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, 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 September 30, 2002 was 9,262,912.

         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 -
           September 30, 2002...........................................     1

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

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

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

         Notes to Financial Statements..................................     6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................     8

Item 3.  Controls & Procedures..........................................    11

Part II - Other Information

Item 1. Legal Proceedings...............................................    11

Item 2. Change in Securities and Use of Proceeds........................    12

Item 3. Defaults Upon Senior Securities.................................    12

Item 5. Other Information...............................................    12

Item 6. Exhibits........................................................    12

Signatures..............................................................    13

                                       i
<PAGE>


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

                      Condensed Consolidated Balance Sheet

                         September 30, 2002 (Unaudited)


<TABLE>
<CAPTION>

<S>                                                                          <C>
Assets
Current assets:
    Cash                                                                        $        139,482
    Trade receivables                                                                     21,086
    Prepaid expenses                                                                      12,006
                                                                                ----------------
Total current assets                                                                     172,574


Equipment, net of accumulated depreciation                                                18,652
                                                                                ----------------

                                                                                $        191,226
                                                                                ================

Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable                                                            $         28,922
    Accrued expenses                                                                      54,805
    Related party advances                                                                10,626
    Current portion of long-term debt                                                    330,000
                                                                                ----------------
Total current liabilities                                                                424,353
                                                                                ----------------


Long-term debt                                                                           493,000
                                                                                ----------------


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;
        9,262,912 shares issued and outstanding                                            9,263
    Additional paid-in capital                                                        15,402,648
    Accumulated deficit for unrelated dormant operations                             (15,405,274)
    Deficit accumulated during development stage                                        (732,764)
                                                                                ----------------
Total stockholders' deficit                                                             (726,127)
                                                                                ----------------

                                                                                $        191,226
                                                                                ================

</TABLE>

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

                                       1
<PAGE>


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

           Condensed Consolidated Statements of Operations (Unaudited)



<TABLE>
<CAPTION>

                                        Three Months Ended                    Six Months Ended                 Period May 1,
                                            September 30,                       September 30,                     1999 to
                                    -----------------------------      -----------------------------           September 30,
                                         2002            2001              2002             2001                   2002
                                    ---------------------------------------------------------------------------------------

<S>                                 <C>              <C>              <C>              <C>                 <C>
Revenues                            $    230,702                       $    455,650                         $     565,851

Cost of revenues                         233,850                            483,483                               591,314
                                    ---------------------------------------------------------------------------------------

Gross loss                                (3,148)                           (27,833)                              (25,463)

Selling, general and
    administrative expenses              122,464     $     88,393           195,482     $    114,427              610,655
                                    ---------------------------------------------------------------------------------------

Loss from operations                    (125,612)         (88,393)         (223,315)        (114,427)            (636,118)

Interest expense                         (24,883)          (6,995)          (46,895)         (10,844)             (96,646)
                                    ---------------------------------------------------------------------------------------

Net loss from operations            $   (150,495)    $    (95,388)     $   (270,210)    $   (125,271)       $    (732,764)
                                    =======================================================================================

Basic loss per share                $       (.02)    $       (.02)     $       (.03)    $       (.02)       $        (.10)
                                    =======================================================================================

Weighted average number
    of common shares used
    in loss per share
    computation                        9,262,912        6,512,912         9,262,912        6,512,912            7,177,414
                                    =======================================================================================
</TABLE>

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

                                       2
<PAGE>



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

                      Condensed Consolidated Statements of
                        Changes in Stockholders' Deficit

          For the Period May 1, 1999 to September 30, 2002 (Unaudited)

<TABLE>
<CAPTION>



                                                                                              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, as previously reported          1,495,822   $   1,496   $ 15,030,193    $ (15,405,274)

Prior period adjustment - adjustment of common
    shares outstanding for shares not turned in for
    reverse stock split                                175,090         175           (175)
                                                    -----------------------------------------------------------------------

Balance, May 1, 1999, as restated                    1,670,912       1,671     15,030,018      (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                              6,330,912       6,331     15,179,659      (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                              6,512,912       6,513     15,402,648      (15,405,274)      (138,418)

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

Net loss for year                                                                                                (324,136)
                                                    -----------------------------------------------------------------------

Balance, March 31, 2002                              9,262,912       9,263     15,402,648      (15,405,274)      (462,554)

Net loss for period                                                                                              (270,210)
                                                    -----------------------------------------------------------------------

Balance, September 30, 2002                          9,262,912   $   9,263   $ 15,402,648    $ (15,405,274)  $   (732,764)
                                                    =======================================================================

</TABLE>


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

                                       3
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>

                                                                 Six Months Ended                     Period May 1,
                                                                    September 30,                       1999 to
                                                            --------------------------------         September 30,
                                                                2002              2001                   2002
                                                            -------------------------------------------------------
<S>                                                      <C>               <C>                 <C>
Operating activities
    Net loss                                                $    (270,210)    $     (125,272)     $    (732,764)
                                                            -------------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                             1,160                100              1,960
           Loss on acquisition                                                                            3,000
           Stock issued for services                                                                      4,300
           Increase in:
               Accounts receivable                                 (5,393)                              (21,086)
               Prepaid expenses                                   (12,006)                              (12,006)
           Increase (decrease) in:
               Accounts payable                                   (17,297)           (10,499)            28,921
               Accrued expenses                                    20,399              7,563             54,046
                                                            -------------------------------------------------------
    Total adjustments                                             (13,137)            (2,836)            59,135
                                                            -------------------------------------------------------
    Net cash used by operating activities                        (283,347)          (128,108)          (673,629)
                                                            -------------------------------------------------------

Investing activities
    Acquisition of equipment                                       (9,350)            (7,227)           (20,612)
                                                            -------------------------------------------------------

Financing activities
    Net (payments) borrowings on
        stockholder advances                                      (21,000)             1,998             10,626
    Payments on borrowings                                        (25,000)                              (25,000)
    Proceeds from borrowings                                      163,000            290,000            848,000
                                                            -------------------------------------------------------
    Net cash provided by financing activities                     117,000            291,998            833,626
                                                            -------------------------------------------------------

Net (decrease) increase in cash                                  (175,697)           156,663            139,385

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

Cash, end of period                                         $     139,482     $      159,152      $     139,482
                                                            =======================================================


</TABLE>


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

                                       4
<PAGE>



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

           Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>

                                                                 Six Months Ended                     Period May 1,
                                                                    September 30,                       1999 to
                                                            --------------------------------         September 30,
                                                                2002              2001                   2002
                                                            -------------------------------------------------------
<S>                                                      <C>               <C>                 <C>
Supplemental disclosures of cash flow
    information and noncash investing
    and financing activities:
        Cash paid during the period for interest            $      21,931     $        4,625      $      36,454
                                                            =======================================================
</TABLE>

        During the year ended  March 31,  2000,  the  Company  acquired  certain
        assets of USA Polymers,  Inc. in exchange for 3,000,000 shares of common
        stock valued at $3,000.

        During the year ended March 31, 2000,  the Company issued 110,000 shares
        of common stock in payment of debt in the amount of $149,751.

        During the year ended March 31, 2001,  the Company issued 182,000 shares
        of common stock in payment of debt in the amount of $223,170.




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

                                       5
<PAGE>

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

              Notes to Condensed Consolidated Financial Statements

                  Six Months Ended September 30, 2002 and 2001
             (Unaudited) and the Period May 1, 1999 to September 30,
                                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, 2002 and 2001 and
the period May 1, 1999 to September  30,  2002,  (b) the  financial  position at
September 30, 2002, and (c) cash flows for the six-month periods ended September
30, 2002 and 2001 and the period May 1, 1999 to September  30,  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, 2002. The results of operations for the six-month  periods ended
September  30,  2002  and  2001 are not  necessarily  indicative  of those to be
expected for the entire year.


2.      Prior Period Adjustment

The accompanying  condensed consolidated financial statements have been restated
to correct an error in the outstanding  number of shares.  The Company  switched
transfer  agents  during the period ended  September  30,  2002.  When the stock
records were transferred to the new transfer agent, the Company  discovered that
there were  approximately  175,000 additional shares  outstanding.  These shares
represent  stockholders  who had not turned in their  original  shares  when the
Company  authorized a 10-for-1  reverse stock split in 1986.  The effect of this
restatement was to increase common stock by $175 and decrease additional paid-in
capital by $175.


3.      Per Share Calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the six months ended September 30, 2002 and 2001.
The weighted  average shares  outstanding for the six months ended September 30,
2002 was 9,262,912 as compared to 6,512,912  for the six months ended  September
30, 2001.

                                        6

<PAGE>

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

              Notes to Condensed Consolidated Financial Statements

                  Six Months Ended September 30, 2002 and 2001
             (Unaudited) and the Period May 1, 1999 to September 30,
                                2002 (Unaudited)



4.      Notes Payable

Please refer to the audited consolidated  financial statements consisting of the
Company's  consolidated  balance  sheet as of  March  31,  2002 and the  related
consolidated  statements of operations,  changes in stockholders'  deficit,  and
cash flows for the year then ended.

During the six months ended  September 30, 2002, the Company issued  $163,000 of
notes  payable.  In connection  with the notes,  the Company  issued  detachable
warrants to purchase 652,000 shares of the Company's restricted common stock. In
addition, the Company issued warrants to purchase 65,200 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.

Effective October 7, 2002, the Company terminated certain consulting  agreements
which  resulted  in  the  Company   canceling   321,200   warrants  for  nominal
consideration.  No  warrants  had been  issued to the  consultants  under  these
agreements.

                                       7
<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

Our business  focuses on acquiring and operating both asset and non-asset  based
truck-load   carriers.   We  are  currently  marketing  our  administrative  and
logistical  expertise to freight  shippers in the  contiguous 48 states.  We are
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
six-month  period ended  September 30, 2002,  we generated  $455,650 in revenues
from these administrative services.

XRG  plans on  consolidating  established  and  profitable  truck-load  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.

Our  philosophy  within the  truckload  industry  is to hire out the  "purchased
transportation".  It is our belief  that this allows us the ability 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.

                                       8
<PAGE>
             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

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  and
successfully implement our business plan.

RESULTS OF OPERATIONS

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

XRG generated $230,702 in revenues during the three-month period ended September
30, 2002 from our  administrative  services  provided to one  customer.  Related
expenses were  $233,850  resulting in a negative  gross margin of $3,148.  These
services provide an important  platform for our eventual  acquisition of several
truck-load  carriers.  During the  three-month  period ended  September 30, 2001
there  were  no  revenues.  We  continue  to  focus  our  efforts  primarily  on
identifying  profitable  truck-load  carriers  throughout  the United States for
acquisition and securing financing to support our business.

For the three-month period ended September 30, 2002, total selling,  general and
administrative  expenses  were  $122,464 as compared to $88,393 for the previous
three-month  period,  an increase of $34,071 or 39%. This increase is the result
of an increase in consulting,  travel,  and office costs,  plus additional legal
and accounting  costs  associated  with  completing our Form 10-SB  Registration
Statement.

Interest  expense for the  three-month  period ended September 30, 2002 and 2001
was  $24,883  and  $6,995,  respectively.  This  increase  of $17,888 or 256% is
associated  with an increase in long-term  debt of $448,000  from  September 30,
2001 to September 30, 2002.

We had a net loss of $150,495 for the  three-month  period ended  September  30,
2002 as  compared to a loss of $95,388 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 $0.02 for the three-month period ended September 30, 2002
and the three-month period ended September 30, 2001. The weighted average shares
outstanding for the three-month period ended September 30, 2002 was 9,262,912 as
compared to 6,512,912 for the preceding  three-month  period ended September 30,
2001.

                                       9
<PAGE>
             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)

Six months ended  September 30, 2002 compared to six months ended  September 30,
2001

XRG generated  $455,650 in revenues during the six-month  period ended September
30, 2002 from administrative services.  Related expenses were $483,483 resulting
in a negative  gross  margin of  $27,833.  During  the  six-month  period  ended
September 30, 2001 there were no revenues.

For the six-month  period ended September 30, 2002,  total selling,  general and
administrative  expenses  were $195,482 as compared to $114,427 for the previous
six-month  period, an increase of $81,055 or 71%. This increase is the result of
an increase in consulting,  travel,  and office costs, plus additional legal and
accounting  costs  associated  with  completing  our  Form  10-SB   Registration
Statement.

Interest  expense for the six-month period ended September 30, 2002 and 2001 was
$46,895  and  $10,844,  respectively.  This  increase  of  $36,051  or  333%  is
associated with an increase in long-term debt during the current period.

We had a net loss of $270,210 for the six-month  period ended September 30, 2002
as compared to a loss of $125,271 for the prior six-month period.  This increase
in our operating loss over that of the preceding  six-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 $0.03 for the six-month  period ended  September 30, 2002
as compared to a loss per share of $0.02 for the for the six-month  period ended
September 30, 2001. The weighted  average shares  outstanding  for the six-month
period ended  September  30, 2002 was 9,262,912 as compared to 6,512,912 for the
preceding six-month period ended September 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.  As of
September 30, 2002,  we have  received  $848,000 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 March 2003 and September 2004 and are  unsecured.  None
of these notes individually exceed $100,000.  The current portion of these notes
is $330,000 which is due between March 2003 and September  2003. 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  3,412,000  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.

                                       10
<PAGE>
             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)


For the  six-month  period ended  September 30, 2002 we used $283,347 in cash in
operating  activities  as  compared to  $128,108  in the  similar  period  ended
September  30,  2001.  Financing  activities  for  the  six-month  period  ended
September 30, 2002 provided $117,000 from the issuance of notes payable. For the
six-month  period ended September 30, 2002, cash decreased  $175,697 as compared
to an increase of $156,663 in the prior six-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 September 30, 2002 of $139,482 and negative
working  capital of  $251,779.  Our monthly  cash "burn  rate" is  approximately
$50,000 per month.

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. 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
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.

PART II - OTHER INFORMATION

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

         None

                                       11
<PAGE>
             XRG, Inc. f/k/a XRG International, Inc. and Subsidiary
                          (A Development Stage Company)


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

         During the six month  period  ended  September  30,  2002,  the Company
         issued  $163,000 of notes payable.  In connection  with the notes,  the
         Company issued  detachable  warrants to purchase  652,000 shares of the
         Company's restricted common stock. 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.

         On September 26, 2002 we terminated  American Stock Transfer & Trust as
         our transfer agent and appointed Florida Atlantic Stock Transfer,  Inc.
         of Tamarac, Florida as our new transfer agent. We have since reconciled
         our  records  to the  records of our  transfer  agent.  According  to a
         certified  shareholder  list  provided by our new transfer  agent,  the
         number of shares of common  stock  outstanding  is 9,262,912 at October
         25, 2002.  We have  revised our  financial  statements  to reflect this
         amount  outstanding  as certified by our transfer  agent.  In addition,
         effective October 7, 2002, we terminated certain consulting  agreements
         which   resulted  in  us   canceling   321,200   warrants  for  nominal
         consideration.  No warrants  had been issued to the  consultants  under
         these agreements.

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

         None

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

         On October 7, 2002,  Mr.  Neil  Treitman  was  appointed  as our Chief
         Operating Officer.

Item 6.  Exhibits
         --------

         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.

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<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:   11/14/2002

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

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



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