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

FORM 10-KSB_________________

(Mark One)

[X] ANNUAL REPORTUNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2007OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file Number: 000-51698_______________

Xeno Transplants
Corporation(Name of small business issuer in its
charter)

_______________

|Nevada                          | 98-0335119                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

1066 West Hastings Street, Suite 2610, Vancouver, BC, Canada
V6E 3X2(Address of principal executive offices, Zip Code)

(604) 684-4691(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:
None Securities registered under Section 12(g) of the Exchange Act: Common
Stock, $0.001 par value

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the issuers knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]

Indicate by check mark whether the issuer is a shell company (as
  defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
  The Issuers revenues for its most recent fiscal year were $0.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of September 10, 2007, was $34,251,447.

The number of shares outstanding of each of the Issuers classes
of equity as of September 17, 2007, was 40,295,820 shares of common stock.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

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|Xeno Transplants Corporation    
|--------------------------------
|                                
|FORM 10-KSB                     
|                                
|For the Year Ended June 30, 2007
|                                
|INDEX                           

|Note Regarding
      Forward-Looking Statements. | 4                                                                                         
|------------------------------------------------ | ------------------------------------------------------------------------------------------
|PART I                                           |                                                                                           
|Item 1.                                          | Description
      of Business                                                             
|                                                 | Corporate History and
      Intercorporate Relationships                                  
|                                                 | General
      Overview                                                                    
|                                                 | Critical Issues Governing the
      Application of Xenotransplantation                    
|                                                 | Chronology of
      Development                                                           
|                                                 | The Companys Intellectual
      Property                                                 
|                                                 | Massachusetts
      General Hospital                                                      
|                                                 | Infigen, Inc. Patents                                                                     
|                                                 | Business
      Relationships                                                              
|                                                 | Research and Development                                                                  
|                                                 | Markets                                                                                   
|                                                 | Transplantation Market
      Overview                                                     
|                                                 | Liver
      Transplantation                                                               
|                                                 | Kidney Transplantation                                                                    
|                                                 | Additional
      Transplant Programs                                                      
|                                                 | Islet Cell Transplantation                                                                
|                                                 | FDA Approval
      Process                                                                
|                                                 | Regulatory Progress in
      Xenotransplantation                                          
|                                                 | Competition                                                                               
|Item 2.                                          | Description of Property                                                                   
|Item 3.                                          | Legal
      Proceedings.                                                                  
|Item 4.                                          | Submission of Matters to a
      Vote of Security Holders.                                
|                                                 |                                                                                           
|PART II                                          | 15                                                                                        
|Item 5.                                          | Market for
      Common Equity and Related Stockholder Matters.                           
|                                                 | Recent Sales of Unregistered
      Securities                                             
|                                                 | Small
      Business Issuer Purchases of Equity Securities                                
|Item 6.                                          | Managements Discussion and
      Analysis or Plan of Operation                           
|                                                 | About Xeno
      Transplants Corporation                                                  
|                                                 | Overview                                                                                  
|                                                 | The
      Companys Business                                                              
|                                                 | Critical Accounting Polices
      and Estimates                                           
|                                                 | Results of
      Operations for the three-month and six-month period ended June 30, 2007  
|                                                 | Operating Expenses                                                                        
|                                                 | Amortization                                                                              
|                                                 | Net Loss for the Period                                                                   
|                                                 | Summary of
      Quarterly Results                                                        
|                                                 | Liquidity and Capital
      Resources                                                     
|                                                 | Recent
      Accounting Pronouncements                                                    
|                                                 | Off-Balance Sheet
      Arrangements                                                      
|Item 7.                                          | Financial
      Statements.                                                               
|Item 8.                                          | Changes In and Disagreements
      With Accountants on Accounting and Financial Disclosure
|Item 8A.                                         | Controls and Procedures                                                                   
|Item 8B.                                         | Other
      Information                                                                   

2

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|Part
      III |                                                                                                                                                   | 37
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --
|Item
      9.  | Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act | 37
|               | Executive
      Officers and Directors                                                                                                            | 37
|               | Legal
      Proceedings                                                                                                                           | 37
|               | Section
      16(a) Beneficial Ownership Reporting Compliance                                                                                     | 37
|               | Code
      of Ethics                                                                                                                              | 37
|               | Audit
      Committee and Audit Committee Financial Expert                                                                                        | 38
|Item
      10. | Executive
      Compensation                                                                                                                      | 38
|               | Compensation
      of Named Executive Officers                                                                                                    | 38
|Item
      11. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters                                        | 39
|Item
      12. | Certain
      Relationships and Related Transactions, and Director Independence.                                                                  | 40
|Item
      13. | Exhibits                                                                                                                                          | 41
|Item
      14. | Principal
      Accountant Fees and Services                                                                                                      | 42

3

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

Xeno Transplants Corporation (the Company) cautions
readers that certain important factors (including without limitation those set
forth below) may affect the Companys actual results and could cause such
results to differ materially from any forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities and Exchange Act of 1934,
as amended (the Exchange Act), made herein. The Company intends such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe-harbor provisions. You should not rely on forward-looking statements
in this document. Forward-looking statements are based on current management
expectations that involve risks and uncertainties that may result in such
expectations not being realized. Without limiting the generality of the
foregoing, words such as may, expect, expects, believe, believes,
plan, plans, anticipate, anticipates, intend, intends, could,
estimate, estimates, continue, or continues and the negative of such
words and phrases are intended to identify forward-looking statements. These
statements are based on the Companys beliefs as well as assumptions the Company
has made using information currently available to it. Some, but not all, of the
factors that may cause these differences include those discussed in the Risk
Factors section.

In particular, this document contains forward-looking
statements pertaining to the following:

- the Companys intended business objectives and the implementation of those
  objectives going forward;
- the inability of the Companys pig herd cells to infect humans with PERV
  (as defined herein);
- the Companys position in the field of tolerance and rejection with
  respect to transplantation methods and materials;
- the timing, scope and success of the Companys desired clinical trials;
- the ability to obtain regulatory approvals for the Companys products;
- the likelihood that the Company receives the Orphan Drug, Fast Track and
  Priority review designations by the U.S. Food and Drug Administration (the
  FDA);
- the closing of the private placement of $1.5 million and the need for
  additional financing in the future;
- the possibility that xenotransplantation will become a treatment
  alternative to limited human donor sources;
- managements projection of the price of xenotransplantation;
- the market potential for the Companys xenotransplants;
- the desirability of the Companys inbred miniature swine for
  xenotransplantation;
- the ability of the Company to identify miniature swine donor pigs that may
  be incapable of infecting human cells;
- the Companys intended focus on the field of ESRD (as defined herein),
  specifically the transplantation of porcine kidneys; diabetes, specifically
  the transplantation of porcine islet cells; and their impact upon the
  Companys other research and development activities;
- the Companys intentions not to pay dividends in the future;
- the ability of the Company and CrossCart (as defined herein) to agree to a
  definitive acquisition agreement;
- the need to satisfy the conditions to closing of such definitive
  acquisition agreement and the private placements of units;
- the integration of the businesses of the Company and CrossCart; and
- the need to satisfy the regulatory and legal requirements with respect to
  the acquisition of CrossCart and private placement of units.

The actual results could differ materially from those
anticipated in these forward-looking statements as a result of the risk factors
contained in the section entitled Risk Factors in Exhibit 99.1 to the
Companys current report on Form 8-K filed May 14, 2007 and other risks and
uncertainties identified elsewhere in this document.

These forward-looking statements are made as of the date of
this document and the Company assumes no obligation to update such
forward-looking statements or to update the reasons why actual results could
differ materially from those anticipated in such forward-looking statements.

4

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PART I

Item 1. Description of Business.

Corporate History and Intercorporate Relationships

The Company was incorporated under the laws of the State of
Nevada on October 5, 2004. Until recently the Company was a software development
company and its plan was to commercialize an enterprise information portal and
related software applications. It was in the early marketing stages of its
software application and infrastructure build out, and has not as yet generated
any revenue. Through the merger of its wholly-owned subsidiary, Icon Acquisition
Corporation (Merger Sub), with and into American Xeno Inc. (AXI) described
below, the Company has undertaken a new strategic and business direction. The
Company is now a bio-technology research and development company that holds an
exclusive commercial license from Massachusetts General Hospital (MGH) derived
from over 15 years of development in the field of xenotransplantation by
Novartis Pharmaceuticals (Novartis) and its associated research entities.
Xenotransplantation is defined as the transplantation of organs, cells and
tissues from one species to another. At this time, the Company has no employees
and no material business operations. AXI is a bio-technology research and
development company incorporated in Nevada on February 8, 2006 and following the
Merger (as defined below) became a wholly-owned subsidiary of the Company.

On May 3, 2007, an agreement and plan of merger (the
Agreement) was executed with AXI, Merger Sub, and the stockholders of AXI, and
on May 8, 2007 Merger Sub was merged with and into AXI and every two issued and
outstanding shares of common stock of AXI were converted into one share of
common stock of the Company (the Merger) resulting in an aggregate of
29,875,000 shares of common stock being issued. Pursuant to the Merger the
Company also cancelled 12,500,000 shares of common stock previously held by a
founding shareholder. As a result of the Merger, AXI became a wholly-owned
subsidiary of the Company and a change of control of the Company occurred as the
AXI stockholders acquired approximately 74% of the issued and outstanding shares
of common stock following the closing of the Merger.

As a part of the Merger and as set forth in the Agreement, the
Company intends to complete a private placement (the Private Placement) of up
to 1,500,000 units (Units) of the Company at a price of $1.00 per Unit to
certain eligible investors by December 31, 2007. Each Unit will consist of one
share of common stock and one common stock purchase warrant of the Company. Each
whole purchase warrant will entitle the holder for two years from the date of
issuance of the Units to acquire one additional share of common stock of the
Company at an exercise price of $1.00.

For U.S. federal income tax purposes, the Merger was effected
as a qualified reorganization under the provisions of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended. For accounting
purposes, the Merger was treated as a reverse merger with AXI being the
accounting acquirer and the go-forward financial statements reflect AXIs
history from its inception on February 8, 2006. The fiscal year-end of AXI was
changed to June 30 from December 31; consequently the financial statements for
the current period presented are for the six months ended June 30, 2007 and the
comparative figures presented are for the period from inception on February 8,
2006 to December 31, 2006.

On August 13, 2007 the Company changed its name from Icon
Development, Inc. (ICON) to Xeno Transplants Corporation.

General Overview

Following the Merger, the Company has undertaken a new
strategic and business direction. The Company intends to develop therapeutic
applications of organs and cells derived from genetically engineered pigs as a
transplant alternative to limited human donor sources. The transplantation of
organs, cells and tissues from one species to another is defined as
xenotransplantation.

Xenotransplantation is intended to address the problems arising
from the limited supply of available human cells, tissues and organs for
transplantation by developing technologies to permit the transplantation of
cells, tissues and organs from other species, such as swine, into humans. There
is a critical shortage of sources for transplantation worldwide.

5

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Critical Issues Governing the Application of
Xenotransplantation

A need exists for the creation of pig organs which can match
the size needed for replacing human organs. In order to address this issue, a
pig herd has been created of inbred miniature swine that develop organs which
are human in size. It is thus possible to match the pig donor and human
recipient organ sizes, which is expected to be an important factor for success
in transplantation.

It is also desirable to create a pig herd with uniformity to
facilitate production, quality assurance and quality control of donor cells and
organs. The genetic profile of the planned breeding nucleus to be selected from
the current herd should ensure uniformity of the pigs in the herd, which could
become a production lot, rather than each animal being a unique production
lot. Uniformity also facilitates genetic engineering of the herd.

Safety concerns caused by Porcine Endogenous Retrovirus
(PERV) must be addressed. As discussed in the regulatory progress section,
xenotransplantation guidelines have been created by the FDA and clinical trials
have been opened and completed under these guidelines. Beyond the existing
guidelines, miniature swine have been identified by the Company that are
believed to be incapable of infecting human cells, based on laboratory studies,
with PERV. Their subtype of PERV has been shown not to recombine with human
endogenous retroviral gene segments.

Research demonstrating the efficacy of life supporting pig
organs and cells in primates is necessary before human clinical trials can be
conducted. Research evidence has been demonstrated for donor specific
immunological tolerance to organs from cloned miniature swine whose expression
of alpha galactose (the major target of rejection) has been knocked out. This
combination of technologies, tolerance and pig genetic engineering, has resulted
in survival of life supporting pig kidneys in primates for up to 83 days,
without evidence of rejection. In addition, tolerance is now being demonstrated
in patients receiving allogeneic organ transplants.

Chronology of Development

During the 1980s, development began on a herd of miniature
swine inbred for specific genes. Research was conducted demonstrating
transplantation tolerance between mice and rat tissues. In 1991, work to create
a more fully inbred miniature swine herd was started. In 1996, tolerance was
demonstrated for pig skin transplanted into mice. During 1999, tolerance
protocols were further refined for pig tissue transplanted into mice and a
research team demonstrated that there was no detectable PERV transmission in
patients that had received living pig tissue and who could be traced. In 2000,
tolerance was refined in transplants between mismatched pig models. During 2004,
replication competent human tropic PERV were shown to be absent from the germ
line of certain inbred miniature swine, and resulting mouse models with
humanized bone marrow demonstrated that PERV was not transmitted into human
cells. In 2005, evidence of tolerance was demonstrated in life supporting pig
kidneys transplanted into baboons.

The Companys Intellectual Property

Massachusetts General Hospital

On May 16, 2006 (the Effective Date), AXI signed an exclusive
license agreement with MGH to have the exclusive right to commercially develop,
manufacture, distribute and use products and processes for public use with
regard to xenotransplantation. The MGH license includes 38 issued U.S. patents
and 51 issued international patents, with multiple patent applications.
Technologies covered by AXIs exclusive commercial licensee from MGH include the
following:

- Exclusive rights to the
commercial use of a herd of proprietary in-bred miniature swine for
xenotransplantation. The AXI pig herd has been in-bred over decades in a
controlled scientific environment in order to ensure greater animal uniformity,
which facilitates consistent transplant quality control.

- The Company has identified
proprietary miniature swine which are believed to be incapable of infecting
human cells, based on laboratory studies. This may be an important factor in
ensuring transplantation safety.

6

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- AXIs exclusively licensed
patent rights include the methods and composition for targeting and eliminating
a major cause of rejection of xenotransplants.

- The Company believes it will be
in a strong position in the field of tolerance whereby a patients immune system
can be re-educated to more closely recognize transplanted foreign cells, tissues
and organs as self, reducing the requirement for chronic systemic
immunosuppressive drugs.

In order to maintain its license in good standing, the Company
must pay to MGH:

| | 1) | $25,000 within 30 days of the Effective Date (paid).                                                                                                                                                                                               
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | $175,000 within 18 months of the Effective Date or when
        the Company secures $5,000,000 in financings, whichever is earlier.                                                                                                                
| | 3) | Reimbursement for any costs associated with the preparation,
        filing, prosecution and maintenance of all patent rights.                                                                                                                     
| | 4) | An annual license fee of $5,000 for the first four years,
        and $20,000 for every year thereafter (this fee can be waived if the Company
        spends a minimum of $100,000 per year for other hospital supported patent
        projects).
| | 5) | $1,125,000 per product that is successfully brought
        to commercial production. Payments that add up to the $1,125,000 will
        be due upon each successful stage to obtain commercial production.                                       
| | 6) | A royalty of 6% of net sales (as defined in the agreement).                                                                                                                                                                                        

The Company is obligated to perform the following from the
Effective Date of the agreement:

| | 1) | Raise $500,000 by March 31, 2007 (completed).                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------
| | 2) | Raise an additional $5,000,000 within 18 months of the
      Effective Date.                                       
| | 3) | Commit $100,000 per year for two years for support of
      animal research within two years of the Effective Date.
| | 4) | Complete various phases, studies, and applications as set
      forth in the agreement.                            

The term of the agreement is in effect until such time as all
obligations have been met by the Company.

Infigen, Inc. Patents

On January 31, 2007, AXI also acquired a patent assignment from
Infigen, Inc. consisting of two issued U.S. and seven issued international
patents and multiple patent applications relating to producing pigs by cloning,
including the methods used in producing the Companys genetically engineered
pigs. In these miniature swine a specific porcine gene, which is a major cause
of xenotransplantation rejection, has been knocked out. The genetic
engineering uses somatic cell nuclear transfer (SCNT), including oocyte
maturation, oocyte/donor cell fusion, oocyte activation and embryo transfer.
This is often referred to as pig cloning. SCNT is presently the only known
method for introducing complex and predictably regulated genetic modifications
into the pig genome. The Infigen patents cover key technologies with respect to
pig cloning and have been demonstrated to be enabling. The Company believes that
these patents represent one of the most efficient processes currently available
for performing genetic modifications in pigs.

Business Relationships

The Company also has an agreement with Minitube of America,
Inc. (Minitube) whereby Minitube will assist the Company in developing its
intellectual property. The term of the agreement is for six months, ending July
2007, and the Company is obligated to pay $166,000 for setting up costs and
consulting fees related to the agreement, and reimburse Minitube for any
additional expenses they may occur, including sampling fees. Minitube agreed to
accept 68,000 units, consisting of one share of common stock of the Company and
one-half of one warrant to purchase one share of common stock at a price of
$2.00 exercisable for 18 months, at a deemed price of $1.00 per unit in payment
of $68,000 of the total amount.

Minitube has demonstrated leadership in developing and engineering
  innovative technologies for bovine, porcine, canine and equine reproduction.
  They have expertise applicable in optimizing the breeding and husbandry of the
  miniature swine herd for use in pre-clinical and clinical studies and later
  meeting commercialization requirements. In a collaborative program under the
  contract Minitube will evaluate and optimize environmental conditions, pig nutrition,
  sow farrowing and nursery systems. The breeding facility will also be renovated
  to accommodate ergonomic pig handling, segregation of boars and sows, and the
  development of a custom miniature swine mounting phantom for semen collection.
  The boars will be trained for semen collection and an andrology lab will be
  established to evaluate semen samples for artificial insemination. An estrus
  detection system and stud-sow artificial insemination management will be established.
  Pregnant sow management will be established, including farrowing preparations,
  sow lactation, evaluating milk supplements, baby pig weaning and husbandry.

7

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Acquisition Letter of Intent

On September 20, 2007 the Company entered into a Letter of
Intent (the LOI) to acquire CrossCart, Inc. (CrossCart), a privately held
California corporation.

CrossCart has developed and patented a technology intended to
make animal tissues usable for human applications. The process has been tested
in primate models and human studies and clinical trial of an anterior cruciate
ligament (ACL) replacement device has received FDA approval.

CrossCart is expecting to roll out the ACL device in Europe
over the next one to two years, and subsequently intends to complete the U.S.
pivotal trial and develop further applications such as soft tissue patches and
bone dowels and screws.

The Companys technology potentially provides the opportunity
for xenotransplantation of multiple types of organs and cells, including whole
organ liver and kidney transplants, and islet cell transplants, from the same
proprietary genetically modified donor animal, GalT-KO miniature pigs.
CrossCart's technology is potentially applicable to a variety of medical devices
including orthopedics, ligaments, cartilage and bone; cardiovascular materials,
including heart valves and vascular grafts; and cosmetics, including soft tissue
patches and injectable collagen.

Management of the Company believes that that the acquisition of
CrossCart has the potential to significantly improve the business opportunities
of both companies through the following key factors:

- the potential to significantly accelerate the Companys product
  commercialization timetable;
- the possibility of expanding the Companys potential markets and
  diversifying revenue streams; and
- it could create strong synergies in the Companys research and development
  programs and administrative cost savings.

The terms of the LOI are summarized as follows:

- the terms of the LOI are subject to negotiation and execution of a
  definitive acquisition agreement which shall be approved by the respective
  boards of directors of each corporation and by the stockholders of CrossCart;
- all of the stock of CrossCart, including common stock, preferred stock,
  and stock issuable on conversion of debt, shall be exchanged for 22 million
  shares of common stock of the Company. CrossCart will become a wholly-owned
  subsidiary of the Company;
- certain current stockholders of the Company and CrossCart will negotiate
  the terms of a voting trust whereby all their combined stock will be voted
  together for any transaction or event involving a material acquisition or
  disposal of assets, a change in control, a change in the majority of
  directors, or a change in senior management;
- the CrossCart stockholders will have the right to nominate two directors
  to the board of the Company;
- the Company shall advance $250,000 to CrossCart for operating capital, on
  or before October 30, 2007, in the form of a non-refundable deposit. In the
  event that the acquisition does not close, the $250,000 will be converted to
  an investment in CrossCart by the Company on the same terms as the next
  financing obtained by CrossCart;
- a further contribution of $2.25 million in operating capital will be
  provided by the Company to CrossCart on or before the closing date of the
  acquisition; and
- closing is set to occur on or before November 30, 2007.

8

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Research and Development

As the Company is in the early stages of its development it has
not incurred any research and development expenses to date. Its total
expenditures have related to administrative costs and costs associated with the
acquisition, maintenance and development of intellectual property.

Markets

Transplantation Market Overview

Worldwide, there is a large and increasing shortage of donor
tissues and organs for critically ill patients. In the US alone, the current
waiting list for an organ transplant is over 90,000 patients.iIn
addition to patients on the waiting list, many more patients could benefit from
transplants but are deemed ineligible because of their condition and the extreme
shortage of donor tissues and organs. Thus, the large and growing number of
patients on the waiting list for an organ transplant falls far short of the true
need.



Not only are human donor organs in scare supply, the quality of
donor organs has declined as demand has increased. While there was a sufficient
supply of pristine organs from healthy young adults (generally head trauma
victims) in the early days of organ transplantation, more and more so-called
marginal or extended criteria organs are now being transplanted from older
donors with chronic conditions and infections. There is no government agency
that sets standards for organ acceptability for transplant. The US Department of
Health and Human Services contracts with the United Network for Organ Sharing
(UNOS) to handle transplant system logistics, and distribution based on
medical need. However, decisions about whether organs are usable are made by
individual surgeons, and there is a high degree of variability in this
decision-making process.

The market change through availability of genetically
engineered porcine xenografts is potentially transformational, in that it
addresses the central dilemma of transplantation -- that people must die or
undergo traumatic procedures in order for patients with end-stage organ disease
to survive. The economic benefits also could be substantial.

Xenotransplantation provides the possibility of becoming a
viable alternative for transplant patients, as a widely available, life-saving,
cost-effective treatment that could also offer improved quality of life.

______________________________________i Organ
Procurement and Transplantation Network, data as of July 20, 2007, United
Network for Organ Sharing

9

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Liver Transplantation

Liver transplantation, including xenotransplants for temporary
support and bridge indications as well as destination therapy, could provide a
potentially large market opportunity for the Company. Liver transplantation
currently offers the only definitive life-saving therapy for patients with
end-stage liver disease (ESLD) or fulminant hepatic failure. Allogeneic liver
transplantation is highly successful, with an overall one-year patient survival
rate of approximately 87% for patients with primary liver
transplants.i Unfortunately, according to UNOS, more than 16,000
individuals in the US alone await donor liver transplantationii,
while only about 6,000 cadaveric and 300 living donor transplants have been
performed annually in recent years.iiiThe gap between supply and
demand is increasing yearly by 10 to 15%iv, and up to 15% of patients
in need of a transplant die each year before a suitable organ can be
identified.vMoreover, the large number of patients on the waiting
list for transplantation has been kept artificially low due to stringent
criteria that exclude many patients. Innovative surgical techniques, greater
reliance on living donors for liver segment donations for pediatric patients,
cadaveric split liver transplantation for pediatric patients, and use of
extended criteria donors, have been adopted to address the critical donor
shortage. Despite these efforts, the demand for liver transplants continues to
greatly surpass availability. Living donor liver transplantation currently
provides about 5% of graft needs, and research indicates that this figure is not
expected to increase significantly in the future.vi For adult
patients, xenotransplantation may provide the only realistic solution. Moreover,
the number of patients eligible for liver transplantation would increase
significantly if the organ shortage were resolved.

ESLD caused by hepatitis C virus (HCV) is the leading
indication for liver transplantation, accounting for about 60% of transplant
recipients.viiThe prevalence of ESLD in the US is approximately 5%
(15 million patients).viiiIn the US alone, about 4.1 million people
are infected with HCV, and 70 to 80% of these individuals are expected to
develop chronic liver disease.ix ESLD patients typically experience
recurrent disease early after transplantation since effective antiviral agents
for HCV are still not available. Because of the poor results after
retransplantation in ESLD patients and the scarcity of donor organs, repeat
transplantation is seldom indicated. This situation could be substantially
eliminated with xenotransplantation from GalT-XO miniature pigs, particularly
since there is evidence that human HCV does not infect the porcine liver; as
such, xenotransplantation could become the method of choice for these
patients.

The Companys management currently projects a price of $50,000
per xenotransplant organ. This figure is based on the current acquisition fee of
approximately $25,000 for a human donor organx, which has minimal
clinical history and a resultant risk of disease and deterioration. Human organs
are usually supplied on an emergency basis, matching the death of a donor with
the critical condition of a recipient. In contrast, the Companys GalT-KO
xenotransplant organs would be procured from inbred miniature swine raised in a
GMP-SPF barrier facility, with extensive monitoring and testing from birth to
sacrifice for a scheduled transplant. Given the sizeable number of known and
potential liver transplant recipients, the market potential for the Companys
GalT-KO porcine liver xenotransplants could be very large.

_____________________________________i Organ
Procurement and Transplantation Network, Liver Kaplan-Meier Graft Survival Rates
for Transplants Performed 1997-2004iiOrgan Procurement and
Transplantation Network, data as of July 20, 2007, United Network for Organ
Sharing iii Organ Procurement and Transplantation Network, Liver
Transplants Performed in the US, January 1, 1988-April 30, 2007iv Organ Procurement and Transplantation Network, data as of July 20,
2007, United Network for Organ Sharingv Harper, AM, The OPTN
Waiting List, in Clinical Transplants 2000, JM Cecka and PI Terasaki,
eds. 2001, UCLA Immunogenetics Center: Los Angeles. p 73-84 vi
2006 US Organ Procurement and Transplantation / Scientific Registry of
Transplant Recipients Annual Report vii Armstrong, GL, et al.,
The past incidence of hepatitis C virus infection: implications for the future
burden of chronic liver disease in the United States. Hepatology 200. 31(3):
777-782 viii Ibid. ix US Centers for Disease
Control and Prevention, 2007 x New England Organ Bank standard
acquisition fees for the period July 1, 2004 through June 30, 2005.

10

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Kidney Transplantation

In the US alone, approximately 16,000 kidney transplants are
performed annually and over 72,000 patients are on the waiting list for
transplants.iThe vast majority of renal failure patients are treated
by dialysis, which currently is the only alternative to transplantation;
however, dialysis is more expensive and has higher rates of morbidity and
mortality than transplantation. Data from the National Kidney and Urologic
Diseases Information Clearinghouse demonstrate the large differences in survival
times between dialysis and kidney transplantation patients (see figure below).
If xenotransplants were available to increase the supply of donor organs,
treatment also could occur earlier in the progression of renal disease and
before damage occurred elsewhere in the body.

The initial focus of the Companys Kidney Transplant Program
will be on dialysis patients with high sensitization against human tissues, who
are unlikely to be offered a human kidney transplant. About 15% of the 300,000
ESRD patients on dialysis have high panel reactive antibodies (PRAs) against
human donor tissues. MGH has found low PRAs in these patients against porcine
tissues. For this subgroup of patients alone, the market potential is very
large.



Additional Transplant Programs

The Company is also evaluating other promising GalT-KO
xenotransplant product development opportunities for major unmet medical needs.

Islet Cell Transplantation

The Company is exploring technology options and potential
collaborations for developing the use of porcine pancreatic islet cells from its
GalT-KO miniature swine to treat brittle type 1 diabetics and diabetic
patients with renal failure. There are approximately 100,000 brittle type 1
diabetics in the US alone who do not respond adequately to insulin therapy.
These patients might be able to achieve an improved life expectancy if islet
cell transplants were not limited by the lack of donor cells. Islet cell
transplants have demonstrated the capability to remove short-term insulin
dependence in brittle diabetics, but with only approximately 500 pancreases
available each year in the US for islet cell extraction and transplantation, the
development of this potentially life-saving therapy is currently severely
limited to a very small minority of patients.

FDA Approval Process

Development of a therapeutic product for human use is a multi-step
  process. First, in vitro and animal testing must be conducted in a manner consistent
  with good laboratory practices to establish the potential safety and effectiveness
  of the experimental product in a specific disease. Before human clinical trials
  may begin, an investigational new drug or other application containing the preclinical
  data, manufacturing and control information, and a clinical investigative plan
  must be submitted to and accepted by the FDA. In addition, approval and oversight
  by a institutional review board and adherence to requirements for proper informed
  consent from study subjects are required.

_______________________________________i Organ
Procurement and Transplantation Network, data as of July 20, 2007, United
Network for Organ Sharing

11

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Clinical trials typically involve three phases, although those
  phases can overlap. Phase I is conducted to evaluate the safety, and if possible,
  to gain early indications of effectiveness in the patient population for which
  the product is intended for use. Phase II clinical trials are conducted in groups
  of patients to further study safety and effectiveness. Phase III studies are
  usually randomized, double blind studies testing for product safety and effectiveness
  in an expanded patient population to evaluate the overall risk/benefit relationship
  of the product. The Company will accrue clinical and pharmaco-economic data
  to facilitate both FDA and reimbursement approval. Because of the potential
  lifesaving role of Xenos products and the unfulfilled demand of significant
  numbers of potential patients, the Company may receive Orphan Drug, Fast Track
  and Priority Review designations by the FDA for each of its product research
  and development programs. There can be no assurance, however, that the Company
  will receive such designations.

Following completion of clinical investigations, the preclinical and clinical data that have been accumulated, together with chemistry, manufacturing and controls specifications and information, are submitted to the FDA in a Biologics License
Application for review and approval. For medical devices a PMA must be submitted for review and approval.

Regulatory Progress in Xenotransplantation

Safety concerns in the mid 1990s slowed the progress of xenotransplantation clinical trials. However, because of its enormous potential public health benefits in combination with infectious disease risks, the Secretary of Health and Human
Services asked the FDA and Centers for Disease Control and Prevention to form a special committee to evaluate the risks posed by xenotransplantation.

The major focus was on the potential transmission of PERV. While there was no PERV transmission in previous clinical studies, there were many closed committee meetings and public hearings, which led to defined regulatory guidelines to minimize the
safety risks of xenotransplantation. The regulations include requirements for barrier facilities and their operations, which are defined so that exogenous pathogens are removed from the donor herd, and for monitoring of patients.

The special committees deliberations also uncovered some unique benefits of xenotransplantation beyond increasing the supply of donor cells, tissues and organs. These benefits include the ability for careful microbiological screening of the
animal donors from birth to sacrifice, as opposed to the limited screening of human donors before transplantation. Based on these regulatory guidelines, multiple clinical trials have been opened and completed. The regulatory consensus is that
infectious disease and patient monitoring safety concerns have been addressed in the guidelines. For efficacy of cell and organ transplants, there are clearly defined and monitored endpoints, which have been utilized in the development of existing
transplantation drugs and devices.

12

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Competition

Source of porcine organs

The Company believes that its proprietary inbred miniature swine will be desirable donors for xenotransplantation because of the ability to match donor and recipient organ size and the potential to identify miniature swine donor pigs which may be
incapable of infecting human cells. The Company is unaware of any other suppliers of inbred miniature swine.

Porcine cloning

The Company considers Revivicor and the Mayo Clinic group as potential competitors in using nuclear cloning and genetic engineering of pigs for xenotransplantation.

Geron and their joint venture, stART Licensing Inc., may hold some relevant intellectual property (originally from the Roslin Institute) that they have been nonexclusively licensing to interested parties. These patents have broad generic claims to
methods of nuclear transfer in which quiescent cells are used as the nuclear transfer donor cell. Nuclear transfer cloning has also been successfully accomplished by Revivicor and the Mayo Clinic group. The Company is leveraging the prior work done
with Immerge, Infigen and University of Missouri in this area. The major target for this work by all the above groups was the production of pigs whose organs reduce rejection.

The other area of interest has been dominant transgenesis of human complement inhibitor proteins in pigs. The Company has control of the assets and intellectual property from Novartis and Imutran in this area. The Mayo group and Revivicor both have
pigs with similar but not identical proteins expressed.

Tolerance

From the recent Nature Medicine publications, the Company expects that creation of tolerance will be necessary to prevent immune responses to further develop against swine organs in primate recipients. Through the Companys license with MGH, it
believes that it has a strong position in the field of tolerance (the re-education of the patients immune system to more closely recognize foreign cells, tissues and organs as self) to potentially reduce the need for chronic
systemic immunosuppressive drugs. The Company is unaware of current competitors that are creating tolerance in primates.

Stem Cells

Stem cell research to create organs is potentially attractive but is also anticipated to be at least 5 to 10 years away from experimental clinical utility and an additional decade for commercialization. Even for creating cells and tissues, it is
unclear if human embryonic stem cells are controllable enough in their differentiation to specific cells for assuring both their safety and efficacy in transplantation. Also, if the cells are derived from a single source of stem cells and
transplanted to multiple recipients, they will require immunosuppression against rejection. If autologous cells are transplanted after nuclear transfer, the underlying autoimmunity that caused the disease (e.g. Type 1 diabetes) will still need to be
controlled against a patients autologously derived cells. The use of hematopoietic stem cells has not demonstrated consistent results to date.

In contrast to the extensive history and acceptance of porcine based products in medical applications, the creation and destruction of embryonic stem cells continue to encounter significant moral/religious opposition.

13

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Item 2. Description of Property.

The Company does not own any plant or other property and has not entered into any lease arrangements. It currently rents office space in Vancouver, British Columbia on a month-to-month basis at the rate of CDN$2,500 per month for its corporate
head office and uses space free of charge in the home of its President and Chief Executive Officer for the offices of its subsidiary AXI in Brookline, Massachusetts.

Item 3. Legal Proceedings.

The Company is not a party to any legal proceedings as of the date of this report, the adverse outcome of which in managements opinion, individually or in the aggregate, would have a material effect on the Companys results of operations
or financial position.

Item 4. Submission of Matters to a Vote of Security Holders.

During the fourth quarter ended June 30, 2007, there were
  no matters submitted to a vote of the Companys security holders.

14

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PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

The Companys common stock is quoted on the
Over-the-Counter-Bulletin-Board (OTCBB) and was originally quoted under the
symbol ICND as of May 19, 2006. Subsequent to a two-and-one-half to one stock
split, the trading symbol changed to IDVE on September 6, 2006. On August 13,
2007, the Company changed its symbol to XENO from IDVE after the Merger with
AXI and change of name. The table below sets forth the reported high and low bid
prices for the Companys common stock on the OTCBB for the quarterly periods
ended June 30, 2006 to June 30, 2007. These OTCBB quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions. On September 17, 2007, the closing
price of the Companys common stock on the OTCBB was $0.80.

| |                    |   | High       |  |   | Low        | 
| | ------------------ | - | ---------- |  | - | ---------- | 
| |                    |   |            |  |   |            | 
| | 2006               |   |            |  |   |            | 
| | June 30, 2006      |   | No trading |  |   | No trading | 
| | September 30, 2006 | $ | 1.70       |  | $ | 0.10       | 
| | December 31, 2006  | $ | 2.00       |  | $ | 1.25       | 
| |                    |   |            |  |   |            | 
| | 2007               |   |            |  |   |            | 
| | March 31, 2007     | $ | 1.80       |  | $ | 1.30       | 
| | June 30, 2007      | $ | 1.70       |  | $ | 0.86       | 

As of September 17, 2007, there were 27 holders of record based
on the records of the Companys transfer agent. This number does not include
beneficial owners of the Companys common stock whose stock is held in the names
of various securities brokers, dealers and registered clearing agencies.

The Company has never paid dividends on its common stock and
does not intend to pay dividends on its common stock in the foreseeable future.
The Board of Directors (the Board) of the Company intends to retain any
earnings to provide funds for the operation and expansion of the Companys
business. See Item 6Managements Discussion and Analysis.

The Company does not have any equity compensation plans.

Recent Sales of Unregistered SecuritiesNone

Small Business Issuer Purchases of Equity Securities

During the fourth quarter of the year ended June 30, 2007,
there were no purchases of equity securities effected by the Company or any
affiliated purchasers.

15

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Item 6. Managements Discussion and Analysis or Plan of
Operation

About Xeno Transplants Corporation

Xeno Transplants Corporation is a bio-technology research and
development company that holds an exclusive commercial license from
Massachusetts General Hospital of what the Company considers to be some of the
medical industrys most advanced research, intellectual property and associated
technologies, derived from over 15 years of development in the field of
xenotransplantation by Novartis Pharmaceuticals and its associated research
entities. Xenotransplantation is defined as the transplantation of organs, cells
and tissues from one species to another. At this time, the Company has no
employees and no material business operations.

Overview

The Companys Business

The Company intends to develop therapeutic applications of
organs and cells derived from genetically engineered pigs as a transplant
alternative to limited human donor sources.

Xenotransplantation is intended to address the problems arising
from the limited supply of available human cells, tissues and organs for
transplantation by developing technologies to permit the transplantation of
cells, tissues and organs from other species, such as swine, into humans. There
is a critical shortage of sources for transplantation worldwide.

Critical Accounting Polices and Estimates

Critical accounting policies are those that management believes
are both most important to the portrayal of the Companys financial condition
and results, and that require difficult, subjective, or complex judgements,
often as a result of the need to make estimates about the effects of matters
that involve uncertainty.

Xeno Transplants Corp. believes the critical accounting
policies it uses in the preparation of its financial statements are as
follows:

Use of estimates

The preparation of financial statements
in accordance with accounting principles generally accepted in the United States
(US GAAP) requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

Intellectual property

Intellectual property such as patents
and licences applications is recorded at cost. Capitalized amounts relate to the
acquisition of patents and licences, which include legal and advisory costs
incurred in registration of the patents. Depreciation is calculated using the
straight-line method over the useful lives of the patents. No depreciation is
provided for as the patents have not yet been awarded and/or begun to generate
revenues.

Impairment of long-lived
assets

Long-lived assets are accounted for in
accordance with Statement of Financial Accounting Standards (SFAS) No.144,
Accounting for the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to be Disposed of, which requires that companies consider
whether events or changes in facts and circumstances, both internally and
externally, may indicate that an impairment of long-lived assets held for use
are present. Management periodically evaluates the carrying value of long-lived
assets and has determined that there was no impairment as of June 30, 2007.
Should there be impairment in the future, the Company would recognize the amount
of the impairment based on the expected future cash flows from the impaired
assets. The cash flow estimates would be based on managements best estimates,
using appropriate and customary assumptions and projections at the time.

16

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Results of Operations for the three-month and six-month
periods ended June 30, 2007:

The Company is in the early stage of its development and just
beginning operations. As a result there is a very limited history of operations.
In addition, due to the reverse merger accounting and change in fiscal year-end
from December 31 to June 30, the current period presented for the year-ended
June 30, 2007 only includes six months of operations since December 31, 2006.

Operating Expenses

Operating expenses totalled $88,688 for the three-month period
ended June 30, 2007 and $128,185 for the six-month period ended June 30, 2007.
The operating expenses consisted of general and administrative expenses, which
primarily included legal fees associated with the Merger with ICON and travel
expenses and administrative costs. Prior to 2007 the Company was privately held
and quarterly financial statements were not prepared. The Company began
operations on February 8, 2006 and had total operating expenses of $46,351 for
the period ended December 31, 2006, this amount is not considered material and
the Company believes is not indicative of the Companys future operations.

Amortization

During the three-and six-month periods ended June 30, 2007
there was a write-down of $348 on computer equipment.

Net Loss for the Period

Overall, the Company incurred a net loss for the three-month
period ended June 30, 2007 of $88,688 and a net loss for the six-month period
ended June 30, 2007 of $128,185.

The Company incurred a net loss for the period ended December
31, 2006 of $46,351.

Summary of Quarterly Results

|                   |   | June 30, |   |  | March 31, |  
|------------------ | - | -------- | - |  | --------- | -
|                   |   | 2007     |   |  | 2007      |  
|                   |   |          |   |  |           |  
|Total Revenue      | $ | -        |   |  | -         |  
|Net Loss           |   | (88,688  | ) |  | (39,497   | )
|Net loss per share |   | -        |   |  | -         |  

Liquidity and Capital Resources

The Companys aggregated cash on hand at the beginning of the
six-month period ended June 30, 2007 was $1,971.

The impact on cash after adjustment for non-cash items and
changes to other working capital accounts in the period, resulted in a negative
cash flow from operations of $129,031. The Company received advances from Icon
Development, Inc. of $327,500 prior to the Merger and due to the Merger the
Company acquired $252,385 in cash and was no longer obligated to repay the
$327,500 in advances. The Company spent $424,680 on intellectual property and
repaid shareholder advances of $14,449. The Company received $18,250 relating to
subscriptions receivable that were outstanding at December 31, 2006 and $150 in
new stock subscriptions. The Companys cash position increased for the six month
period by $30,125 to $32,096 cash on hand at June 30, 2007.

At the date of acquisition of Icon Development Inc. it had
received $675,000 in stock subscriptions with $50,000 in corresponding issuance
costs resulting in a net stock subscription amount of $625,000. These funds had
been used by Icon to advance $327,500 to the Company and provide $45,115 for
operating expenses, with the balance of $252,385 held in cash. The subscriptions
have been received as part of an intended private placement of up to 1,500,000
units (Units) of the Company at a price of $1.00 per Unit to certain eligible
investors. Each Unit will consist of one share of common stock and one common
stock purchase warrant of the Company. Each whole purchase warrant will entitle
the holder for two years from the date of issuance of the Units to acquire one
additional share of common stock of the Company at an exercise price of $1.00.
As a condition of the Merger and as set forth in the Agreement, the Company
intends to complete this private placement by December 31, 2007. There can be no
assurance that the Company will be able to complete this private placement by
that date, or at all.

17

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Private Placements in 2007

During the six-month period ended June 30, 2007, the Company
completed a private placement consisting of 150,000 units at $0.001 per unit.
Each unit consisted of one common share.

Acquisition Letter of Intent

On September 20, 2007 the Company entered into a Letter of
Agreement (the LOI) to acquire CrossCart, Inc (CrossCart), a privately held
California corporation.

The terms of the LOI are summarized as follows:

- the terms of the LOI are subject to negotiation and execution of a
  definitive Acquisition Agreement which shall be approved by the respective
  Board of Directors of each corporation and by the shareholders of CrossCart;
- all of the stock of CrossCart, including common shares, preferred shares,
  and shares issuable on conversion of debt, shall be exchanged for 22 million
  shares of common stock of the Company. CrossCart will become a wholly-owned
  subsidiary of the Company;
- certain current stockholders of the Company and CrossCart will negotiate
  the terms of a voting trust whereby all their combined shares will be voted
  together for any transaction or event involving a material acquisition or
  disposal of assets, a change in control, a change in the majority of
  directors, or a change in senior management;
- the CrossCart stockholders will have the right to nominate two directors
  to the board of the Company;
- the Company shall advance $250,000 to CrossCart for operating capital, on
  or before October 30, 2007, in the form of a non-refundable deposit. In the
  event that the acquisition does not close, the $250,000 will be converted to
  an investment in CrossCart by the Company on the same terms as the next
  financing obtained by CrossCart;
- a further contribution of $2.25 million in operating capital will be
  provided by the Company to Crosscart on or before the closing date of the
  acquisition; and
- closing is set to occur on or before November 30, 2007.

In conjunction with the acquisition, the Company intends to
complete a private placement of units (Units) to sell a minimum of 2.5 million
Units and up to a maximum of 15 million Units of the Company at a price of $1.00
per Unit to certain eligible investors. Each Unit will consist of one share of
common stock and one common stock purchase warrant. Each whole purchase warrant
will entitle the holder for 2 years from the date of issuance of the Units to
acquire one additional share of common stock at an exercise price of $1.00.

As the Company is just beginning its research and development
program it does not as yet have any products for sale and it has not generated
any revenues and does not anticipate generating any revenues for the next
several years. It will need to raise additional funds through private placements
of its securities or seek other forms of financing during the 2008 and future
financial years. Completion of the remaining $825,000 of the $1.5 million
private placement described above would provide the Company with sufficient
capital to fund its operations for approximately six months. The Company intends
to seek a minimum of $2.5 million and up to a maximum of $15 million in private
placement funding in order to be able to complete the planned acquisition of
CrossCart and complete anticipated preclinical studies programs in organ
transplantation. The costs of proceeding with the preclinical studies are
estimated to be $3 million per year for the next two years.

There can be no assurance that any such financing will be
available to the Company on terms acceptable to it, if at all. Failure to obtain
adequate financing could result in significant delays in development of new
products and a substantial curtailment of the Companys operations. If the
Companys operations are substantially curtailed, it may have difficulty
fulfilling its current and future contract obligations.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB)
  issued FASB interpretation number (FIN) 48, Accounting for
  Uncertainty in Income Taxes. FIN 48 clarifies the accounting and reporting
  for uncertainties in income tax law. FIN 48 prescribes a comprehensive model
  for the financial statement recognition, measurement, presentation, and disclosure
  of uncertain tax positions taken or expected to be taken in income tax returns.
  FIN 48 is effective for fiscal years beginning after December 15, 2006. There
  was no material impact on the Companys consolidated financial statements
  upon adoption of FIN 48.

18

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In September 2006, the Securities and Exchange Commission issued
  Staff Accounting Bulletin (SAB) No. 108, Considering the Effects
  of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
  Statements. SAB No. 108 provides guidance on how prior year misstatements
  should be taken into consideration when quantifying misstatements in current
  year financial statements for purposes of determining whether the current years
  financial statements are materially misstated. SAB No. 108 is effective for
  fiscal years ending on or after November 15, 2006. The Company has applied SAB
  108 using the retroactive method in connection with the preparation of its annual
  consolidated financial statements for the year ended June 30, 2007. The adoption
  of SAB 108 caused no adjustments to the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in
how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year.
The Company is currently in the process of evaluating the impact that SFAS No. 157 will have on its future financial position and results of operations.

Off-Balance Sheet Arrangements

At June 30, 2007 the Company did not have any off-balance sheet arrangements.

19

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Item 7. Financial Statements.

XENO TRANSPLANTS CORPORATION

Index to Consolidated Financial Statements

|Report of Independent Registered Public
      Accounting Firm  
|---------------------------------------------------------------
|Consolidated Balance Sheets                                    
|Consolidated Statements of Operations and
      Deficit        
|Consolidated Statements of Cash Flows                          
|Consolidated Statements of Stockholders
      Equity (Deficit)
|Notes to Consolidated Financial Statements                     

20

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Financial Statements (Expressed in
US dollars)

XENO TRANSPLANTS CORPORATION

Years ended June 30, 2007 and December
31, 2006

21

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Xeno
Transplants Corp.(formerly Icon Developments, Inc.)

We have audited the accompanying consolidated balance sheets of
Xeno Transplants Corp. (formerly Icon Developments, Inc.) as at June 30, 2007
and December 31, 2006 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the period from the beginning
of the development stage on February 8, 2006 to June 30, 2007. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as at June 30, 2007 and December 31, 2006 and the results of its
operations and its cash flows for the period from the beginning of the
development stage on February 8, 2006 to June 30, 2007 in conformity with
generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company is
dependent upon financing to continue operations. These matters raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

"DAVIDSON & COMPANY LLP"

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------

September 4, 2007 (except as to Note 13 which is as of
September 21, 2007)

A Member of SCINTERNATIONAL_____________________________________

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604)
687-6172

---

|XENO TRANSPLANTS CORP.          
|--------------------------------
|(formerly Icon Development, Inc)
|(A DEVELOPMENT STAGE COMPANY)   
|BALANCE SHEETS                  

|                                                                                       |   |                |   |   |              |  
|-------------------------------------------------------------------------------------- | - | -------------- | - | - | ------------ | -
|                                                                                       |   | June
      30, |   |   | December 31, |  
|                                                                                       |   | 2007           |   |   | 2006         |  
|                                                                                       |   |                |   |   |              |  
|                                                                                       |   |                |   |   |              |  
|ASSETS                                                                                 |   |                |   |   |              |  
|                                                                                       |   |                |   |   |              |  
|Current assets                                                                         |   |                |   |   |              |  
|Cash and cash equivalents                                                              | $ | 32,096         |   | $ | 1,971        |  
|Prepaid
      expenses                                                                 |   | 5,731          |   |   | -            |  
|                                                                                       |   |                |   |   |              |  
|Total current assets                                                                   |   | 37,827         |   |   | 1,971        |  
|                                                                                       |   |                |   |   |              |  
|Intellectual Property (Note 5)                                                         |   | 603,582        |   |   | 290,630      |  
|                                                                                       |   |                |   |   |              |  
|TOTAL ASSETS                                                                           | $ | 641,409        |   | $ | 292,601      |  
|                                                                                       |   |                |   |   |              |  
|                                                                                       |   |                |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                         |   |                |   |   |              |  
|                                                                                       |   |                |   |   |              |  
|Current liabilities                                                                    |   |                |   |   |              |  
|Accounts
      payable and accrued liabilities                                         | $ | 233,812        |   | $ | 266,592      |  
|Amounts due to related
      parties (Note 9)                                          |   | 21,557         |   |   | 31,010       |  
|                                                                                       |   |                |   |   |              |  
|Total current liabilities                                                              |   | 255,369        |   |   | 297,602      |  
|                                                                                       |   |                |   |   |              |  
|                                                                                       |   |                |   |   |              |  
|TOTAL LIABILITIES                                                                      |   | 255,369        |   |   | 297,602      |  
|                                                                                       |   |                |   |   |              |  
|Commitments and contingencies (Note
      5)                                           |   |                |   |   |              |  
|Stockholders' equity (deficit) (Note 6)                                                |   |                |   |   |              |  
|Preferred
      stock                                                                  |   |                |   |   |              |  
|25,000,000
      preferred shares authorized at $0.001 par value;                      |   |                |   |   |              |  
|no shares issued and outstanding                                                       |   |                |   |   |              |  
|Common stock                                                                           |   |                |   |   |              |  
|125,000,000 common shares authorized at $0.001 par value;                              |   |                |   |   |              |  
|40,295,820
      common shares issued and outstanding (December 31, 2006 - 29,800,000) |   | 40,296         |   |   | 59,600       |  
|Subscriptions                                                                          |   | 625,000        |   |   | (18,250      | )
|Accumulated deficit                                                                    |   | (279,256       | ) |   | (46,351      | )
|                                                                                       |   |                |   |   |              |  
|Total stockholders' equity (deficit)                                                   |   | 386,040        |   |   | (5,001       | )
|                                                                                       |   |                |   |   |              |  
|TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                             | $ | 641,409        |   | $ | 292,601      |  

The accompanying notes are an integral
part of these consolidated financial statements.

24

---

|XENO TRANSPLANTS CORP.          
|--------------------------------
|(formerly Icon Development, Inc)
|(A DEVELOPMENT STAGE COMPANY)   
|STATEMENTS OF OPERATIONS        

|                                                           |   |            |  |   |                  |  |   |                  | 
|---------------------------------------------------------- | - | ---------- |  | - | ---------------- |  | - | ---------------- | 
|                                                           |   |            |  |   | Period from      |  |   | Cumulative       | 
|                                                           |   | Six months |  |   | inception on     |  |   | amounts from     | 
|                                                           |   | ended      |  |   | February 8, 2006 |  |   | inception on     | 
|                                                           |   | June 30,   |  |   | to December 31,  |  |   | February 8, 2006 | 
|                                                           |   | 2007       |  |   | 2006             |  |   | to June 30, 2007 | 
|                                                           |   |            |  |   |                  |  |   |                  | 
|Sales                                                      | $ | -          |  | $ | -                |  | $ | -                | 
|Operating expenses                                         |   |            |  |   |                  |  |   |                  | 
|General and administrative                                 |   | 128,185    |  |   | 46,351           |  |   | 174,536          | 
|                                                           |   |            |  |   |                  |  |   |                  | 
|Net loss before income taxes                               |   | 128,185    |  |   | 46,351           |  |   | 174,536          | 
|Provision for income taxes                                 |   | -          |  |   | -                |  |   | -                | 
|Net loss                                                   | $ | 128,185    |  | $ | 46,351           |  | $ | 174,536          | 
|                                                           |   |            |  |   |                  |  |   |                  | 
|Loss per share - basic and diluted                         | $ | 0.00       |  | $ | 0.00             |  |   |                  | 
|                                                           |   |            |  |   |                  |  |   |                  | 
|Weighted average number of common shares
      outstanding |   | 33,181,986 |  |   | 29,800,000       |  |   |                  | 

The accompanying notes are an integral
part of these consolidated financial statements.

25

---

|XENO TRANSPLANTS CORP.          
|--------------------------------
|(formerly Icon Development, Inc)
|(A DEVELOPMENT STAGE COMPANY)   
|STATEMENTS OF CASH FLOWS        

|                                                                        |   |            |   |   | Period from      |   |   | Cumulative       |  
|----------------------------------------------------------------------- | - | ---------- | - | - | ---------------- | - | - | ---------------- | -
|                                                                        |   | Six months |   |   | inception on     |   |   | amounts from     |  
|                                                                        |   | ended      |   |   | February 8, 2006 |   |   | inception on     |  
|                                                                        |   | June 30,   |   |   | to December 31,  |   |   | February 8, 2006 |  
|                                                                        |   | 2007       |   |   | 2006             |   |   | to June 30, 2007 |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Cash flows from operating activities                                    |   |            |   |   |                  |   |   |                  |  
|Net loss                                                                | $ | (128,185   | ) | $ | (46,351          | ) | $ | (174,536         | )
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Adjustments to reconcile net
      loss to net cash used in operations: |   |            |   |   |                  |   |   |                  |  
|Write-off of capital assets                                             |   | 348        |   |   | -                |   |   | 348              |  
|Changes in:                                                             |   |            |   |   |                  |   |   |                  |  
|Prepaid expenses                                                        |   | (5,731     | ) |   | -                |   |   | (5,731           | )
|Accounts payable and accrued liabilities                                |   | 4,537      |   |   | 40,341           |   |   | 44,878           |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Net cash used in operating
      activities                             |   | (129,031   | ) |   | (6,010           | ) |   | (135,041         | )
|                                                                        |   |            |   |   |                  |   |   |                  |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Cash flows from investing activities                                    |   |            |   |   |                  |   |   |                  |  
|Acquisition of intellectual
      property                              |   | (424,680   | ) |   | (64,379          | ) |   | (489,059         | )
|Cash acquired on
      acquisition                                      |   | 252,385    |   |   | -                |   |   | 252,385          |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Net cash used in
      investing activities                             |   | (172,295   | ) |   | (64,379          | ) |   | (236,674         | )
|                                                                        |   |            |   |   |                  |   |   |                  |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Cash flows from financing activities                                    |   |            |   |   |                  |   |   |                  |  
|Issuance of
      capital stock                                         |   | 150        |   |   | 41,350           |   |   | 41,500           |  
|Proceeds from share
      subscriptions                                 |   | 18,250     |   |   | -                |   |   | 18,250           |  
|Shareholder
      advances (repayments), net                            |   | (14,449    | ) |   | 31,010           |   |   | 16,561           |  
|Advances received                                                       |   | 327,500    |   |   | -                |   |   | 327,500          |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Net cash provided by financing
      activities                         |   | 331,451    |   |   | 72,360           |   |   | 403,811          |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Increase (decrease) in cash and cash
      equivalents                  |   | 30,125     |   |   | 1,971            |   |   | 32,096           |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Cash and cash equivalents, beginning of
      period                    |   | 1,971      |   |   | -                |   |   | -                |  
|                                                                        |   |            |   |   |                  |   |   |                  |  
|Cash and cash equivalents, end of period                                | $ | 32,096     |   | $ | 1,971            |   | $ | 32,096           |  

Supplemental disclosure with respect to cash flows (Note
10)

The accompanying notes are an integral
part of these consolidated financial statements.

26

---

|XENO TRANSPLANTS CORP.                     
|-------------------------------------------
|(formerly Icon Development, Inc)           
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                             |  | Common Stock |  |   |         |   |   |               |   |   |               |  |   |          |  
|-------------------------------------------- |  | ------------ |  | - | ------- | - | - | ------------- | - | - | ------------- |  | - | -------- | -
|                                             |  |              |  |   |         |   |   |               |   |   |               |  |   |          |  
|                                             |  |              |  |   |         |   |   | Subscriptions |   |   | Share         |  |   |          |  
|                                             |  | Shares       |  |   | Amount  |   |   | Receivable    |   |   | Subscriptions |  |   | Deficit  |  
|                                             |  |              |  |   |         |   |   |               |   |   |               |  |   |          |  
|Balance on inception, February 8,
      2006 |  | -            |  | $ | -       |   | $ | -             |   | $ | -             |  | $ | -        |  
|Shares issued for cash                       |  | 29,800,000   |  |   | 59,600  |   |   | (18,250       | ) |   | -             |  |   | -        |  
|Loss for the
      period                    |  | -            |  |   | -       |   |   | -             |   |   | -             |  |   | (46,351  | )
|                                             |  |              |  |   |         |   |   |               |   |   |               |  |   |          |  
|Balance December 31, 2006                    |  | 29,800,000   |  | $ | 59,600  |   | $ | (18,250       | ) | $ | -             |  | $ | (46,351  | )
|                                             |  |              |  |   |         |   |   |               |   |   |               |  |   |          |  
|Shares issued
      for cash                 |  | 75,000       |  |   | 150     |   |   | -             |   |   | -             |  |   | -        |  
|Subscriptions received                       |  | -            |  |   | -       |   |   | 18,250        |   |   | -             |  |   | -        |  
|Recapitalization                             |  | 10,420,820   |  |   | (19,454 | ) |   | -             |   |   | 625,000       |  |   | (104,720 | )
|Loss for the period                          |  | -            |  |   | -       |   |   | -             |   |   | -             |  |   | (128,185 | )
|                                             |  |              |  |   |         |   |   |               |   |   |               |  |   |          |  
|Balance June 30, 2007                        |  | 40,295,820   |  | $ | 40,296  |   | $ | -             |   | $ | 625,000       |  | $ | (279,256 | )

The accompanying notes are an integral
part of these consolidated financial statements.

27

---

|XENO TRANSPLANTS CORPORATION     
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company was incorporated under the laws of the State
      of Nevada on October 5, 2004. The Company was a software development
      company and its plan was to commercialize an enterprise information portal
      and related software applications. It was in the early marketing stages of
      its software application and infrastructure build out, and has not as yet
      generated any revenue. Through the merger of its wholly-owned subsidiary,
      Icon Acquisition Corporation (Merger Sub), with and into American Xeno
      Inc. (AXI) described below, the Company has undertaken a new strategic
      and business direction. The Company is now a bio-technology research and
      development company that holds an exclusive commercial license from
      Massachusetts General Hospital (MGH) derived from over 15 years of
      development in the field of xenotransplantation by Novartis
      Pharmaceuticals (Novartis) and its associated research entities.
      Xenotransplantation is defined as the transplantation of organs, cells and
      tissues from one species to another. At this time, the Company has no
      employees and no material business operations. AXI is a bio-technology
      research and development company incorporated in Nevada on February 8,
      2006 and a wholly-owned subsidiary of the Company. Merger Sub is a
      corporation incorporated in Delaware on April 17, 2007 and a wholly-owned
      subsidiary of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 3, 2007, an agreement and plan of merger (the
      Agreement) was executed with AXI, Merger Sub, and the stockholders of
      AXI and on May 8, 2007 Merger Sub was merged with and into AXI and each
      two issued and outstanding shares of common stock of AXI were converted
      into one share of common stock of the Company (the Merger) resulting in
      an aggregate of 29,875,000 shares of common stock being issued. The
      Company also cancelled 12,500,000 shares of common stock previously held
      by a founding shareholder. As a result of the Merger, AXI became a
      wholly-owned subsidiary of the Company and a change of control of the
      Company occurred as the AXI stockholders acquired approximately 74% of the
      issued and outstanding shares of common stock following the closing of the
      Merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As a condition to the Merger and as set forth in the
      Agreement, the Company intends to complete a private placement (the
      Private Placement) of up to 1,500,000 units (Units) of the Company at
      a price of $1.00 per Unit to certain eligible investors by September 30,
      2007. Each Unit will consist of one share of common stock and one-half of
      one common stock purchase warrant of the Company. Each whole purchase
      warrant will entitle the holder for 18 months from the date of issuance of
      the Units to acquire one additional share of common stock of the Company
      at an exercise price of $2.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | For accounting purposes, this merger was treated as a
      reverse merger with AXI being the accounting acquirer and the go-forward
      financial statements reflect AXIs history from its inception on February
      8, 2006. The fiscal year-end of AXI was changed to June 30 from December
      31, consequently the current period presented is for the six months ended
      June 30, 2007 and the comparative figures presented are for the period
      from inception on February 8, 2006 to December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On August 13, 2007 the Company changed its name from Icon
      Development, Inc. to Xeno Transplants Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern, which assumes the
      realization of assets and settlement of liabilities in the normal course
      of business. The Company has not earned any revenues since inception and
      has had a history of negative cash flows from operating activities. In
      addition, the Company has an accumulated deficit of $279,256 as of June
      30, 2007. These considerations raise substantial doubt about the Company's
      ability to continue as a going concern. Accordingly, the Company will
      require continued financial support from its shareholders and creditors
      until it is able to generate sufficient cash flow from operations on a
      sustained basis. There is substantial doubt that the Company will be
      successful at achieving these results. Failure to obtain the ongoing
      support of its stockholders and creditors may make the going concern basis
      of accounting inappropriate, in which case the Companys assets and
      liabilities would need to be recognized at their liquidation values. These
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might arise from this
    uncertainty.                                                                                                         

28

---

|XENO TRANSPLANTS CORPORATION     
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|3. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------

Basis of presentation

The accompanying financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States (US GAAP) and are expressed in US dollars. The financial
statements have been prepared under the guidelines of Statement of Financial
Accounting Standard (SFAS) No. 7, Accounting and Reporting by Development
Stage Enterprises. A development stage enterprise is one in which planned
principal operations have not commenced or if its operations have commenced,
there have been no significant revenues therefrom. As of June 30, 2007, the
Company has not commenced its planned principal operations.

Basis of consolidation

The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary, American
Xeno, Inc, since the date of its acquisition on May 3, 2007. All material
inter-company accounts and transactions have been eliminated.

Use of estimates

The preparation of financial statements
in accordance with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid
instruments with a stated maturity of three months or less to be cash and cash
equivalents. As of June 30, 2007, cash consists of balances held with financial
institutions. Cash is deposited in institutions that are generally federally
insured in limited amounts.

Fair value of financial instruments

The carrying values of financial
instruments such as cash, accounts payable and accrued liabilities, and
shareholder loans approximate their fair values due to the short settlement
period for these instruments.

Intellectual property

Intellectual property such as patents
and licences applications is recorded at cost. Capitalized amounts relate to the
acquisition of patents and licences, which include legal and advisory costs
incurred in registration of the patents. Depreciation is calculated using the
straight-line method over the useful lives of the patents. No depreciation is
provided for as the patents have not yet been awarded and/or begun to generate
revenues.

29

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Impairment of long-lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Long-lived assets are accounted for in accordance with
      SFAS No.144, Accounting for the Impairment or Disposal of Long- Lived
      Assets and for Long-Lived Assets to be Disposed of, which requires that
      companies consider whether events or changes in facts and circumstances,
      both internally and externally, may indicate that an impairment of
      long-lived assets held for use are present. Management periodically
      evaluates the carrying value of long-lived assets and has determined that
      there was no impairment as of June 30, 2007. Should there be impairment in
      the future, the Company would recognize the amount of the impairment based
      on the expected future cash flows from the impaired assets. The cash flow
      estimates would be based on managements best estimates, using appropriate
      and customary assumptions and projections at the time.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Advertising costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | There were no advertising costs incurred during the
      period presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Research and development costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Research and development costs are charged to expense as
      incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company accounts for income taxes under Statements of
      Financial Accounting Standards No. 109, Accounting for Income Taxes
      (SFAS 109). Under SFAS 109, deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. Under SFAS 109, the effect on
      deferred tax assets and liabilities of a change in tax rates is recognized
      in income in the period that includes the enactment date.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Basic loss per share of common stock is computed using
      the weighted average number of shares of common stock outstanding during
      the period. To calculate diluted loss per share, the Company uses the
      treasury stock method as defined in SFAS No. 128, Earnings Per Share. As
      of June 30, 2007, there were no potentially dilutive instruments that
      could affect loss per share, and accordingly, basic and diluted loss per
      share is the same.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial instrument which potentially subjects the
      Company to concentration of credit risk is cash. The Company maintains
      cash in bank accounts that, at times, may exceed federally insured limits.
      As of June 30, 2007, the Company has not exceeded the federally insured
      limit. The Company has not experienced any losses in such accounts and
      believes it is not exposed to any significant risks on its cash in bank
      accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | For accounting purposes, the merger was treated as a
      reverse merger with AXI being the accounting acquirer, consequently the
      comparative financial statement figures are of AXI from its inception on
      February 8, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In July 2006, the FASB issued FIN 48, Accounting for
      Uncertainty in Income Taxes. FIN 48 clarifies the accounting and
      reporting for uncertainties in income tax law. FIN 48 prescribes a
      comprehensive model for the financial statement recognition, measurement,
      presentation, and disclosure of uncertain tax positions taken or expected
      to be taken in income tax returns. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. There was no material impact on the
      Companys consolidated financial statements upon adoption of FIN
  48.                                                                                                                                                                                                                                                                                                                      

30

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the SEC issued Staff Accounting
      Bulletin (SAB) No. 108, Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements. SAB No. 108 provides guidance on how prior year misstatements
      should be taken into consideration when quantifying misstatements in
      current year financial statements for purposes of determining whether the
      current years financial statements are materially misstated. SAB No. 108
      is effective for fiscal years ending on or after November 15, 2006. The
      Company has applied SAB 108 using the retroactive method in connection
      with the preparation of its annual consolidated financial statements for
      the year ending June 30, 2007. The adoption of SAB 108 caused no
      adjustments to the consolidated financial statements.                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements.SFAS No. 157 establishes a framework for
      measuring the fair value of assets and liabilities. This framework is
      intended to provide increased consistency in how fair value determinations
      are made under various existing accounting standards which permit, or in
      some cases require, estimates of fair market value. SFAS No. 157 is
      effective for fiscal years beginning after November 15, 2007, and interim
      periods within those fiscal years. Earlier application is encouraged,
      provided that the reporting entity has not yet issued financial statements
      for that fiscal year, including any financial statements for an interim
      period within that fiscal year. The Company is currently in the process of
      evaluating the impact that SFAS No. 157 will have on its future financial
      position and results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | REVERSE MERGER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Effective May 3, 2007 the Company acquired 100% of the
      issued and outstanding shares of AXI in exchange for an aggregate of
      29,875,000 shares of the Companys common stock. Completion of the
      acquisition resulted in the former shareholders of AXI holding the
      majority of the Companys issued and outstanding common stock. As a
      result, the transaction was accounted for as a recapitalization of
    AXI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The financial statements of operations and cash flows of
      the Company prior to May 3, 2007, are those of AXI. The Companys date of
      incorporation is considered to be February 8, 2006, the date of inception
      of AXI. The carrying value of the Company as of the date of acquisition
      was as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | Cash                 | $ | 252,385  |  
| | -------------------- | - | -------- | -
| | Advances to AXI      |   | 327,500  |  
| | Other current assets |   | 348      |  
| | Current liabilities  |   | (79,407  | )
| | Share subscriptions  |   | (625,000 | )
| |                      | $ | (124,174 | )

The carrying value has been recorded as
a reduction in the stockholders equity of $104,720 by a charge to deficit, net
of the adjustment to par value of $19,454.

|5. | INTELLECTUAL PROPERTY
|-- | ---------------------

On May 16, 2006 (the Effective Date),
AXI signed an exclusive licence agreement with Massachusetts General Hospital
(MGH) to have the exclusive right to commercially develop, manufacture,
distribute and use products and processes for public use with regard to
xenotransplantation.

In order to maintain its licence in
good standing, AXI must pay to MGH:

| | 1. | $25,000 within 30 days of the Effective Date
    (paid).                                                                                                                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | $175,000 within 18 months of the Effective Date or when
      the Company secures $5,000,000 in financings, whichever is
  earlier.                                                                                                          
| | 3. | Reimbursement for any costs associated with the
      preparation, filing, prosecution and maintenance of all patent
    rights.                                                                                                             
| | 4. | An annual licence fee of $5,000 for the first four years,
      and $20,000 for every year thereafter (this fee can be waived if the
      Company spends a minimum of $100,000 per year for other hospital supported
      patent projects).
| | 5. | $1,125,000 per product that is successfully brought to
      commercial production. Payments that add up to the $1,125,000 will be due
      upon each successful stage to obtain commercial
  production.                                   

31

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|5. | INTELLECTUAL PROPERTY cont
|-- | ---------------------------

| | 6. | A royalty of 6% of net sales as defined in the
      agreement.
| | -- | ---------------------------------------------------------------

The Company is obligated to perform the
following from the Effective Date of the agreement:

| | 1. | Raise $500,000 by March 31, 2007 (completed).                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------
| | 2. | Raise an additional $5,000,000 within 18
months.                                                                   
| | 3. | Commit $100,000 per year for two years for support of
      animal research within two years of the Effective Date.
| | 4. | Complete various phases, studies, and applications as set
      forth in the agreement.                            

The term of the agreement is in effect
until such time that all obligations have been met by the Company.

The Company also has an agreement with
Minitube of America, Inc. (Minitube) whereby Minitube will assist the Company
in developing its intellectual property. The term of the agreement is for six
months, ending July 2007, and the Company is obligated to pay a total of
$166,000 for setting up costs and consulting fees related to the agreement, and
reimburse Minitube for any additional expenses they may occur, including
sampling fees. Minitube has agreed to accept 68,000 units, consisting of one
share of common stock of the Company and one-half of one warrant to purchase one
common share at a price of $2.00 exercisable for 18 months, at a price of $1.00
per unit in payment of $68,000 of the total amount (Note 13).

|6. | CAPITAL STOCK
|-- | -------------

The Company has authorized capital
stock of 125 million shares of $.001 par value common stock and 10 million
shares of $.001 par value preferred stock.

The holders of common stock are
entitled to one vote per share on matters submitted to shareholders. The common
stock carries dividends as declared by the Board. As of June 30, 2007 the
Company has not declared any dividends to the holders of the common stock. The
rights and preferences associated with the preferred stock shall be designated
by the Corporation's Board of Directors.

Reverse Merger

On May 3, 2007, the Company acquired
all the issued and outstanding stock of American Xeno, Inc., which was accounted
for as a recapitalization of the Company, in exchange for 29,875,000 shares of
common stock and the cancellation of 12,500,000 shares of common stock (see Note
1). The issued number of shares of common stock is that of the Company with
adjustments made for differences in par value between the Company and American
Xeno, Inc.

Stock options/Warrants

The Company has no stock options or
warrants outstanding as of June 30, 2007 and December 31, 2006. The Company has
not adopted an incentive stock option plan as of yet.

Share subscriptions

Share subscriptions of $625,000 as at
June 30, 2007 consist of $675,000 in subscriptions for Units of the Companys
capital stock less finders fees of $50,000. The subscriptions have been
received as part of an intended private placement of up to 1,500,000 Units of
the Company at a price of $1.00 per Unit to certain eligible investors. Each
Unit will consist of one share of common stock and one common stock purchase
warrant of the Company. Each whole purchase warrant will entitle the holder for
2 years from the date of issuance of the Units to acquire one additional share
of common stock of the Company at an exercise price of $1.00

32

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|JUNE 30, 2007                    
|                                 

|7.  | TECHNOLOGY PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|    | By an agreement dated April 12, 2005 the Company
      purchased software, known as Smart Office in consideration of payment to
      the vendor of $7,500 and granting to the vendor a 3% royalty on net sales
      of any product that uses any portion of the technology. The Company does
      not intend to pursue sales of this product.                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|8.  | ACQUISITION                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company had entered into an agreement on August 31,
      2006 to purchase all of the assets of Netrix Inc., a Delaware company
      located in Vero Beach, Florida, USA. The closing was set to occur on or
      before October 30, 2006 and the agreement was subsequently terminated on
      November 5, 2006. The Company does not intend to pursue this
      acquisition.
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|9.  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|    | During the period, the Company received loans of $4,996
      and made loan repayments of $14,449 to two significant shareholders
      leaving a balance of $21,557 (December 31, 2006: $31,010). These loans are
      unsecured, bear no interest and are due on demand.                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|    | Included in accounts payable and accrued liabilities is
      $8,404 (December 31, 2006 $25,341) of expense reimbursements owing to two
      directors of the Company.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|10. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|    | Included in accounts payable and accrued liabilities is
      $114,523 (December 31, 2006: $226,251) of expenditures related to the
      costs associated with the preparation, filing, prosecution and maintenance
      of all patent rights.                                                                                                                                      

| |                                                   |   |                |  |   |              |  |   |                     | 
| | ------------------------------------------------- | - | -------------- |  | - | ------------ |  | - | ------------------- | 
| |                                                   |   | Six months     |  |   | Period from  |  |   | Cumulative amounts  | 
| |                                                   |   | ended June 30, |  |   | inception on |  |   | from inception on   | 
| |                                                   |   | 2007           |  |   | February 8,  |  |   | February 8, 2006 to | 
| |                                                   |   |                |  |   | 2006 to      |  |   | June 30, 2007       | 
| |                                                   |   |                |  |   | December 31, |  |   |                     | 
| |                                                   |   |                |  |   | 2006         |  |   |                     | 
| | Cash paid during the period for:                  |   |                |  |   |              |  |   |                     | 
| | Interest                                          | $ | -              |  | $ | -            |  | $ | -                   | 
| | Income
      taxes                                | $ | -              |  | $ | -            |  | $ | -                   | 
| | Non-cash investing and financing transactions not |   |                |  |   |              |  |   |                     | 
| | included in cash flows:                           |   |                |  |   |              |  |   |                     | 
| | Elimination of debt due to recapitalization       | $ | 327,500        |  | $ | -            |  | $ | 327,500             | 

There were no other significant
non-cash transactions for the periods ended June 30, 2007 and December 31, 2006.

33

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)      
|JUNE 30, 2007                    
|                                 

|11. | DEFERRED INCOME TAXES
|--- | ---------------------

Income tax benefits attributable to
losses from U.S.operations was $Nil for the period ended June 30, 2007 and
differed from the amounts computed by applying the U.S. federal income tax rate
of 34% to pretax losses from operations as a result of the following:

| |                                 |   |                  |   |   |                     |  
| | ------------------------------- | - | ---------------- | - | - | ------------------- | -
| |                                 |   |                  |   |   | Period from         |  
| |                                 |   | Six months ended |   |   | inception on        |  
| |                                 |   | June 30, 2007    |   |   | February 8, 2006 to |  
| |                                 |   |                  |   |   | December 31, 2006   |  
| | Loss for the period             | $ | (128,185         | ) | $ | (46,351             | )
| |                                 |   |                  |   |   |                     |  
| | Computed "expected" tax benefit | $ | (43,583          | ) | $ | (15,759             | )
| | Valuation allowance             |   | 43,583           |   |   | 15,759              |  
| |                                 | $ | -                |   | $ | -                   |  

The accumulated tax effects of
temporary differences that give rise to significant deferred tax assets and
deferred tax liabilities are presented below:

| |                                              |   |               |   |   |                   |  
| | -------------------------------------------- | - | ------------- | - | - | ----------------- | -
| |                                              |   | June 30, 2007 |   |   | December 31, 2006 |  
| |                                              |   |               |   |   |                   |  
| |                                              |   |               |   |   |                   |  
| | Deferred tax assets:                         |   |               |   |   |                   |  
| | Net operating loss carry
      forwards - US | $ | 124,290       |   | $ | 15,759            |  
| | Valuation allowance                          |   | (124,290      | ) |   | (15,759           | )
| |                                              |   |               |   |   |                   |  
| | Total deferred tax assets                    | $ | -             |   | $ | -                 |  

In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible.

Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in assessing the realizability of deferred tax assets. In
order to fully realize the deferred tax asset attributable to net operating loss
carryforwards, the Company will need to generate future taxable income of
approximately $365,000 prior to the expiration of the net operating loss
carryforwards in 2027.

|12. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                         
|    | The Company has one reportable segment, being the
      development of products to address the shortage of human donor cells and
      organs for transplantation into patients. All of the Companys activities
      are in the US.                                                                                   
|    |                                                                                                                                                                                                                                                                                                                         
|13. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                         
|    | Pursuant to the terms of the Minitube agreement described
      in Note 5 Intellectual Property above, the Company issued 68,000 units,
      consisting of one share of common stock of the Company and one-half of one
      warrant to purchase one common share at a price of $2.00 exercisable for
      18 months.

34

---

|XENO TRANSPLANTS CORP.           
|---------------------------------
|(formerly Icon Development, Inc) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)      
|JUNE 30, 2007                    
|                                 

|13. | SUBSEQUENT EVENTS cont
|--- | -----------------------

On September 20, 2007 the Company
entered into a Letter of Agreement (the LOI) to acquire CrossCart, Inc
(CrossCart), a privately held California corporation.

The terms of the LOI are summarized as
follows:

- the terms of the LOI are subject to
negotiation and execution of a definitive Acquisition Agreement which shall be
approved by the respective Board of Directors of each corporation and by the
shareholders of CrossCart; - all of the stock of CrossCart, including common
shares, preferred shares, and shares issuable on conversion of debt, shall be
exchanged for 22 million shares of common stock of the Company. CrossCart will
become a wholly-owned subsidiary of the Company; - certain current
stockholders of the Company and CrossCart will negotiate the terms of a voting
trust whereby all their combined shares will be voted together for any
transaction or event involving a material acquisition or disposal of assets, a
change in control, a change in the majority of directors, or a change in senior
management; - the CrossCart stockholders will have the right to nominate two
directors to the board of the Company; - the Company shall advance $250,000
to CrossCart for operating capital, on or before October 30, 2007, in the form
of a non-refundable deposit. In the event that the acquisition does not close,
the $250,000 will be converted to an investment in CrossCart by the Company on
the same terms as the next financing obtained by CrossCart; - a further
contribution of $2.25 million in operating capital will be provided by the
Company to Crosscart on or before the closing date of the acquisition; and -
closing is set to occur on or before November 30, 2007.

In conjunction with the acquisition,
the Company intends to complete a private placement of units (Units) to sell a
minimum of 2.5 million Units and up to a maximum of 15 million Units of the
Company at a price of $1.00 per Unit to certain eligible investors. Each Unit
will consist of one share of common stock and one common stock purchase warrant.
Each whole purchase warrant will entitle the holder for 2 years from the date of
issuance of the Units to acquire one additional share of common stock at an
exercise price of $1.00.

As a result of the proposed acquisition
of CrossCart, the Company has also amended the terms of the private placement of
units included in the terms of the Agreement and Plan of Merger dated as of
April 24, 2007, as amended, by and among the Company, Icon Acquisition
Corporation, AXI, and the stockholders of AXI, to be under the same terms as the
private placement described above. The parties have extended the date for
closing of the private placement to December 31, 2007.

35

---

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of this report.

Item 8A. Controls and Procedures.

Disclosure Controls

Under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, the Company evaluated the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Rule
13a-15(e) of the Exchange Act) as of the end of the period covered by this
report (the Evaluation Date). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
the Companys disclosure controls and procedures were effective to ensure that
information required to be disclosed in reports the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the periods specified in the Securities and Exchange Commissions rules and
forms, and accumulated and communicated to the Companys management, including
the Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.

During the year ended June 30, 2007, there were no changes in
the Companys internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

Notwithstanding the foregoing, because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that the Companys disclosure controls and procedures will
detect or uncover every situation involving the failure of persons within the
Company and its subsidiaries to disclose material information otherwise required
to be set forth in the Companys periodic reports; however, the Companys
disclosure controls and procedures are designed to provide reasonable assurance
that they will achieve their objective of ensuring that information required to
be disclosed in the reports the Company files or submits under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.

Item 8B. Other Information.

None

36

---

Part III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act.

Executive Officers and Directors

The following table sets forth certain information concerning
the Companys executive officers and directors as of September 24, 2007:

| | Name               | Age | Position with the Company                                       
| | ------------------ | --- | ----------------------------------------------------------------
| |                    |     |                                                                 
| | Michael Perry      | 48  | Chairman of the Board                                           
| | Elliot Lebowitz    | 66  | President, Chief Executive Officer and Director                 
| | Wayne Smith        | 51  | Chief Financial Officer,
      Secretary, Treasurer and Director
| | David Sachs        | 65  | Director                                                        
| | Milton Datsopoulos | 66  | Director                                                        
| | James Beckner      | 61  | Director                                                        

Michael Perry has been a director and the Chairman of
the Board since May 3, 2007. Since April 2005 he has been the Chief Development
Officer of VIA Pharmaceuticals, Inc. and a Venture Partner at Bay City Capital
since April 2006. Dr. Perry was the founder and Chief Executive Officer of
Extropy Pharmaceuticals from May 2003 to April 2005. He was CEO of Pharsight
Corporation from February 2002 to April 2003. From October 2000 to February
2002, Dr. Perry was Global Head of Research and Development for Baxter
BioPharmceuticals. He was Vice President of Novartis Pharma from September 1994
to September 2000. He also previously held positions with SyStemix, Inc., and
Genetic Therapy, Inc., and served as a director on each of the companys boards
of directors. He currently serves on the board of directors of Targeted Genetics
Corporation (TGEN), Navon Pharmaceuticals and is an observer on the board of
Itamar Medical (ITMR: TASE). Dr. Perry holds an Honors BSc in
Engineering/Physics from the University of Guelph, a D.V.M. with honors from the
Ontario Veterinary College and a Ph.D. with high honors in Biomedical
Pharmacology with specialization in cardiopulmonary medicine from the University
of Guelph. Dr. Perry is also a graduate of the Executive/International
Management Program at Harvard Business School.

Elliot Lebowitz is the President and Chief Executive
Officer and a director of the Company and he has held the same positions with
AXI from its date of incorporation on February 8, 2006 to the present. From
February 2003 to October 2004, he was President of Theseus Imaging Corporation,
a biopharmaceutical company. From April 1991 to July 2002, he was the founder
and Chief Executive Officer of BioTransplant Incorporated, focused on enhancing
immune responses. Since mid-1994, Dr. Lebowitz has been a member of the Board of
Directors of Stem Cell Sciences, Ltd., an Australian private company, which is
developing stem cell technology. He was a member of BioTransplants Board of
Directors from April 1991 to April 2004. From January 2001 to April 2004, he was
a member of the Board of Directors of Immerge BioTherapeutics, Inc. Dr. Lebowitz
holds a B..A. from Columbia College and a Ph.D. from Columbia University.

Wayne Smith has been the Secretary, Treasurer and a
director since February 2, 2007 and Chief Financial Officer of the Company since
May 3, 2007. Prior to working for the Company, Mr. Smith worked for Visiphor
Corporation as Chief Operating Officer and Chief Financial Officer from July
2003 through January 2007. Prior to that time, he served as Visiphors Chief
Financial Officer from September 2002 to July 2003, and began with Visiphor in
May 2002. Since 1997, Mr. Smith has also been a partner of TelePartners
Consulting Inc., a consulting services company that provides management and
financial consulting services. From May 2002 to September 2002, Mr. Smith served
as comptroller of International Portfolio Management. From October 2001 to May
2002, Mr. Smith was a risk management advisor of Peter Reimer & Associates.
From 1997 to July 2001 Mr. Smith was an Audit Senior of Amisano Hanson Chartered
Accountants. Mr. Smith holds a Chartered Accountants designation in Canada.

37

---

David Sachs has been a director of the Company since May
3, 2007. He has been Director, Transplantation Biology Research Center of
Massachusetts General Hospital and Professor of Surgery (Immunology), Harvard
Medical School since January 1991. He holds an A.B., Summa Cum Laude, in
Chemistry from Harvard College, a Diplome dEtudes Superieures de Sciences in
organic chemistry from the University of Paris, and an M.D., Magna Cum Laude,
from Harvard Medical School.

Milton Datsopoulos has been a director of the Company
since May 3, 2007. He is the founding Senior Partner of Datsopoulos, MacDonald
& Lind, P.C. of Missoula, Montana, a general practice law firm, since 1974.
He has been a director of Montana Rail Link since 1987, and the President, a
director and a shareholder of Athens Investments, a private investment company.
He is a director of MSE, Inc, a private Montana corporation that provides
research and development for the Department of Defense, Department of Energy,
NASA and private corporations. He has been the Chairman of the Montana World
Trade Center since October 2000 and a Director of INSA (Inland Northwest Space
Alliance) since October, 2004, which performs NASA and Department of Defense
Research. He has been a Director of Canyon Copper Corp. since 2004, a junior
exploration and development company. Mr. Datsopoulos holds a B.A. with high
honors in Economics and a J.D. with honors from the University of Montana.

James Beckner has been director of the Company since May
3, 2007. He has been a practicing corporate attorney for over 30 years,
specializing in the structuring of major financial transactions and managing the
interface with banks and other institutional lending facilities. He has been
counsel to a number of businesses, negotiating and structuring numerous mergers
and acquisitions, venture capital transactions, and other transactions. He was a
partner at Greenebaum Doll & McDonald PLLC from 1997 to 2006 and at Baker
Donelson from 1985 to 1997. Mr. Beckner is currently self-employed as an
independent acquisition consultant. He holds a B.A. from Hampden-Sydney College
and a J.D. from Vanderbilt University School of Law.

Legal Proceedings

None of the directors or executive officers of the Company is a
party to or has a material interest in any material proceeding in which they
were adverse to the Company or any of its subsidiaries. Except as disclosed
below, none of the officers or directors of the Company has been the subject of
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time, been convicted in a criminal proceeding
or been subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses), been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting such persons involvement in any type of business, securities
or banking activities or been found by a court of competent jurisdiction (in a
civil action), the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

Mr. Lebowitz was founding Chief Executive Officer and a
director of BioTransplant, Inc. from April 1991 until July 2002. He resigned as
Chief Executive Officer and continued as a director until April 2004.
BioTransplant, Inc. filed a voluntary petition for reorganization under Chapter
11 of the Bankruptcy Code on February 27, 2003. There was approval of the
Chapter 11 plan for liquidation on April 26, 2004.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive
officers, and any 10 percent beneficial owners of the Companys common stock to
file reports concerning their ownership of and transactions in the Company's
common stock. Based on a review of the reports of changes in beneficial
ownership of common stock and written representations made to the Company, the
Company believes that its directors and officers complied with all filing
requirements under Section 16(a) of the Exchange Act with respect to the fiscal
year ended June 30, 2007.

Code of Ethics

The Company has adopted a Code of Ethics that applies to all
the Companys directors, officers and employees. A copy of the Code of Ethics
may be viewed on the Companys website at www.xeno-transplants.com. The Company
intends to report amendments to or waivers from the Code of Ethics to the
principal executive, financial or accounting officer, or persons performing
similar functions, on the Companys website, as permitted by applicable SEC
rules.

38

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Audit Committee and Audit Committee Financial Expert

The Company has established a separately-standing audit
committee in accordance with Section 3(a)(58)(A) of the Exchange Act which is
comprised of the following independent directors: Michael Perry, Chairman,
Milton Datsopoulos, and James Beckner. The Board has determined that Mr. Perry,
who is an independent director (as that term is used in Item 7(d) (3) (iv) of
Schedule 14A under the Exchange Act) meets all of the criteria required of an
audit committee financial expert. The audit committee recommends independent
accountants to audit its financial statements, discusses the scope and results
of the audit with the independent accountants, reviews its interim and year-end
operating results with its executive officers and independent accountants,
considers the adequacy of the internal accounting controls, considers the audit
procedures of the Company and reviews the non-audit services to be performed by
the independent accountants.

Item 10. Executive Compensation.

Compensation of Named Executive Officers

The following table sets forth compensation paid or earned for
the period ended June 30, 2007 by the Companys Chief Executive Officer and
Chief Financial Officer (the Named Executive Officers).

Summary Compensation Table for 2007

Name and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards ($)
    Option Awards ($)
    Non-Equity Incentive Plan
      Compensa- tion ($)
    Nonqualified Deferred Compensa-
      tion Earnings ($)
    All Other Compensa- tion
      ($)
    Total ($)Elliot Lebowitz Chief Executive Officer
    2007
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/AWayne Smith Chief Financial Officer
    2007
    20,960
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A
    N/A


The Company has not entered into employment or consulting
agreements with Mr. Lebowitz or Mr. Smith, any compensation paid is on the basis
of hourly invoices for services.

Except as described above, no other compensation has been paid
to, awarded to, or earned by any of the Companys executive officers or
directors during fiscal 2006 and the period ended June 30, 2007. The Company
does not have any employment agreements with any of its executive officers.

There were no outstanding equity awards at the June 30, 2007
period end.

39

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Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth certain information regarding
the beneficial ownership of the Companys common stock by (i) each person who,
to the Companys knowledge, beneficially owns more than 5% of the shares of the
Companys common stock; (ii) each of the directors and executive officers of the
Company; and (iii) all of the Companys executive officers and directors as a
group.

Title of Class
    Number and Address of Beneficial
      Owner
    Amount and Nature of Beneficial
      Ownership1
    Percent of ClassCommon Stock
    Elliot
      Lebowitz2
      9,000,000
    22.4%Common Stock
    Wayne
      Smith2
      Nil
    *Common Stock
    Michael Perry 2
      150,000
    *Common Stock
    David
      Sachs2
      150,000
    *Common Stock
    Milton
      Datsopoulos2
      75,000
    *Common Stock
    James
      Beckner2
      Nil
    *Common Stock
    Ken
      Swaisland3
      7,000,000
    17.4%Common Stock
    EMI
      Opportunity Fund4
      2,250,000
    5.6%Common Stock
    All Executive Officers and Directors as a
      Group (6 persons)
      9,375,000
      23.3%


_____________________* Indicates less than 1%

(1) Beneficial ownership is calculated based on 40,170,820
shares of common stock issued and outstanding as of September 17, 2007.
Beneficial ownership is determined in accordance with Rule 13d-3 under the
Exchange Act. The persons and entities named in the table have sole voting and
sole investment power with respect to the shares set forth opposite that
persons name, subject to community property laws, where applicable.

(2) The address for these beneficial owners is c/o Xeno
Transplants Corporation., Suite 2610, 1066 West Hastings Street, Vancouver BC,
Canada V6E 3X2. Mr. Lebowitz is President and Chief Executive Officer and a
director of the Company, Mr. Smith is a director of the Company and Corporate
Secretary, Treasurer, and Chief Financial Officer and Mr. Perry is a director
and the Companys Chairman. Messrs. Sachs, Datsopoulos and Beckner are
directors.

(3) The address for this beneficial owner is 4630 Northwood
Drive, West Vancouver BC, Canada V7S 3E3. Mr. Swaisland is not a director or
officer of the Company.

(4) The address for these beneficial owners is c/o SEAL
Consulting S.A., Via Magetti 1, 4th Floor, Lugano 6900, Switzerland.
EMI Opportunity Fund is a widely-held investment fund with multiple beneficial
owners.

The Company is not aware of any arrangements that may result in
a change of control of the Company.

40

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Item 12. Certain Relationships and Related Transactions, and
Director Independence.

Except as noted below and except for the stockholdings of
Messrs. Lebowitz, Perry, Sachs, Datsopoulos and Swaisland in AXI and Mr.
Lebowitzs executive positions with AXI, both prior to the Merger, none of the
Companys current directors or executive officers, any person who beneficially
owns, directly or indirectly, shares of common stock carrying more than 5% of
the voting rights attached to the Companys outstanding shares, any of the
Companys promoters or any members of the immediate family of any of the
foregoing persons has any material interest, direct or indirect, in any
transaction since the beginning of the Companys last fiscal year or in any
presently proposed transaction to which the Company was or is to be party. None
of the Companys directors or executive officers is indebted to the Company.

During the period, the Company received loans of $2,365 from
and made loan repayments of $14,365 to Elliot Liebowitz, a director and officer
of the Company, leaving a balance owing of $10 as at September 24, 2007. The
largest aggregate amount of principle outstanding during the period was $14,365.
These loans are unsecured, bear no interest and are due on demand.

During the period, the Company received loans of $19,000 from
and made loan repayments of $38,000 to Ken Swaisland, a former director and
officer of the Company, leaving a balance owing of $0. The largest aggregate
amount of principle outstanding during the period was $38,000. These loans were
unsecured, bore no interest and were due on demand. Mr. Swaisland is owed
$21,547 for reimbursement of expenses as at September 24, 2007.

Director Independence

Messrs. Perry, Sachs, Datsopoulos and Beckner each are an
independent director, as defined in Rule 4200(a)(15) of the Nasdaq listing
standards.

Audit Committee

The Company has established a separately-standing audit
committee in accordance with Section 3(a)(58)(A) of the Exchange Act which is
comprised of the following independent directors: Michael Perry, Chairman,
Milton Datsopoulos, and James Beckner

Compensation Committee

The Company has established a compensation committee which is
comprised of the following independent directors: Michael Perry, Chairman, David
Sachs, and James Beckner.

Nominating Committee

The Company has established a nominating committee which is
comprised of the following independent directors: Michael Perry, Chairman, David
Sachs, and James Beckner

41

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Item 13. Exhibits.

The following exhibits are filed (or incorporated by reference
herein) as part of this Form 10-KSB:

|Exhibit   |                                                                                                                                                                                                               
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number    | Description                                                                                                                                                                                                   
|2.1(1)    | Agreement and
        Plan of Merger dated April 24, 2007 among Icon Development Group, Inc.,
        Icon Acquisition Corporation and American Xeno, Inc.                                                    
|2.1.1(2)  | First Amendment dated May 1,
        2007 to Agreement and Plan of Merger dated April 24, 2007 among Icon Development
        Group, Inc., Icon Acquisition Corporation and American Xeno, Inc.               
|2.1.2(3)  | Second Amendment
        dated May 29, 2007 to Agreement and Plan of Merger dated April 24, 2007
        among Icon Development Group, Inc., Icon Acquisition Corporation and American
        Xeno, Inc.     
|2.1.3(4)  | Third Amendment dated June 14,
        2007 to Agreement and Plan of Merger dated April 24, 2007 among Icon Development
        Group, Inc., Icon Acquisition Corporation and American Xeno, Inc.             
|2.1.4(5)  | Fourth Amendment
        dated July 30, 2007 to Agreement and Plan of Merger dated April 24, 2007
        among Icon Development Group, Inc., Icon Acquisition Corporation and American
        Xeno, Inc.    
|2.1.5(6)  | Fifth Amendment dated September
        24, 2007 to Agreement and Plan of Merger dated April 24, 2007 among Icon
        Development Group, Inc., Icon Acquisition Corporation and American Xeno,
        Inc.
|3.1(7)    | Articles of Incorporation
        dated September 28, 2004                                                                                                                                                    
|3.1.2(8)  | Amended Articles of Incorporation
        dated August 22, 2006                                                                                                                                               
|3.1.3(9)  | Certificate of
        Amendment to Articles of Incorporation dated August 13, 2007                                                                                                                           
|3.1.3(10) | Bylaws                                                                                                                                                                                                        
|10.1(1)   | Pledge Agreement
        dated April 24, 2007 among Icon Development Group, Inc., American Xeno,
        Inc., Ken Swaisland and Elliot Liebowitz                                                             
|10.2(6)   | Letter of Intent dated September
        19, 2007 among Xeno Transplants Corporation and CrossCart, Inc.                                                                                                      
|31.1      | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                                           
|31.2      | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                                                                           
|32.1      | Certification
        of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                                                           
|32.2      | Certification
        of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                                                           

_________________________*Indicates management contract or
compensatory plan or arrangement

|(1)  | Previously filed with Form 8-K filed April 26,
    2007.      
|---- | --------------------------------------------------------------
|(2)  | Previously filed with Form 8-K filed May 9,
  2007.           
|(3)  | Previously filed with Form 8-K filed May 30,
  2007.          
|(4)  | Previously filed with Form 8-K filed June 19,
  2007.         
|(5)  | Previously filed with Form 8-K filed August 3,
    2007.      
|(6)  | Previously filed with Form 8-K filed September 26,
      2007.
|(7)  | Previously filed with Form SB-2 filed November 15,
      2005.
|(8)  | Previously filed with Form 8-K on August 22,
  2006.          
|(9)  | Previously filed with Schedule 14C filed July 24,
      2007. 
|(10) | Previously filed with Form 8-K filed July 11,
  2007.         

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Item 14. Principal Accountant Fees and Services.

Audit Fees

Fees billed by Davidson & Company for professional services
totaled $18,757 for the year ended June 30, 2007. Fees billed by the Companys
prior auditors, Jewitt, Schwartz & Associates, for professional services
totaled $7,500 for the year ended June 30, 2007 including fees associated with
the annual audit and reviews of quarterly reports on Form 10-QSB.

Audit-Related Fees

Fees for audit-related services totaled $nil for the year ended
June 30, 2007.

Tax Fees

Fees for tax services totaled $nil for the year ended June 30,
2007.

All other Fees

There were no other fees for the year ended June 30, 2007.

43

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

| | XENO TRANSPLANTS CORPORATION         
| | -------------------------------------
| |                                      
| |                                      
| |                                      
| | /s/ Elliot Lebowitz                  
| | Elliot Lebowitz                      
| | President and Chief Executive Officer
| |                                      
| | Date: September 24, 2007             

44

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POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Elliot Lebowitz and Wayne
Smith, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
report, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents of them or their substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Signature                    |  | Title                                        | Date              
|---------------------------- |  | -------------------------------------------- | ------------------
|                             |  |                                              |                   
|/s/ Michael Perry            |  | Chairman and Director                        | September 24, 2007
|Michael Perry                |  |                                              |                   
|                             |  |                                              |                   
|/s/ Elliot
      Lebowitz    |  | Chief Executive Officer and Director         | September 24, 2007
|Elliot Lebowitz              |  | (principal executive officer )               |                   
|                             |  |                                              |                   
|/s/ Wayne Smith              |  | Chief Financial Officer and Director         | September 24, 2007
|Wayne Smith                  |  | (principal financial and accounting officer) |                   
|                             |  |                                              |                   
|/s/ David Sachs              |  | Director                                     | September 24, 2007
|David Sachs                  |  |                                              |                   
|                             |  |                                              |                   
|/s/ Milton
      Datsopoulos |  | Director                                     | September 24, 2007
|Milton Datsopoulos           |  |                                              |                   
|                             |  |                                              |                   
|/s/ James Beckner            |  | Director                                     | September 24, 2007
|James Beckner                |  |                                              |                   

45

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