U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB


     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934

         For the quarterly period ended September 30, 2003
                                        ------------------

     [ ] Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from __________ to __________

                         Commission File Number 0-49659

                                    XRG, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                DELAWARE                                58-2583457
                --------                                ----------
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

               5301 Cypress Street, Suite 111 Tampa, Florida 33607
               ---------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 637-0700
                                  -------------
                           (Issuer's Telephone Number)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such a
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       No X
     ---    ---

         The number of shares outstanding of the Issuer's Common Stock, $.001
Par Value, as of November 21, 2003 was 22,194,044.

         Transitional Small Business Disclosure Format:

Yes       No  X
     ---     ---



<PAGE>

                           XRG, Inc. and Subsidiaries

                   Condensed Consolidated Financial Statements

       Three and Six Months Ended September 30, 2003 and 2002 (Unaudited)









                                    Contents
                                                                           Page
Part I - Financial Information                                             ----

Item 1.  Financial Statements

Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheet as of  September 30, 2003 (Unaudited).....2

Condensed Consolidated Statements of Operations for the Three and Six Months
 Ended September 30, 2003 and 2002 (Unaudited).................................3

Condensed Consolidated Statements of Changes in Stockholders' Equity
 for the Six Months Ended to September 30, 2003 (Unaudited)....................4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 September 30, 2003 and 2002 (Unaudited).......................................5

Notes to Condensed Consolidated Financial Statements...........................6


Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................11

Item 3.  Controls & Procedures................................................15

Part II - Other Information

Item 1. Legal Proceedings.....................................................16

Item 2. Change in Securities and Use of Proceeds..............................17

Item 3. Defaults Upon Senior Securities.......................................17

Item 5. Other Information.....................................................17

Item 6. Exhibits..............................................................18

Signatures....................................................................18

                                       i
<PAGE>

                          XRG, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                               September 30, 2003
                                   (unaudited)

<TABLE>
<S>                                                                               <C>
Assets
Current assets:
   Cash                                                                            $             69,615
   Advances to J. Bently Companies, Inc.                                                        355,758
                                                                                     -------------------
Total current assets                                                                            425,373

Equipment, net of accumulated depreciation                                                       54,380

Transportation equipment deposits                                                             1,200,000
Acquisition deposits                                                                            200,000
                                                                                     -------------------
                                                                                              1,400,000

                                                                                   $          1,879,753
                                                                                     ===================


Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable including related party payables of $76,710                                  97,549
   Accrued expenses                                                                              44,795
   Related party advances                                                                        39,126
   Current portion of long term debt                                                             70,000
                                                                                     -------------------
Total current liabilities                                                                       251,470
                                                                                     -------------------

Long-term liabilities:
   Convertible notes payable; net of unamortized discount
     of  $129,046                                                                               340,954
                                                                                     -------------------
Total long-term liabilities                                                                     340,954
                                                                                     -------------------

                                                                                     -------------------
Total liabilities                                                                               592,424
                                                                                     -------------------

Stockholders' equity:
   Series A Preferred stock; $.001 par value; 5,000,000 shares authorized;
     5,000,000 shares issued and outstanding                                                      5,000
   Preferred stock; $.001 par value; 45,000,000 shares authorized;
     0 shares issued and outstanding
   Common stock; $.001 par value; 100,000,000 shares authorized;
     22,194,044 shares issued and outstanding                                                    22,195
   Common stock payable                                                                           4,955
   Additional paid-in capital                                                                19,528,945
   Stock subscription receivable                                                                 (5,000)
   Accumulated deficit for unrelated dormant operations                                     (15,405,274)
   Accumulated deficit                                                                       (2,863,492)
                                                                                     -------------------
Total stockholders' equity                                                                    1,287,329
                                                                                     -------------------

                                                                                   $          1,879,753
                                                                                     ===================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       2
<PAGE>

                           XRG, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>


                                                        Three Months Ended September 30,          Six Months Ended September 30,
                                                     -------------------------------------    -------------------------------------
                                                           2003                  2002               2003                  2002
                                                     ---------------       ---------------    ---------------       ---------------

<S>                                                <C>                   <C>                <C>                   <C>
Revenues                                           $        298,225      $        230,702            298,225      $        455,650

Cost of operations                                           22,970               233,850             22,970               483,483
                                                     ---------------       ---------------    ---------------       ---------------

Gross profit (loss)                                         275,255                (3,148)           275,255               (27,833)

Selling, general and administrative
      expenses                                            1,063,135               122,464          1,225,625               195,482
                                                     ---------------       ---------------    ---------------       ---------------

                                                           (787,880)             (125,612)          (950,370)             (223,315)

      Interest expense                                     (154,969)              (24,883)          (620,740)              (46,895)
                                                     ---------------       ---------------    ---------------       ---------------

Net loss                                           $       (942,849)     $       (150,495)        (1,571,110)     $       (270,210)
                                                     ===============       ===============    ===============       ===============

Basic loss per share                               $          (0.05)     $          (0.02)             (0.11)     $          (0.03)
                                                     ===============       ===============    ===============       ===============

Weighted average number of
      common shares outstanding                          17,435,202             9,262,912         13,865,017             9,262,912
                                                     ===============       ===============    ===============       ===============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       3
<PAGE>

                           XRG, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity

                       Six Months Ended September 30, 2003
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                                 Accumulated
                             Common Stock                           Preferred Stock              Deficit for
                         ------------------  Common        Stock    ----------------- Additional  Unrelated
                         Number of           Stock     Subscription Number of         Paid-in    Dormant    Accumulated
                          Shares     Amount  Payable     Receivable   Shares   Amount  Capital    Operations   Deficit       Total
                        ---------  --------  -------  ------------ --------- ------ ---------  ------------   --------    ---------
<S>                      <C>       <C>      <C>        <C>        <C>       <C>   <C>          <C>           <C>         <C>
Balance, March 31, 2003  10,649,776 $10,650 $ 57,648   $       -          - $  -  $15,652,648  $(15,405,274) $(1,292,382) $(976,710)

XRG, Inc. preferred
 stock issued                                             (5,000) 5,000,000 5,000                                                 -

XRG, Inc. stock issued
 for note conversion     1,506,000    1,506                                           751,494                               753,000

XRG, Inc. stock issued     243,570      244  (57,648)                                  57,404                                     -
 for interest

XRG, Inc. stock to be
 issued for interest                           4,955                                                                          4,955

XRG, Inc. stock issued
 for cash                1,605,000    1,605                                           401,763                               403,368

XRG, Inc. stock issued
 for warrant             4,732,000    4,732                                            (4,732)                                    -
 conversion

XRG, Inc. stock issued
 for options               550,000      550                                                 -                                   550
 exercised at $.001

XRG, Inc. stock issued
 for deposit             1,150,000    1,150                                         1,148,850                             1,150,000
 on transportation
 equipment

XRG, Inc. stock issued
 for acquisition           200,000      200                                           199,800                               200,000
 deposit

XRG, Inc. stock issued
   for services at $.55  1,557,698    1,558        -           -          -     -     854,518             -           -     856,076

Beneficial conversion
   feature of convertible
   debt                                                                               467,200                               467,200

Net loss for the period          -        -        -           -          -     -           -             -  (1,571,110) (1,571,110)
                         --------- --------  -------  ------------ --------- ------ ---------  ------------   --------    ---------
Balance,
 September 30, 2003     22,194,044  $22,195   $4,955     $(5,000) 5,000,000 $5,000 $19,528,945 $(15,405,274) $(2,863,492) $1,287,329
                         ========= ========  =======  ============ ========= ====== =========  ============   ========    =========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       4
<PAGE>



                           XRG, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                Six Months Ended September 30,
                                                                             --------------------------------------
                                                                                   2003                 2002
                                                                             ------------------   -----------------

<S>                                                                        <C>                   <C>
Operating activities
       Net loss                                                                   $ (1,571,110)         $ (270,210)
                                                                             ------------------   -----------------

       Adjustments to reconcile net loss to net cash used by operating
         activities:
             Depreciation and amortization                                               6,811               1,160
             Common stock issued for services                                          856,076                   -
             Stock issued in lieu of interest                                            4,955                   -
             Amortization of discount on convertible notes                             551,798                   -
             (Increase) decrease in:
               Accounts receivable                                                           -              (5,393)
               Prepaid expenses                                                              -             (12,006)
             Increase (decrease) in:
               Accounts payable                                                         40,827             (17,297)
               Accrued expenses                                                          9,340              20,399
                                                                             ------------------   -----------------
         Total adjustments                                                           1,469,807             (13,137)
                                                                             ------------------   -----------------

                                                                             ------------------   -----------------
         Net cash used by operating activities                                        (101,303)           (283,347)
                                                                             ------------------   -----------------

Investing activities
       Purchase of equipment                                                            (1,305)             (9,350)
       Deposit on purchase of transportation equipment                                 (50,000)                  -
                                                                             -------------------  -----------------
       Net cash used by investing activities                                           (51,305)             (9,350)
                                                                             ------------------   -----------------

Financing activities
       Increase in advances to J. Bently Companies, Inc.                              (355,758)                  -
       Net (payments) borrowings on stockholder
           advances                                                                      7,500             (21,000)
       Proceeds from common stock issued                                               403,918                   -
       Proceeds from issuance of notes payable                                         170,000             163,000
       Principal payments on notes payable                                             (20,000)            (25,000)
                                                                             ------------------   -----------------
       Net cash provided by financing activities                                       205,660             117,000
                                                                             ------------------   -----------------

       Net increase (decrease) in cash                                                  53,052            (175,697)

       Cash at beginning of period                                                      16,563             315,179
                                                                             ------------------   -----------------

       Cash at end of period                                                          $ 69,615           $ 139,482
                                                                             ==================   =================
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.

                                       5
<PAGE>


                           XRG, Inc. and Subsidiaries


           Condensed Consolidated Statements of Cash Flows (Unaudited)




                                                         Six Months Ended
                                                           September 30,
                                                     2003              2002
                                                --------------------------------
Supplemental disclosures of cash flow
    information and noncash investing
    and financing activities:
        Cash paid during the period for interest    $36,188           $21,931
                                                ================================


     During the six months  ended  September  30, 2003,  the Company  recorded a
     discount on  convertible  notes  payable of $130,000  which  related to the
     beneficial  conversion feature of the notes payable and the warrants issued
     with these  notes.  The  discount is being  amortized  over the life of the
     related notes.

     During the period  ended  September  30,  2003,  the Company  entered  into
     agreements  with note  holders to convert  $753,000 in notes  payable  into
     1,506,000 shares of common stock. The holders of the notes have surrendered
     the outstanding notes solely for common stock of the Company.  These shares
     were issued in  September  2003.  The  Company  recognized  the  beneficial
     conversion  feature of these notes which  totaled  $337,200  for the period
     ended September 30, 2003.

     During  the  period  ended  September  30,  2003,  4,732,000  shares of the
     Company's common stock were issued in exchange for warrants. These warrants
     were exchanged for a like number of shares of common stock on a one for one
     basis for no additional  consideration in connection with the conversion of
     the notes.

     The  Company  issued  1,150,000  shares of common  stock  for  deposits  on
     transportation equipment purchased from J. Bently Companies, Inc.

     The Company issued  200,000 shares for a deposit on the  acquisition of R&R
     Express Intermodal, Inc.


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                       6
<PAGE>

                           XRG, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

       Three and Six Months Ended September 30, 2003 and 2002 (Unaudited)


1.      Condensed Consolidated Financial Statements

In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three and six months ended September 30, 2003 and 2002, (b)
the financial position at September 30, 2003, and (c) cash flows for the
six-month periods ended September 30, 2003 and 2002, have been made.

The unaudited condensed consolidated financial statements and notes are
presented as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in condensed consolidated financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted. The accompanying condensed
consolidated financial statements and notes should be read in conjunction with
the audited financial statements and notes of the Company for the fiscal year
ended March 31, 2003. The results of operations for the six-month periods ended
September 30, 2003 and 2002 are not necessarily indicative of those to be
expected for the entire year.

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis which contemplates continuity of operations and
realization of assets and liquidation of liabilities in the ordinary course of
business. Because of significant operating losses, the Company's ability to
continue as a going concern is dependent upon its ability to obtain sufficient
additional financing and, ultimately, upon future profitable operations. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.

Prior to the quarter ended September 30, 2003, the Company devoted substantially
all of its efforts to establishing its freight transportation business and,
therefore, has been in the development stage since 1999. During the quarter
ended September 30, 2003, the Company's planned principal operations commenced
and significant revenues were realized which allowed the Company to emerge from
its development stage status.

2.      Per Share Calculations

Per share data was computed by dividing net loss by the weighted average number
of shares outstanding during the three and six months ended September 30, 2003
and 2002. The weighted average shares outstanding for the three and six months
ended September 30, 2003 was 17,435,202 and 13,865,017 as compared to 9,262,912
for the three and six months ended September 30, 2002.

3.      Notes Payable

Please refer to the audited consolidated financial statements consisting of the
Company's consolidated balance sheet as of March 31, 2003 and the related
consolidated statements of operations, changes in stockholders' deficit, and
cash flows for the year then ended.

                                       7
<PAGE>


                           XRG, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

       Three and Six Months Ended September 30, 2003 and 2002 (Unaudited)

3.  Notes Payable (continued)

During the six months ended September 30, 2003, the Company issued $170,000 of
convertible notes payable. In connection with the notes, the Company issued
detachable warrants to purchase 340,000 shares of the Company's restricted
common stock. The Company issued 340,000 shares of common stock during the
period ended September 30, 2003 in exchange for these warrants which were
exchanged for a like number of shares of common stock on a one for one basis for
no additional consideration in connection with the conversion of the notes.

During the six months ended September 30, 2003, the Company recorded a discount
on convertible notes payable for $130,000 which related to the beneficial
conversion feature of the notes payable and the warrants issued with these
notes. The discount is being amortized over the life of the related notes. The
value of the warrants was $76,508 based on the Company's calculation under the
Black-Scholes option pricing model and was allocated to the note proceeds as a
part of the discount on notes payable.

In June 2003, note holders holding approximately $753,000 of the Company's notes
payable voluntarily elected to convert their principal into the Company's common
stock. 1,506,000 shares of common stock were issued for this principal
conversion. The holders of the notes have surrendered the outstanding notes
solely for common stock of the Company. The Company recognized the beneficial
conversion feature of these notes which totaled $337,200 as interest expense
during the period ended September 30, 2003.

4.  Equity Transactions

During the period ended September 30, 2003, 4,732,000 shares of the Company's
common stock were issued in exchange for warrants. These warrants were exchanged
for a like number of shares of common stock on a one for one basis for no
additional consideration in connection with the conversion of the notes.

During the six month period ended September 30, 2003, the Company raised
$403,368 pursuant to a stock purchase agreement in exchange for 1,605,000 shares
of our restricted common stock issued in September, 2003.

During the six month period ended September 30, 2003 the Company issued 243,570
shares of its common stock for interest on notes payable.

In June 2003, the Board of Directors approved and adopted resolutions
establishing and designating 5,000,000 shares of Series A Preferred Stock $.001
par value. The holders of Series A Preferred Stock are entitled to ten votes for
each share held on all matters on which the holders of the Company's Common
Stock are entitle to vote and shall vote together with the holders of Common
Stock and not as a separate class or series. Series A Preferred Stock shall have
no dividend, conversion, or redemption rights and no liquidation preferences.

                                       8
<PAGE>

                           XRG, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

       Three and Six Months Ended September 30, 2003 and 2002 (Unaudited)


4.  Equity Transactions (continued)

In July 2003, three of the Company's officers and directors were issued an
aggregate of 5,000,000 shares of Series A Voting Preferred Stock for the
aggregate par value of the shares or $5,000.

On July 7, 2003, an amendment to the Company's Certificate of Incorporation
increasing the authorized number of common shares from 15,000,000 to
100,000,000, par value $.001 and authorizing the board of directors to issue up
to 50,000,000 preferred shares, par value $.001 issuable in series with such
terms, rights and preferences as determined by subsequent resolutions of the
Board of Directors was approved in a special shareholder meeting. The Company's
financial statements at September 30, 2003 reflect this amendment to the
Company's Certificate of Incorporation.

During the period ended September 30, 2003, 1,557,698 shares of the Company's
common stock were issued for services valued at $856,076.

5. Equipment Purchases

In June 2003, the Company executed a purchase agreement with a truckload carrier
in Sweetwater, Tennessee to acquire equipment assets consisting of approximately
275 freight trailers. The purchase price of these assets is approximately
$3,400,000, including the assumption of approximately $2,200,000 of equipment
loans, the payment of $50,000 in cash, and the issuance of $1,150,000 worth of
shares of the Company's Common Stock. The agreement relating to this equipment
purchase contains a true up adjustment provision, which requires us to issue
additional shares of our common stock based upon the then prevailing market
price such that the total value of our common stock equals $1,150,000 at
adjustment dates of six and twelve months from closing date. During August 2003,
the Company made the $50,000 cash payment and issued 1,150,000 shares of our
Common Stock to the J. Bently Companies, Inc. shareholders which are classified
as transportation equipment deposits in our financial statements until we are
able to obtain a clear title to these assets.

In addition, the Company entered into a fleet owner agreement with the truckload
carrier to manage the utilization of these purchased assets for a two year
period. Pursuant to the terms of this agreement, the Company will pay to the
truckload carrier 67% of gross freight revenues as compensation for the movement
of its freight. In addition, the Company agreed to pay the maximum lease payment
for purchased transportation of 67% of gross revenues plus 2% of gross revenues
as a commission. During the period ended September 30, 2003, the Company
advanced J. Bently Companies, Inc. $355,758 which will be deducted from future
purchased transportation and commission payments.

6. Employment Agreements

In July 2003, the Company  entered into a three year  employment  agreement with
its Chief

                                       9
<PAGE>

                           XRG, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements

       Three and Six Months Ended September 30, 2003 and 2002 (Unaudited)

6. Employment Agreements (continued)

Operating Officer. Under this agreement, he is entitled to an annual base salary
of not less than $120,000 and is entitled to additional bonus compensation as
determined by the Company's board of directors or Compensation Committee. Such
bonuses may be paid in cash or issued in shares of the Company's Common Stock on
such terms as approved by the board of directors. He is entitled to an
automobile allowance of $600 per month during the term of his agreement. He has
agreed not to compete with the Company during the term of this agreement and for
a period of two (2) years after termination of this agreement.

In September 2003, the Company through its XRG Logistics, Inc. wholly owned
subsidiary entered into a five year employment agreement the President of XRG
Logistics. Under this agreement, he is entitled to an annual base salary of not
less than $96,000 and is entitled to additional bonus compensation as determined
by the Company's board of directors or Compensation Committee. Such bonuses may
be paid in cash or issued in shares of the Company's Common Stock on such terms
as approved by the board of directors. He is entitled to an automobile allowance
of $500 per month during the term of his agreement. He has agreed not to compete
with the Company during the term of this agreement and for a period of five (5)
years after termination of this agreement.

6. Acquisition

On August 20, 2003, the Company entered into a Stock Purchase Agreement with R&R
Express Intermodal, Inc., a Pittsburgh, Pennsylvania intermodal truckload
carrier. This agreement is subject to certain terms and conditions and will
close when certain pre-closing conditions are met by both XRG and R&R Express
Intermodal, Inc. The Agreement is for the purchase of 100% of R&R Express
Intermodal's common stock in a stock-for-stock transaction. R&R Express
Intermodal, Inc. provides truck transportation for container freight from either
a railroad yard or a port, to the freight's destination. The Company issued
200,000 shares for a deposit on the acquisition of R&R Express Intermodal, Inc.
and is classified as a deposit until the Company can close on the acquisition.

                                       10
<PAGE>

                           XRG, Inc. and Subsidiaries

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements contained in this Report on Form 10-QSB, that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These include statements regarding the Company's
expectations, intentions, or strategies regarding future matters. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof. It is important to note that the
Company's actual results could differ materially from those projected in such
forward-looking statements contained in this Form 10-QSB. The forward-looking
statements contained herein are based on current expectations that involve
numerous risks and uncertainties. Assumptions relating to the foregoing involve
judgments regarding, among other things, the Company's ability to secure
financing or investment for capital expenditures, future economic and
competitive market conditions, and future business decisions. All these matters
are difficult or impossible to predict accurately and many of which may be
beyond the control of the Company. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this form 10-QSB will prove to be
accurate.

GENERAL

Our business plan focuses on acquiring and operating both asset and non-asset
based truck-load carriers in the contiguous 48 states. In June 2003, we executed
a purchase agreement with J. Bently Companies, Inc., a truckload carrier in
Sweetwater, Tennessee to acquire equipment assets consisting of approximately
275 freight trailers. The purchase price of these assets is approximately
$3,400,000, including the assumption of approximately $2,200,000 of equipment
loans, the payment of $50,000 in cash, and the issuance of $1,150,000 worth of
shares of XRG common stock with registration rights. An additional 2,200,000
shares of our common stock will be escrowed as collateral for the equipment
loans. The agreement relating to this equipment purchase contains a true up
adjustment provision, which requires us to issue additional shares of our common
stock based upon the then prevailing market price such that the total value of
our common stock equals $1,150,000 at adjustment dates of six and twelve months
from the closing date. In addition, In May 2003, we entered into a fleet owner
agreement with J. Bently Companies, Inc. to manage the utilization of these
purchased assets for a two-year period. Pursuant to the terms of this agreement,
XRG will pay to J. Bently Companies, Inc. 67% of gross freight revenues as
compensation for the movement of our freight. During August 2003, we made the
$50,000 cash payment and issued 1,150,000 shares of our Common Stock to the J.
Bently Companies, Inc. shareholders which are classified as a transportation
equipment deposit in our financial statements until we are able to obtain a
clear title to these assets.

On August 30, 2003, we entered into an Independent  Contractor Agreement with J.
Bently under our wholly owned  subsidiary XRG Logistics,  Inc. in which we pay a
commission  of 2% of gross  revenue  to J.  Bently  for  shipper  customers.  On
September  1,  2003,  we  began  operating  pursuant  to  the  Fleet  Owner  and
Independent   Contractor  Agreements  under  our  wholly  owned  subsidiary  XRG
Logistics, Inc. During the period ended September 30, 2003, the Company advanced
J. Bently Companies,  Inc. $355,758 which will be deducted from future purchased
transportation and commission payments. During the period from September 1, 2003
until September 30, 2003 we generated approximately $300,000 in revenues in this
subsidiary.

                                       11
<PAGE>
                           XRG, Inc. and Subsidiaries

On August 20, 2003, we entered into a Stock Purchase Agreement with R&R Express
Intermodal, Inc., a Pittsburgh, Pennsylvania intermodal truckload carrier. This
agreement is subject to certain terms and conditions and will close when certain
pre-closing conditions are met by both XRG and R&R Express Intermodal, Inc. The
Agreement is for the purchase of 100% of R&R Express Intermodal's common stock
in a stock-for-stock transaction. R&R Express Intermodal, Inc. provides truck
transportation for container freight from either a railroad yard or a port, to
the freight's destination. This type of carrier operates in a sector that
management views as becoming increasingly important in the truckload industry.
During the six month period ended September 30, 2003, we issued 200,000 shares
for a deposit on the acquisition of R&R Express Intermodal, Inc.

We believe that we have identified a significant opportunity to consolidate
profitable, established medium-sized (under $30 million in revenue) truckload
carriers that have developed long-term customer relationships. The trucking
industry has exhibited strong growth due to the trend toward just-in-time
inventories, and the general increase in the need for transportation of
commodities. Truckload carriers have become the critical link in the
distribution chain between manufacturers and/or distributors and the
marketplace. Time-definite delivery has become an important element of this
distribution chain and is a contributing factor in successful just-in-time
systems. The universe of truckload carriers is dominated by small to
medium-sized independent carriers with gross revenues of less than $20 million.
We believe that the opportunity to consolidate truckload carriers that have
revenues less than $30 million in revenues is significant because shippers are
increasingly outsourcing their company fleets and relying on larger carriers
that provide sophisticated information systems and value-added services.
Therefore, the smaller carrier is faced with increased competition from carriers
that provide these value-added services forcing them to look for an exit
strategy that can strengthen their competitiveness and sustain their business.

We are optimistic that our business strategy will entice many small trucking
companies to be acquired by us. To-date we have not completed any acquisitions.
There is no assurance that our business strategy is viable, or whether, we will
be able to complete an acquisition in the future. We have identified ten small
trucking companies for potential acquisition that fit our criteria and are
actively pursuing four.

To continue to implement the initial stages of our business plan, which we view
as completing three trucking company acquisitions, we estimate that we will
require an additional $1 million capital infusion. We plan on raising this
capital through either debt or equity financing, however, there is no assurance
that we will be able to obtain financing on favorable terms to complete these
acquisitions and successfully implement our business plan.

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                           XRG, Inc. and Subsidiaries

RESULTS OF OPERATIONS

Three months ended September 30, 2003 compared to three months ended September
30, 2002

XRG generated $298,225 in revenues during the three-month period ended September
30,  2003 as compared to $230,702  during the same period  ended  September  30,
2002. Our revenues during the period ended  September 30, 2003 are  attributable
to the  truckload  carrier  operations  of our XRG  Logistics,  Inc.  subsidiary
pursuant to a Fleet Owner Agreement with J. Bently Companies,  Inc. Net revenues
were recorded by XRG based upon J. Bently  Companies,  Inc.'s gross  revenues of
$903,713 for the month of September, 2003.

Related  expenses  were  $22,970 and  $233,850  resulting  in a gross  margin of
$275,255  and  ($3,148)  during  the  periods   September  30,  2003  and  2002,
respectively.  Related expenses during the three months ended September 30, 2003
were  primarily  commission  expenses  related  to  our  Independent  Contractor
Agreement   with  J.  Bently   Companies,   Inc.  Our  gross  margin   increased
substantially  from the period  ended  September  30, 2002 to the same period of
2003 as a result of our Fleet  Owner  Agreement  with J. Bently  Companies, Inc.
executed during the period ended September 30, 2003.

For the three-month period ended September 30, 2003, total selling, general and
administrative expenses were $1,063,135 as compared to $122,464 for the previous
three-month period, an increase of $940,671 or 768%. This increase is primarily
the result of shares issued for services valued at approximately $857,000 during
the three months ended September 30, 2003.

Interest expense for the three-month period ended September 30, 2003 and 2002
was $154,969 and $24,883, respectively. Interest expense increased $130,086 or
522% from September 30, 2002 to 2003 as a result of higher notes payable during
2003.

We had a net loss of $942,849 for the three-month period ended September 30,
2003 as compared to a loss of $150,495 for the three-month period ended
September 30, 2002. This increase in our operating loss over that of the
three-month period ended September 30, 2002 is the result of an increase in
consulting services paid with our common stock, travel, and office costs,
personnel costs associated with the implementation of our information systems as
well as higher interest expenses associated with our long-term debt.

The loss per share was $0.05 for the three-month period ended September 30, 2003
compared to a loss per share of $0.02 for the three-month period end September
30, 2002. The weighted average shares outstanding for the three-month period
ended September 30, 2003 was 17,435,202 as compared to 9,262,912 for the
three-month period ended September 30, 2002.

Six months ended September 30, 2003 compared to six months ended September 30,
2002

XRG generated  $298,225 in revenues during the six-month  period ended September
30,  2003 as compared to $455,650  during the same period  ended  September  30,
2002. Our revenues during the period ended  September 30, 2003 are  attributable
to the  truckload  carrier  operations  of our XRG  Logistics,  Inc.  subsidiary
pursuant to a Fleet Owner Agreement with J. Bently Companies,  Inc. Net revenues
were recorded by XRG based upon J. Bently  Companies,  Inc.'s gross  revenues of
$903,713 for the month of September, 2003.

Related  expenses  were  $22,970 and  $483,483  resulting  in a gross  margin of
$275,255  and  ($27,833)  during  the  periods  September  30,  2003  and  2002,
respectively.  Related  expenses  during the six months ended September 30, 2003
were  primarily  commission  expenses  related  to  our  Independent  Contractor
Agreement   with  J.  Bently   Companies,   Inc.  Our  gross  margin   increased
substantially  from the period  ended  September  30, 2002 to the same period of
2003 as a result of our Fleet  Owner  Agreement  with J. Bently  Companies, Inc.
executed during the period ended September 30, 2003.

                                       13
<PAGE>
                           XRG, Inc. and Subsidiaries

For the six-month period ended September 30, 2003, total selling, general and
administrative expenses were $1,225,625 as compared to $195,482 for the previous
six-month period, an increase of $1,030,143 or 527%. This increase is primarily
the result of shares issued for services valued at approximately $857,000 during
the six months ended September 30, 2003.

Interest  expense for the six-month period ended September 30, 2003 and 2002 was
$620,740 and $46,895, respectively. Interest expense increased $573,845 or 1223%
from  September 30, 2002 to 2003 as a result of higher notes payable during 2003
and  amortization  of the discount and  beneficial  conversion  feature of these
notes.

We had a net loss of $1,571,110 for the six-month period ended September 30,
2003 as compared to a loss of $270,210 for the six-month period ended September
30, 2002. This increase in our operating loss over that of the six-month period
ended September 30, 2002 is the result of an increase in consulting services
paid with our common stock, travel, and office costs, personnel costs associated
with the implementation of our information systems as well as higher interest
expenses associated with our long-term debt.

The loss per share was $.11 for the six-month period ended September 30, 2003
compared to a loss per share of $.03 for the six-month period ended September
30, 2002. The weighted average shares outstanding for the six-month period ended
September 30, 2003 was 13,865,017 as compared to 9,262,912 for the six-month
period ended September 30, 2002.

Liquidity and Capital Resources

To date,  we have funded our capital  requirements  and our business  operations
with funds  provided  by  borrowings  and  equity  investments.  We have  raised
$1,393,120  in the form of notes payable at various  interest  rates of 12.0% to
15.0%,  payable  quarterly.  These notes mature at various dates until  November
2004 and are unsecured.  None of these notes individually exceed $100,000.  XRG,
Inc.  is the note  issuer,  and  none of  these  note-holders  are  officers  or
directors of XRG. In connection with these notes,  warrants to acquire 4,732,000
shares of common  stock were  granted to these  note-holders.  During the period
ended September 30, 2003,  4,732,000  shares of the Company's  common stock were
issued in exchange for the these  warrants.  These warrants were exchanged for a
like number of shares of common  stock on a one for one basis for no  additional
consideration  in  connection  with the  conversion  of the notes.  In addition,
during  June  2003,  approximately  $753,000  of these  notes  were  voluntarily
converted to our common stock at a price of $.50 per common share.

During the six months ended September 30, 2003, the Company issued $170,000 of
convertible notes payable. In connection with the notes, the Company issued
detachable warrants to purchase 340,000 shares of the Company's restricted
common stock. During the period ended September 30, 2003, 340,000 shares of the
Company's common stock were issued in exchange for warrants. These warrants were
exchanged for a like number of shares of common stock on a one for one basis for
no additional consideration in connection with the conversion of the notes.

During the period ended September 30, 2003, we raised an additional $403,368
pursuant to a stock purchase agreement in exchange for 1,605,000 shares of our
restricted common stock.

                                       14
<PAGE>
                           XRG, Inc. and Subsidiaries

For the period ended September 30, 2003 we used $101,303 in cash used by
operating activities as compared to $283,347 in the similar period ended
September 30, 2002. Investing activities for the present period included
equipment deposits of $51,305. Financing activities for the period ended
September 30, 2003 provided $205,660 from the issuance of notes payable and the
issuance of preferred stock. For the period ended September 30, 2003, cash
increased $16,563 as compared to $315,179 in the prior year.

Historically we have not generated sufficient revenues from operations to
self-fund our capital and operating requirements. These factors raise
substantial doubt concerning our ability to continue as a going concern. We
expect that our working capital will come from fundings that will primarily
include equity and debt placements. We had a cash balance at September 30, 2003
of $69,615 and working capital of $173,903. We believe that our access to
capital will be sufficient to sustain our operations for at least 12 months. Our
monthly cash "burn rate" is approximately $70,000 per month. This estimate is a
forward-looking statement that involves risks and uncertainties. The actual time
period may differ materially from that indicated as a result of a number of
factors so that we cannot assure that our cash resources will be sufficient for
anticipated or un-anticipated working capital and capital expenditure
requirements for this period.

There is no assurance that we will be successful in raising capital through debt
or equity placements. If such financing is not available when required, we may
be unable to pay our debts in a timely manner, develop our business, take
advantage of acquisition opportunities, or respond to competitive pressures, any
of which could have a material adverse effect on our business, financial
condition and results of operations. Our inability to raise additional capital
could cause us to breach our payment obligations to third parties or otherwise
fail to satisfy our business obligations.

We anticipate raising capital in the next twelve months from the issuance of
convertible notes. These unsecured notes will be convertible after one year at
50% of the average bid price of our common stock from the ninety trading days
immediately preceding the conversion date. We anticipate that capital raised
from the issuance of convertible notes, our cash reserves, and working capital
from completed truck-load carrier acquisitions, will sustain our operations over
the next twelve months. This estimate is a forward-looking statement that
involves risks and uncertainties. The actual time period may differ materially
from that indicated as a result of a number of factors so that we cannot assure
that our cash resources will be sufficient for anticipated or un-anticipated
working capital and capital expenditure requirements for this period.

Item 3.  Controls and Procedures

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and the Chief Financial Officer, of the design and operation
of our disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer and the Chief Financial Officer concluded that our disclosure
controls and procedures are effective for gathering, analyzing and disclosing


                                       15
<PAGE>
                           XRG, Inc. and Subsidiaries

the information that we are required to disclose in the reports we file under
the Securities Exchange Act of 1934, within the time periods specified in the
SEC's rules and forms. Our Chief Executive Officer and the Chief Financial
Officer also concluded that our disclosure controls and procedures are effective
in timely alerting them to material information relating to our company required
to be included in our periodic SEC filings. In connection with the new rules, we
are in the process of further reviewing and documenting our disclosure controls
and procedures, including our internal controls and procedures for financial
reporting, and may from time to time make changes designed to enhance their
effectiveness and to ensure that our systems evolve with our business. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation. However, in connection with our ongoing evaluation of internal
controls over financial reporting, certain internal control matters were noted
that require corrective actions. Although we do not consider any existing
deficiencies in our current controls and procedures to be material, we are
currently improving accounting controls and procedures. Specifically, we plan to
implement a new accounting system within the next 12 months, which will place
all of our accounting data under one operating platform, which should
substantially eliminate the need for adjusting journal entries and
reconciliations in connection with the preparation of our financial statements.
Furthermore, we plan to integrate our accounting software platforms with our
trucking logistics software so that such information may be more efficiently
compiled. We expect to complete the implementation of such improvements in our
controls and procedures prior to our first fiscal year ending on or after April
15, 2005, which is currently the initial year of implementation of new Item 308
of Regulation SK regarding internal control over financial reporting.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------

         From time to time, we may be involved in litigation relating to claims
         arising out of our ordinary course of business. We believe that there
         are no claims or actions pending or threatened against us, the ultimate
         disposition of which would have a materially adverse effect on us.

         In May, 2003, a legal action was filed in Franklin County, Ohio,
         against the Company (and against our president, based on a personal
         guaranty) by the landlord of our former office space in Pittsburgh,
         Pennsylvania. The landlord is claiming approximately $63,000 in unpaid
         rent. The Company believes that it has a valid defense with respect to
         some or all of the claimed damages.

         In July, 2003, a legal action was filed in Hillsborough County,
         Florida, against the Company by the landlord of our current office
         space in Tampa, Florida. This legal action was for eviction and unpaid
         rent. A judgment was rendered against the Company and the Company
         subsequently paid the amount of the judgment in full in October 2003. A
         satisfaction of judgment has been entered in the case.

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<PAGE>
                           XRG, Inc. and Subsidiaries


Item 2.  Change in Securities and Use of Proceeds.
         -----------------------------------------

         During the three month period ended September 30, 2003, the Company
         raised $403,368 pursuant to a stock purchase agreement in exchange for
         1,605,000 shares of our restricted common stock. We relied upon Section
         4(2) for the issuance of these securities.

         On July 7, 2003, we approved an amendment to our certificate of
         incorporation at a special meeting of stockholders. This Amendment to
         our Certificate of Incorporation increases the authorized number of
         common shares from 15,000,000 to 100,000,000, par value $.001 and
         authorizes the board of directors to issue up to 50,000,000 preferred
         shares, par value $.001 issuable in series with such terms, rights and
         preferences as determined by subsequent resolutions of the Board of
         Directors.

         In June 2003, the Board of Directors approved and adopted resolutions
         establishing and designating 5,000,000 shares of Series A Preferred
         Stock $.001 par value. The holders of Series A Preferred Stock are
         entitled to ten votes for each share held on all matters on which the
         holders of the Company's Common Stock are entitle to vote and shall
         vote together with the holders of Common Stock and not as a separate
         class or series. Series A Preferred Stock shall have no dividend,
         conversion, or redemption rights and no liquidation preferences.

         In July 2003, Donald G. Huggins, Jr., Kevin Brennan, and Stephen
         Couture each purchased 1,666,666.66 shares for an aggregate of
         5,000,000 shares of Series A Voting Preferred Stock. These officers and
         directors subscribed to purchase these shares of Series A Voting
         Preferred Stock for the aggregate par value of the shares or $5,000.

         The Voting Preferred Stock was issued to assure complete and unfettered
         control of the Company by its holders. The issuance of the Voting
         Preferred Stock constitutes an anti-takeover device since the approval
         of any merger or acquisition of the Company will be completely
         dependent upon the approval of the holders of this Voting Preferred
         Stock.

Item 3.  Defaults Upon Senior Securities.
         --------------------------------

         None

Item 5.  Other Information
         -----------------

         In July,  2003,  we entered  into an  employment  agreement  with Neil
         Treitman, our Chief Operating Officer.

         In September 2003, we entered into an employment agreement with Stanley
         Shadden, the President of XRG Logistics, Inc., our wholly owned
         subsidiary.

                                       17
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                           XRG, Inc. and Subsidiaries

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

          Exhibit 99.1 is the  certification  of the CEO and the CFO as required
          under Section 906 of the  Sarbanes-Oxley  Act of 2002 (Corporate Fraud
          Bill),  which was signed into law on July 30, 2002 by President George
          Bush.

          Exhibit 10.1 is the Employment Agreement with Stanley Shadden.

          Exhibit  10.2 is the  Independent  Contractor  Agreement  between  XRG
          Logistics, Inc. and J. Bently Companies, Inc. dated August 30, 2003.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the undersigned thereunto
duly authorized.


                                             XRG, Inc.

Dated:   11/21/2003

                                             /s/ Kevin Brennan
                                             -----------------------------------
                                             Kevin Brennan
                                             President & CEO

                                             /s/ Stephen Couture
                                             -----------------------------------
                                             Stephen Couture
                                             Vice President, Finance & CFO



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