UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

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

For the quarterly period ended: June
30, 2013

or

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

For the transition period from: ______
to ______

_________________

XR
ENERGY INC.

(Exact name of registrant as specified in its
charter)

_________________

|Nevada                            | 333-178156   | 27-0851973         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

373 Smithtown Bypass, Suite 198 Hauppauge,
NY 11788
(Address of Principal Executive Offices) (Zip Code)

(631)-913-8090
(Registrant’s telephone number, including area code)

N/A
(Former name or former address and former fiscal year, if changed since last report)

_________________

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 xNo q

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes xNo q

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

|Large accelerated filer q | Accelerated filer q | Non-accelerated filer q | 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 q No x

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 22,818,800 shares of common stock issued and outstanding as of August
12, 2013.













TABLE OF CONTENTS

|                                                                                              |  |  |    | 
|--------------------------------------------------------------------------------------------- |  |  | -- | 
|                                                                                              |  |  |    | 
|PART I - Financial Information                                                                |  |  | 1  | 
|                                                                                              |  |  |    | 
|Item 1. Financial Statements                                                                  |  |  | 1  | 
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  |  | 7  | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 9  | 
|Item 4. Controls and Procedures                                                               |  |  | 9  | 
|                                                                                              |  |  |    | 
|PART II – Other Information                                                                   |  |  | 9  | 
|                                                                                              |  |  |    | 
|Item 1. Legal Proceedings                                                                     |  |  | 10 | 
|Item 1A. Risk Factors                                                                         |  |  | 10 | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  |  | 10 | 
|Item 3. Defaults Upon Senior Securities                                                       |  |  | 10 | 
|Item 4. Mine Safety Disclosures                                                               |  |  | 10 | 
|Item 5. Other Information                                                                     |  |  | 10 | 
|Item 6. Exhibits                                                                              |  |  | 10 | 
|SIGNATURES                                                                                    |  |  | 11 | 















PART
I. FINANCIAL INFORMATION

Safe
Harbor Statement

This
report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking
statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items;
any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed
new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief;
and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks
and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These
forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: growth and
anticipated operating results; developments in our markets and strategic focus; product development and reseller relationships
and future economic and business conditions. Our actual results could differ materially from those anticipated in such forward-looking
statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we
assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of
operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles
generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto
included elsewhere herein.

ITEM
1. Financial Statements

The
unaudited interim financial statements of XR Energy, Inc. (the “Company,” “XR,” “we,” “our,”
or “us”) follow. All currency references in this report are in U.S. dollars unless otherwise noted.

XR
Energy, Inc.

Unaudited

(Expressed in U.S. Dollars)

June 30, 2013

|Unaudited Balance Sheets                    | 2
|------------------------------------------- | -
|Unaudited Statements of Operations          | 3
|Unaudited Statement of Stockholders Equity  | 4
|Unaudited Statements of Cash Flows          | 5
|Unaudited Notes to the Financial Statements | 6







1









|XR Energy, Inc.                                                                                                                                   |                      
|------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|Balance Sheets                                                                                                                                    |                      
|As of June 30, 2013 (Unaudited) and
        December 31, 2012                                                                                     |                      
|                                                                                                                                                  | June 30,
        2013
|                                                                                                                                                  | (Unaudited)          
|ASSETS                                                                                                                                            |                      
|                                                                                                                                                  |                      
|Current assets                                                                                                                                    |                      
|Cash and cash equivalents                                                                                                                         | $1,168               
|Accrued commissions receivable                                                                                                                    | --                   
|Total current assets                                                                                                                              | 1,168                
|Total Assets                                                                                                                                      | 1,168                
|                                                                                                                                                  |                      
|                                                                                                                                                  |                      
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                              |                      
|                                                                                                                                                  |                      
|Current liabilities:                                                                                                                              |                      
|Accounts payable and accrued expenses                                                                                                             | $8,456               
|Note payable - officer                                                                                                                            | 22,500               
|Total current liabilities                                                                                                                         | 30,956               
|Long-term liabilities:                                                                                                                            |                      
|Due to officer                                                                                                                                    | 1,250                
|Total Liabilities                                                                                                                                 | 32,206               
|                                                                                                                                                  |                      
|                                                                                                                                                  |                      
|Stockholders' Equity                                                                                                                              |                      
|Common stock, $0.0001 par value; 100,000,000 shares authorized, 22,818,800 shares issued and outstanding as of June 30, 2013 and December 31,2012 | 2,282                
|Additional paid in capital                                                                                                                        | 54,418               
|Accumulated deficit                                                                                                                               | (87,738)             
|Total Stockholders' Equity (Deficit)                                                                                                              | (31,038)             
|Total Liabilities and Stockholders' Equity                                                                                                        | 1,168                
|                                                                                                                                                  |                      



See accompanying notes
to financial statements





2







|XR Energy, Inc.                                           | 
|--------------------------------------------------------- | 
|Statements of Operations                                  | 
|For the Three and Six Months Ended June 30, 2013 and 2012 | 
|(Unaudited)                                               | 
|                                                          | 
|                                                          | 
|                                                          | 
|Revenues                                                  | 
|Total revenues                                            | 
|                                                          | 
|Operating expenses                                        | 
|General and administrative:                               | 
|Professional fees                                         | 
|Transfer agent fees                                       | 
|Rent and utilities                                        | 
|Filing fees                                               | 
|Advertising and promotion                                 | 
|Corporate income taxes                                    | 
|Bank charges                                              | 
|Interest expense                                          | 
|Total operating expenses                                  | 
|Net profit (loss)                                         | 
|                                                          | 
|Net profit (loss) per share - basic and diluted           | 
|                                                          | 
|Weighted average shares outstanding:                      | 
|Basic and diluted                                         | 
|                                                          | 



See accompanying notes to financial
statements



3







|XR Energy, Inc.                                         
|--------------------------------------------------------
|Statement of Stockholders' Equity                       
|For the Six Months Ended June 30, 2013                  
|(Unaudited)                                             
|                                                        
|                                                        
|Balances at December 31, 2012                           
|Net profit (loss) for the six months ended June 30, 2013
|Balances at June 30, 2013 (Unaudited)                   



See accompanying notes to financial statements







4







|XR Energy, Inc.                                                                                
|-----------------------------------------------------------------------------------------------
|Statements of Cash Flows                                                                       
|For the Six Months Ended June 30, 2013 and 2012                                                
|(Unaudited)                                                                                    
|                                                                                               
|                                                                                               
|                                                                                               
|Cash Flows from Operating Activities:                                                          
|Net Profit (Loss)                                                                              
|Adjustments to reconcile net profit (loss) to net cash provided (used) by operating activities:
|Changes in operating assets and liabilities:                                                   
|Accrued commissions receivable                                                                 
|Prepaid consulting                                                                             
|Accounts payable and accrued expenses                                                          
|Total adjustments                                                                              
|Net cash provided by (used in) operating activities                                            
|                                                                                               
|Cash Flows From Financing Activities:                                                          
|Increase in note payable – related party                                                       
|Net cash provided by financing activities                                                      
|                                                                                               
|Net increase (decrease) in cash and cash equivalents                                           
|                                                                                               
|Cash and cash equivalents, beginning of the period                                             
|Cash and cash equivalents, end of the period                                                   
|                                                                                               
|Supplemental Disclosures:                                                                      
|Interest and taxes paid:                                                                       
|Cash paid for interest expense                                                                 
|Cash paid for income taxes                                                                     



See accompanying notes to financial statements







5







XR
Energy, Inc.

Notes
To Financial Statements

For
The Three and Six Months Ended June 30, 2013 and 2012 (Unaudited)



(1)
Organization and Business Description

XR
Energy, Inc. (“XR” or the “Company”) was incorporated under the laws of the State of Nevada

on
August 31, 2009. XR offersenergy consulting services to smaller sized middle market companies
in the New York Metropolitan Area. The Company also earns a commission from the related utility, or Energy Service Company (“ESCO”),
for energy supply brokered and sold to its customers.

Going
Concern Uncertainty

The
accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United
States of America, which contemplates the Company continuing as a going concern. As of June 30, 2013, the Company had cash of
$1,168 and a working capital deficit of $29,788. For the period August 31, 2009 (inception) through June 30, 2013, the Company
had minimal revenues and a cumulative net loss of $87,738. These factors raise substantial doubt as to the ability of the Company
to continue as a going concern. However, the Company plans to improve its financial condition by raising additional capital by
selling shares of its common stock. Also, the Company plans to pursue new customers and acquisition prospects in order to attain
profitable operations. However, there is no assurance that the Company will be successful in accomplishing these objectives. The
financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going
concern.



(2)
Interim Financial Statements

The
accompanying unaudited interim financial statements of XR Energy, Inc. (the “Company”) have been prepared by management
in accordance with accounting principles generally accepted in the United States of America for interim financial information
and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, they
do not include all information and footnotes required by generally accepted accounting principles for annual audited financial
statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

The
results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for
the year ending December 31, 2013. The accompanying unaudited interim financial statements should be read in conjunction with
the Company’s audited financial statements and notes related thereto for the years ended December 31, 2011 and 2012 included
in our Form 10-K filed with the SEC.



(3) 
Related Party Transactions

Included
in Accounts Payable and Accrued Expenses at December 31, 2012 and June 30, 2013 is $6,300 and $7,350, respectively, due to a Company,
which is owned by a founding shareholder and officer of XR, for rent and related costs for office space utilized by XR under a
verbal month-to-month agreement.



(4)
Note Payable – Officer

On
May 10, 2012, the Company executed a Promissory Note payable to the Chief Executive Officer (the “Holder”). The Promissory
Note provides that until May 10, 2013, upon two business days prior written notice to the Holder, the Company may borrow from
the Holder, from time to time, any amount in increments of up to $5,000, provided that the aggregate principal amount outstanding
under this note shall not exceed $25,000 and the Holder shall not be obligated to make any advances if an Event of Default has
occurred and is continuing. The Promissory Note accrues interest at a rate of 5% per annum (default rate of 15% per annum) and
is due no later than September 13, 2013, one year from the date the loan was first made. As of June 30, 2013, the Company has
borrowed $22,500 and has accrued interest in the amount of $513 related to this Promissory Note.









6











(5)
Due To Officer

Due
to Officer of $1,250 at June 30, 2013 and December 31, 2012 represents monies advanced to the Company by a major shareholder of
the Company for the purpose of providing working capital for the business. The amount due is non-interest bearing and is payable
on demand. The balance has been classified as a Long-term Liability because a demand for payment is not expected currently.



(6) 
Commitments and Contingencies

Rental
Agreement



The
Company rents office space from a related party (see Note 3)under a month-to-month agreement which provides for rent of
$175 per month.

Major
Source of Revenue

One
utility accounted for 100% of Commissions Revenue for the six months ended June 30, 2013 and 2012.

Conflicts
of Interests

The
Chief Executive Officer of the Company is currently involved in other business activities and may become involved in additional
business opportunities in the future. As such, he may face a conflict in selecting between the Company and his other business
interests. The Company has not formulated a policy for the resolution of such conflicts.



(7)
– STOCKHOLDERS’ EQUITY



The
Company is authorized to issue up to 100,000,000 shares of its $0.0001 common stock.



At
June 30, 2013 and December 31, 2012, there were 22,818,800 shares issued and outstanding.



During
the six months ended June 30, 2013, the Company did not issue any shares of common stock.



(8)
- SUBSEQUENT EVENTS

In
accordance with ASC 855, Subsequent Events, we have evaluated subsequent events through August __, 2013, the date of available
issuance of these audited financial statements. During this period, we did not have any material recognizable subsequent events.



Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations



As used in this Form 10-Q, references to “XR Energy,”
the “Company,” “we,” “our” or “us” refer to XR Energy Inc. unless the context otherwise
indicates.













7









Forward-Looking
Statements

The
following discussion and analysis and results of operations should be read in conjunction with our unaudited financial statements
and accompanying notes and the other financial information which are included elsewhere in this Form 10-Q (the “Report”).
This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.

For
a description of such risks and uncertainties, refer to our Registration Statement on Form S-1 which was declared effective by
the Securities and Exchange Commission on July 19, 2012 (registration statement no. 333-178156). While these forward-looking statements,
and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.We assume no obligation to update forward-looking statements, except as otherwise
required under the applicable federal securities laws.



Business
Overview

We
were formed to offer energy consulting services to smaller sized middle market companies, which are companies generating less
than $5,000,000 a year in revenues. The Company will analyze customer’s energy consumption and recommend energy saving solutions.



Results
of Operations

Comparison
of Three Months Ended June 30, 2013 and 2012:

Revenues

For
the three months ended June 30, 2013, we had $1,128 in revenues as compared to $2,298 of revenues for the three months ended June
30, 2012. These revenues were collected from East Coast Power, LLC.



Total
operating expenses

For
the three months ended June 30, 2013 total operating expenses were $5,234 which consisted primarily of $3,380 for professional
fees and $525 for rent and utilities, as compared to $9,764 of operating expenses for the three months ended June 30, 2012 which
consisted primarily of $8,338 for professional fees and $525 for rent and utilities. The decrease increase in operating expenses
was primarily as a result of the decrease in professional fees.



Net
loss

Net
loss for the three months ended June 30, 2013 was $4,106 as compared to net loss of $7,466 for the three months ended June 30,
2012. The decrease in net loss was primarily the result of a decrease in the amount of professional fees.



Comparison
of Six Months Ended June 30, 2013 and 2012:

Revenues



For
the six months ended June 30, 2013, we had $2,905 in revenues as compared to $3,743 of revenues for the six months ended June
30, 2012. These revenues were collected from East Coast Power, LLC.



Total
operating expenses

For
the six months ended June 30, 2013 total operating expenses were $22,583 which consisted primarily of $10,130 for professional
fees, $10,222 for transfer agent fees and $1,050 for rent and utilities, as compared to $12,514 of operating expenses for the
six months ended June 30, 2012 which consisted primarily of $10,338 for professional fees and $1,050 for rent and utilities. The
increase in operating expenses was primarily as a result of the increase in transfer agent fees.









8







Net
loss

Net
loss for the six months ended June 30, 2013 was $19,678, as compared to net loss of $8,771 for the six months ended June 30, 2012.
The increase in net loss was primarily the result of an increase in the amount of transfer agent fees.



Liquidity
and Capital Resources

As
of June 30, 2013, the Company had a cash balance of $1,168.  From September 2010 through July 2011 the Company sold
an aggregate of 118,800 shares of its common stock in a private placement and raised gross proceeds of $29,700. The Company
believes that such funds will be insufficient to fund its expenses over the next twelve months. There can be no assurance that
additional capital will be available to the Company.

On
May 10, 2012, the Company executed a Promissory Note payable to Anthony Muratore, our president and a director. The note provides
that until May 10, 2013, upon two business days' prior written notice to Mr. Muratore, we could borrow, from time to time, any
amounts in increments of up to $5,000, provided that the aggregate principal amount outstanding under this note does not exceed
$25,000. The note bears interest at a rate of 5% (default rate of 15%) and is due no later than September 13, 2013, one year
from the date the loan was first made. As of June 30, 2013 the Company has borrowed a total of $22,500 from Mr. Muratore.

The
Company currently has no other agreements, arrangements or understandings with any person to obtain funds through bank loans,
lines of credit or any other sources.  Since the Company has no significant arrangement or plan currently in effect, its
inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

We
currently have no other commitments with any person for any capital expenditures.



Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements.



CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Michael
T. Studer CPA P.C. is our auditors. There have not been any changes in or disagreements with accountants on accounting and financial
disclosure or any other matter.



Item
3. Quantitative and Qualitative Disclosures About Market Risk

As
a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required
by this Item 3.



Item
4. Controls and Procedures

Evaluation
of Disclosure Controls and Procedures

Under
the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,
as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this
report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial
officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information
relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated
to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. Based on our evaluation, management concluded that our internal control over financial reporting
was effective as of June 30, 2013.









9









Changes
in Control Over Financial Reporting

During
our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term
is defined in Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.



PART
II - OTHER INFORMATION



Item
1. Legal Proceedings

There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company,
any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.



Item
1A. Risk Factors

As
a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required
by this Item 1A.



Purchases
of equity securities by the issuer and affiliated purchasers

None.



Item
2. Unregistered Sale of Securities and Use of Proceeds

None.



Item
3. Defaults upon Senior Securities

None.



Item
4. Mine Safety Disclosures.

Not
applicable.



Item
5. Other information

None.



Item
6. Exhibits

|Exhibit No. | Description                                                                                 | Location                                                                                                      
|----------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation of XR Energy, Inc                                                 | Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011              
|3.2         | By-laws of XR Energy, Inc                                                                   | Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011              
|4.1         | Promissory Note                                                                             | Incorporated by reference to Exhibit 4.1 to Registrant’s Amendment No. 1 to SEC Form S-1 filed on May 15, 2012
|10.1        | Consulting Agreement dated September 22, 2009 between XR Energy Inc. and RJB Consulting Inc | Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011              



|10.2    | Consulting Agreement dated September 22, 2009 between XR Energy Inc. and Stephen Giametta                        | Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011                 
|------- | ---------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|10.3    | Consulting Agreement dated September 22, 2009 between XR Energy Inc. and Andew Vicari                            | Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011                 
|10.4    | Compensation Agreement dated August 2, 2010 between XR Energy Inc. and East Coast Power, LLC                     | Incorporated by reference to Exhibit 10.5 to Registrant’s Amendment No. 3 to SEC Form S-1 filed on June 29, 2012.
|10.5    | Representative & Fee Agreement dated May 23, 2012 between Lexington Power & Light LLC. and East Coast Power, LLC | Incorporated by reference to Exhibit 10.5 to Registrant’s Amendment No. 3 to SEC Form S-1 filed on June 29, 2012.
|31.1    | Rule 13a-14(a)/15d-14(a) Certifications of Anthony Muratore, President                                           | Filed herewith.                                                                                                  
|31.2    | Rule 13a-14(a)/15d-14(a) Certifications of Tara Muratore, Treasurer                                              | Filed herewith.                                                                                                  
|32.1    | Section 1350 Certifications of Anthony Muratore, President                                                       | Filed herewith.                                                                                                  
|32.2    | Section 1350 Certifications of Tara Muratore, Treasurer                                                          | Filed herewith.                                                                                                  
|101.INS | XBRL Instance Document**                                                                                        
|101.SCH | XBRL Taxonomy Extension Schema Document**                                                                       
|101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document**                                                         
|101.DEF | XBRL Taxonomy Extension Definition Linkbase Document**                                                          
|101.LAB | XBRL Taxonomy Extension Label Linkbase Document**                                                               
|101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document**                                                        
|        |                                                                                                                  |                                                                                                                  

*Filed herewith.

**Furnished herewith.







10











SIGNATURES

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



|Date:
    August 12, 2013 | XR ENERGY, INC .
|------------------------- | ----------------
|                          | By              
|                          |                 









11





Exhibit 31.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY
ACT OF 2002

I, Anthony Muratore,
certify that:

|1. |  | I have reviewed the quarterly report on Form 10-Q for the quarterly period ended June 30, 2013 of XR Energy Inc. (the “registrant”);                                                                                                                                                                                                                                          | 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                    | 
|3. |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                                                                                       | 
|4. |  | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:                                       | 
|a. |  | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | 
|b. |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;        | 
|c. |  | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                            | 
|d. |  | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and                                                                | 
|5. |  | The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):                                                                             | 
|a. |  | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and                                                                                                    
|b. |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.                                                                                                                                                                                                   
|   |  |                                                                                                                                                                                                                                                                                                                                                                               | 



|Date:
    August 12, 2013 | XR ENERGY, INC .
|------------------------- | ----------------
|                          | By              
|                          |                 







12





Exhibit 31.2



CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY
ACT OF 2002

I, Tara Muratore, certify that:

|1. |  | I have reviewed the quarterly report on Form 10-Q for the quarterly period ended June 30, 2013 of XR Energy Inc. (the “registrant”);                                                                                                                                                                                                                                          | 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                                    | 
|3. |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                                                                                       | 
|4. |  | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:                                       | 
|a. |  | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | 
|b. |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;        | 
|c. |  | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                            | 
|d. |  | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and                                                                | 
|5. |  | The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):                                                                             | 
|a. |  | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and                                                                                                    
|b. |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.                                                                                                                                                                                                   
|   |  |                                                                                                                                                                                                                                                                                                                                                                               | 



|Date: August 12, 2013 | XR ENERGY INC.
|--------------------- | --------------
|                      | By            
|                      |               







13





Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002



The undersigned, Anthony Muratore, President and Director of
XR Energy Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for
the quarter ended June 30, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results
of operations of the Company.



|Date:
    August 12, 2013 | XR ENERGY, INC .
|------------------------- | ----------------
|                          | By              
|                          |                 



This certification accompanies the Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be
deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required
by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.





14









Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002



The undersigned, Tara Muratore, Treasurer, Secretary
and Director of XR Energy Inc. (the “Company”), certifies, under the standards set forth and solely for the purposes
of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q
of the Company for the quarter ended June 30, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition
and results of operations of the Company.

|Date: August 12, 2013 | XR ENERGY INC.
|--------------------- | --------------
|                      | By            
|                      |               

This certification accompanies the Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be
deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required
by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.