---

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 March 31, 2008

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 May 12, 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]

---

XENO TRANSPLANTS CORP.

FORM 10-QSB

For the Quarterly Period Ended March 31, 2008

INDEX

|PART I  | Financial Information                                       | 3 
|------- | ----------------------------------------------------------- | --
|Item 1. | Financial Statements                                        | 3 
|Item 2. | Managements Discussion and Analysis or Plan of Operation   | 16
|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

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

XENO TRANSPLANTS CORPORATION

Index to Consolidated Financial Statements

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

---

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

|                                                                                   |   | March 31,   |   |   | June 30,  |  
|---------------------------------------------------------------------------------- | - | ----------- | - | - | --------- | -
|                                                                                   |   | 2008        |   |   | 2007      |  
|                                                                                   |   | (unaudited) |   |   | (audited) |  
|                                                                                   |   |             |   |   |           |  
|ASSETS                                                                             |   |             |   |   |           |  
|                                                                                   |   |             |   |   |           |  
|Current assets                                                                     |   |             |   |   |           |  
|Cash                                                                               | $ | 261         |   | $ | 32,096    |  
|Loan Receivable (Note 4)                                                           |   | 100,000     |   |   | -         |  
|Prepaid
      expenses                                                             |   | -           |   |   | 5,731     |  
|                                                                                   |   |             |   |   |           |  
|Total current assets                                                               |   | 100,261     |   |   | 37,827    |  
|                                                                                   |   |             |   |   |           |  
|Equipment (Note 5)                                                                 |   | 1,391       |   |   | -         |  
|Intellectual Property (Note 6)                                                     |   | 977,231     |   |   | 603,582   |  
|                                                                                   |   |             |   |   |           |  
|TOTAL
      ASSETS                                                                 | $ | 1,078,883   |   | $ | 641,409   |  
|                                                                                   |   |             |   |   |           |  
|                                                                                   |   |             |   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                               |   |             |   |   |           |  
|                                                                                   |   |             |   |   |           |  
|Current liabilities                                                                |   |             |   |   |           |  
|Accounts payable and
      accrued liabilities                                     | $ | 543,374     |   | $ | 233,812   |  
|Loans
      Payable (Note 7)                                                       |   | 480,674     |   |   | -         |  
|Amounts due to related
      parties (Note 9)                                      |   | 21,557      |   |   | 21,557    |  
|                                                                                   |   |             |   |   |           |  
|Total current liabilities                                                          |   | 1,045,605   |   |   | 255,369   |  
|                                                                                   |   |             |   |   |           |  
|                                                                                   |   |             |   |   |           |  
|TOTAL LIABILITIES                                                                  |   | 1,045,605   |   |   | 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                                                                |   | (700,018    | ) |   | (279,256  | )
|                                                                                   |   |             |   |   |           |  
|Total stockholders' equity                                                         |   | 33,278      |   |   | 386,040   |  
|                                                                                   |   |             |   |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         | $ | 1,078,883   |   | $ | 641,409   |  

History and organization of the Company (Note 1)

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

---

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

|                                                           |   |              |  |   |             |  |   | Cumulative          | 
|---------------------------------------------------------- | - | ------------ |  | - | ----------- |  | - | ------------------- | 
|                                                           |   | Three months |  |   | Nine months |  |   | amounts from        | 
|                                                           |   | ended        |  |   | ended       |  |   | inception on        | 
|                                                           |   | March 31,    |  |   | March 31,   |  |   | February 8, 2006 to | 
|                                                           |   | 2008         |  |   | 2008        |  |   | March 31, 2008      | 
|                                                           |   | (unaudited)  |  |   | (unaudited) |  |   | (unaudited)         | 
|Sales                                                      | $ | -            |  | $ | -           |  | $ | -                   | 
|Operating expenses                                         |   |              |  |   |             |  |   |                     | 
|General and administrative                                 |   | 109,774      |  |   | 420,762     |  |   | 595,298             | 
|                                                           |   |              |  |   |             |  |   |                     | 
|Net loss before income taxes                               |   | 109,774      |  |   | 420,762     |  |   | 595,298             | 
|Provision for income taxes                                 |   | -            |  |   | -           |  |   | -                   | 
|Net loss                                                   | $ | 109,774      |  | $ | 420,762     |  | $ | 595,298             | 
|                                                           |   |              |  |   |             |  |   |                     | 
|Loss per share - basic and diluted                         | $ | 0.00         |  | $ | 0.01        |  |   |                     | 
|                                                           |   |              |  |   |             |  |   |                     | 
|Weighted average number of common shares
      outstanding |   | 40,363,822   |  |   | 40,350,963  |  |   |                     | 

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

---

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

|                                                                              |   |              |   |   |             |   |   | Cumulative          |  
|----------------------------------------------------------------------------- | - | ------------ | - | - | ----------- | - | - | ------------------- | -
|                                                                              |   | Three months |   |   | Nine months |   |   | amounts from        |  
|                                                                              |   | ended        |   |   | ended       |   |   | inception on        |  
|                                                                              |   | March 31,    |   |   | March 31,   |   |   | February 8, 2006 to |  
|                                                                              |   | 2008         |   |   | 2008        |   |   | March 31, 2008      |  
|                                                                              |   | (unaudited)  |   |   | (unaudited) |   |   | (unaudited)         |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Cash flows from operating activities                                          |   |              |   |   |             |   |   |                     |  
|Net loss                                                                      | $ | (109,774     | ) | $ | (420,762    | ) | $ | (595,298            | )
|                                                                              |   |              |   |   |             |   |   |                     |  
|Adjustments to
      reconcile net loss to net cash used in operations:       |   |              |   |   |             |   |   |                     |  
|Amortization                                                                  |   | 144          |   |   | 336         |   |   | 336                 |  
|Write-off of capital assets                                                   |   | -            |   |   | -           |   |   | 348                 |  
|Changes in:                                                                   |   |              |   |   |             |   |   |                     |  
|Prepaid expenses                                                              |   | -            |   |   | 5,731       |   |   | -                   |  
|Accounts payable
      and accrued liabilities                                |   | 55,632       |   |   | 309,562     |   |   | 354,440             |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Net cash used in operating
      activities                                   |   | (53,998      | ) |   | (105,133    | ) |   | (240,174            | )
|                                                                              |   |              |   |   |             |   |   |                     |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Cash flows from investing activities                                          |   |              |   |   |             |   |   |                     |  
|Acquisition of intellectual
      property                                    |   | (118,062     | ) |   | (305,649    | ) |   | (794,708            | )
|Loans receivable                                                              |   | -            |   |   | (100,000    | ) |   | (100,000            | )
|Purchase of equipment                                                         |   | -            |   |   | (1,727      | ) |   | (1,727              | )
|Cash acquired on
      acquisition                                            |   | -            |   |   | -           |   |   | 252,385             |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Net cash used in
      investing activities                                   |   | (118,062     | ) |   | (407,376    | ) |   | (644,050            | )
|                                                                              |   |              |   |   |             |   |   |                     |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|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                                                                 |   | 171,958      |   |   | 480,674     |   |   | 808,174             |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Net cash provided by financing
      activities                               |   | 171,958      |   |   | 480,674     |   |   | 884,485             |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Increase (decrease) in cash                                                   |   | (102         | ) |   | (31,835     | ) |   | 262                 |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Cash, beginning of period                                                     |   | 363          |   |   | 32,096      |   |   | -                   |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Cash, end of period                                                           | $ | 261          |   | $ | 261         |   | $ | 261                 |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Supplemental disclosure with respect to
      cash flows (Note 10)            |   |              |   |   |             |   |   |                     |  
|                                                                              |   |              |   |   |             |   |   |                     |  
|Transactions not involving cash (Note
      6)                                |   |              |   |   |             |   |   |                     |  
|Issuance of stock for settlement
      of debt; 68,000 shares of common stock | $ | -            |   | $ | 68,000      |   |   |                     |  

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

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|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 June 1, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|Unaudited                                     

|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying interim 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 $700,018 as of March 31, 2008. 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 March 31, 2008, 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 interim 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).

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|Unaudited                                     

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Basis of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The consolidated interim 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 March 31, 2008, 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.                                                                                                                                                                                                                                                                      

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|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 March 31, 2008. 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 March 31, 2008, 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 March 31, 2008, 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.                                                                                                                                                                                                                                                                                                                                                                                                                        

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|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 and nine months ended March 31, 2007 have not been presented as they were not prepared and are not considered to be material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased
consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that
fiscal year.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | FASB Staff Position 157-2 (FSP FAS 157-2) delayed the effective date of FAS 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted FAS 157 on January 1, 2008, and utilized the one year deferral for
nonfinancial assets and nonfinancial liabilities that was granted by FSP FAS 157-2. The adoption of FAS 157 did not have a material impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 adoption of FAS 159 did not have a
material impact on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 changes the disclosure requirements for derivative instruments and hedging
activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FAS 133, and how derivative instruments and related hedged items affect
an entitys operating results, financial position, and cash flows. FAS 161 is effective for fiscal years beginning after November 15, 2008. Early adoption is permitted. The Company is currently reviewing the provisions of FAS 161 and has not
yet adopted the statement. However, as the provisions of FAS 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of FAS 161 will have a material impact on its consolidated operating
results, financial position, or cash flows.

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|Unaudited                                     

|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 have continued with discussions to determine if a merger
        or acquisition on amended terms can be agreed to, however there has been
        no agreement to date.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                      

| | March 31, 2008 |   |       |  |   |              |  |  |       | 
| | -------------- | - | ----- |  | - | ------------ |  |  | ----- | 
| |                |   |       |  |   | Accumulated  |  |  | Net   | 
| |                |   | Cost  |  |   | Amortization |  |  | Book  | 
| |                |   |       |  |   |              |  |  | Value | 
| |                |   |       |  |   |              |  |  |       | 
| | Equipment      | $ | 1,727 |  | $ | 336 $        |  |  | 1,391 | 

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

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|Unaudited                                     

|6. | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 16, 2006 (the Effective Date),
        AXI signed an exclusive license agreement with MGH to have the exclusive
        right to commercially develop, manufacture, distribute and use products
        and processes for public use with regard to xenotransplantation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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).

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|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 March 31, 2008 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 March
      31, 2008, and June 30, 2007. To date, the Company has not adopted an
      incentive stock option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the nine month period ended March 31, 2008 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 March 31, 2008 or June 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Share subscriptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Share subscriptions of $625,000 as at March 31, 2008
      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.

---

|XENO TRANSPLANTS CORPORATION                  
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|March 31, 2008                                
|Unaudited                                     

|9.  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                               
|    | During the period ended March 31, 2008, 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
      $26,561 (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
      $230,470 (June 30, 2007: $114,523) of expenditures included in
      intellectual property.                                                                                                                                                                     

| |                                                     |   |              |  |   |             |  |   |                     | 
| | --------------------------------------------------- | - | ------------ |  | - | ----------- |  | - | ------------------- | 
| |                                                     |   | Three months |  |   | Nine months |  |   | Cumulative amounts  | 
| |                                                     |   | ended        |  |   | ended       |  |   | from inception on   | 
| |                                                     |   | March 31,    |  |   | March 31,   |  |   | February 8, 2006 to | 
| |                                                     |   | 2008         |  |   | 2008        |  |   | March 31, 2008      | 
| |                                                     |   | (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 March 31, 2008.

|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.

---

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.

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.
  
   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 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.

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 March 31, 2008. 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 nine month periods ended March 31, 2008

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 nine month periods ended March 31, 2007 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 totaled $109,774 and $420,762 for the three and nine month periods ended March 31, 2008. 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 nine month periods ended March 31, 2008 was $144 and $336.

Net Loss for the Period

Overall, the Company incurred a net loss for the three and nine month periods ended March 31, 2008 of $109,774 and $420,762.

Liquidity and Capital Resources

The Companys aggregated cash on hand at the beginning of the nine month period ended March 31, 2008 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 $105,133. The Company spent $305,649 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 $480,674 in loans payable. The
Companys cash position decreased for the nine-month period by $31,835 to $261 cash on hand at March 31, 2008.

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 June 1, 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 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 $6 million in private placement funding in order to be able to
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 September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how
fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year.

FASB Staff Position 157-2 (FSP FAS 157-2) delayed the effective date of FAS 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted FAS 157 on January 1, 2008, and utilized the one year deferral for non-financial
assets and non-financial liabilities that was granted by FSP FAS 157-2. The adoption of FAS 157 did not have a material impact on the Companys consolidated financial statements.

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 adoption of FAS 159 did not have a material impact on
the Companys consolidated financial statements.

In March 2008, the FASB issued FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring
enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FAS 133, and how derivative instruments and related hedged items affect an entitys
operating results, financial position, and cash flows. FAS 161 is effective for fiscal years beginning after November 15, 2008. Early adoption is permitted. The Company is currently reviewing the provisions of FAS 161 and has not yet adopted the
statement. However, as the provisions of FAS 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of FAS 161 will have a material impact on its consolidated operating results, financial
position, or cash flows.

Off-Balance Sheet Arrangements

At March 31, 2008 the Company did not have any off-balance sheet arrangements.

---

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.

---

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:

|Exhibit  |                                                                                                                                                                                                               
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   | 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.
|2.1.7(5) | Eighth Amendment
        dated March 26, 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(6)   | Articles of Incorporation dated
        September 28, 2004                                                                                                                                                    
|3.1.2(7) | Amended Articles
        of Incorporation dated August 22, 2006                                                                                                                                               
|3.1.3(8) | Certificate of Amendment to Articles
        of Incorporation dated August 13, 2007                                                                                                                           
|3.1.3(9) | 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 8-K filed March 31,
    2008.      
|    |                                                               
|(6) | Previously filed with Form SB-2 filed November 15,
      2005.
|    |                                                               
|(7) | Previously filed with Form 8-K on August 22,
  2006.          
|    |                                                               
|(8) | Previously filed with Schedule 14C filed July 24,
      2007. 
|    |                                                               
|(9) | Previously filed with Form 8-K filed July 11,
  2007.         

---

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: May 14, 2008 | By:                         
|                   |                             
|                   |                             
|                   |                             

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