XERION ECOSOLUTIONS GROUP INC.
                            (Formerly IMMULABS CORP)



                            Filing Type: 10KSB
                            Description: Annual Report
                            Filing Date: April 15, 2003
                             Period End: Dec 31, 2002


                       Primary Exchange: Over the Counter Bulletin Board
                                 Ticker: XECO


















<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

  (Mark one)

 X   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
---  1934

(Fee required) For the fiscal year ended December 31, 2002
                                -----------------

---  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

                         Commission File Number: 0-26760

                         XERION ECOSOLUTIONS GROUP INC.
                        (Formerly IMMULABS CORPORATION )
          Colorado                                              84-1286065
   ----------------------                               ----------------------
  (State of incorporation)                             (IRS Employer ID Number)

                        153-1539 N. China Lake Boulevard
                           Ridgecrest, CA 93555, USA
                     --------------------------------------
                    (Address of principal executive offices)

                                 (866) 668-4433
                            ------------------------
                           (Issuer's telephone number)

     Securities registered under Section 12(b) of the Exchange Act Title of
              each class Name of each exchange on which registered

      Common Stock                               NASDAQ EXCHANGE
      ------------                               ---------------
       392,133

     Securities registered pursuant to Section 12 (g) of the Exchange Act: None

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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES  X  NO
                                                              ---    ---

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


<PAGE>



State  issuer's  revenues for its most recent year.  (0) --- State the aggregate
market value of the voting stock held by non-affiliates computed by reference to
the price at which the stock was sold,  or the average  bid and asked  prices of
such  stock,  as of a  specified  date  within the past 60 days.  March 26, 2003
$1,048,955.78

The bid and asked price of the Company's  stock as of April 11, 2003 was $1.01 -
$5.00.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: March 28, 2003 4,892,133 common stock.

The SEC maintains an Internet site that contains reports,  proxy and information
statements,   and  other  information   regarding  filings  of  the  Company  at
http://www.sec.gov .


Transitional Small Business Disclosure Format (check one): YES     NO  X
                                                               ---    ---


<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER                                                                 PAGE
-----------                                                                 ----

PART 1

1. Description of Business                                                   1

2. Description of Property                                                   2

3. Legal Proceedings                                                         2

4. Submission of matters to a Vote of Shareholders                           3


PART 11

5. Market for Company's Common Stock
   and Related Stockholder Matters                                           3

6. Management's Discussion and Analysis
   or Plan of Operation                                                      9

7. Financial Statements 12

8. Changes In and Disagreements with Accountants on
   Accounting and Financial Disclosure                                       13

PART III

9.  Directors, Executive Officers and Control Persons; Compliance with Section
    16(b) of the Exchange Act. 13

10. Executive Compensation 13

11. Security Ownership of Certain Beneficial
    Owners and Management                                                    14

12. Certain Relationships and Related Transactions                           14

13. Exhibits and Reports on Form 8-K                                         14

14. Controls and Procedures 14


Signatures                                                                   14




<PAGE>



                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

This annual report contains certain  forward-looking  statements and information
relating  to the  Company  that  are  based on the  beliefs  of the  Company  or
management as well as assumptions made by and information currently available to
the Company or management.  When used in this document,  the words "anticipate",
"believe",  "estimate",  "expect" and "intend" and similar expressions,  as they
relate  to  the   Company  or  its   management,   are   intended   to  identify
forward-looking  statements.  Such  statements  reflect the current  view of the
Company regarding future events and are subject to certain risks,  uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove incorrect,  actual results may vary materially from those described herein
as anticipated,  believed,  estimated,  expected or intended.  In each instance,
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

ITEM 1 - DESCRIPTION OF BUSINESS

(1) General:

     Xerion  EcoSolutions Group Inc. was originally  incorporated in Colorado in
1985 as Gemini  Ventures,  Inc.. The name was changed in 1989 to Solomon Trading
Company,  Ltd., in 1994 to the Voyageur  First,  Inc., in 1995 to North American
Resorts, Inc., in 2000 to Immulabs Corp. Effective March 28, 2003, as filed with
the State of Colorado, the Company changed its name to Xerion EcoSolutions Group
Inc.and is  currently  in the  business of mine  reclamation  and  environmental
remediation.

     On February 1, 2000, the Company in an effort to seek and obtain a suitable
merger or  acquisition  agreement  with an on-going  privately  owned  business,
issued 2,000,000  pre-reverse split shares (2,000  post-reverse split shares) of
unregistered,  restricted  common stock into the escrow account of the Company's
corporate  attorney.  The attorney was  responsible  for securing the  Company's
books and records,  validating  the Company's  corporate  status,  procuring the
services  of a  qualified  independent  certified  accounting  firm to audit the
Company's financial statements,  facilitate the filing of all delinquent reports
with the US Securities and Exchange  Commission and evaluate  potential  private
companies for either merger or acquisition.

     On May 30, 2000,  the Company  entered into a Stock  Acquisition  Agreement
with the now current President for the purchase of 9,500,000  post-reverse split
shares of restricted,  unregistered  common stock for total proceeds of $75,000.
At the date of this  transaction,  the "fair  market  value" of the common stock
issued was approximately $118,750,  based on the discounted quoted closing price
of the Company's common stock.

     In  November  2000,  Immulabs  acquired  the  exclusive  rights to purchase
technologies  developed  by Quest  Research  Group,  Inc.  ("Quest")  of Boston,
Massachusetts,  and to buy up to 100% of that company.  Quest's biotech research
had resulted in the development of two  technologies of interest to the Company,
which the Company hoped to commercialize.

     With  the  exclusive  rights  to  acquire  secured,  the  Company  had been
performing its due diligence pursuant to its option contract with Quest in order
to evaluate the technology and develop its commercialization  strategy. However,
Quest  informed  the  Company  in  February  2001  that it took  issue  with the
Company's performance under the present option agreement and wished to terminate
the same.  In its legal  review of this  matter,  the Company  discovered  other
resulting  legal  issues  related to the position  which the Company  planned to
advance in this regard,  and contacted Quest to seek mediation or arbitration as
provided  for in the option  agreement.  The Company  subsequently  learned that
Quest had insufficient assets to warrant litigation and has decided at this time
not to pursue further legal action.


                                       1
<PAGE>


     In  furtherance  of its emphasis on health and wellness,  the Company began
evaluating  potential  opportunities in the area of improved  lifestyles for the
aging  population;  and  directed its focus to the  assisted  living  facilities
industry, and the possibility it sees therein for integration of its concepts of
improvement of health and quality of life.

     The Company  continued to seek out  opportunities  in this area, but during
the last quarter of the year began focusing on other potential business models.

     Subsequent to December 31, 2002, the Company  modified its business purpose
to enter into the  `non-toxic"  ore  processing  and  environmental  remediation
business  with a  focus  on  serving  the  mining  and  coal-fired  power  plant
industries.

     On March 17, 2003 the Company  purchased 67 mining  claims and exercised an
option agreement to purchase certain ore and waste processing technologies.



ITEM 2 - PROPERTY

     The Company  owns no property as of December 31, 2002;  but  maintains  its
headquarters at 132-3495 Cambie St,, Vancouver, BC Canada V5Z 4R3.

ITEM 3 - LEGAL PROCEEDINGS:

To the best knowledge of the Officers and Directors of the Company,  neither the
Company  nor  any of  its  Officers  and  Directors  are  parties  to any  legal
proceeding or litigation  other than as described below.  Further,  the Officers
and  Directors  know of no  threatened  or  contemplated  legal  proceedings  or
litigation other than as described below.  Other that those listed herein,  none
of the Officers and Directors  has been  convicted of a felony and none has been
convicted of any criminal offense, felony or misdemeanor, relating to securities
or  performance in corporate  office.  To the best knowledge of the Officers and
Directors,  no investigations  of felonies,  misfeasance in office or securities
investigations are either pending or threatened at the present time.

     The Company had been contemplating arbitration, mediation action to resolve
     the option  agreement  dispute  with Quest  Research  Group Inc. of Boston,
     Mass. Quest Research Group Inc. informed the Company February, 2001 that it
     took issue with the option  agreement and wished to terminate the same. The
     Company had discovered other resulting legal issues related to the position
     which the Company planned to advance,  and while awaiting formal reply from
     Quest,  had  learned  that Quest had no assets.  Therefore  the Company has
     decided to suspend any further  legal action at this time  because,  in all
     likelihood, it wouldn't be able to recover any damages.

     The current company  management learned in late 2002 that the Company is in
     dispute over the  purchase of a shuttle bus in 1998.  The owners of the bus
     lost the vehicle in bankruptcy  and are looking to recoup  $97,508.58  plus
     associated  costs due to their  losses,  however,  the title of the bus was
     never transferred to the Company and the Company was looking to recoup some
     $15,000 in payments made towards the  purchase.  The Company is now relying
     on former  directors of the Company as well as the estate of the  Company's
     former  attorney  to cover the  costs.  These  parties  have  signed a Hold
     Harmless  Agreement  indemnifying  the Company from any costs  arising from
     this matter. An attorney  representing a former Director of the Company has
     informed  the Company  that they have  worked out a  potential  alternative
     settlement  with the  Claimants  that  would  absolve  the  Company  of any
     liability.  That  attorney  is  waiting  for his  legal  fees to be paid to
     complete these  transactions  and has advised the Company that a payment of
     $10,000  will clear the matter  within  thirty  days.  The Company  will be
     pursuing former Directors for payment in this matter.


                                       2
<PAGE>




ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     On November 26, 2002 there was a Special Meeting of Shareholders  who voted
positively in favor of changing the company's name and in favor of a one for one
hundred reverse split of the Company's  stock, as per the Information  Statement
filed with the SEC.


PART 11

ITEM 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS:

DESCRIPTION OF SECURITIES:

General

     The  Registrant's  Articles of  Incorporation,  as amended,  authorize  the
issuance of 300,000,000 shares of common stock of $0.001 par value, with 392,133
shares  issued and  outstanding  as of December  31, 2002.  There are  currently
issued and  outstanding  4,892,133  as of March 26, 2003.  There are  50,000,000
authorized  shares  of  Preferred  stock  of no  par  value  and no  issued  and
outstanding Preferred shares.

As at December 31, 2002 there are no outstanding warrants.

As at December 31, 2002 all outstanding stock options were cancelled.
Subsequent to December 31, 2002 a new stock option plan was adopted and the
following actions taken:

     a)   On March 25, 2003 the Company filed a Form S-8 Registration  Statement
          with the U.S. Securities and Exchange Commission to register 1,000,000
          shares of common stock  pursuant to the Company's  2003  Nonqualifying
          Stock  Option  Plan ("2003  NQPlan").  This 2003 NQPlan is for persons
          employed or associated with the Company,  including without limitation
          any  employee,   director,   general   partner,   officer,   attorney,
          accountant,  consultant  or  advisor,  is intended to advance the best
          interests  of the Company by providing  additional  incentive to those
          persons  who have a  substantial  responsibility  for its  management,
          affairs,  and growth by increasing their  proprietary  interest in the
          success of the Company,  thereby  encouraging  them to maintain  their
          relationships with the Company. The determination of those eligible to
          receive options under the 2003 NQPlan, and the amount, price, type and
          timing of each Stock option and the terms and conditions shall rest at
          the sole  discretion of the Company's  Board of Directors,  subject to
          the provisions of the 2003 NQPlan;


     b)   Company has granted  505,000  stock  options  under the 2003 NQPlan to
          various  directors,  officers  and  consultants  of the Company at the
          following  prices:  150,000  shares  at a price  of $0.60  per  share;
          350,000  shares at a price of $4.00 per share;  and 5,000  shares at a
          price of $5.00 per share;


     c)   Company has issued  150,000  shares upon the exercise of stock options
          at a price of $0.60 per share to net the Company proceeds of $90,000


     The  Registrant's  common stock currently  trades on the OTC Bulletin Board
     under the trading symbol XECO. It had previously traded on the OTC Bulletin
     Board  under the  trading  symbol  IMLB until  March  2003,  and NIAR until
     February  2000,  when it was placed on the Pink  sheets for failure to make
     the necessary SEC filings in a timely  manner.  Upon  completion of the SEC
     filings,  the Company was placed back of the OTC Bulletin Board during May,
     2000.

                                       3
<PAGE>


The following tables sets forth the range of high and low closing bid prices for
the  common  stock for the  periods as  reported  by Big  Charts.com  Historical
Quotes.  Prices for the  Calendar  Year 2002 have been  adjusted for the reverse
split of November 2002.

                                    Common Stock
Calendar Year 2002              Low                 High
------------------            ------------      -------------
First Quarter                 $   4.00          $   10.00
Second Quarter                $   1.00          $    4.00
Third Quarter                 $   1.00          $    3.00
Fourth Quarter                $   0.55          $    1.00



Calendar year 2001             Low                  High
-----------------            ------------       -------------
First Quarter                $     0.0375       $     1.1875
Second Quarter               $     0.28         $     0.375
Third Quarter                $     0.15         $     0.28
Fourth Quarter               $     0.09         $     0.15



COMMON STOCK

Each outstanding share of common stock is fully paid and non-assessable, and the
holders  thereof  are  entitled  to  one  vote  per  share  at  all  meeting  of
shareholders.  All shares are equal to each  other  with  regard to  liquidation
rights and  dividends.  The Articles of  Incorporation  of the Registrant do not
include  preemptive rights to purchase any additional shares of common stock and
do not provide for cumulative voting in the election of directors.  In the event
of liquidation,  dissolution or winding up of the Registrant,  holders of common
stock will be  entitled  to receive on a pro rata basis all of the assets of the
Registrant  after  satisfaction  of all  liabilities,  subject  to the rights of
holders of Preferred stock.


                                       4
<PAGE>


PREFERRED STOCK

As of  December  31,  2002 there were no shares of  Preferred  stock  issued and
outstanding.  During  the year  2000,  482,815  shares of  Preferred  stock were
converted  to  common  stock on the  books of the  Company,  under the terms and
conditions of said Preferred stock.

Dividends

Holders of the common stock are entitled to share equally in dividends  when, as
and if  declared  by the  Board of  Directors  of the  Registrant,  out of funds
legally  available  therefore.  No dividend  has been paid on common stock since
inception, and none is contemplated in the foreseeable future.

Transfer Agent

The Registrant's  Transfer Agent is Signature Stock Transfer,  Inc.,  located at
2301 Ohio Dr., Suite 100, Piano, Texas. 75093


SALES OF SECURITIES:

The  Company  issued no common  stock for either cash or  professional  services
during 2002.

On December  31, 2002 the Company  cancelled  all issued and  unexercised  stock
options of the Qualified and Non-Qualified stock option plans.

On December 14, 2002 the Company issued 2,000,000 shares to be held in trust, in
the name of "Race & Co.". These shares were subsequently issued to the President
of the Company pursuant to a private placement. (2,000,000 shares @$0.01), March
17, 2003, for $20,000 proceeds.

On March 17,  2003 the Company  authorized  the  issuance of 500,000  restricted
shares (and $20,000 in cash) in  consideration  for the acquisition of 67 mining
claims.  On March 17,  2003 the Company  authorized  the  issuance of  2,000,000
restricted  shares  in  consideration  for  the  acquisition  of ore  and  waste
processing technology.

Subsequent to December 31, 2002 the Company  granted 505,000 stock options under
the 2003 NQPlan to various directors, officers and consultants of the Company at
the  following  prices:  150,000  shares at a price of $0.60 per share;  350,000
shares at a price of $4.00 per share;  and 5,000  shares at a price of $5.00 per
share.  On March 28, 2003 the Company issued 150,000 shares upon the exercise of
stock  options  by  Officers  at a price of $0.60 per  share to net the  Company
proceeds of $90,000.


                                       5
<PAGE>


 ITEM 6 - MANAGEMENT DISCUSSION AND PLAN OF OPERATION

On March 17, 2003 the Company acquired ownership of sixty-seven mining claims in
the  Randsburg  Mining  District of  California as well as certain ore and waste
processing  technologies  for  use  in  ore  processing,  mine  reclamation  and
environmental remediation.


CORE TECHNOLOGY

The Company owns a proprietary  ore processing and waste  management  technology
known as the `Xerion Reaction System' or `XRS'.

     XRS has the  ability to release and  recover  almost any  element  from the
earth including:  gold, silver,  platinum,  lead, zinc, mercury,  cadmium,  rare
earth elements and many other desired elements.

     Independent  studies have shown raw materials used in the XRS process to be
at least ten times faster than  traditional  gold cyanide  leach systems and XRS
can release  almost any  element  with  economic  value or  potential  to damage
precious eco-systems.

GENERAL BUSINESS OVERVIEW

The company is primarily in the business of mine  reclamation and  environmental
remediation, with a focus on the mining and coal-fired power plant industries.

     Tailings and waste dumps from these industries  scatter the world. They can
be hazardous to the environment  and there are few economic  solutions for their
remediation.  It is a little known fact that traditional  recovery methods often
leave these dumps with a considerable  percentage of their  original  metals and
other  valuable  elements  still intact.  With the  availability  of appropriate
technology,  the potential for a profitable reclamation of existing tailings and
waste dumps worldwide is quite appreciable.

MINE RECLAMATION

There are many  existing  mine sites in the United  States.  Some of these sites
have  produced  waste that still  contains  sufficient  economic  elements for a
profitable reclamation.

In some cases,  tailings  and waste  dumps have been  abandoned.  If  sufficient
original  elements  exist,  the  Company  may be able to  acquire  some of these
projects and profit from the  reclamation  without having to share the recovered
elements with the original owners.  Depending upon the location, the Company may
decide to first  purchase the land on which these dumps are situated.  The value
of contaminated land may be extremely  depressed due to existence of deleterious
elements  such as arsenic  and  mercury.  The XRS is capable of  removing  these
elements, thus enabling the land to be used again. Potential profits from such a
transaction  have yet to be  determined  in any  detail and the  Company  has no
immediate  aspirations to pursue these  opportunities until steady cash flow has
been achieved in other areas of its business.


                                       6
<PAGE>


OUTLOOK OF CYANIDE IN GOLD RECOVERY

The mining  industry is facing many  regulatory  pressures  regarding the use of
cyanide,  which is an industry standard method to economically recover gold from
ore.

Cyanide has resulted in a number of  environmental  disasters in recent history.
There is growing concern about the use of cyanide in mining operations.  Already
some States have outlawed the use of cyanide  altogether  and other States could
soon be following in their footsteps.

The Xerion Reaction  System offers an  environmentally  friendly  alternative to
cyanide.  Several  tests were  carried  out under the  auspices  of the  Arizona
Department  of  Environmental  Quality  for a placer  mine  operation,  using an
earlier process developed by Xerion's Chief Scientific Officer. (The XRS is more
efficient and just as non-toxic as this earlier  process).  Due to its non-toxic
nature, the government granted the technology a negative declaration, `no permit
required' for the State of Arizona.  This type of `negative  declaration'  could
shorten  the  time-to-production  for any mine  using  the XRS in  Arizona.  The
Company intends to apply for similar `Negative Declarations' in other States.

Aside from the dangers of  environmental  impact,  cyanide is only  effective in
leaching  gold from certain types of ores.  Sulphides,  in  particular,  are not
amenable to economic  cyanide  leaching.  It is well known in the industry  that
cyanide  recovers less than half of the gold from Sulphides.  XRS,  however,  is
effective in leaching  very high  percentages  of gold and other  elements  from
sulphides.  The future of  cyanide is  questionable  and the  industry  is being
forced to consider other alternatives.

As profitable as the mine reclamation business appears to be, Xerion may, before
long, find itself in the mainstream ore processing  business.  The potential for
XRS to become an industry standard replacement for cyanide is very real.

ENVIRONMENTAL REMEDIATION -
COAL-FIRED POWER PLANT INDUSTRY

There are over one thousand coal-fired power plants in the United States.  These
power plants  generate  approximately  half of all  electricity  consumed in the
United States and produce a growing supply of toxic and semi-toxic waste.

An independent  laboratory has conducted tests on this waste and determined that
it contains an extraordinarily high content of valuable elements.  Analyses done
on fly ash were carried out at the Argonne  National  Laboratory  in Illinois by
the  United  States   Geological   Survey,   using  a  DC  Arc  Atomic  Emission
Spectrograph, indicates gross value of all elements at $781.94 per ton of waste.
(This value was based on the element  prices at the time  calculated  and values
are expected to fluctuate with market prices of recoverable elements).

In addition to significant existing  stockpiles,  coal-fired power plants in the
United States  produce over one hundred and fifteen  million  (115,000,000)  new
tons of waste every year.

Due to the apparent  lack of  technology  capable of  recovering  such  inherent
values,  the power plants  currently sell a portion of their waste to the cement
industry as an inexpensive ingredient, and disposes of, or stockpiles the rest.


                                       7
<PAGE>


COAL-FIRED POWER PLANT INDUSTRY OUTLOOK

There is growing  concern among  environmental  groups and  government  agencies
regarding the problem of toxic waste  produced by this  industry.  Although they
have made  herculean  efforts and have spent  billions of dollars on controls to
reduce particulates,  sulfur dioxide and carbon dioxide emissions,  the industry
has yet to  adequately  address the  problems  associated  with its solid waste.
Further environmental  restrictions may be imposed on this industry unless it is
able to solve its waste remediation problem.

Test  results  indicate  the Xerion  Reaction  System may provide an  economical
method of remediating this industry's waste, with the added financial benefit of
being able to recover valuable elements currently left behind.


RANDSBURG MINING CLAIMS

Xerion owns sixty-seven  mining claims covering an area of 16.75 square miles in
the Randsburg  Mining  District of California.  The Company plans to implement a
full-scale,  environmentally  friendly  mining  operation  at  these  claims  to
demonstrate  the  efficiency  of using the XRS from start of  production,  right
through to  reclamation.  The Company  then  intends to leverage  its success to
enter the mainstream ore processing business.

Many  assays  have  been  completed,  indicating  several  mining  targets  with
production potential.

The initial  production  target on the claims is a residual placer deposit known
as the Floyd Mine.  The Floyd is a pluton area that has a quartz  weathered zone
7,000 feet long by 3,000 feet wide. 25 backhoe trenches, each 16-feet deep, have
been  bulk-tested  every 4-feet of depth and very  extensive  sample  results by
certified labs show gold mineralization  over the entire zone (XRAL,  ACTIVATION
LABS,  JACOBS ASSAY  OFFICE,  SKYLINE,  AND ACT LABS).  A  feasibility  study is
required and is the next step before proceeding into production.

OBJECTIVES-2003

The Company's  primary  objective  over the next year is to lay a foundation for
significant  expansion.  This will  include:  creating  significant  streams  of
positive cash flow,  developing internal systems and infrastructure,  recruiting
senior  executives and support staff,  creating  credibility with the mainstream
mining and coal-fired power plant industries,  generating  sufficient  financing
systems and market  capitalization to support the Company's  aggressive internal
growth and acquisition plans.

MANAGEMENT TEAM ADDITIONS

Subsequent to year-end 2002, the Company added the following Staff to its team.

Richard F. Hewlett,  Chief  Scientific  Officer.

Mr. Hewlett has previously put four mines into  production,  including a mercury
mine in  partnership  with Placer  Dome.  Mr.  Hewlett is a graduate in Chemical
Engineering  from  Iowa  State  University  with  a  Masters  degree  in  Mining
Engineering  from the  University  of Arizona.  He completed his course work and
Dissertation in Geological  Engineering under a Doctoral Fellowship  sponsored b
the U.S.  Bureau of Mines while on the  teaching  faculty of the  University  of
Arizona.

An alumnus  from the  teaching  faculty  at the  Colorado  School of Mines,  Mr.
Hewlett has 45 years experience working with and consulting to the world's major
mining  companies  including  Place  Development  (Dome),  Noranda,  Texas  Gulf
Sulphur,  Kennecott Copper Corp.,  American Metal Climax,  Occidental  Petroleum
(Minerals) and ASARCO Transvaal Consolidated Goldfields.

Mr. Hewlett was inducted into the  Metallurgical  and Mining Society of the AIME
and has presented  many  technical  papers at annual  meetings of the Society of
Mining,  Metallurgical,  and Petroleum Engineers. He was also elected into Sigma
Xi, an honorary research fraternity.

Mr. Hewlett is the inventor of the Xerion Reaction System (XRS) and has recently
sold this  technology  to the  Company.  He has  joined  the  executive  team to
facilitate its implementation into the market place.


                                       8
<PAGE>


Bryon Knelson, Vice President, Corporate Development

Mr.  Knelson  is  recognized  worldwide  as being a  foremost  authority  on the
recovery of freegold.  He is the holder of multiple  patents and is the inventor
of the Knelson  Concentrator,  with over four thousand  installations  at mining
sites  worldwide,  including  Placer  Dome's  Porgera  Dome (Papua New  Guinea),
Musselwhite,  and  Campbell  Red Lake as well as Barrick  Gold's  Est-Malarctic,
Eskay Creek and Bulyhanhulu (Mali).

Byron  built his  company,  Knelson  Concentrators,  into a growing  company  of
$15,000,000.00  in annual sales  before  handing  over the  responsibilities  of
day-to-day  management to others.  He has been  nominated  twice in the National
Entrepreneur  of the Year  Awards  and is the  holder of the  Canadian  Citizens
Award,  bestowed  upon him by the Prime  Minister  of Canada.  Mr.  Knelson  was
presented  with the  Export  Development  Award by the  Federal  Government  and
continues to serve on the Board of Knelson Concentrators.

David Thomas, Strategic Manager

Mr. Thomas formerly served as President of a venture capital company, incubating
start-up  public  companies.  Prior to that he was Executive Vice President of a
mining company,  Vice President  Finance of a development  stage  pharmaceutical
company and Senior Vice  President  and Fund  Manager of a futures  based Mutual
Fund Management  Company.  He has successfully worked with Xerion's President on
several important projects over the past nine years,  including the launch of an
internet startup which achieved market  capitalization of  $240,000,000.00..  He
has a strong background in corporate finance,  regulatory compliance,  strategic
planning and general management.

Ryan Jones, Vice President, Operations

Mr.  Jones is a  mining  technologist  with  many  years  experience  in  mining
exploration  across North America and West Africa.  He has also operated his own
mining operations in BC and the Yukon. As a consultant,  Mr. Jones has installed
and  commissioned  mining  equipment  for such notable  operations as the famous
Sixteen to One Mine in Alleghany,  CA, Cal Sierra's Dredge 21 on the Yuba River,
Marysville,  CA and  the  Golconda  Mine  underground  alluvial  operation  near
Quartzsite, AZ. For the past 12 years Mr. Jones has worked closely with Xerion's
VP Byron Knelson in the development  and marketing of the Knelson  concentrator.
Mr. Jones  brings with him an in-depth  knowledge  of mining  operations  and is
capable  of  calculating  ore  reserves,   producing   feasibility  studies  and
overseeing production of Xerion's own mining claims.

RISK FACTORS AND FORWARD LOOKING STATEMENTS

Certain statements herein,  including those regarding production,  joint venture
contracts,  patents,  industry  outlooks and realized  metals prices  constitute
"forward  looking  statements"  within the meaning of the United States  Private
Securities  Litigation  Reform  Act of 1995.  Such  forward  looking  statements
involve known and unknown risks,  uncertainties and other factors that may cause
the actual results,  performance or achievements of the Company to be materially
different from future results,  performance or achievements expressed or implied
by those  forward  looking  statements.  These  risks,  uncertainties  and other
factors include,  but are not limited to,  difficulties in successfully  raising
capital  (given the  Company's  lack of operating  history,  lack of  profitable
operations  and  limitations  on the market for the  Company's  securities),  in
developing  and  commercializing  its products and mining claims  (including the
ability to overcome  technical  hurdles that may arise),  in meeting  applicable
existing  or  new  regulatory   standards,   in  receiving  required  regulatory


                                       9
<PAGE>

approvals,  in obtaining  necessary  patents and licenses,  in defending against
third party  infringement  of patents and licenses,  in  protecting  itself from
costly,  unforeseen  legal  disputes,  in producing  gold and other  elements in
commercial  quantities at reasonable  costs, in competing  successfully  against
other  companies  and in  marketing  itself  successfully  and  in  successfully
addressing  the  concerns  and/or  obtaining  the  support of lobbies in various
States.  There can be no assurance  that the Company will be  successful  in its
efforts to develop and commercialize XRS or its mining claims.  Most importantly
at this stage,  the  Company's  success and each step  required to achieve  such
success  depends on its ability to raise  significant  further  financing  on an
ongoing basis and there is no guarantee it will be able to do so. The company is
still in the development stage and has no revenues.  Additionally,  funds may be
raised  through the  issuance of equity  shares and such  securities  might have
rights,  preferences  or  privileges  senior to its common stock and will likely
result in dilution to existing shareholders. The Company is therefore subject to
a number of known and unknown  risks and  uncertainties  that could cause actual
operations or results to differ materially from those that are anticipated.

The recent mining claim and technology acquisitions require the Company to raise
startup  capital of one  million  dollars  within six months to avoid  notice of
cancellation  from Sellers.  There is no guarantee that the Company will be able
to raise this capital. Part of Seller's motivation in selling the XRS technology
to Company  was to avoid  significant  dilution  in their  ownership  and if the
Company  fails  to  raise  this  capital  the  Sellers  may  choose  to sell the
technology  to another  party.  If the Company loses its  technology  and mining
claims, it will have no significant assets on which to base its current business
plan and will fail.

The  entire  executive  management  team has  agreed to work for the  company on
substantially reduced salaries, or in most cases, no salary whatsoever. There is
no  guarantee  that  they  will  continue  to work for the  company  under  such
favorable conditions.

To be successful in implementing  its business plan the Company will require the
services of numerous other  executives  with varied  technical and  professional
backgrounds  in   environmental   engineering,   ore  processing  and  financial
management  and the  company's  ability to recruit such  executives  is entirely
dependant upon its access to working capital and there is no guarantee that such
capital will be available.

The  Registrant  is  highly   dependent  upon  management   and/or   significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  during this phase of early  development  and there is no
assurance that the Registrant will be able to finance its planned operations.

There is no guarantee  that joint  venture  contracts  for mine  reclamation  or
environmental  remediation  will be forthcoming and the economic success of such
contracts are subject to many known and unknown risks including; availability of
adequate capital,  availability of qualified staff, successful negotiations with
mining and power plant companies, protection of the proprietary qualities of XRS
technology,  successful  economic  implementation  of XRS,  availability  of raw
materials or specialized equipment.


                                       10
<PAGE>


There is no  guarantee  that the Company  will be able to put its mining  claims
into  production and the economic  success of such production is subject to many
known  and  unknown  risks   including;   availability   of  adequate   capital,
availability of qualified staff,  successful negotiations with regulatory bodies
for  necessary  permitting,  access  to ore with  sufficient  grades  as to make
production  economical,  results of feasibility  studies,  satisfactory  weather
conditions and availability of subcontractors,  water, power and equipment.

The Company may, from time to time, make oral  forward-looking  statements.  The
Company strongly advises investors to carefully read the above paragraph and the
risk factors  described in its Annual Reports and other documents filed with the
United States  Securities  and Exchange  Commission for a description of certain
factors that could cause the actual results of the Company to materially  differ
from  those in the  oral or  written  forward-looking  statements.  The  Company
disclaims  any  intention or  obligation to update or revise any oral or written
forward-looking statements whether as a result of new information, future events
or otherwise.

Other than employment agreements with its executive management team, the Company
has no ongoing substantial material contractual commitments.


CHANGE OF CONTROL

There was no change of control during 2002.
On March 17, 2003 the Company effectively changed control by way of:

     a.   Issuing 2,000,000 common shares to the Company president pursuant to a
          private  placement  @$0.01 per share with  $20,000  proceeds  received
          March 2003.

     b.   Issuing  500,000 common shares (and paying $20,000 cash) to acquire 67
          mining claims to an arms-length  vendor, who has subsequently become a
          Company Officer.

     c.   Issuing 2,000,000 common shares to 3 arms-length owners (one being the
          individual  in  (b.)  above)  of  certain  ore  and  waste  processing
          technology by way of exercising an  option-to-purchase.  (The purchase
          agreements  include a 6 month  cancellation  clause,  and should  said
          cancellation  be effected,  then the entire  2,500,000  common  shares
          would be returned to the Company treasury.)



AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial  statements
with management.

The audit  committee has  discussed  with the  independent  auditors the matters
required to be discussed by SAS 61, as may be modified or supplemented;

The audit committee has received the written disclosures and the letter from the
independent  accountants required by Independence Standards Board Standard No. 1
(Independence  Standards  Board Standard No. 1,  Independence  Discussions  with
Audit  Committees),  as may be modified or supplemented,  and has discussed with
the independent accountant the independent accountant's independence;  and Based
on the review and  discussions  referred  to in this Item,  the audit  committee
recommended to the Board of Directors that the audited  financial  statements be
included in the company's Annual Report on Form 10-KSB (17 CFR 249.310b) for the
last fiscal year for filing with the Commission.

The audit committee consists of Ben Traub and Ellen Luthy.


                                       11
<PAGE>



ITEM 7 - FINANCIAL STATEMENTS:

The required accompanying financial statements begin on page F-1 of this
document.


Xerion EcoSolutions Group Inc.
(Formerly Immulabs Corporation)
(A Development Stage Company)

December 31, 2002
                                                                           Index

Independent Auditor's Report                                                 F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Stockholders' Equity                                           F-4

Statement of Cash Flows                                                      F-5

Notes to the Financial Statements                                            F-6





<PAGE>



                         Report of Independent Auditors'
                         -------------------------------


To The Board of Directors and  Stockholders  of Xerion  EcoSolutions  Group Inc.
(formerly Immulabs Corporation) (A Development Stage Company)

We have audited the  accompanying  balance sheets of Xerion  EcoSolutions  Group
Inc.  (formerly  Immulabs  Corporation)  (A  Development  Stage  Company)  as of
December  31,  2002  and  2001,  and  the  related   statements  of  operations,
stockholders'  equity and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Xerion EcoSolutions Group Inc.
(formerly  Immulabs  Corporation) (A Development Stage Company),  as of December
31,  2002 and 2001,  and the related  statements  of  operations,  stockholders'
equity and cash flows for the years then ended,  in  conformity  with  generally
accepted accounting principles used in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements, the Company has losses from operations since inception, no source of
revenues and insufficient  working capital  available to meet ongoing  financial
obligations  over the next fiscal year.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to these  matters  are also  discussed  in Note 1.  These  financial
statements do not include any adjustments which might result from the outcome of
this uncertainty.


/s/ "Manning Elliott"
---------------------
     Manning Elliott

Chartered Accountants

Vancouver, Canada

March 25, 2003



                                       F-1

<PAGE>
<TABLE>
<CAPTION>



Xerion EcoSolutions Group Inc.
(Formerly Immulabs Corporation)
(A Development Stage Company)
Balance Sheets



                                                                              December 31,   December 31,
                                                                                  2002           2001
                                                                                   $              $
<S>                                                                           <C>           <C>
ASSETS

Current Assets


Cash                                                                               2,997         2,276
------------------------------------------------------------------------------------------------------
Total Assets                                                                       2,997         2,276
======================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable (Notes 4(b))                                                     41,487       472,597
Accrued liabilities                                                                3,000         3,792
Due to a related party (Note 4)                                                    1,100        32,400
------------------------------------------------------------------------------------------------------
Total Liabilities                                                                 45,587       508,789
======================================================================================================


Stockholders' Equity (Deficit)

Preferred stock - no par value 50,000,000 shares authorized; none issued            --            --

Common Stock, $0.001 par value 300,000,000 shares authorized
2,392,133 and 392,133 shares issued and outstanding, respectively (Note 7(a))        392           392

Additional Paid-in Capital                                                     7,594,262     6,750,242

Stock based compensation                                                       1,873,815     1,873,815

Donated Capital                                                                    3,000          --

Deficit Accumulated During the Development Stage                              (9,514,059)   (9,130,962)
------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                             (42,590)     (506,513)
------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficit)                               2,997         2,276
======================================================================================================
</TABLE>



                 Commitments and Contingencies (Notes 1 and 5)



                                       F-2
<PAGE>
<TABLE>
<CAPTION>



Xerion EcoSolutions Group Inc.
(Formerly Immulabs Corporation)
(A Development Stage Company)
Statements of Operations


                                                         Accumulated from
                                                         November 1, 1985      For the Years
                                                       (Date of Inception)         Ended
                                                         to December 31,        December 31,
                                                              2002           2002          2001
                                                                $              $             $
<S>                                                       <C>              <C>          <C>

Revenue                                                         --            --            --
------------------------------------------------------------------------------------------------

Expenses

General and Administrative

Accounting and audit                                          30,675         4,875         7,600
Amortization                                                   2,833          --            --
Donated services                                               3,000         3,000          --
Financial services                                            56,266          --          56,266
Investor relations                                           170,786          --          15,144
Legal (Note 3(b)(iii))                                     1,013,007          --           1,221
Management fees (Notes 5)                                    763,000       271,000       322,000
Office                                                         3,476         1,289         1,994
Salaries                                                     203,730        99,230       104,500
Stock based compensation (Note 3(b)(ii) and (c))           1,873,815          --        (185,174)
Transfer agent and regulatory                                 16,341         3,703         2,340
Travel and promotion                                           7,111          --           3,310
------------------------------------------------------------------------------------------------
                                                           4,144,040       383,097       329,201
------------------------------------------------------------------------------------------------

Selling and Marketing

Advertising                                                   89,238          --            --
Marketing                                                     13,500          --           4,500
Option agreement written-off                                  15,000          --            --
------------------------------------------------------------------------------------------------
                                                             117,738          --           4,500
------------------------------------------------------------------------------------------------
Total Expenses                                             4,261,778       383,097       333,701
------------------------------------------------------------------------------------------------
Loss from Continuing Operations                           (4,261,778)      383,097      (333,701)

Loss from Discontinued Operations                         (5,252,281)         --            --
------------------------------------------------------------------------------------------------
Net Loss For the Period                                   (9,514,059)      383,097      (333,701)
------------------------------------------------------------------------------------------------
Net Loss Per Share - Basic                                                   (0.69)        (0.85)
------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding                                        558,800       393,097
------------------------------------------------------------------------------------------------
</TABLE>


(Diluted loss per share has not been presented as the result is anti-dilutive)




                                       F-3
<PAGE>
<TABLE>
<CAPTION>



Xerion EcoSolutions Group Inc.
(Formerly Immulabs Corporation)
(A Development Stage Company)
Statement of Changes in Stockholders' Equity


                                                                              Additional
                                         Preferred Stock     Common Stock       Paid-in    Stock-Based   Donated   Accumulated
                                        Shares    Amount   Shares     Amount    Capital    Compensation  Capital     Deficit
                                          #         $         #         $          $           $           $           $

<S>                                    <C>        <C>      <C>         <C>        <C>         <C>         <C>      <C>
Balance at December 31, 2000                --        --     392,770       392    6,773,352   2,058,989      --    (8,797,261)
Issuance of common stock for services       --        --       1,409         2       59,838        --        --          --
Common stock cancelled and returned to
  treasury pursuant to options
  rescinded (Note 3(a)(ii))                 --        --      (2,046)       (2)     (82,948)       --        --          --
Reversal of stock-based compensation
pursuant to options rescinded               --        --        --        --           --      (185,174)     --          --
Net loss for the year                       --        --        --        --           --          --        --      (333,701)
-----------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2001                --        --     392,133       392    6,750,242   1,873,815      --    (9,130,962)
Issuance of common stock for cash           --        --   2,000,000     2,000       18,000        --        --          --
Less proceeds receivable                    --        --        --      (2,000)     (18,000)       --        --          --
Extinguishment of debt (Note 5)             --        --        --        --        844,020        --        --          --
Reversal of stock-based compensation
pursuant to options rescinded               --        --        --        --           --          --        --          --
Donated services                            --        --        --        --           --          --       3,000        --
Net loss for the year                       --        --        --        --           --          --        --      (383,097)
-----------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2002                --        --   2,392,133       392    7,594,262   1,873,815     3,000  (9,514,059)
=============================================================================================================================
</TABLE>



The number of shares issued has been restated to reflect a consolidation of
common stock on a 1 new for 100 old basis on December 6, 2002.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>



Xerion EcoSolutions Group Inc.
(Formerly Immulabs Corporation)
(A Development Stage Company)
Statements of Cash Flows


                                                               Accumulated from
                                                               November 1, 1985
                                                             (Date of Inception)      For the years ended
                                                               to December 31,           December 31,
                                                                      2002           2002          2001
                                                                       $               $           $

<S>                                                               <C>             <C>           <C>
Cash Flows from Operating Activities

Net income (loss) for the period                                  (9,514,059)     (383,097)     (333,701)

Adjustments to reconcile net loss to cash

Amortization                                                           2,833          --            --
Donated capital                                                        3,000         3,000          --
Option agreement written-off                                          15,000          --            --
Discontinued operations                                              468,835          --            --
Stock based compensation                                           5,791,709          --        (125,334)

Change in non-cash working capital items

Increase in accounts payable and accrued liabilities                 764,657       371,218       388,073
--------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                             (2,468,025)       (8,879)      (70,962)
--------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Proceeds from shares issued                                        2,444,022          --            --
Advances from a related party                                         27,000         9,600        17,400
--------------------------------------------------------------------------------------------------------

Net Cash From Financing Activities                                 2,471,022         9,600        17,400
--------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities                                      --            --            --
--------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                            2,997           721       (53,562)

Cash - Beginning of Period                                              --           2,276        55,838
--------------------------------------------------------------------------------------------------------

Cash - End of Period                                                   2,997         2,997         2,276
========================================================================================================

Non-Cash Financing Activities

Extinguishment of debt                                               844,020       844,020          --

Shares issued for services rendered                                3,917,894          --          59,840

Shares issued pursuant to asset acquisitions                         481,668          --          15,000
========================================================================================================

Supplemental Disclosures

Interest paid                                                          2,785          --            --
Income tax paid                                                         --            --            --
========================================================================================================
</TABLE>



                                       F-5

   (The accompanying notes are an integral part of the financial statements)


<PAGE>



1.   Nature of Operations and Continuance of Business

     Xerion  EcoSolutions  Group  Inc.,   formerly  Immulabs   Corporation  (the
     "Company"), was initially incorporated as Gemini Ventures, Inc. on November
     1, 1985 under the laws of the State of  Colorado.  The Company  changed its
     name to Solomon Trading Company,  Limited in July 1989; The Voyageur,  Inc.
     in November 1994; The Voyageur First, Inc. in December 1994; North American
     Resorts, Inc. in March 1995; and Immulabs Corporation in September 2000.

     From  1995  through  1998,  the  Company  was in the  business  of  selling
     vacations  in Florida and the sale of time share  memberships  to the Ocean
     Landings and Cypress Island Preserve  facilities in Florida which were then
     controlled by the Company and the operation of Cypress Island Preserve as a
     tourist  destination.  During  the  fourth  quarter  of 1998,  the  Company
     liquidated its holdings in these ventures and  discontinued all operations.
     With the disposition of all operations,  the Company became fully dependent
     upon the support of its controlling shareholders for the maintenance of its
     corporate status and to provide all working capital.

     On December 6, 2002, the Company's Board of Directors  affected a 1 new for
     100 old reverse split of the issued and outstanding  shares.  The effect of
     this split is reflected in the financial  statements as of the first day of
     the first period presented.

     With the  acquisition of  sixty-seven  mineral claims in California and the
     rights to certain  ore and waste  processing  technology,  the  Company has
     entered  the  "non-toxic"  ore  processing  and  environmental  remediation
     business  with a focus on serving  the mining  and coal fired  power  plant
     industries. Refer to 7(b) and (c).

     Effective   March  28,  2003,  the  Company  changed  its  name  to  Xerion
     EcoSolutions  Group Inc. The shares of the Company  currently  trade on the
     Over the Counter Bulletin Board under the ticker symbol "XECO".

     These financial statements are prepared using generally accepted accounting
     principles   applicable  to  a  going  concern,   which   contemplates  the
     realization  of assets and  liquidation of liabilities in the normal course
     of business.  However,  the Company does not have significant cash or other
     material assets,  nor does it have an established source of revenues needed
     to  cover  its  operating  costs  and to allow  it to  continue  as a going
     concern.  The  Company  has  ongoing  overhead  expenses  and will  require
     significant  capital to complete its business  acquisition and then execute
     upon its business plan. The Company's ability to meet those obligations and
     continue as a going concern is dependent  upon raising new capital  through
     issuing debt and/or  equity  securities  and then to generate  revenues and
     profits.   Until  these  funding   sources   materialize   the  controlling
     shareholders  intend to  continue  the  funding of  necessary  expenses  to
     sustain operations. Refer to Note 7.


                                       6
<PAGE>



2.   Summary of Significant Accounting Policies

     Use of Estimates and Assumptions

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the periods. Actual results could differ from those estimates.

     Cash and Equivalents

     The Company considers all highly liquid  instruments with maturity of three
     months or less at the time of the issuance to be cash equivalents.

     Income Taxes

     Income taxes are provided for using the  liability  method of accounting in
     accordance  with  Statements  of  Financial  Accounting  Standards  No. 109
     "Accounting  for  Income  Taxes".  A  deferred  tax asset or  liability  is
     recorded for all temporary differences between financial and tax reporting.
     Deferred tax expense  (benefit) results from the net change during the year
     of deferred tax assets and liabilities.

     Due to the  provisions  of Internal  Revenue  Code Section 338, the Company
     will have no net operating loss carryforwards available to offset financial
     statement  or tax return  taxable  income in future  periods as a result of
     changes  in  control  in both 2000 and  1999,  respectively,  involving  50
     percentage  points or more of the issued and outstanding  securities of the
     Company.

     Basic and Diluted Net Income (Loss) per Share

     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
     both basic and diluted  earnings  per share (EPS) on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common  shareholders  (numerator) by the weighted  average number of common
     shares  outstanding  (denominator)  during the  period.  Diluted  EPS gives
     effect to all  dilutive  potential  common  shares  outstanding  during the
     period  including  stock  options,  using the treasury  stock  method,  and
     convertible  preferred stock,  using the if-converted  method. In computing
     Diluted EPS, the average stock price for the period is used in  determining
     the number of shares  assumed to be  purchased  from the  exercise of stock
     options or warrants.  Diluted EPS excludes all dilutive potential shares if
     their effect is anti dilutive.  Loss per share information does not include
     the  effect  of any  potential  common  shares,  as their  effect  would be
     anti-dilutive.

     Financial Instruments

     The fair value of the Company's current assets and current liabilities were
     estimated  to  approximate  their  carrying  values  due to  the  immediate
     short-term maturity of these financial instruments. As the Company operates
     in Canada,  virtually all of its assets and  liabilities are giving rise to
     significant  exposure  to market  risks from  changes  in foreign  currency
     rates.  The  financial  risk is the risk to the Company's  operations  that
     arise  from  fluctuations  in  foreign  exchange  rates  and the  degree of
     volatility of these rates.  Currently,  the Company does not use derivative
     instruments  to reduce its exposure to foreign  currency  risk.  Management
     does not believe the Company is exposed to  significant  credit or interest
     rate risks.

     Accounting for Stock Based Compensation

     The  Company  has  adopted  SFAS  No.  123   "Accounting  for  Stock  Based
     Compensation"  which  requires  that stock awards  granted to employees and
     non-employees  are  recognized  as  compensation  expense based on the fair
     market  value of the  stock  award or fair  market  value of the  goods and
     services received whichever is more reliably measurable.

     Comprehensive Loss

     SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards for
     the reporting and display of  comprehensive  loss and its components in the
     financial statements. As at January 31, 2003, the Company has no items that
     represent comprehensive loss and, therefore, has not included a schedule of
     comprehensive loss in the financial statements.



                                       7
<PAGE>


2.   Summary of Significant Accounting Policies (continued)

     Recent Accounting Pronouncements

     On June 29, 2001, the Financial  Accounting Standards Board ("FASB") issued
     SFAS No. 141, "Business  Combinations".  SFAS No. 141 requires the purchase
     method of accounting be used for all business combinations  initiated after
     June 30, 2001.  Goodwill and certain  intangible  assets will remain on the
     balance sheet and not be amortized.  On an annual basis,  and when there is
     reason to suspect that their values have been diminished or impaired, these
     assets must be tested for impairment, and write-downs may be necessary. The
     Company  implemented  SFAS No.  141 on July 1, 2001 and its  impact did not
     have a material effect on its financial position or results of operations.

     On June 29,  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and  Other
     Intangible  Assets".  SFAS No. 142 changes the accounting for goodwill from
     an  amortization  method to an  impairment-only  approach.  SFAS No. 142 is
     effective for fiscal years beginning after December 15, 2001.  Amortization
     of goodwill,  including  goodwill  recorded in past business  combinations,
     will cease upon adoption of this  statement.  The Company  adopted SFAS No.
     142 on August 1, 2002 and its impact did not have a material  effect on its
     financial position or results of operations.

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
     Retirement  Obligation."  SFAS  No.  143  is  effective  for  fiscal  years
     beginning after June 15, 2002, and requires companies to record a liability
     for asset retirement  obligations in the period in which they are incurred,
     which typically could be upon  completion or shortly  thereafter.  The FASB
     decided to limit the scope to legal  obligations  and the liability will be
     recorded at fair value.  The Company adopted SFAS No. 143 on August 1, 2002
     and its impact did not have a material effect on its financial  position or
     results of operations.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived Assets." SFAS No. 144 is effective for
     fiscal  years  beginning  after  December  15,  2001.  It provides a single
     accounting model for long-lived  assets to be disposed of and replaces SFAS
     No. 121 "Accounting for the Impairment of Long-Lived  Assets and Long-Lived
     Assets to Be Disposed  Of." The Company  adopted  SFAS No. 144 on August 1,
     2002  and its  impact  did not  have a  material  effect  on its  financial
     position or results of operations.

     In June,  2002, FASB issued SFAS No. 146,  "Accounting for Costs Associated
     with Exit or Disposal  Activities".  The  provisions of this  Statement are
     effective for exit or disposal activities that are initiated after December
     31, 2002,  with early  application  encouraged.  This  Statement  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal  activities and nullifies  Emerging Issues Task Force (EITF) Issue
     No. 94-3, "Liability  Recognition for Certain Employee Termination Benefits
     and Other Costs to Exit an Activity  (including Certain Costs Incurred in a


                                       8
<PAGE>

     Restructuring)".  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred.  The Company adopted SFAS No. 146 on January 1, 2003
     and its impact is not expected to have a material  effect on its  financial
     position or results of operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and  Disclosure",  which amends SFAS No. 123 to
     provide  alternative  methods of transition  for a voluntary  change to the
     fair  value  based   method  of   accounting   for   stock-based   employee
     compensation. In addition, SFAS No. 148 expands the disclosure requirements
     of SFAS No. 123 to require more  prominent  disclosures  in both annual and
     interim financial statements about the method of accounting for stock-based
     employee  compensation  and the  effect  of the  method  used  on  reported
     results. The transition provisions of SFAS No. 148 are effective for fiscal
     years ended after December 15, 2002. The disclosure  provisions of SFAS No.
     148 are effective for financial  statements for interim  periods  beginning
     after  December  15,  2002.  The Company  does not expect  adoption of this
     standard to have a material  effect on the Company's  results of operations
     or financial position.

     FASB  has also  issued  SFAS  No.  145 and 147 but  they  will not have any
     relationship  to the  operations of the Company  therefore a description of
     each and their respective impact on the Company's  operations have not been
     disclosed.


3.   Share Capital

     (a)  Common Stock

          (i)  During fiscal 2001 the Company  issued  140,833 shares to various
               consultants  at a total fair market value of $59,840 for investor
               relations and financial advisory services.

          (ii) During  fiscal 2001  certain  stock  options were  rescinded  and
               204,600 shares were cancelled and returned to treasury.  The cash
               consideration of $82,950,  received in fiscal 2000, was repayable
               to the optionees,  but was subsequently  forgiven as disclosed in
               Note 5. Stock based compensation of $278,012 was reversed.

     (b)  Stock options

          On June 30, 2000, the company filed a Form S-8 Registration  Statement
          with the U.S. Securities and Exchange Commission to register 2,800,000
          shares of common stock  pursuant to the Company's  2000  Nonqualifying
          Stock  Option  Plan ("2000  NQPlan").  This 2000 NQPlan is for persons
          employed or associated with the Company,  including without limitation
          any  employee,   director,   general   partner,   officer,   attorney,
          accountant,  consultant  or  advisor,  is intended to advance the best
          interests  of the Company by providing  additional  incentive to those
          persons  who have a  substantial  responsibility  for its  management,
          affairs,  and growth by increasing their  proprietary  interest in the
          success of the Company,  thereby  encouraging  them to maintain  their
          relationships with the Company. The determination of those eligible to
          receive options under the 2000 NQPlan, and the amount, price, type and
          timing of each Stock option and the terms and conditions shall rest at
          the sole  discretion of the Company's  Board of Directors,  subject to
          the provisions of the 2000 NQPlan. On June 30, 2000, the Company filed
          a Form  S-8  Registration  Statement  with  the  U.S.  Securities  and


                                       9
<PAGE>
<TABLE>
<CAPTION>

          Exchange  commission  to  register  3,200,000  shares of common  stock
          pursuant to the  Company's  2000  Qualifying  Stock Option Plan ("2000
          QPlan").  This 2000 QPlan is intended to provide the key  employees of
          the Company an incentive  through  stock  ownership in the Company and
          encourage them to remain in the Company's employ.  Any options granted
          under the 2000  QPlan  must be  granted  within  ten (10) years of the
          adoption date of the 2000 QPlan. The option price may be determined by
          the administrating committee and shall not be less than the greater of
          the (i) par  value  of the  Company's  Common  Stock  or (ii) the fair
          market  value of the  Company's  stock on the date that the  option is
          granted.  All  granted  options  shall  be of a term  selected  by the
          administrating committee, but in no event be for a term of longer than
          ten (10) years from the grant date. On December 31, 2002,  the Company
          cancelled all outstanding stock options. Refer to Note 7.

                                                                      Weighted
                                                         Shares       Average
                                                      Under Option  Option Price
                                                           #               $

<S>                                                    <C>                <C>
Balance at  December 31, 2000                          1,217,272          0.75
Granted                                                  220,000          0.07

Exercised / Cancelled                                       --            --
------------------------------------------------------------------------------
Balance at  December 31, 2001                          1,437,272          0.66
Granted                                                     --            --
Exercised / Cancelled                                 (1,437,272)         0.66
------------------------------------------------------------------------------
Balance at  December 31, 2002                               --            --
------------------------------------------------------------------------------
</TABLE>


4.       Related Party Transactions and Balances

     (a)  The  amounts  due to  related  parties  represent  cash  loans and are
          non-interest   bearing,   unsecured  and  without  specific  terms  of
          repayment.

     (b)  The Company  incurred $1,000 per month to the President of the Company
          for  services  rendered  during the year.  Of this  amount  $3,000 was
          recognized  as donated  services.  At December 31, 2002 the Company is
          indebted to the  President  in the amount of $18,500  (2001 - $9,500),
          which is  included in accounts  payable.  This amount is  non-interest
          bearing,   unsecured   and  without   specific   terms  of  repayment.
          Subsequently,  the  President  forgave all  amounts  owed to him (Note
          7(e)).

     (c)  Effective  March  16,  2001  the  Company  entered  into a  Management
          Agreement  with  Aggressive  American  Capital  Partners,  Inc. to pay
          $30,000 per month.  On September 30, 2002 the amount owing of $553,363
          was forgiven and treated as paid-in-capital (Note 5).

     (d)  As at December 31, 2002 a total of $290,657 owing to related parties
         was forgiven and treated as paid-in-capital (Note 5).


                                       10
<PAGE>



5.   Additional Paid In Capital

     Included in Additional Paid In Capital for the year ended December 31, 2002
     is an amount of $840,020 representing  extinguishments of debt owing to the
     outgoing  President of the Company and a company owned by him, and his son.
     Due to their  relationship  to the Company as principal  stockholders,  the
     forgiveness  of this  debt has  been  treated  as  contributed  capital  in
     accordance  with the  provisions  of  Staff  Accounting  Bulletin  Topic 5T
     "Accounting for Expense of Liabilities Paid by Principal Stockholders".  It
     is  treated  as  contributed   capital  because  the  forgiveness  of  debt
     maintained  the  value of the  principal  stockholder's  investment  in the
     Company.


6.   Contingent Liability

     The Company is in dispute over the  purchase of a shuttle bus in 1998.  The
     owners of the bus lost the vehicle in bankruptcy  and are looking to recoup
     $97,509  due to their  losses,  however,  the  title  of the bus was  never
     transferred   to  the   Company  and  the  Company  is  looking  to  recoup
     approximately $15,000 in payments made towards the purchase. The Company is
     now relying on former directors of the Company as well as the estate of the
     Company's  former attorney to cover the costs.  These parties have signed a
     Hold  Harmless  Agreement  indemnifying  the Company from any costs arising
     from  this  matter.  It is not  possible  at this time for the  Company  to
     predict with any certainty the outcome of this claim.  However,  management
     is of the opinion,  based upon information presently available,  that it is
     unlikely that any liability  would be material in relation to the Company's
     financial position.

7.   Subsequent Events

     Subsequent to December 31, 2002, the Company has:

     a)   received  $20,000 and released  2,000,000 shares at $0.01 per share to
          the President of the Company  pursuant to a private  placement.  These
          shares were issued into a lawyer's  trust account on December 14, 2002
          pending receipt of funds;

     b)   entered  into an  agreement  to  acquire 67 mining  claims  located in
          California from an arms-length  vendor.  Consideration was $20,000 and
          500,000 shares of the Company valued at $0.01 per share.  These shares
          were issued on March 21, 2003. The Vendor may cancel this  transaction
          if the Company does not raise  $1,000,000 by September  17, 2003.  The
          Company may cancel this transaction for any sound business reason.  In
          the event of cancellation  the shares will be returned to treasury and
          cancelled;



     c)   entered into an agreement to acquire an option-to-purchase certain ore
          and  waste  processing   technologies  (the   "Technology")  from  the
          President of the Company for one (1) dollar. The Company  subsequently
          exercised that  option-to-purchase  and issued 2,000,000 common shares
          of  the  Company  in  total   consideration   to  the  three  original
          arms-length  owners of the Technology.  The 2,000,000 shares issued by
          the  Company  will be valued at $0.01 per share or  $20,000  in total.
          These  shares  were  issued  on March  21,  2003.  The  Technology  is
          proprietary  and is to be used to extract  valuable  and/or  hazardous
          elements  from  the  soil  or  water.  The  vendors  may  cancel  this
          transaction if the Company does not raise  $1,000,000 by September 17,
          2003. The Company may cancel this transaction if it is proven that the
          vendors  misrepresented the potential of the Technology.  In the event
          of cancellation the shares will be returned to treasury and cancelled;

     d)   authorized the  modification  of its business  purpose and is entering
          the "non-toxic" ore processing and environmental  remediation business
          with a focus  on  serving  the  mining  and  coal  fired  power  plant
          industries;

     e)   received  notification  from the  President  of the  Company  that all
          amounts owing to him are forgiven as of March 13, 2003;


                                       11
<PAGE>



7.   Subsequent Events (continued)

     f)   entered into a five year  contract to retain the current  President of
          the Company;

     g)   changed the name of the Company to Xerion EcoSolutions Group Inc.;

     h)   filed a Form S-8 Registration  Statement with the U.S.  Securities and
          Exchange  Commission  to  register  1,000,000  shares of common  stock
          pursuant to the Company's 2003 Nonqualifying  Stock Option Plan ("2003
          NQPlan").  This 2003 NQPlan is for persons employed or associated with
          the Company,  including  without  limitation  any employee,  director,
          general partner, officer, attorney, accountant, consultant or advisor,
          is intended to advance the best  interests of the Company by providing
          additional   incentive  to  those   persons  who  have  a  substantial
          responsibility for its management,  affairs,  and growth by increasing
          their  proprietary  interest  in the success of the  Company,  thereby
          encouraging them to maintain their relationships with the Company. The
          determination  of those  eligible  to receive  options  under the 2003
          NQPlan,  and the amount,  price,  type and timing of each Stock option
          and the terms and conditions  shall rest at the sole discretion of the
          Company's  Board of Directors,  subject to the  provisions of the 2003
          NQPlan;

     i)   granted  505,000  stock  options  under  the 2003  NQPlan  to  various
          directors,  officers and  consultants  of the Company at the following
          prices:  150,000 shares at a price of $0.60 per share;  350,000 shares
          at a price of $4.00 per  share;  and 5,000  shares at a price of $5.00
          per share;

     j)   issued 150,000 shares upon the exercise of stock options at a price of
          $0.60 per share to net the Company proceeds of $90,000.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There was no change in nor disagreements  with accountants during the year 2002.
Manning  Elliott,  Chartered  Accountants  continues  to  serve  as the  Company
auditors.

ITEM 9 - OFFICERS AND DIRECTORS:

The current officers and directors of Registrant are as follows:

      Name                        Position
Ben Traub*             President, Chief Executive Officer and Director
Ellen Luthy            Secretary-Treasurer, Chief Financial Officer and Director
Warren C. Gacsi        Director
Richard Hewlett**      Chief Scientific Officer
Ryan Jones**           Vice President, Operations
David Thomas**         Chief Operating Officer
Byron Knelson**        Vice President, Corporate Development

Mr. Bruce Deildal***  served as President,  Chief Executive Officer and Director
of the Company until October, 2002 the date of Ben Traub's appointment.

The issuer does not have a financial  expert  serving on its audit  committee at
this time,  however, it has made arrangements for such an expert to serve on the
committee as soon as revenues are imminent.

                                       12
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION:

None of the current  officers or  directors  has received  any  compensation  or
salary from the  Registrant  during the year 2002.  However the  Registrant  has
subsequently  entered into an Employment  Agreement  with its current  president
(See subsequent  events) which provides for a non cumulative,  yet  undetermined
salary  once  the  Company  has  secured  financing.  Directors  do not  receive
compensation for their services as directors and are not reimbursed for expenses
incurred in attending Board meetings.

     o    Mr Traub had a previous  employment  agreement  with the Company;  but
          never received any compensation  thereunder and  subsequently  forgave
          all debt from the Company  prior to  accepting  his current  board and
          officer appointment.
     o    ** Officer appointments made late March, 2003.
     o    ***Mr.  Bruce Deildal,  had an employment  agreement with the Company,
          but never received any compensation from the Company,  and is owed the
          sum of $20,000.

Stock Option Grants subsequent to December 31, 2002.

Subsequent  to December  31, 2002,  Executives  of the Company have been granted
stock options as follows;

The Company has granted  25,000  stock  options to David Thomas with an exercise
price of $0.60 per share and 50,000  options with an exercise price of $4.00 per
share;  50,000  stock  options to Ben Traub with an exercise  price of $0.60 per
share and  100,000  options  with an exercise  price of $4.00 per share;  25,000
stock options to Richard  Hewlett with an exercise  price of $0.60 per share and
50,000 options with an exercise  price of $4.00 per share;  25,000 stock options
to Ryan Jones with an exercise  price of $0.60 per share and 50,000 options with
an exercise price of $4.00 per share; 25,000 stock options to Byron Knelson with
an exercise  price of $0.60 per share and 50,000  options with an exercise price
of $4.00 per share;  15,000 stock options to Ellen Luthy with an exercise  price
of $4.00 per share.

During the year 2002,  the  Company  authorized  the  issuance  of 10,000  stock
options  to Ben Traub  with an  exercise  price of $4.00 per  share.  Mr.  Traub
decided to forego his rights thereunder and the stock option agreement was never
executed by Mr.  Traub.  These same options were part of the  remaining  options
cancelled by the Company at December 31, 2002.

                                      13
<PAGE>

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth,  as of March 26, 2003 the  outstanding  common
stock owned of record or beneficially by each Executive Officer and Director and
by each person who owned of record, or was known by us to own beneficially, more
than 5% of common stock,  and the  shareholdings  of all Executive  Officers and
Directors as a group on a fully diluted basis.

                                  Number of
        Name                    Shares owned       Class          Percent
    ------------                ------------    ------------    ------------

Ben Traub                          2,001,300       Common          40.91%
Officer and Director

Ellen Luthy
Secretary-Treasurer and Director       1,000       Common           0.02%

Warren C. Gacsi
Director                                 336       Common           0.01%

Byron Knelson                        666,666       Common          13.63%
Officer

Richard Hewlett                    1,166,668       Common          23.85%
Officer

Ryan Jones                           666,666       Common          13.63%
Officer


Group Total: 4,977,636


CODE OF ETHICS

The issuer has not adopted a code of ethics that  applies to the small  business
issuer's principal  executive officer,  principal  financial officer,  principal
accounting officer or controller,  or persons  performing similar functions.  It
has not done so yet, however,  plans to do so during the next year of operations
if and as required by SEC and/or NASD regulations.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Ben Traub, the Company's President,  owned an option-to-acquire  certain ore
processing  technologies which he had purchased for his personal financial gain.
Subsequent  to  December  31,  2002 he sold these  rights to the Company for one
dollar.


ITEM 13 - EXHIBITS AND REPORTS ON FROM 8-K

     (a) The  following  documents  are filed as Exhibits to this  Registration.
(DOCUMENTS INCORPORATED BY REFERENCE)
     Information Statement to Shareholders dated November 7, 2002 - proposing to
reverse  split the shares of the company on a one for one  hundred  basis and to
change the name of the Company.
     Form 10-KSB 2001 - Annual Report for year-end  December 31, 2001  (includes
Aggressive American Capital Partners, Inc Management Agreement)
     Form 10-KSB 2000 - Annual Report for year-end December 31, 2000.

     (b)  Reports on Form 8-K:

          i.   Filed October 10, 2002- As of September  30, 2002,  the Company's
               address of record has been changed to Suite  132-3495  Cambie St.
               Vancouver,  BC, Canada, V5Z 4R3. Phone number has been changed to
               (604)696-0073.  Fax  number has been  changed to (604)  696-0074.
               Bruce  Deildal  has  resigned  as  Officer  and  Director  of the
               Company.  Ben Traub has been  appointed as Director and President
               and CEO of the Company.
          ii.  Filed November 29, 2002- On November 26, 2002 there was a Special
               Meeting of Shareholders who voted positively in favor of changing
               the company's name and in favor of a one for one hundred  reverse
               split of the Company's  stock, as per the  Information  Statement
               filed with the SEC.
          iii. Filed March 31, 2003  reporting the sale of two million shares in
               a private  placement  and the change of control of the Company by
               way of issuing 500,000 and 2,000,000  shares,  respectively,  for
               the  acquisition  of 67  mining  claims  and the  acquisition  of
               certain non-toxic ore and waste processing technologies.


                                       14
<PAGE>


ITEM 14 - CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The issuer's principal
executive officer and principal financial officer have concluded that the
effectiveness of the issuer's controls and procedures (as defined in
ss.ss.240.13a-14(c) and 240.15d-14(c)), as of March 26, 2003, are sufficient.
(b) There have been no changes in internal controls in the previous year.


                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

Xerion EcoSolutions Group Inc. (Formerly Immulabs Corporation)

/s/ Ben Traub                                              Dated: April 14, 2003
---------------------------------
    Ben Traub, President

/s/ Ellen Luthy                                            Dated: April 14, 2003
---------------------------------
    Ellen Luthy, Secretary

/s/ Warren C. Gacsi                                        Dated: April 14, 2003
---------------------------------
      Warren C. Gacsi, Director








                        CERTIFICATION OF PERIODIC REPORT

I, Ben E. Traub,  Principal  Executive Officer of Xerion EcoSolutions Group Inc.
(the "Company"),  certify,  pursuant to Section 906 of the Sarbanes-Okley Act of
2002, 18 U.S.C. Section 1350, that;

     (1) the report fully  complies with the  requirements  of Sections 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2) information  contained in the report fairly  presents,  in all material
     respects,  the financial condition and results of operation of the company.
     Dated: April 14, 2003

                                                     /s/ Ben Traub
                                                     ---------------------------
                                                         Ben Traub
                                                     Principal Executive Officer

                                       15

<PAGE>



CERTIFICATION OF PERIODIC REPORT

We, Ben E. Traub and Ellen P. Luthy certify that:

1. We have  reviewed  this annual  report on Form 10-KSB of Xerion  EcoSolutions
Group Inc. (the "Registrant") for the year ended December 31, 2002.

2. Based on our  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based on our  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. We are responsible for establishing and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. We have disclosed,  based on our most recent evaluation,  to the registrant's
auditors and the audit committee of registrant's  board of directors (or persons
performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. We have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the  date  of  our  most  recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

Dated:
April 14, 2003
                                             By: /s/ Ben Traub
                                                 -------------------------------
                                                     Ben Traub
                                                     Chief Executive Officer

                                             By: /s/ Ellen Luthy
                                                 -------------------------------
                                                     Ellen Luthy
                                                     Principal Financial Officer


                                       16