Xtreme Green Electric Vehicles (XGEV) 10-Q 2008 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

OR

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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NUMBER: 000-52502

BELARUS CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Nevada	26-2373311
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2120 Jadeleaf Ct.

Las Vegas, Nevada89134

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 702-233-4804

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

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

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

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

There were 5,000,000 shares of the registrant's common stock outstanding as of August 1, 2008.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BELARUS CAPITAL CORP.

(A Development Stage Company)

Balance Sheet

	Unaudited
	June 30,			December 31,
	2008			2007
ASSETS
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses	$	30,000		$	20,000
					-
Total current liabilities		30,000			20,000
Stockholders' equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued	$	-		$	-
Common stock, $0.001 par value, 100,000,000 shares authorized,
5,000,000 shares issued and outstanding at June 30, 2008 and December 31, 2007		5,000			5,000
Additional paid-in capital		-			-
Deficit accumulated during the development stage		(35,000	)		(25,000	)
Total stockholders' deficit		(30,000	)		(20,000	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these financial statements

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BELARUS CAPITAL CORP.

(A Development Stage Company)

Statements of Operations - Unaudited

											For the
											Period From
											December 29,
											2005
											(Inception)
											Through
	Three Months Ended June 30,					Six Months Ended June 30,					June 30,
	2007		2008			2007		2008			2008
Revenue	$	-	$	-		$	-	$	-		$	-
Expenses:
General and administrative		-		5,000			-		10,000			35,000
Total costs and expenses		-		5,000			-		10,000			35,000
Net loss	$	-	$	(5,000	)	$	-	$	(10,000	)	$	(35,000	)
Net loss per share:
Basic and diluted	$	-	$	-		$	-	$	-
Weighted average common shares outstanding:
Basic and diluted		5,000,000		5,000,000			5,000,000		5,000,000

The accompanying notes are an integral part of these financial statements

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BELARUS CAPITAL CORP.

(A Development Stage Company)

Statements of Changes in Stockholders' Deficit - Unaudited

For the period from December 29, 2005 (inception) through June 30, 2008

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total
Issuance of common stock in exchange for services on December 29, 2005		5,000,000	$	5,000	$	-	$	-		$	5,000
Net loss		-		-		-		(5,000	)		(5,000	)
Balance at December 31, 2005		5,000,000		5,000		-		(5,000	)		-
Balance at December 31, 2006		5,000,000		5,000		-		(5,000	)		-
Net loss		-		-		-		(20,000	)		(20,000	)
Balance at December 31, 2007		5,000,000	$	5,000	$	-	$	(25,000	)	$	(20,000	)
Net loss		-		-		-		(10,000	)		(10,000	)
Balance at June 30, 2008		5,000,000	$	5,000	$	-	$	(35,000	)	$	(30,000	)

The accompanying notes are an integral part of these financial statements

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BELARUS CAPITAL CORP.

(A Development Stage Company)

Statements of Cash Flows - Unaudited

						For the
						Period From
						December 29,
						2005
						(Inception)
						Through
	Six Months Ended June 30,					June 30,
	2007		2008			2008
Cash flows from operating activities:
Net loss	$	-	$	(10,000	)	$	(35,000	)
Increase in accrued expenses		-		10,000			30,000
Shares issued in lieu of services		-		-			5,000
Net 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

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BELARUS CAPITAL CORP.

(A Development Stage Company)

NOTES TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2008

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The accompanying unaudited financial statements include all adjustments of a normal and recurring nature, which, in the opinion of Company’s management, are necessary to present fairly the Company’s financial position as of June 30, 2008, the results of its operations for the three and six months ended June 30, 2008 and 2007 and from the date of inception (December 29, 2005) through June 30, 2008, and cash flows for the six months ended June 30, 2008 and 2007 and from the date of inception (December 29, 2005) through June 30, 2008.

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

The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results to be expected for the full year’s operation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

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

ACCOUNTING METHOD

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

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BASIC EARNINGS (LOSS) PER SHARE

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

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

IMPACT OF NEW ACCOUNTING STANDARDS

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

NOTE 3 - GOING CONCERN

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

NOTE 4 - STOCKHOLDERS’ DEFICIT

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

The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2008:

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

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

Pursuant to the terms of a Share Purchase Agreement dated August 16, 2007, Xtreme Products, Inc. ("Xtreme") a privately held Nevada corporation purchased 5,000,000 shares of the Company’s common stock directly from Lauren Scott in a private purchase transaction in exchange for $125,000 in cash and 1.0 million shares of Xtreme common stock. At the time of the closing of this transaction, the 5,000,000 shares represented 100% of the issued and outstanding shares of common stock of the Company.

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

Forward Looking Statements

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

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

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

Company Overview

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

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

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

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

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

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

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

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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 June 30, 2008, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company. Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

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

Off-Balance Sheet Arrangements

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

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Item 3. Controls and Procedures.

As of June 30, 2008, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with Exchange Act Rules 13a-15(e) and 15d - 15(e). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of that date our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None

Item 3. Defaults Upon Senior Securities.

None.

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

On May 30, 2008, the sole shareholder of the Company approved the following actions:

(i) The adoption of the 2008 Incentive Stock Option Plan.

(ii) The reincorporation of the Company from a Colorado corporation to a Nevada corporation.

The 2008 Incentive Stock Option Plan does not become effective until the reincorporation is finalized.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

* Filed herewith.

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SIGNATURES

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

	BELARUS CAPITAL CORP.
Date: August 7, 2008	By:	/s/ Sanford Leavitt
		Sanford Leavitt Chief Executive Officer
Date: August 7, 2008	By:	/s/ Neil Roth
		Neil Roth Chief Financial Officer

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