---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended December 31, 2007

OR

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

For the transition period from ________________to
_______________

Commission file Number: 000-51698

Xeno Transplants
Corporation(Exact name of small business issuer as specified
in its charter)

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

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

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

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 [ ]

Indicate by check mark whether the issuer is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of February 19, 2008, 40,363,822 shares of common stock of
the Issuer were issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

1

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XENO TRANSPLANTS CORP.

FORM 10-QSB

For the Quarterly Period Ended December 31, 2007

INDEX

|PART I  | Financial
      Information                                       | 3 
|------- | ----------------------------------------------------------------- | --
|Item 1. | Financial Statements                                              | 3 
|Item 2. | Managements
      Discussion and Analysis or Plan of Operation   | 15
|Item 3. | Controls and Procedures                                           | 22
|        |                                                                   |   
|PART II | Other Information                                                 | 23
|Item 1. | Legal Proceedings                                                 | 23
|Item 2. | Unregistered Sales of Equity
      Securities and Use of Proceeds | 23
|Item 3. | Defaults Upon
      Senior Securities                             | 23
|Item 4. | Submission of Matters to a Vote
      of Security Holders         | 23
|Item 5. | Other Information                                                 | 23
|Item 6. | Exhibits                                                          | 24

2

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

XENO TRANSPLANTS CORPORATION

Index to Consolidated Financial Statements

|Consolidated Balance Sheets                | Page 4
|------------------------------------------ | ------
|Consolidated Statements of Operations      | Page 5
|Consolidated Statements of Cash Flows      | Page 6
|Notes to Consolidated Financial Statements | Page 7

3

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

|                                                                                   |   | December 31, |   |   | June 30,  |  
|---------------------------------------------------------------------------------- | - | ------------ | - | - | --------- | -
|                                                                                   |   | 2007         |   |   | 2007      |  
|                                                                                   |   | (unaudited)  |   |   | (audited) |  
|                                                                                   |   |              |   |   |           |  
|ASSETS                                                                             |   |              |   |   |           |  
|                                                                                   |   |              |   |   |           |  
|Current assets                                                                     |   |              |   |   |           |  
|Cash                                                                               | $ | 363          |   | $ | 32,096    |  
|Loan Receivable (Note 4)                                                           |   | 100,000      |   |   | -         |  
|Prepaid expenses                                                                   |   | -            |   |   | 5,731     |  
|                                                                                   |   |              |   |   |           |  
|Total current assets                                                               |   | 100,363      |   |   | 37,827    |  
|                                                                                   |   |              |   |   |           |  
|Equipment (Note 5)                                                                 |   | 1,535        |   |   | -         |  
|Intellectual Property (Note 6)                                                     |   | 859,169      |   |   | 603,582   |  
|                                                                                   |   |              |   |   |           |  
|TOTAL ASSETS                                                                       | $ | 961,067      |   | $ | 641,409   |  
|                                                                                   |   |              |   |   |           |  
|                                                                                   |   |              |   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                               |   |              |   |   |           |  
|                                                                                   |   |              |   |   |           |  
|Current liabilities                                                                |   |              |   |   |           |  
|Accounts payable and accrued
      liabilities                                     | $ | 487,742      |   | $ | 233,812   |  
|Loans Payable (Note 7)                                                             |   | 308,716      |   |   | -         |  
|Amounts due to related
      parties (Note 9)                                      |   | 21,557       |   |   | 21,557    |  
|                                                                                   |   |              |   |   |           |  
|Total current liabilities                                                          |   | 818,015      |   |   | 255,369   |  
|                                                                                   |   |              |   |   |           |  
|                                                                                   |   |              |   |   |           |  
|TOTAL LIABILITIES                                                                  |   | 818,015      |   |   | 255,369   |  
|                                                                                   |   |              |   |   |           |  
|                                                                                   |   |              |   |   |           |  
|Stockholders' equity (Note 8)                                                      |   |              |   |   |           |  
|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;                    |   |              |   |   |           |  
|40,363,822
      common shares issued and outstanding (June 30, 2007 - 40,295,820) |   | 40,364       |   |   | 40,296    |  
|Subscriptions                                                                      |   | 625,000      |   |   | 625,000   |  
|Additional paid-in capital                                                         |   | 67,932       |   |   | -         |  
|Accumulated deficit                                                                |   | (590,244     | ) |   | (279,256  | )
|                                                                                   |   |              |   |   |           |  
|Total stockholders' equity                                                         |   | 143,052      |   |   | 386,040   |  
|                                                                                   |   |              |   |   |           |  
|TOTAL LIABILITIES
      AND STOCKHOLDERS' EQUITY                                   | $ | 961,067      |   | $ | 641,409   |  
|                                                                                   |   |              |   |   |           |  
|History and organization of the Company (Note 1)                                   |   |              |   |   |           |  

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

4

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

|                                                           |   |              |  |   |              |  |   | Cumulative          | 
|---------------------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------------- | 
|                                                           |   | Three months |  |   | Six months   |  |   | amounts from        | 
|                                                           |   | ended        |  |   | ended        |  |   | inception on        | 
|                                                           |   | December 31, |  |   | December 31, |  |   | February 8, 2006 to | 
|                                                           |   | 2007         |  |   | 2007         |  |   | December 31, 2007   | 
|                                                           |   | (unaudited)  |  |   | (unaudited)  |  |   | (unaudited)         | 
|Sales                                                      | $ | -            |  | $ | -            |  | $ | -                   | 
|Operating expenses                                         |   |              |  |   |              |  |   |                     | 
|General and administrative                                 |   | 170,149      |  |   | 310,987      |  |   | 485,523             | 
|Net loss before income taxes                               |   | 170,149      |  |   | 310,987      |  |   | 485,523             | 
|Provision for income taxes                                 |   | -            |  |   | -            |  |   | -                   | 
|Net loss                                                   | $ | 170,149      |  | $ | 310,987      |  | $ | 485,523             | 
|                                                           |   |              |  |   |              |  |   |                     | 
|Loss per share
      - basic and diluted                   | $ | 0.00         |  | $ | 0.01         |  |   |                     | 
|                                                           |   |              |  |   |              |  |   |                     | 
|Weighted average
      number of common shares outstanding |   | 40,363,822   |  |   | 40,344,604   |  |   |                     | 

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

5

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

|                                                                        |   |              |   |   |              |   |   | Cumulative          |  
|----------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                        |   | Three months |   |   | Six months   |   |   | amounts from        |  
|                                                                        |   | ended        |   |   | ended        |   |   | inception on        |  
|                                                                        |   | December 31, |   |   | December 31, |   |   | February 8, 2006 to |  
|                                                                        |   | 2007         |   |   | 2007         |   |   | December 31, 2007   |  
|                                                                        |   | (unaudited)  |   |   | (unaudited)  |   |   | (unaudited)         |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows from operating activities                                    |   |              |   |   |              |   |   |                     |  
|Net loss                                                                | $ | (170,149     | ) | $ | (310,987     | ) | $ | (485,523            | )
|                                                                        |   |              |   |   |              |   |   |                     |  
|Adjustments to reconcile
      net loss to net cash used in operations: |   |              |   |   |              |   |   |                     |  
|Amortization                                                            |   | 144          |   |   | 192          |   |   | 192                 |  
|Write-off
      of capital assets                                       |   | -            |   |   | -            |   |   | 348                 |  
|Changes in:                                                             |   |              |   |   |              |   |   |                     |  
|Prepaid expenses                                                        |   | 460          |   |   | 5,731        |   |   | -                   |  
|Accounts payable and accrued
      liabilities                          |   | 145,221      |   |   | 253,929      |   |   | 298,807             |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Net cash used in operating activities                                   |   | (24,324      | ) |   | (51,135      | ) |   | (186,176            | )
|                                                                        |   |              |   |   |              |   |   |                     |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows from investing activities                                    |   |              |   |   |              |   |   |                     |  
|Acquisition of intellectual property                                    |   | (107,629     | ) |   | (187,587     | ) |   | (676,646            | )
|Loans receivable                                                        |   | (75,000      | ) |   | (100,000     | ) |   | (100,000            | )
|Purchase of equipment                                                   |   | -            |   |   | (1,727       | ) |   | (1,727              | )
|Cash acquired on acquisition                                            |   | -            |   |   | -            |   |   | 252,385             |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Net cash used in investing
      activities                             |   | (182,629     | ) |   | (289,314     | ) |   | (525,988            | )
|                                                                        |   |              |   |   |              |   |   |                     |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Cash flows from financing activities                                    |   |              |   |   |              |   |   |                     |  
|Issuance of capital stock                                               |   | -            |   |   | -            |   |   | 41,500              |  
|Proceeds from share subscriptions                                       |   | -            |   |   | -            |   |   | 18,250              |  
|Shareholder advances (repayments),
      net                            |   | -            |   |   | -            |   |   | 16,561              |  
|Loans payable                                                           |   | 203,716      |   |   | 308,716      |   |   | 636,216             |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Net cash provided by financing activities                               |   | 203,716      |   |   | 308,716      |   |   | 712,527             |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Increase (decrease) in cash and cash equivalents                        |   | (3,237       | ) |   | (31,733      | ) |   | 363                 |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents, beginning of
      period                    |   | 3,600        |   |   | 32,096       |   |   | -                   |  
|                                                                        |   |              |   |   |              |   |   |                     |  
|Cash and cash equivalents, end of period                                | $ | 363          |   | $ | 363          |   | $ | 363                 |  

Supplemental disclosure with respect to cash flows (Note 10)

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

6

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|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Xeno Transplants Corporation (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 had not 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 and to date has not
      generated any revenue. AXI is a bio-technology research and development
      company incorporated in Nevada on February 8, 2006 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 intended 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 was to consist of one share of common stock and one-half
      of one common stock purchase warrant of the Company. Each whole purchase
      warrant would have entitled 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. On September 24, 2007 the
      Company altered the terms of the warrants attached to the Units whereby
      each Unit when issued will now include one full warrant to purchase one
      share of common stock at a price of $1.00, exercisable for two years from
      the date of closing the Private Placement. The Company has extended the
      closing date of the Private Placement to on or before March 31,
    2008.                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On August 13, 2007 the Company changed its name from Icon
      Development, Inc. to Xeno Transplants Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

7

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|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The accompanying consolidated 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
      $590,244 as of December 31, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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
      December 31, 2007, the Company has not commenced its planned principal
      operations. The accompanying consolidated interim financial statements
      have been prepared in accordance with accounting principles generally
      accepted in the United States for interim financial information with the
      instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not
      include all of the information and footnotes required by US GAAP for
      complete financial statements. Although they are unaudited, in the opinion
      of management, they include all adjustments, consisting only of normal
      recurring items, necessary for a fair presentation. Results are not
      necessarily indicative of results which may be achieved in the future. The
      consolidated financial statements and notes appearing in this report
      should be read in conjunction with the Company's consolidated audited
      financial statements and related notes thereto, together with Management's
      Discussion and Analysis of Financial Condition and Results of Operations,
      contained in the Company's Annual Report on Form 10- KSB for the fiscal
      year ended June 30, 2007, as filed with the Securities and Exchange
      Commission (the SEC) on September 27, 2007 (file no.
  000-51698).

8

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|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Basis of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The consolidated financial statements include the
      accounts of the Company and its wholly-owned subsidiary, AXI, 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 December 31, 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, loans receivable, accounts payable and accrued liabilities, loans
      payable, and amounts due to related parties 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 and maintenance 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Equipment is stated at cost less accumulated depreciation
      and is depreciated on a straight line basis, commencing when the assets
      are put into use over the estimated useful life of three
  years.                                                                                                                                                                                                                                                                                            

9

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|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 December 31, 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 No. 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
      at December 31, 2007, the Company had 34,000 of potentially dilutive
      instruments that were excluded from the determination of diluted loss per
      share as they would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 December 31, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

10

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | For accounting purposes, the Merger was treated as a
      reverse merger with AXI being the accounting acquirer. Prior to the
      Merger, AXI did not prepare quarterly financial statements and its fiscal
      year-end was December 31. The comparative financial statement figures for
      the results of operations and cash flows for the three-months ended
      December 31, 2006 have not been presented as they were not prepared and
      are not considered to be material.                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February, 2007, the FASB issued SFAS No. 159 The Fair
      Value Option for Financial Assets and Financial Liabilities. SFAS No. 159
      permits entities to choose to measure many financial assets and financial
      liabilities at fair value. Unrealized gains and losses on items for which
      the fair value option has been elected are reported in earnings. SFAS No.
      159 is effective for fiscal years beginning after November 15, 2007. The
      Company is currently assessing the impact of SFAS No. 159 on our financial
      position and results of operations, but does not anticipate a material
      impact.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | LOAN RECEIVABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On September 20, 2007 the Company entered into a Letter
      of Intent (the LOI) to acquire CrossCart, Inc. (CrossCart), a
      privately held California corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The terms of the LOI included:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company did not complete the advance of $250,000 to
      CrossCart and the LOI has expired, consequently the $100,000 advanced by
      the Company has been converted to a loan receivable. The Company and
      CrossCart continue with discussions to determine if a merger or
      acquisition on amended terms can be agreed to.                                                                                                                                                                                                                                                                                                         

11

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|5. | EQUIPMENT
|-- | ---------

| | December 31, 2007 |   |       |  |   |              |  |  |       | 
| | ----------------- | - | ----- |  | - | ------------ |  |  | ----- | 
| |                   |   |       |  |   | Accumulated  |  |  | Net   | 
| |                   |   | Cost  |  |   | Amortization |  |  | Book  | 
| |                   |   |       |  |   |              |  |  | Value | 
| |                   |   |       |  |   |              |  |  |       | 
| | Equipment         | $ | 1,727 |  | $ | 192 $        |  |  | 1,535 | 

At June 30, 2007 the Company did not
have any equipment.

|6. | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 16, 2006 (the Effective Date),
        AXI signed an exclusive licence 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In order to maintain its licence in good standing,
        AXI must pay to MGH:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company is obligated to perform the following
        from the Effective Date of the agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The term of the agreement is in effect until
        such time that all obligations have been met by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company also had an agreement with Minitube
        of America, Inc. (Minitube) whereby Minitube assisted the
        Company in developing its intellectual property. The term of the agreement
        was for six months, ending July 2007, and the Company paid a total of
        $166,000 for setting up costs and consulting fees related to the agreement,
        and reimbursed Minitube for any additional expenses they incurred, including
        sampling fees. Minitube has accepted 68,000 units in the capital of the
        Company, 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 until February 21, 2009, at a price of $1.00 per unit in payment
        of $68,000 of the $166,000 (Note 8).

12

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|7. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Loan payable consists of advances from non-related
      parties that are non-interest bearing, unsecured, and have no specific
      terms for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has authorized capital stock of 125 million
      shares of $.001 par value common stock and 25 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 is entitled
      to dividends as declared by the Board. As of December 31, 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 Company's Board of Directors.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Reverse Merger                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On May 3, 2007, the Company acquired all the issued and
      outstanding stock of AXI, 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 AXI.                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Stock Issuances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Pursuant to the terms of the Minitube agreement described
      in Note 5, 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
      share of common stock at a price of $2.00 exercisable until February 21,
      2009.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has no stock options outstanding as of
      December 31, 2007, and June 30, 2007. To date, the Company has not adopted
      an incentive stock option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the six month period ended December 31, 2007 the
      Company granted 34,000 warrants to purchase one share of common stock at a
      price of $2.00 exercisable until February 21, 2009. There are no other
      warrants outstanding as at December 31, 2007 or June 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Share subscriptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Share subscriptions of $625,000 as at December 31, 2007
      consist of $675,000 in subscriptions for the Companys Units less finders
      fees of $50,000. The subscriptions have been received as part of the
      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.

13

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|December 31, 2007                             
|Unaudited                                     

|9.  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|    | During the period ended December 31, 2007, the Company
      did not receive any loans from related parties and did not make any loan
      repayments. The balance due to two significant shareholders remained
      $21,557 (June 30, 2007: $21,557). These loans are unsecured, bear no
      interest and are due on demand.
|    |                                                                                                                                                                                                                                                                                                                                  
|    | Included in accounts payable and accrued liabilities is
      $23,561 (June 30, 2007: $8,404) in fees and expense reimbursements owing
      to an officer and four directors of the Company.                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                  
|10. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                  
|    | Included in accounts payable and accrued liabilities is
      $244,689 (June 30, 2007: $114,523) of expenditures included in
      intellectual property.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                  

| |                                                   |   | Three months |  |   | Six months   |  |   | Cumulative amounts  | 
| | ------------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------------- | 
| |                                                   |   | ended        |  |   | ended        |  |   | from inception on   | 
| |                                                   |   | December 31, |  |   | December 31, |  |   | February 8, 2006 to | 
| |                                                   |   | 2007         |  |   | 2007         |  |   | December 31, 2007   | 
| |                                                   |   | (unaudited)  |  |   | (unaudited)  |  |   | (unaudited)         | 
| | 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             | 
| | Issuance of stock for
      services              | $ | -            |  | $ | 68,000       |  | $ | 68,000              | 

There were no other significant
non-cash transactions for the period ended December 31, 2007.

|11. | 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 located in the United States.

14

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

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 of the Companys Annual Report on Form 10-KSB for the year ended
June 30, 2007.

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 closing of the proposed private placements and the need for additional
  financing in the future;
- the possibility that xenotransplantation will become a treatment
  alternative to limited human donor sources;
- 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 end stage liver and renal
  disease, specifically the transplantation of porcine livers and kidneys;
  diabetes, specifically the transplantation of porcine islet cells; and their
  impact upon the Companys other research and development activities;
- the Companys research and development plans, including its plan to
  advance its miniature swine breeding program and the costs associated with
  such plans;
- the Companys ability to obtain additional funding to expand its research
  and development program, and satisfy the requirements of the MGH license; and
- the potential for the Companys technology to provide the opportunity for
  xenotransplantation of multiple types of organs and cells;

The actual results could differ materially from those
anticipated in these forward-looking statements as a result of the risk factors
contained in the Risk Factors section of the Companys Annual Report on Form
10-KSB for the year ended June 30, 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.

15

---

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 Issues Governing the Application of
Xenotransplantation

A need exists for the creation of pig organs that 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. 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.

The Companys Intellectual Property

Massachusetts General Hospital

On May 16, 2006 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 
      AXIs exclusively licensed patent rights include the methods and
      composition for targeting and eliminating a major cause of rejection of
      xenotransplants.                                                                                                                                                                

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| | 
      The Company believes it is 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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. This LOI has expired and the Company and CrossCart
continue with discussions to determine if a merger or acquisition on amended
terms can be agreed to.

There can be no assurance however, that the Company will reach
any agreement with CrossCart or that any and all of the terms and conditions to
any such agreement will be satisfied.

PLAN OF OPERATION

The Company intends to conduct its research and development
programs through its wholly-owned subsidiary AXI. Over the next year the Company
intends to advance its miniature swine breeding program and further develop its
research plan. During this period the Company will be seeking additional funding
to expand its research and development program. The Company expects to conduct
its research primarily through the use of sub-contractors that are experts in
the fields that the various research programs relate to. As such, the Company
does not expect to incur substantial increases in its number of employees or
overhead costs including rent or plant and equipment.

In order to fund its operations the Company believes that it
will be required to raise funds through private placements of equity securities.
The Company will seek to raise approximately $10 million over a two year period,
in particular to satisfy the requirements of the MGH license. There can be no
assurance that such financing will be available to the Company on terms
acceptable to it, if at all. Failure to obtain adequate financing if necessary
could result in significant delays in development of new products and a
substantial curtailment of the Companys operations.

The Company intends to prioritize development of its exclusive
xenotransplantation rights through the evaluation of its proprietary porcine
organs to treat end stage organ disease and of its proprietary porcine islet
cells to treat diabetes. After prioritization, each of these initial
applications will be directed through independent research and development
programs, but with common management. The Company believes that encouraging
clinical results with the initial product may make it possible to achieve more
rapid therapeutic deployment of additional transplantable organs, tissues and
cells.

Research and Development Focus

The research and development focus will be to evaluate porcine
transplant applications and determine their priorities. The Company expects to
focus a portion of its early research and development program on the application
of its intellectual property as it relates to the field of end stage liver
disease and end stage renal disease, specifically the transplantation of porcine
liver and kidneys. The Company believes that the focused development of
xenotransplantation of porcine livers and organs may also permit the resulting
technology platform to serve as a foundation and template for the rapid
development of other porcine organs through to approved therapy. The proposed
development plan is a continuation of the major research advances already in
place through the recent work of Dr. David Sachs at MGH where he successfully
demonstrated evidence of tolerance in pig to primate

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kidney transplants. The transplantation of other organs will
also be evaluated and prioritized for the Companys initial research and
development.

The Company also seeks to focus a portion of its research and
development program on evaluating the application of its intellectual property
as it relates to the field of diabetes, specifically the transplantation of
porcine islet cells. 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.

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 recipient organs and the potential to identify miniature swine donor
pigs which may be incapable of infecting human cells. We are 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. On January 24,
2008, the New England Journal of Medicine (Kawai et al.,N.Engl.J.Med.
358:353-361) published an article which the Company believes has important
implications for the potential success of the Company's strategy for
xenotransplantation. The article, co-authored by Dr. David H. Sachs, the
Company's chief Scientific Advisor and a member of Xenos Board of Directors,
demonstrates that tolerance to mismatched kidney transplants can be achieved in
humans, thereby reducing the risk of rejection of the organ. This is potentially
a major breakthrough in the field of transplantation as tolerance facilitates
the acceptance of the donor organ by the recipient and provides a means for
avoiding the need for life-long immunosuppressive drugs. Although this study
deals only with allotransplants (person to person), the same research team is
also applying a tolerance approach to xenotransplants (pig-to-baboon), with
encouraging preliminary results. The Company is unaware of current competitors
that are creating tolerance in pig-to-primate transplants.

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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.

The Company believes the critical accounting policies it uses
in the preparation of its financial statements are as follows:

Use of estimatesThe
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.

Intellectual
propertyIntellectual 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 assetsLong-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 December 31, 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.

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.

Results of Operations for the three and six month periods
ended December 31, 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.
Due to the reverse merger accounting, change in fiscal year-end from December 31
to June 30, and the fact that AXI did not prepare quarterly financial statements
prior to the Merger the comparative results of operations for the three and six
month periods ended December 31, 2006 are not presented. The comparative results
of operations are not considered to be material in nature nor are they
considered to be reflective of the Companys current operations.

Operating Expenses

Operating expenses totalled $170,149 and $310,987 for the three
and six month periods ended December 31, 2007. The operating expenses consisted
of general and administrative expenses, which primarily included legal and
consulting fees. Prior to 2007 the Company was privately held and quarterly
financial statements were not prepared.

Amortization

Amortization on computer equipment for the three and six month
periods ended December 31, 2007 was $144 and $192.

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Net Loss for the Period

Overall, the Company incurred a net loss for the three and six
month periods ended December 31, 2007 of $170,149 and $310,987.

Liquidity and Capital Resources

The Companys aggregated cash on hand at the beginning of the
six month period ended December 31, 2007 was $32,096.

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 $51,135. The Company spent $187,587 to increase its
intellectual property, and advanced $100,000 to CrossCart as part of its LOI to
acquire CrossCart, now recorded in loan receivable. The Company purchased
computer equipment at a cost of $1,727. The Company received $308,716 in loans
payable. The Companys cash position decreased for the six-month period by
$31,734 to $363 cash on hand at December 31, 2007.

During the prior period ended June 30, 2007 the Company
received $675,000 in stock subscriptions with $50,000 in corresponding issuance
costs resulting in a net stock subscription amount of $625,000. The
subscriptions have been received as part of the 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 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. The Company intends to complete this Private Placement by March 31,
2008. There can be no assurance that the Company will be able to complete this
Private Placement by that date, or at all.

On September 20, 2007 the Company entered into a LOI to acquire
CrossCart, a privately held California corporation. The LOI has expired and the
Company and CrossCart continue with discussions to determine if a merger or
acquisition on amended terms can be agreed to. The Company has advanced $100,000
to CrossCart in connection with the LOI and under the terms of the LOI this
advance has been converted to a loan receivable.

There can be no assurance that the Company will reach any
agreement with CrossCart or that any and all of the terms and conditions to any
such agreement will be satisfied.

As the Company is just beginning its research and development
program, it does not 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 February, 2007, the FASB issued SFAS No. 159 The Fair Value
Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits
entities to choose to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The Company is currently assessing the
impact of SFAS No. 159 on its financial position and results of operations, but
does not anticipate a material impact.

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Off-Balance Sheet Arrangements

At December 31, 2007 the Company did not have any off-balance
sheet arrangements.

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Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, management
carried out an evaluation, under the supervision and with the participation of
the principal executive officer and principal financial officer, of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act). Based on this evaluation, the principal executive officer and principal
financial officer have concluded that the Companys disclosure controls and
procedures are, as of the date covered by this Quarterly Report, effective to
ensure that the information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and
forms and accumulated and communicated to management, including the principal
executive officer and principal financial officer to allow timely decisions
regarding required disclosures.

Changes in Internal Control over Financial Reporting

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. In
connection with the evaluation of the Companys internal controls during its
last fiscal quarter, the principal executive officer and principal financial
officer have determined that there have been no changes to the Companys
internal control over financial reporting that has materially affected, or is
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. The Companys disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objective of ensuring that information required to be disclosed
in the reports that the Company files or submits under the Exchange Act is
communicated to management, including the principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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Item 6. Exhibits

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

|ExhibitNumber | Description                                                                                                                                                                                            
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1.4(1)      | 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(2)      | 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.     
|2.1.6(3)      | Sixth Amendment dated December
      26, 2007 to Agreement and Plan of Merger dated April 24, 2007 among Icon
      Development Group, Inc., Icon Acquisition Corporation and American Xeno,
      Inc.
|2.1.7(4)      | Seventh Amendment dated January 23, 2008 to Agreement
      and Plan of Merger dated April 24, 2007 among Icon Development Group, Inc.,
      Icon Acquisition Corporation and American Xeno, Inc.     
|3.1(5)        | Articles of Incorporation dated
      September 28, 2004                                                                                                                                               
|3.1.2(6)      | Amended Articles of Incorporation dated August
      22, 2006                                                                                                                                          
|3.1.3(7)      | Certificate of Amendment to Articles
      of Incorporation dated August 13, 2007                                                                                                                      
|3.1.3(8)      | Bylaws                                                                                                                                                                                                 
|10.2(2)       | Letter of Intent dated September
      19, 2007 among Xeno Transplants Corporation and CrossCart, Inc.                                                                                                 
|31.1          | Certification of Chief
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                              
|31.2          | Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                                                                        
|32.1          | Certification of Chief
      Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                              
|32.2          | Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.                                                                                        

|(1) | Previously filed with Form 8-K filed August 3,
    2007.      
|--- | --------------------------------------------------------------
|    |                                                               
|(2) | Previously filed with Form 8-K filed September 26,
      2007.
|    |                                                               
|(3) | Previously filed with Form 8-K filed January 2 ,
    2008.    
|    |                                                               
|(4) | Previously filed with Form 8-K filed January 29 ,
      2008. 
|    |                                                               
|(5) | Previously filed with Form SB-2 filed November 15,
      2005.
|    |                                                               
|(6) | Previously filed with Form 8-K on August 22,
  2006.          
|    |                                                               
|(7) | Previously filed with Schedule 14C filed July 24,
      2007. 
|    |                                                               
|(8) | Previously filed with Form 8-K filed July 11,
  2007.         

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                        | XENO TRANSPLANTS CORPORATION
|----------------------- | ----------------------------
|                        |                             
|                        |                             
|                        |                             
|Date: February 19, 2008 | By:                         
|                        |                             
|                        |                             
|                        |                             

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