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 June 30, 2002
                                    -------------

     [ ] 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   X   No
     ---     ---

         The number of shares  outstanding of the Issuer's  Common Stock,  $.001
Par Value, as of June 30, 2002 was 9,087,822.

         Transitional Small Business Disclosure Format:

Yes       No  X
    ---      ---

<PAGE>

             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)



                                      Index



                                                                         Page
Part I - Financial Information                                           ----

Item 1.  Financial Statements

         Balance Sheet -
           June 30, 2002................................................   1

         Statements of Operations -
           Three months ended June 30, 2002 and 2001
                  and the period May 1, 1999 to June 30, 2002...........   2

         Statements of Changes in Stockholders' Deficit -
           Period May 1, 1999 to June 30, 2002..........................   3

         Statements of Cash Flows -
           Three months ended June 30, 2002 and 2001
                  and the period May 1, 1999 to June 30, 2002...........   4

         Notes to Financial Statements..................................   5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................   6

Part II - Other Information

Item 1. Legal Proceedings...............................................   9

Item 2. Change in Securities and Use of Proceeds........................   9

Item 3. Defaults Upon Senior Securities.................................   9


Signatures..............................................................  10


                                       i
<PAGE>


             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

                           Consolidated Balance Sheets

                                                                       June 30,
                                                                         2002
                                                                      ---------
Assets
Current assets:
    Cash                                                              $ 242,343
    Trade receivables                                                    16,924
    Other receivables                                                    32,500
                                                                        -------
Total current assets                                                    291,767

Equipment, net of accumulated depreciation                               10,062
                                                                        -------


                                                                      $ 301,829
                                                                      =========

Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable                                                   $ 11,730
    Accrued expenses                                                     46,107
    Related party advances                                               31,626
    Current portion of long-term debt                                    75,000
                                                                       --------
Total current liabilities                                               164,463
                                                                       --------


Long-term debt                                                          713,000
                                                                       --------


Stockholders' deficit:
    Preferred stock; $.001 par value; 5,000,000 shares authorized;
        0 shares issued and outstanding
    Common stock; $.001 par value; 15,000,000 shares authorized;
        9,087,822 shares issued and outstanding                           9,088
    Additional paid-in capital                                       15,402,823
    Accumulated deficit for unrelated dormant operations            (15,405,274)
    Deficit accumulated during development stage                       (582,271)
                                                                      ---------
Total stockholders' deficit                                            (575,634)
                                                                      ---------


                                                                      $ 301,829
                                                                      =========

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

                                       1
<PAGE>

<TABLE>
<CAPTION>



                           XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                                        (A Development Stage Company)

                                    Consolidated Statements of Operations





                                                                        Three Month                     Period
                                                                   Period Ended June 30,              May 1, 1999
                                                              ------------------------------          to June 30,
                                                                    2002             2001                2002
                                                              -----------------------------------------------------

<S>                                                           <C>               <C>               <C>
Revenues                                                      $    224,948                         $    335,149

Cost of revenues                                                   249,633                              357,464
                                                              -----------------------------------------------------

Gross profit (loss)                                                (24,685)                             (22,315)

Selling, general and administrative expenses                        73,019      $     26,034            488,192
                                                              -----------------------------------------------------

                                                                   (97,704)          (26,034)          (510,507)

Interest expense                                                   (22,013)           (3,849)           (71,764)
                                                              -----------------------------------------------------

Net loss                                                      $   (119,717)     $    (29,883)      $   (582,271)
                                                              =====================================================

Basic loss per share                                                 $(.01)            $(.01)             $(.07)
                                                              =====================================================

Weighted average number of common shares
    used in loss per share computation                           9,087,822         6,337,822          8,171,155
                                                              =====================================================

</TABLE>


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

                                       2
<PAGE>

<TABLE>
<CAPTION>


                           XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                                        (A Development Stage Company)
                         Consolidated Statements of Changes in Stockholders' Deficit

                              Three  Months Ended June 30, 2002 and 2001 and the
                                     Period May 1, 1999 to June 30, 2002


                                                                                        Accumulated
                                                                                        Deficit for            Accumulated
                                              Common Stock               Additional      Unrelated           Deficit During
                                       --------------------------         Paid-In         Dormant              Development
                                          Shares       Amount             Capital        Operations               Stage
                                       ------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>               <C>                 <C>
Balance, May 1,1999                      1,495,822     $   1,496     $   15,030,193    $    (15,405,274)

Acquisition of company                   3,000,000         3,000

Stock issued for services at
    $.001 par (May 1999)                 1,550,000         1,550

Stock issued in satisfaction
    of debt at $1.36 per share
    (March 2000)                           110,000           110            149,641

Net loss for period                                                                                         $    (15,029)
                                       ------------------------------------------------------------------------------------

Balance, March 31, 2000                  6,155,822         6,156         15,179,834         (15,405,274)         (15,029)

Stock issued in satisfaction
    of debt at $1.23 per share
    (April 2000)                           182,000           182            222,989

Net loss for year                                                                                               (123,389)
                                       ------------------------------------------------------------------------------------

Balance, March 31, 2001                  6,337,822         6,338         15,402,823         (15,405,274)        (138,418)

Net loss for period                                                                                              (29,883)
                                       ------------------------------------------------------------------------------------


Balance, June 30, 2001                   6,337,822         6,338         15,402,823         (15,405,274)        (168,301)

XRG, Inc. stock issued
    for services at $.001
    par (October 2001)                   2,750,000         2,750

Net loss for period                                                                                             (294,253)
                                       ------------------------------------------------------------------------------------

Balance, March 31, 2002                  9,087,822         9,088         15,402,823         (15,405,274)        (462,554)

Net loss for period                                                                                             (119,717)
                                       ------------------------------------------------------------------------------------


Balance, June 30, 2002                  $9,087,822         9,088        $15,402,823        $(15,405,274)       $(582,271)
                                       ====================================================================================

</TABLE>

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

                                       3
<PAGE>

<TABLE>
<CAPTION>



                           XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                                        (A Development Stage Company)

                                    Consolidated Statements of Cash Flows




                                                                       Three Month                     Period
                                                                   Period Ended June 30,             May 1, 1999
                                                              ------------------------------         to June 30,
                                                                   2002             2001                2002
                                                              -----------------------------------------------------
Operating activities
<S>                                                           <C>               <C>                <C>
    Net loss                                                  $   (119,717)     $    (29,883)      $   (582,271)
                                                              -----------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                                400                                1,200
           Loss on acquisition                                                                            3,000
           Stock issued for services                                                                      4,300
           Increase (decrease) in:
               Accounts receivable                                 (33,731)                             (49,424)
               Accounts payable                                    (34,489)                              11,730
               Accrued expenses                                     11,701             2,629             45,347
                                                              -----------------------------------------------------
    Total adjustments                                              (56,119)            2,629             16,153
                                                              -----------------------------------------------------
    Net cash used by operating activities                         (175,836)          (27,254)          (566,118)
                                                              -----------------------------------------------------

Investing activities
    Acquisition of equipment                                                                            (11,262)
                                                              -----------------------------------------------------

Financing activities
    Net borrowings (payments) on
        stockholder advances                                                           2,000             31,626
    Payments on borrowings                                                                               (5,000)
    Proceeds from borrowings                                       103,000            25,000            793,000
                                                              -----------------------------------------------------
    Net cash provided by financing activities                      103,000            27,000            819,626
                                                              -----------------------------------------------------

Net increase (decrease) in cash                                    (72,836)             (254)           242,246

Cash, beginning of period                                          315,179             2,489                 97
                                                              -----------------------------------------------------

Cash, end of period                                           $    242,343      $      2,235       $    242,343
                                                              =====================================================
Supplemental disclosures of cash flow
    information and noncash investing
    and financing activities:
        Cash paid during the period for interest              $     10,310      $      1,219        $   22,646
                                                              =====================================================

</TABLE>

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

                                       4
<PAGE>

                     XRG, INC. f/k/a XRG INTERNATIONAL, INC.
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements


Note 1 - Basis of presentation

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments  (which are of a normal and recurring  nature) necessary
for a fair presentation of the financial  statements.  The results of operations
for the three month  periods  ended June 30,  2002 and 2001 are not  necessarily
indicative of the results to be expected for the full year.

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

Note 2 - Per share calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the three month  periods  ended June 30, 2002 and
2001. The weighted  average shares  outstanding for the three month period ended
June 30, 2002 was  9,087,822 as compared to 6,337,822 for the three months ended
June 30, 2001.

Note 3 - Notes Payable

Please refer to Audited Financial Statements consisting of the Company's balance
sheet as of March 31, 2002,  and related  statements of  operations,  changes in
stockholders' equity, and cash flows ended March 31, 2002, as audited by Pender,
Newkirk & Company, Certified Public Accountant.

During the three month period ended June 30, 2002, the Company  issued  $103,000
of notes payable.  In connection with the notes,  the Company issued  detachable
warrants to purchase 412,000 shares of the Company's restricted common stock. In
addition, the Company issued warrants to purchase 41,200 shares of the Company's
restricted common stock as compensation  expense.  The value of the warrants was
deemed  immaterial based on the Company's  calculation  under the  Black-Scholes
option  pricing  model  and,  therefore  none of the  note  proceeds  have  been
allocated to the detachable stock warrants or compensation expense.

                                       5
<PAGE>


             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

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  here-in 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

We were originally  incorporated in New Jersey in December 1976,  under the name
of Natural Resources  Guardianship  International,  Inc and by amendment changed
our name to XRG International, Inc. in September 1978. Between 1976 and 1999, we
had been engaged in an unrelated business.

In order to restructure our operations to reflect our new line of business, XRG,
Inc.("XRG"),  a  privately  owned  Delaware  Corporation,  with  no  significant
operations from its inception in November 2000,  merged with XRG  International,
Inc.  in  December  2001.  Pursuant  to the terms of the  Agreement  and Plan of
Merger,  XRG  International,  Inc.  exchanged all of its  outstanding  shares of
Common Stock, for  approximately 70% of the common stock of XRG, Inc, a Delaware
Corporation in a reverse merger transaction.  XRG, Inc., a Delaware  Corporation
was  considered  the  Surviving  Corporation  and the  acquirer  for  accounting
purposes.  Upon completion of the merger,  we were no longer considered a "blank
check" company. XRG is classified as a development stage enterprise and provides
the   management   expertise   for  our   consolidation   plan  in  the  freight
transportation business.

We have  completed  our  restructuring  and our  business  plan now  focuses  on
acquiring and operating both asset and non-asset based truck-load carriers,  and
to market our administrative and logistical expertise to freight shippers in the
contiguous 48 states. We are currently providing administrative services through
our subsidiary XRG G&A, Inc. for invoicing, collections,  regulatory compliance,
credit reviews, processing payments and commissions,  and answering services for
one of our  targeted  acquisitions  at a  service  fee  equal to 3% of its gross
billings.  During the  three-month  period  ended June 30,  2002,  we  generated
$224,948 in revenues from these administrative services.

                                       6
<PAGE>

             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

XRG  plans  on  consolidating  established  and  profitable  truckload  carriers
throughout  the United States that have  long-term  customer  relationships  and
typically  generate  revenues between $5 and $20 million.  We believe that these
acquisitions   will  enable  us  to  diversify  our  customer  base,   technical
capabilities  and  geographic  areas  served.  This  consolidation   opportunity
provides us with an opportunity to generate substantial business.

Our  philosophy  within the  truckload  industry  is to hire out the  "purchased
transportation".  It is our  belief  that  this  would  allows  us to avoid  the
greatest shortfall that carriers that own their own equipment face, utilization.
Equipment  that is not under load is a cost to the typical  carrier.  Because we
plan on  contracting  for the  equipment,  only trucks pulling loads would incur
expenses.  This cost would be contracted  for prior to the load being picked up,
and is typically 75% of the gross revenue of the load. Maintenance,  breakdowns,
and all other  expenses  associated  with  owning  equipment  would  also be the
responsibility of the equipment owner, and not us.

Currently,  We are  only  providing  administrative  services  for one  customer
located in Pittsburgh,  Pennsylvania.  On February 1, 2002, XRG, Inc.  created a
new subsidiary,  XRG G&A, Inc. and executed an Administrative Services Agreement
with  KDK  TRANSPORT,  INC.  which  permits  XRG G&A to  provide  administrative
services for a period of five years unless  terminated by KDK upon 30 days prior
written  notice to XRG. XRG G&A, Inc.  collects a 3% service fee payable  weekly
based on KDK's trucking and brokerage gross billings for the prior week.

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, however, none have agreed to come on board.

To complete the initial stages of our business plan, which we view as completing
our first  trucking  company  acquisition,  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 this acquisition.

RESULTS OF OPERATIONS

Three months ended June 30, 2002 compared to three months ended June 30, 2001

XRG generated  $224,948 in revenues during the three-month period ended June 30,
2002 from our administrative services provided to one customer. Related expenses
were $249,633  resulting in a negative  gross margin of $24,685.  These services
are an important  foundation for the eventual acquisition of trucking companies.
During the  three-month  period ended June 30, 2001 there were no  revenues.  We
continue to focus our efforts  primarily  on  identifying  profitable  truckload
carriers  throughout the United States for acquisition and securing financing to
support our business.

For the  three-month  period ended June 30,  2002,  total  selling,  general and
administrative  expenses  were  $73,019 as compared to $26,034 for the  previous
three-month  period, an increase of $46,985 or 181%. This increase is the result
of an increase in consulting,  travel,  and office costs,  plus additional legal
and  accounting  costs  associated  with  preparing  and  filing  our Form 10-SB
Registration Statement.

                                       7
<PAGE>

             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

Interest  expense for the  three-month  period  ended June 30, 2002 and 2001 was
$22,013 and $3,849, respectively. This increase of $18,164 or 472% is associated
with an increase in  long-term  debt of $678,000  from June 30, 2001 to June 30,
2002.

We had a net loss of $119,717 for the three-month  period ended June 30, 2002 as
compared to a loss of $29,883 for the prior three-month period. This increase in
our operating loss over that of the preceding  three-month  period is the result
of an  increase  in  consulting,  travel,  and office  costs,  as well as higher
interest expenses associated with our long-term debt.

The loss per share was $0.01 for the  three-month  period ended June 30, 2002 as
compared to a loss per share of $0.01 for the for the  three-month  period ended
June 30, 2001.  The weighted  average  shares  outstanding  for the  three-month
period  ended June 30,  2002 was  9,087,822  as compared  to  6,337,822  for the
preceding three-month period ended June 30, 2001.


Liquidity and Capital Resources

To date,  we have funded our capital  requirements  and our business  operations
with funds provided by the sale of securities and from  borrowings.  To date, we
have received $788,000 in the form of notes payable at various interest rates of
12.0% to 15.0%,  payable quarterly.  These notes mature at various dates between
July 2002 and December 2003 and are unsecured.  None of these notes individually
exceed  $100,000.  The current portion of these notes is $75,000 which is due in
July 2002.  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 3,744,200 shares of common stock will be granted to these  note-holders.
These warrants have no expiration date and are immediately exercisable at prices
ranging from $.000025 to $.0005.

For the  three-month  period  ended June 30,  2002 we used  $175,836  in cash in
operating activities as compared to $27,254 in the similar period ended June 30,
2001.  Financing  activities  for the  three-month  period  ended June 30,  2002
provided $103,000 from the issuance of notes payable. For the three-month period
ended June 30, 2002, cash decreased $72,836 as compared to a decrease of $254 in
the prior three-month period.

Historically  we have not  generated  sufficient  revenues  from  operations  to
self-fund  our capital and  operating  requirements.  We expect that our working
capital will come from  fundings  that will  primarily  include  equity and debt
placements.  We had a cash  balance at June 30,  2002 of  $242,343  and  working
capital of $127,304.  We believe that our current cash  resources  and access to
capital will be sufficient to sustain our operations for at least 12 months. Our
monthly cash "burn rate" is approximately  $25,000 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.

                                       8
<PAGE>

             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

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 sixty  trading  days
immediately preceding the conversion date. There is currently no liquidity in or
stock,  therefore,  until our stock begins trading on an exchange we will resort
primarily to raising capital through debt placements.

PART II - OTHER INFORMATION

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

         None

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

         During the three month period ended June 30, 2002,  the Company  issued
         $103,000 of notes payable.  In connection  with the notes,  the Company
         issued detachable  warrants to purchase 412,000 shares of the Company's
         restricted  common stock.  In addition,  the Company issued warrants to
         purchase  41,200  shares of the  Company's  restricted  common stock as
         compensation  expense.  The value of the warrants was deemed immaterial
         based on the  Company's  calculation  under  the  Black-Scholes  option
         pricing  model  and,  therefore  none of the note  proceeds  have  been
         allocated to the detachable stock warrants or compensation expense.

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

         None

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

          (a) Exhibits

               99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
                    XRG's Chief Executive Officer.

               99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
                    XRG's Chief Financial Officer.

          (b) Reports of Form 8-K

                    None

                                       9
<PAGE>

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:   8/13/2002

                                                    /s/ Kevin Brennan
                                                    ----------------------------
                                                    Kevin Brennan, President


                                       10