UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 22, 2010
XTREME
GREEN PRODUCTS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52502
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26-2373311
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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2191
Mendenhall Dr. Suite 101
North Las
Vegas, NV 89081
(Address
of principal executive offices) (zip code)
(702)
233-4804
(Registrant's
telephone number, including area code)
5475 Wynn
Road, Suite 100
Las
Vegas, Nevada 89118
(Former
name or address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
On June
22, 2010, Xtreme Green Products Inc. (the “Company”) entered into an agreement
with a family trust of which Byron Georgiou, one of the Company’s directors, is
a trustee. The agreement provides for a loan to the Company in the aggregate
amount of $1,000,000 in three tranches at an annual interest rate of 12%. The
first tranche of $250,000 was advanced on July 9, 2010. The second tranche in
the amount of $500,000 will be funded on August 9, 2010. The balance is
scheduled to be released on September 9, 2010. The loans are due to be repaid on
September 8, 2011. At any time prior to that date, at the option of the lender
the loan is convertible into common stock at $0.40 per share. Upon conversion,
the lender will also receive warrants to purchase 7,500,000 shares of common
stock, as follows: a three year warrant to purchase 2,500,000 shares of common
stock at $0.40 per share; a four year warrant to purchase 2,500,000 shares at
$0.65 per share; and a five year warrant to purchase 2,500,000 shares of common
stock at $0.75 per share.
The
agreement further provides that upon completion of all advances the lender shall
be granted the right to distributorships in Central America, the United Kingdom,
Ireland, Greece, Cyprus and Alaska on terms that are no less favorable than
those applicable to lender’s distributorships in Northern Nevada, California,
Oregon and Washington.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements of business acquired.
Not
applicable.
(b)
Pro forma financial information.
Not
applicable.
(c)
Exhibits
None.
2
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Xtreme
Green Products Inc.
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July
28, 2010
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By:
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/s/ Neil
Roth
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Neil
Roth
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Chief
Financial Officer
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