shares beneficially owned.





Name of Beneficial Owner
            
            Common Stock
              Beneficially
              Owned
            
            Percentage of Common
              Stock Beneficially
              Owned (1)Neil
                Roth (2)
            
            
            5,000,000
            
            
            100
            %Sanford
                Leavitt (3)
            
            
            5,000,000
            
            
            100
            %All
                officers and directors as a group (2 persons)
            
            
            5,000,000
            
            
            100
            %







(1)
            Beneficial
                ownership is determined in accordance with Rule 13d-3 of the Exchange
                Act.
                 The number of shares beneficially owned by a person includes shares
                of common stock underlying options or warrants held by that person
                that
                are currently exercisable or exercisable within 60 days of April
                1,
                2008.  The shares issuable pursuant to the exercise of those
                options or warrants are deemed outstanding for computing the percentage
                ownership of the person holding those options and warrants but are
                not
                deemed outstanding for the purposes of computing the percentage ownership
                of any other person.  The persons and entities named in the table
                have sole voting and sole investment power with respect to the shares
                set
                forth opposite that person’s name, subject to community property laws,
                where applicable, unless otherwise noted in the applicable
                footnote.  Beneficial ownership percentage calculations are
                based on 5,000,000 shares issued and outstanding as of April 1,
                2008.(2)
            Consists
                of shares held by Xtreme Products, Inc. of which Mr. Roth is an executive
                officer and director.(3)
            Consists
                of shares held by Xtreme Products, Inc. of which Mr. Leavitt is an
                executive officer and director.




16


**Item
      13. Certain Relationships and Related Transactions, and Director
      Independence.**





None





**Item
      14. Principal Accounting Fees and Services.**





**Audit
      Fees**





The
      aggregate fees billed by Rotenberg & Co., LLP, our independent auditors, for
      the audit of our annual consolidated financial statements and reviews of
      quarterly financial statements for the years ended December 31, 2007 and 2006
      was $2,500 and $1,500, respectively.





**Audit-Related
      Fees**





None





**Tax
      Fees**





None.





**All
      Other Fees**





None.





17




**PART
      IV**





**Item
      15. Exhibits and Financial Statement Schedules**





**Financial
      Statements**





Included
      herein under Item 8.




**Index
      to Exhibits**





Exhibit
                No.
            
            Description3.1
            
            Certificate
                of Incorporation (1)3.2
            
            Bylaws
                (1)3.3
            
            Form
                of common stock certificate (1)10.1
            
            Share
                Purchase Agreement dated as of August 16, 2007 between Lauren Scott
                and
                Xtreme Products, Inc. (2)





(1)
            Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB filed
                March 15, 2007(2)
            Incorporated
                by reference to the Company’s Current Report on Form 8-K filed August 21,
                2007




18




**SIGNATURES**




Pursuant
      to the requirement of Section 12 of the Securities Exchange Act of 1934, the
      registrant has duly caused this registration statement to be signed on its
      behalf by the undersigned, thereunto duly authorized.





**BELARUS
                CAPITAL CORP.**Date:
            April
                14, 2008By:
            *Sanford
                Leavitt*Sanford
                Leavitt, Chief Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of Belarus Capital Corp. and
      in
      the capacities and on the date indicated.





**Name**
            
            **Title**
            
            **Date**Sanford
                Leavitt
            
            Chief
                Executive Officer and Director (Principal Executive
                Officer)
            
            April
                14, 2008Neil
                Roth
            
            President,
                Chief Operating Officer and Director (Chief Financial and Accounting
                Officer)
            
            April
                14, 2008





19