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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

 þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2012

or

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ______ to ______

_________________

XR ENERGY INC.

(Exact name of registrant as specified in its charter) 

_________________

Neveda 333-178156 27-0851973
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)

373 Smithtown Bypass, Suite 198 Hauppaguge, NY 11788
(Address of Principal Executive Offices) (Zip Code)

(631)-913-8090
(Registrant’s telephone number, including area code)

N/A
(Former name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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  þ     No   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o     No  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company  þ

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o     No  þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 22,818,800 shares of common stock issued and outstanding as of November 13, 2012.

 
 

 
 

 

 

TABLE OF CONTENTS

 

   
   
PART I  - Financial Information
   
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
   
PART II – Other Information 12
   
Item 1.  Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES 14

 

 

 
 

 

PART I.      FINANCIAL INFORMATION

 

Safe Harbor Statement

 

This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: growth and anticipated operating results; developments in our markets and strategic focus; product development and reseller relationships and future economic and business conditions.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

ITEM 1.  Financial Statements

 

The unaudited interim financial statements of XR Energy, Inc. (the “Company,” “XR,” “we,” “our,” or “us”) follow.  All currency references in this report are in U.S. dollars unless otherwise noted.

 

XR Energy, Inc.

Unaudited

(Expressed in U.S. Dollars)

 

September 30, 2012

 

Unaudited Balance Sheets  4
Unaudited Statements of Operations  5
Unaudited Statement of Stockholders Equity 6
Unaudited Statements of Cash Flows  7
Unaudited Notes to the Financial Statements  8

 

 
 

 

 

XR Energy, Inc.
Balance Sheets
As of September 30, 2012 (Unaudited) and December 31, 2011

 

  September 30, 2012 December 31, 2011
  (Unaudited)  
ASSETS    
     
      Current assets    
             Cash and cash equivalents $     5,125  $     16,922 
        Total current assets 5,125  16,922 
Total Assets $     5,125  $    16,922 
     
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
     
     Current liabilities:    
           Accounts payable and accrued expenses $     5,785  $     4,200 
          Note payable line of credit 5,000  --
     Total current liabilities 10,785  4,200 
Long-term liabilities:    
            Due to officer 1,250  1,250 
Total Liabilities 12,035  5,450 
     
     
Stockholders' Equity    
Common stock, $0.0001 par value; 100,000,000 shares authorized, 22,818,800 shares issued and outstanding as of September 30, 2012 and December 31,2011 2,282  2,282 
Additional paid in capital 54,418  54,418 
Accumulated deficit (63,610) (45,228)
Total Stockholders' Equity (6,910) 11,472 
Total Liabilities and Stockholders' Equity $     5,125  $     16,922 

 

See accompanying notes to financial statements

 
 


XR Energy, Inc.
Statements of Operations
For the Three and Nine Months Ended September 30, 2012 and 2011
(Unaudited)

 

 

   For the Three Months ended    For the Nine Months ended
  September 30,     2012   September 30,     2011   September 30,     2012  

September 30,

2011

               
Revenues $     918    $     874    $     4,661    $     5,916 
     Total revenues 918    874    4,661    5,916 
               
Operating expenses              
      General and administrative:              
              Professional fees  8,676    4,500    19,014    4,500 
             Rent and utilities 525    525    1,575    1,575 
             Filing fees 1,254    375    1,725    375 
             Advertising and promotion  --   --   200     --
             Corporate income taxes --   --   430    270 
            Miscellaneous expenses 74    --   99    240 
Total operating expenses 10,529    5,400    23,043    6,960 
 Net Profit / (Loss) $     (9,611)   $     (4,526)   $     (18,382)   $     (1,044)
               
Net profit (loss) per share - basic and diluted $     (0.00)   $   (0.00)   $    (0.00)   $     (0.00)
               
Weighted average shares outstanding:              
Basic and diluted 22,818,800    22,818,800    22,818,800    22,803,859 

See accompanying notes to financial statements

 
 

XR Energy, Inc.
Statement of Stockholders' Equity
For the Nine Months Ended September 30, 2012
(Unaudited)

 

 

  Common stock Additional    
  Number of Shares   Amount Paid-in Capital  Accumulated   Deficit Total Stockholders’ Equity
Balances at December 31, 2011 22,818,800   $     2,282 $     54,418 $     (45,228) $     11,472 
Net profit (loss) for the nine months ended September 30, 2012 --   -- -- (18,382) (18,382)
Balances at September 30, 2012 (Unaudited) 22,818,800   $     2,282 $     54,418 $     (63,610) $     (6,910)

 

 
 

See accompanying notes to financial statements

 

 

 

XR Energy, Inc.
Statements of Cash Flows
For the Three and Nine Months Ended September 30, 2012 and 2011
(Unaudited)

 

   For the Nine Months Ended
 

September 30,

2012

 

September 30,

2011

       
Cash Flows from Operating Activities:      
Net Profit (Loss) $    (18,382)   $     (1,044)
Adjustments to reconcile net profit (loss) to  net cash provided (used) by operating activities:      
Changes in operating assets and liabilities:      
     Accounts payable and accrued expenses 1,585    1,575 
Total adjustments 1,585    1,575 
Net cash provided by (used in) operating activities (16,797)   531 
       
Cash Flows From Financing Activities:      
Proceeds from note payable line of credit 5,000    --
Private placements of common stock --   13,000 
Net cash provided by financing activities 5,000    13,000 
       
Net increase (decrease) in cash and cash equivalents (11,797)   13,531 
       
Cash and cash equivalents, beginning of the period 16,922    18,413 
Cash and cash equivalents, end of the period $     5,125    $     31,944 
       
Supplemental Disclosures:      
     Interest and taxes paid:      
          Cash paid for interest expense $     --   $     --
          Cash paid for income taxes $     430    $     270 

 
 

 

See accompanying notes to financial statements
XR Energy, Inc.

Notes To Financial Statements

For The Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited)

 

(1) Organization and Business Description

 

XR Energy, Inc. (“XR” or the “Company”) was incorporated under the laws of the State of Nevada on August 31, 2009. XR offers energy consulting services to smaller sized middle market companies in the New York Metropolitan Area. The Company also earns a commission from the related utility for energy services brokered and sold to its customers.

Going Concern Uncertainty

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates the Company continuing as a going concern. As of September 30, 2012, the Company had cash of $5,125 and a working capital deficit of $5,660. For the period August 31, 2009 (inception) through September 30, 2012, the Company had minimal revenues and a cumulative net loss of $63,610. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. However, the Company plans to improve its financial condition by raising additional capital by selling shares of its common stock. Also, the Company plans to pursue new customers and acquisition prospects in order to attain profitable operations. However, there is no assurance that the Company will be successful in accomplishing these objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

(2) Interim Financial Statements

The accompanying unaudited interim financial statements of XR Energy, Inc. (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the year ending December 31, 2012. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and notes related thereto for the years ended December 31, 2010 and 2011 included in our Form S-1 filed with the SEC that became effective on July 19, 2012.

 

(3)  Related Party Transactions

Included in Accounts Payable and Accrued Expenses at December 31, 2011 and September 30, 2012 is $4,200 and $5,575, respectively, due to a Company, which is owned by a founding shareholder and officer of XR, for rent and related costs for office space utilized by XR under a verbal month-to-month agreement.

 

(4) Note Payable Line of Credit

On May 10, 2012, the Company executed a Promissory Note payable to the Chief Executive Officer (the “Holder”). The Promissory Note provides that until May 10, 2013, upon two business days prior written notice to the Holder, the Company may borrow from the Holder, from time to time, any amount in increments of up to $5,000, provided that the aggregate principal amount outstanding under this note shall not exceed $25,000 and the Holder shall not be obligated to make any advances if an Event of Default has occurred and is continuing. The Promissory Note accrues interest at a rate of 5% per annum (default rate of 15% per annum) and is due no later than May 10, 2013. As of September 30, 2012, the Company has borrowed $5,000 against this Promissory Note.

 
 

(5) Due To Officer

Due to Officer at September 30, 2012 and December 31, 2011 represents monies advanced to the Company by a major shareholder of the Company for the purpose of providing working capital for the business. The amount due is non-interest bearing and is payable on demand. The balance has been classified as a Long-term Liability because a demand for payment is not expected currently.

(6)  Commitments and Contingencies

Rental Agreement

The Company rents office space from a related party (see Note 3) under a month-to-month agreement which provides for rent of $175 per month.

Registration Statement

On November 23, 2011, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) to register for sale the 2,818,800 shares of common stock issued to consultants in 2009 and sold to investors in a series of private placements in 2010 and 2011. On July 19, 2012, the registration statement was declared effective by the SEC. The Company will not receive any proceeds from the shares sold by the selling shareholders.

Consulting Agreement

On May 30, 2012, the Company entered into an Agreement for Advisory Services (the “Agreement”) with a consulting firm (the “Advisor”). The Agreement provides for the Advisor to introduce the Company to a qualified market maker (who will submit a Form 211 application with FINRA to quote and trade shares of the Company’s common stock) and to assist the Company in preparing and obtaining FINRA approval of the Form 211 application for a consulting fee of $4,000, which the Company paid to the Advisor on June 11, 2012. The Agreement has a term beginning May 30, 2012 and expiring upon FINRA approval of the Form 15C-211 application. At June 30, 2012, the $4,000 payment was classified as Prepaid Consulting on the Balance Sheet and was expensed during the three months ended September 30, 2012.

Conflicts of Interests

The Chief Executive Officer of the Company is currently involved in other business activities and may become involved in additional business opportunities in the future. As such, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

(7) – STOCKHOLDERS’ DEFICIT

 

The Company is authorized to issue up to 100,000,000 shares of its $0.0001 common stock.  At September 30, 2012 and December 31, 2011, there were 22,818,800 shares issued and outstanding.  

 

During the three and nine months ended September 30, 2012, the Company did not issue any shares of common stock.

 

 

(8) - SUBSEQUENT EVENTS

 

 We have evaluated subsequent events through November 13, 2012, which is the date the financial statements were issued.

 

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

 

As used in this Form 10-Q, references to “XR Energy,” the “Company,” “we,” “our” or “us” refer to XR Energy Inc. unless the context otherwise indicates.

 

 
 

Forward-Looking Statements

 

The following discussion and analysis and results of operations should be read in conjunction with our unaudited financial statements and accompanying notes and the other financial information which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

For a description of such risks and uncertainties, refer to our Registration Statement on Form S-1 which was declared effective by the Securities and Exchange Commission on July 19, 2012 (registration statement no. 333-178156). While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

 

Business Overview

 

We were formed to offer energy consulting services to smaller sized middle market companies, which are companies generating less than $5,000,000 a year in revenues. The Company will analyze customer’s energy consumption and recommend energy saving solutions.

 

Results of Operations

 

Comparison of Three Months Ended September 30, 2012 and 2011:

 

Revenues

 

The Company generated $918 of revenues for the three months ended September 30, 2012, as compared to $874 of revenues for the three months ended September 30, 2011.

 

Total Operating Expenses

 

During the three months ended September 30, 2012, total operating expenses were $10,529, which includes $$8,676 professional fees, $1,254 for filing fees, $525 for rent and utilities and $74 miscellaneous expenses, compared to total operating expenses of $5,400 for the three months ended September 30, 2011, which expenses included $4,500 for professional fees, $525 for rent and utilities and $375 for filing fees.  The increase in total operating expenses of $5,129 represents an increase of approximately 95%, primarily as a result of our increase in professional fees and filing fees in connection with our registration statement filed with the Securities and Exchange Commission.

 

Net loss

 

For the three months ended September 30, 2012, net loss was $9,611 compared with net loss for the three months ended September 30, 2011 of $4,526, which represents an increase of $5,085, or approximately 112%.

 

Comparison of Nine Months Ended September 30, 2012 and 2011

 

 
 

Revenues

 

The Company generated $4,661 of revenues for the nine months ended September 30, 2012, as compared to $5,916 of revenues for the nine months ended September 30, 2011.

 

 

Total Operating Expenses

 

During the nine months ended September 30, 2012, total operating expenses were $23,043, which includes $19,014 for professional fees, $1,725 for filing fees, $1,575 rent and utilities, $430 corporate income taxes, $200 advertising and promotion and $99 miscellaneous expense, compared to total operating expenses of $6,960 for the nine months ended September 30, 2011, which includes $4,500 professional fees, $1,575 for rent and expenses, $375 filing fees, $270 corporate tax and $240 for miscellaneous expense.  The increase in total operating expenses of $16,083, representing an increase in 231%, was primarily a result of the increase in research and development expenses.

 

Net loss

 

For the nine months ended September 30, 2012, net loss was $18,382 compared with net loss for the nine months ended September 30, 2011 of $1,044 which represents an increase of $17,338, or approximately 1,661%. The increase in net loss was attributed primarily to the professional fees relating to the registration statement filed with the Securities and Exchange Commission.

 

Liquidity and Capital Resources

 

As of September 30, 2012 we had $5,125 in cash. On September 30, 2012, our total current liabilities were $10,875. We had a stockholders’ deficiency of $6,910 at September 30, 2012. We believe that such funds will be insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company.

On May 10, 2012, the Company executed a Promissory Note payable to Anthony Muratore, our president and a director. The note provides that until May 10, 2013, upon two business days' prior written notice to Mr. Muratore, we may borrow, from time to time, any amounts in increments of up to $5,000, provided that the aggregate principal amount outstanding under this note does not exceed $25,000. The note bears interest at a rate of 5% (default rate of 15%) and is due no later than May 10, 2013. As of September 30, 2012, the Company has borrowed $5,000 against this Promissory Note.

The Company currently has no other agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.  Since the Company has no significant arrangement or plan currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

 

Going Concern Consideration

 

For the period August 31, 2009 (inception) through September 30, 2012, the Company had minimal revenues and a cumulative net loss of $63,610. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. However, the Company plans to improve its financial condition by raising additional capital by selling shares of its common stock. Also, the Company plans to pursue new customers and acquisition prospects in order to attain profitable operations. However, there is no assurance that the Company will be successful in accomplishing these objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

 
 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Based on our evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2012.

 

Changes in Control Over Financial Reporting

 

During our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.

 

Purchases of equity securities by the issuer and affiliated purchasers

 

None.

 

Item 2. Unregistered Sale of Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other information

 

None.

 

Item 6. Exhibits

 

Exhibit No. Description Location
3.1 Articles of Incorporation of XR Energy, Inc Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011
3.2 By-laws of XR Energy, Inc Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011
4.1 Promissory Note Incorporated by reference to Exhibit 4.1 to Registrant’s Amendment No. 1 to SEC Form S-1 filed on May 15, 2012
10.1 Consulting Agreement dated September 22, 2009 between XR Energy Inc. and RJB Consulting Inc Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011
10.2 Consulting Agreement dated September 22, 2009 between XR Energy Inc. and Stephen Giametta Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011
10.3 Consulting Agreement dated September 22, 2009 between XR Energy Inc. and Andew Vicari Incorporated by reference to Exhibit 3.1 to Registrant’s SEC Form S-1 filed on November 23, 2011
10.4 Compensation Agreement dated August 2, 2010 between XR Energy Inc. and East Coast Power, LLC Incorporated by reference to Exhibit 10.5 to Registrant’s Amendment No. 3 to SEC Form S-1 filed on June 29, 2012.
10.5 Representative & Fee Agreement dated May 23, 2012 between Lexington Power & Light LLC. and East Coast Power, LLC Incorporated by reference to Exhibit 10.5 to Registrant’s Amendment No. 3 to SEC Form S-1 filed on June 29, 2012.
31.1 Rule 13a-14(a)/15d-14(a) Certifications of Anthony Muratore, President Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certifications of Tara Muratore, Treasurer Filed herewith.
32.1 Section 1350 Certifications of Anthony Muratore, President Filed herewith.
32.2 Section 1350 Certifications of Tara Muratore, Treasurer Filed herewith.

 

 

101.INS XBRL Instance Document**
101.SCH XBRL Taxonomy Extension Schema Document**
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB XBRL Taxonomy Extension Label Linkbase Document**
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

 

*Filed herewith.

**Furnished herewith.

 
 

 

 

SIGNATURES

 

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

 

  XR ENERGY INC.
Dated: November 14 ,2012  
 

By: /s/ Anthony Muratore                                                                              

Name: Anthony Muratore

Title: President (principal executive officer) and Director