# 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 9, 2007

# 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 501-13, 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 1.02
        Termination of a Material Definitive Agreement




Due to the events described herein, all terminal agreements, broker agreements and agent agreements between XRG and the agents, brokers and terminals that do business with XRG are terminated as XRG will no longer be acting as a carrier of good in interstate commerce.  Effective as of February 14, 2007, XRG does not anticipate that it will act as a common carrier and generate any future revenues in connection with this transportation business.



Item 2.05
        Costs Associated with Exit or Disposal Activities




As described herein, XRG is ceasing active business operations as a non-asset based carrier.  XRG continues to incur a substantial negative working capital deficit which is due to a variety of factors, including but not limited to the inability of XRG to generate sufficient revenue to generate positive cash flow under its agency business model.  Barron Partners, LP (Barron), who has funded XRG in excess of $9,000,000 of working capital and equity investments, is unwilling to provide XRG any additional capital.  XRG will not have sufficient capital to satisfy its outstanding obligations to its creditors.  XRG has appointed Jay Ostrow as its agent for receiving communications and the coordination of winding down XRGs business.



Item 2.06
        Material Impairments




Based upon the events described in this Form 8-K relating to the winding down of XRGs business, it is anticipated that XRG will write off any assets on its balance sheet relating to its previous acquisitions, goodwill or other assets associated with its trucking business.



Item 5.02
        Departure of Directors or Principal Officers




Due to the winding down of XRGs business, Eddie R. Brown, Terence F. Leong and Michael T. Cronin have resigned as officers and directors of XRG.  Jay Ostrow shall remain the sole officer and director of XRG and shall be responsible for the winding down of XRGs affairs.



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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.



Dated:
        February 14, 2007
        
        XRG, INC.By:
        /s/ Jay OstrowPrint Name:
        Jay OstrowTitle:
        Principal Accounting Officer


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