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, 2013

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 Hauppauge, 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 o

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, 2013.

 

 

 

TABLE OF CONTENTS

 

PART I  - Financial Information	1
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3. Quantitative and Qualitative Disclosures About Market Risk	9
Item 4. Controls and Procedures	9
PART II – Other Information	9
Item 1.  Legal Proceedings	9
Item 1A. Risk Factors	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3. Defaults Upon Senior Securities	9
Item 4. Mine Safety Disclosures	9
Item 5. Other Information	9
Item 6. Exhibits	9
SIGNATURES	11

 

 

 

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, 2013

 

Unaudited Balance Sheets			2
Unaudited Statements of Operations			3
Unaudited Statement of Stockholders Equity			4
Unaudited Statements of Cash Flows			5
Unaudited Notes to the Financial Statements			6-7

 

 

 

XR Energy, Inc.

Balance Sheets

As of September 30, 2013 (Unaudited) and December 31, 2012

 

		September 30, 2013				December 31, 2012
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	1,056			$	1,253
Accrued Commissions Receivable			—				605
Total current assets			1,056				1,858
Total Assets		$	1,056			$	1,858
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	9,276			$	6,968
Note payable line of credit			25,000				5,000
Total current liabilities			34,276				11,968
Long-term liabilities:
Due to officer			2,250				1,250
Total Liabilities			36,526				13,218
Stockholders' Equity
Common stock, $0.0001 par value; 100,000,000 shares authorized, 22,818,800 shares issued and outstanding as of September 30, 2013 and December 31,2012			2,282				2,282
Additional paid in capital			54,418				54,418
Accumulated deficit			(92,170	)			(68,060	)
Total Stockholders' Equity			(35,470	)			(11,360	)
Total Liabilities and Stockholders' Equity		$	1,056			$	1,858

 

See accompanying notes to financial statements

 

 

 

XR Energy, Inc.

Statements of Operations

For the Three and Nine Months Ended September 30, 2013 and 2012

(Unaudited)

 

 

		For the Three Months ended								For the Nine Months ended
		September 30,     2013				September 30,     2012				September 30,     2013				September 30, 2012
Commission Revenue		$	234			$	918			$	3,139			$	4,661
Total revenues			234				918				3,139				4,661
Operating expenses
General and administrative:
Professional fees			2,748				8,676				12,878				19,014
Transfer  Agent Fees			332				—				10,553				—
Rent and utilities			525				525				1,575				1,575
Filing fees			702				1,254				1,296				1,725
Interest Expense			295				—				734				—
Advertising and promotion			—				—				—				200
Corporate income taxes			—				—				29				430
Miscellaneous expenses			64				74				184				99
Total operating expenses			4,666				10,529				27,249				23,043
Net Profit / (Loss)		$	(4,432	)		$	(9,611	)		$	(24,110	)		$	(18,382	)
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, 2013

(Unaudited)

 

 

					Common stock				Additional
					Number of Shares				Amount				Paid-in Capital				Accumulated   Deficit				Total Stockholders’ Equity
	Balances at December 31, 2012				22,818,800			$	2,282			$	54,418			$	(68,060	)		$	(11,360	)
	Net profit  (loss) for the nine months ended September 30, 2013				—				—				—				(24,110	)			(24,110	)
	Balances at September 30, 2013 (Unaudited				22,818,800			$	2,282			$	54,418			$	(92,170	)		$	(35,470	)

 

 See accompanying notes to financial statements

 

 

 

XR Energy, Inc.

Statements of Cash Flows

For the Three and Nine Months Ended September 30, 2013 and 2012

(Unaudited)

 

		For the Nine Months Ended
		September 30, 2013				September 30, 2012
Cash Flows from Operating Activities:
Net Profit (Loss)		$	(24,110	)		$	(18,382	)
Adjustments to reconcile net profit (loss) to  net cash provided (used) by operating activities:
Changes in operating assets and liabilities:
Accrued Commissions Receivable			605
Accounts payable and accrued expenses			2,308				1,585
Total adjustments			2,913				1,585
Net cash provided by (used in) operating activities			(21,197	)			(16,797	)
Cash Flows From Financing Activities:
Increase in Due to Officer			1,000				—
Increase in Note Payable			20,000				5,000
Net cash provided by financing activities			21,000				5,000
Net increase (decrease) in cash and cash equivalents			(197	)			(11,797	)
Cash and cash equivalents, beginning of the period			1,253				16,922
Cash and cash equivalents, end of the period		$	1,056			$	5,125
Supplemental Disclosures:
Interest and taxes paid:
Cash paid for interest expense		$	—			$	—
Cash paid for income taxes		$	29			$	430

 

See accompanying notes to financial statements

 

 

 

 

XR Energy, Inc.

Notes To Financial Statements

For The Nine Months Ended September 30, 2012 and 2013 (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, or Energy Service Company (“ESCO”), for energy supply 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, 2013, the Company had cash of $1,056 and a working capital deficit of $33,220. For the period August 31, 2009 (inception) through September 30, 2013, the Company had minimal revenues and a cumulative net loss of $92,170. 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 nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. 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, 2011 and 2012 included in our Form 10-K filed with the SEC.

(3)  Related Party Transactions

Included in Accounts Payable and Accrued Expenses at December 31, 2012 and September 30, 2013 is $6,300 and $7,875, 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.

 

XR Energy, Inc.

Notes To Financial Statements

For The Six Months Ended June 30, 2012 and 2013 (Unaudited)

(4) Note Payable

On May 10, 2012, the Company executed a Promissory Note payable to the Chief Executive Officer (the “Holder”). The Promissory Note provided that until May 10, 2013, upon two business days prior written notice to the Holder, the Company could 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 was due no later than September 13, 2013, one year from the date the loan was first made. As of September 13, 2013, the Company had borrowed $25,000 and had accrued interest in the amount of $808 related to this Promissory Note. On September 13, 2013, the Holder sold this Promissory Note to an unrelated third party for face value. The purchaser and the Company agreed to extend the due date for an additional six months through March 12, 2014 under the same terms and conditions.

(5) Due To Officer

Due to Officer of $2,250 and $1,250 at September 30, 2013 and December 31, 2012, respectively, 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.

Major Source of Revenue

One utility accounted for 100% of Commissions Revenue for the nine months ended September 30, 2013 and 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, 2013 and December 31, 2012, there were 22,818,800 shares issued and outstanding.

During the three and nine months ended September 30, 2013, the Company did not issue any shares of common stock.

(8) SUBSEQUENT EVENTS

We have evaluated subsequent events through November 13, 2013, 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

For the three months ended September 30, 2013 and September 30, 2012

Revenues

For the three months ended September 30, 2013, we had $234 in revenue as compared to $918 of revenue for the three months ended September 30, 2012. This revenue was collected from East Coast Power, LLC.

Total operating expenses

For the three months ended September 30, 2013 total operating expenses were $4,666 which consisted primarily of $2,748 for professional fees and $525 for rent and utilities, as compared to $10,529 of operating expenses for the three months ended September 30, 2012 which consisted primarily of $8,676 for professional fees and $525 for rent and utilities.

Net loss

Net loss for the three months ended September 30, 2013 was $4,432, as compared to net loss of $9,611 for the three months ended September 30, 2012.

For the nine months ended September 30, 2013 and September 30, 2012

Revenues

The Company did not generate any significant revenues during the period from August 31, 2009 (inception) through September 30, 2013. For the nine months ended September 30, 2013, we had $3,139 in revenue as compared to $4,661 of revenue for the nine months ended September 30, 2012. This revenue was collected from East Coast Power, LLC.

Total operating expenses

For the nine months ended September 30, 2013 total operating expenses were $27,249 which consisted primarily of $12,878 for professional fees and $10,553 for transfer agent fees and $1,575 for rent and utilities, as compared to $23,043 of operating expenses for the nine months ended September 30, 2012 which consisted primarily of $19,014 for professional fees and $1,575 for rent and utilities. The increase in operating expenses was primarily as a result of an increase in the transfer agent fees.

Net loss

Net loss for the nine months ended September 30, 2013 was $24,110, as compared to net loss of $18,382 for the nine months ended September 30, 2012. The increase in net loss was primarily the result of an increase in the transfer agent fees.

Liquidity and Capital Resources

As of September 30, 2013, the Company had a cash balance of $1,056.  From September 2010 through July 2012 the Company sold an aggregate of 118,800 shares of its common stock in a private placement and raised gross proceeds of $29,700. The Company believes 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 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 September 13, 2013, one year from the date the loan was first made. As of September 13, 2013, the Company has borrowed $25,000 and has accrued interest in the amount of $808 related to this Promissory Note. On September 13, 2013, the Holder sold this Promissory Note to an unrelated third party for face value. The purchaser and the Company agreed to extend the due date for an additional six months through March 12, 2014 under the same terms and conditions.

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.

We currently have no other commitments with any person for any capital expenditures.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Michael T. Studer CPA P.C. is our auditors. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

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, 2013.

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
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 3.2 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 10.1 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 10.2 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 10.3 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 10.6 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*
31.2		Rule 13a-14(a)/15d-14(a) Certifications of Tara Muratore, Treasurer*
32.1		Section 1350 Certifications of Anthony Muratore, President*
32.2		Section 1350 Certifications of Tara Muratore, Treasurer*

 

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.

Date: November 14, 2013	XR Energy
	By: /s/ Anthony Muratore
	Name: Anthony Muratore Title: President (principal executive officer) and Director