-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QeYe2QtHeoS7S+B9+EUM1v3cjkklMym3ZeDpsVYUvypdrUOJI7LMm+cyPT9FX9Yl K9GhtoEoOWNgmhu4jlUk8g== 0001210052-05-000071.txt : 20050809 0001210052-05-000071.hdr.sgml : 20050809 20050809164448 ACCESSION NUMBER: 0001210052-05-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XRG INC CENTRAL INDEX KEY: 0001168375 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 582583457 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79844 FILM NUMBER: 051010533 BUSINESS ADDRESS: STREET 1: 601 CLEVELAND ST. STREET 2: SUITE 820 CITY: CLEARWATER STATE: FL ZIP: 33755-4169 BUSINESS PHONE: 727-475-3060 MAIL ADDRESS: STREET 1: 601 CLEVELAND ST. STREET 2: SUITE 820 CITY: CLEARWATER STATE: FL ZIP: 33755-4169 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-659-7790 MAIL ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 xrg13da4.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No 4) Under the Securities Exchange Act of 1934 XRG, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98382P205 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No 98382P205 1. Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2. Check the Appropriate Box if a Member of a Group (a) [ ] (a) [ ] (b) [ x ] 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power Shares Beneficially Owned 17,916,667 shares of Common Stock By Each 8. Shared Voting Power Reporting 0 Person With 9. Sole Dispositive Power 17,916,667 shares of Common Stock 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,916,667 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 73.5% of the Common Stock of the Issuer 14. Type of Reporting Person PN ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, par value $0.001 per share, (the "Common Stock") of XRG, INC., a Delaware corporation (the "Issuer") having its principal executive offices at 601 Cleveland Street, Clearwater, Florida 33755 ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew Barron Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. N/A ITEM 4. PURPOSE OF TRANSACTION. N/A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (c) On July 29, 2005 the Reporting Person made a $600,000 investment in the Issuer in the form of units (Units), consisting of promissory notes, common stock and common stock purchase warrants. A $100,000 Unit consists of (i) a $75,000 promissory note and (ii) $25,000 allocated to acquire 12,500 shares of common stock at $2.00 per share and 625,000 common stock purchase warrants with an exercise price of $2.00. As a result the Reporting Person received 75,000 shares of the Common Stock and warrants to purchase 3,750,000 shares of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No change ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. SIGNATURE1 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 8, 2005 ______________________________ /s/ ANDREW BARRON WORDEN Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----