# UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 8-K

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# CURRENT REPORT

# PURSUANT TO SECTION 13
OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

# Date of Report
(Date of earliest event reported): February 21, 2006

# Commission File Number
0-49659

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# XRG, INC.(Exact name of
registrant as specified in its charter)

|DELAWARE                                                       | 58-2583457                      
|-------------------------------------------------------------- | --------------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS EmployerIdentification No.)

|601 Cleveland Street, Suite 820, Clearwater, Florida | 33755     
|---------------------------------------------------- | ----------
|(Address of principal executive offices)             | (Zip Code)

# (727) 475-3060(Registrants telephone
number)

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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):

|o |  | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|- |  | -------------------------------------------------------------------------------------

|o |  | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|- |  | --------------------------------------------------------------------------------------

|o |  | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR      240.14d-2(b))
|- |  | -----------------------------------------------------------------------------------------------------------

|o |  | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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|Item 1.01 |  | Entry into a Material Definitive Agreement
|--------- |  | ------------------------------------------

| |  | $580,000 Barron
Working Capital Advance and Related Restructuring Matters.
| |  | --------------------------------------------------------------------------

On February 21, 2006, XRG received $580,000 from Barron Partners, LP
(Barron) in order to meet interim working capital requirements,
which includes the elimination of an overdraft position with Wachovia Bank. The
securities acquired by Barron were issued in ten (10) units. Each unit consisted
of a $48,000 note, 5,000 shares of Common Stock with a purchase price of $2.00
per share, subject to adjustment and warrants to acquire 10,000,000 shares of
XRGs Common Stock exercisable at $2.00, subject to adjustment. In the
aggregate, Barron was issued a $480,000 promissory note bearing interest at
twelve percent, 50,000 shares of XRGs Common Stock at a purchase of $2.00
per share, and warrants to acquire 100,000,000 shares of XRGs Common Stock
exercisable at $2.00 per share.

The warrants contained a special adjustment feature that provided that if all
holders with most favored nations anti-dilution rights and liquidated damages
rights for failure to register securities executed a release and waiver of
liquidated damages rights and most favored nations anti-dilution rights
(Release), then Barron or any other holder thereof agreed that the
number of warrants would be reduced to 4,000,000 and the exercise price shall be
reduced to $.10 per share. This special adjustment feature was also conditioned
upon Ken Steel executing the above referenced Release. XRG was unable to obtain
the Releases from the various holders and Mr. Steel, and accordingly the terms
of the warrants and shares issued to Barron were not adjusted. In addition, Mr.
Steel did not agree to extend the maturity date of his $500,000 promissory note,
which matured on December 31, 2005. The shares and warrants issued to Barron
have registration rights, most favored nations anti-dilution protection,
cashless exercise provisions, and other rights as more fully set forth in the
body of the Subscription Agreement and Common Stock Purchase Warrant, copies of
which are attached as exhibits.

|Item 1.02 |  | Termination of a Material Definitive Agreement
|--------- |  | ----------------------------------------------

On February 20, 2006, XRG and R&R Express, Inc., agreed in principal to
terminate the Administrative Services Agreement between XRG, Inc., XRG G&A,
Inc., R&R Express, Inc. and Richard Francis, which was originally entered as of
April 1, 2005 and amended on or about April 25, 2005. XRG, R&R Express, Inc.,
and Mr. Francis agreed to a 30-day transition period to relocate the
administrative functions, which were managed by R&R Express, Inc. and Mr.
Francis at R&R Express, Inc. Pittsburghs headquarters back to XRG. In
connection with this termination, Mr. Francis agreed to resign as the CEO and
director of XRG, effective February 21, 2006.

XRG, R&R Express, Inc. and Mr. Francis are in the process of formalizing a final
termination agreement. There is no assurance that XRG, R&R Express, Inc. and Mr.
Francis will be able to formalize a final termination of the Administrative
Services Agreement. XRG is in the process of evaluating its options in
connection with this matter. The termination of this relationship also affects
XRGs ability to maintain the business and revenue of R&R Express Intermodal,
Inc.

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|Item 3.02 |  | Unregistered Sales of Equity Securities
|--------- |  | ---------------------------------------

XRG makes reference to the disclosure set forth in Item 1.01, Entry into a
Material Definitive Agreement, regarding the recent $580,000 unit investment by
Barron Partners, LP. XRG is currently negotiating with R&R Express, Inc. and
Mr. Francis regarding the issuance of up to 300,000 shares of its Common Stock
in connection with the termination of the Administrative Services Agreement.

|Item 3.03 |  | Material Modification of Rights of Security Holders
|--------- |  | ---------------------------------------------------

XRG makes reference to the disclosures set forth in Item 1.01 of this Form 8-K
in connection with the $580,000 Barron working capital advance, which includes a
description of the inability of XRG to obtain releases from the holders of
liquidated damages and most favored nations rights and the rights granted to
Barron in connection with this financing. Reference is also made of the exhibits
attached this Form 8-K regarding these matters, the terms of which are
incorporated herein by reference.

|Item 5.02 |  | Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
|--------- |  | ------------------------------------------------------------------------------------------------------

Effective February 21, 2006, Mr. Francis resigned as our Chief Executive Officer
and a Director. XRG appointed Eddie R. Brown as its new Chief Executive Officer,
effective immediately. Reference is made to the press releases attached as
exhibits to this Form 8-K filing for additional information regarding the
appointment of Mr. Brown and the termination of the R&R Express, Inc.
Administrative Services Agreement. In addition, a copy of Mr. Francis
written resignation is also attached as an exhibit to this Form 8-K.

|Item 8.01 |  | Other Events
|--------- |  | ------------

XRG has not filed its Form 10-QSB for the quarter ended December 31, 2005. XRG
does not currently have the cash resources to pay outstanding fees to its
auditors and consultants necessary for the preparation of this filing.
Accordingly, it is anticipated that XRG will lose its listing privileges on the
OTC.BB and that its shares will be traded in the pink sheets.

From time to time XRG received notices from Express Freight, Inc. that a
Major Funding Default has occurred pursuant to the terms of the
Settlement Agreement entered into in April 2005. We continue to be exposed to
the risk that Express Freight, Inc. will terminate its Terminal Agreement, which
may have a material adverse effect on the financial position of XRG because of
the reduction in revenues associated with this Terminal Agreement. We are
currently in negotiations with the shareholders of Express Freight, Inc.
regarding the relocation of our administrative functions to their facilities.
However, we have been unable to reach an agreement on terms with these parties
regarding employment agreements, the issuance of additional stock and
reimbursement of other associated expenses. We are unable to predict whether we
will be able to resolve these outstanding matters, and whether such parties will
elect to terminate the existing Terminal Agreement.

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# SIGNATURE

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

|Date:   March 6, 2006 | XRG, INC.  
|--------------------- | -----------
|                     
|                      | By:        
|                      | Print Name:
|                      | Title:     

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# EXHIBITS TO FORM 8-K

|Exhibit No. |  | Description
|----------- |  | -----------

|Exhibit 10.1 |  | Subscription Agreement with Barron Partners, LP.
|------------ |  | ------------------------------------------------

|Exhibit 10.2 |  | Copy of $480,000 Promissory Note, payable to Barron Partners, LP.
|------------ |  | -----------------------------------------------------------------

|Exhibit 10.3 |  | Copy of Common Stock Purchase Warrant for 100,000,000 shares of Barron Partners,
LP.
|------------ |  | ------------------------------------------------------------------------------------

|Exhibit 10.4 |  | Written resignation of Richard S. Francis dated February 21, 2006.
|------------ |  | ------------------------------------------------------------------

|Exhibit 99.1 |  | Press Release announcing Richard S. Francis stepping down as Chief Executive
Officer and establishing an in-house G&A Services.
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------

|Exhibit 99.2 |  | Press Release announcing Eddie R. Brown as Chief Executive Officer.
|------------ |  | -------------------------------------------------------------------

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