XERION ECOSOLUTIONS GROUP INC.
                            (Formerly IMMULABS CORP)



                   Filing Type:         10KSB
                   Description:         Annual Report
                   Filing Date:         March 30, 2004
                   Period End:          December 31, 2003


              Primary Exchange:     Over the Counter Bulletin Board
                   Ticker:                    XECO




<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

(Markone)

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

           (Fee required) For the fiscal year ended December 31, 2003


         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)

                         Suite 905, 102-4369 Main Street
                           Whistler, BC Canada V0N 1B4
                     --------------------------------------
                    (Address of principal executive offices)

                                 (604) 902 0178
                            -------------------------
                           (Issuer's telephone number)




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the 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 is not  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
                                     ---
State  issuer's  revenues for its most recent year.  (0)

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. March 11, 2003 $1,657,774

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  March 11,  2004,  2,841,523  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                                                     3

2. Description of Property                                                     3

3. Legal Proceedings                                                           3

4. Submission of Matters to a Vote of Shareholders                             4


PART 11

5. Market for Common Equity and Related Stockholder Matters                    4

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

7. Financial Statements                                                        8

8. Changes In and Disagreements with Accountants on Accounting and
   Financial Disclosure                                                       20

8A. Controls & Procedures                                                     20


PART III

9.  Directors,  Executive Officers and Control Persons; Compliance
    with Section 16(a) of the Exchange Act.                                   20

10. Executive Compensation 20

11. Security Ownership of Certain Beneficial Owners and Management            21

12. Certain Relationships and Related Transactions                            21

13. Exhibits and Reports on Form 8-K                                          21

14. Principal Accountant Fees & Services                                      21


Signatures                                                                    22





                                       2
<PAGE>




PART I

     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 developing gold  extraction  technology
for the mining industry.

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.  The parties entered into a dispute and the Company
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  decided at this time not to pursue  further  legal
action.

In October 2002, the Company retained Ben Traub as President of the company. Mr.
Traub was to identify new business opportunities on behalf of the Company.

On March 17, 2003 the Company purchased 67 mining claims and certain ore and
waste processing technologies. In compliance with the purchase agreements, the
vendors were obligated to deliver exploration and metallurgical data to support
the representations made about the processing technologies and claims. The
Vendors neglected to deliver this documentation. Subsequent to December 31, 2003
the Company has canceled the purchase agreements and is currently evaluating its
legal options in claiming damages based on misrepresentation. The cancellation
of the purchase agreements results in a reimbursement of 2.5 million shares to
the company, which substantially reduced the issued and outstanding shares of
the Company.

The  Company  has  recently  been  working  with Dr.  David  Dreisinger  (1),  a
specialist consultant in the field of hydrometallurgy.  This work has included a
research  project focused of developing a viable  alternative to cyanide for the
gold mining industry.

As a result of this research  project,  Dr.  Dreisinger has identified  specific
chemical  conditions in the  application of certain  non-toxic  reagents that he
believes  could  lead to a  significant  breakthrough  in the  development  of a
replacement  for cyanide.  The Company is currently  evaluating its options with
regard to developing this new technology.


                                       3


<PAGE>



(1) www.mmat.ubc.ca/units/bioh/people/dreisinger/dreisinger.html

ITEM 2 - DESCRIPTION OF PROPERTY

The Company does not own any property as of December 31, 2003; but maintains its
headquarters at 102-4369 Main St, Suite 905, Whistler, BC Canada V0N 1B4.

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

The current  Management learned in late 2002 that the Company is in dispute over
its 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 dba
North  American  Resorts  Inc.  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  previously  undisclosed
liabilities.  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 has made no payments and no formal
demand for payment  has been  received by the Company and in the event that this
occurs the Company will be pursuing former Directors for payment in this matter.
If  this   situation   escalates  and  the  Company   cannot  collect  from  its
indemnifiers, the company may have to pay any money that becomes due.

On March 17, 2003 the  Company  purchased  67 mining  claims and certain ore and
waste processing technologies.  In compliance with the purchase agreements,  the
vendors were obligated to deliver  exploration and metallurgical data to support
the  representations  made about the  processing  technologies  and claims.  The
Vendors neglected to deliver this documentation. Subsequent to December 31, 2003
the Company has canceled the purchase agreements and is currently evaluating its
legal options in claiming damages based on misrepresentation.


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

None

                                       4



<PAGE>



PART II


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 5,341,523 shares
issued and outstanding as of December 31, 2003.  There are currently  issued and
outstanding  2,841,523 as of February 25, 2004. 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, 2003 there are 191,140  outstanding  gold warrants.  One Gold
Warrant was attached to each common share issued through private placements. The
conditions  of the  warrants  are  determined  according  to  when  the  private
placement shares were issued:

    (i)   A total of  125,100  common  restricted  shares  were  issued  through
          private  placements during April, May and July, 2003. One Gold Warrant
          per share was attached to each common share. This allows each investor
          the right to  purchase  0.03215  oz. of gold for each share  purchased
          from  the  Company  at a 25%  discount  to the  New  York  spot  price
          calculated  on the  day the  warrant  is  exercised.  The  warrant  is
          non-transferable and is a conditional warrant in that the Company must
          first  produce  gold  in  "sufficient"  quantities  before  it  can be
          exercised. The Gold Warrant shall expire sixty months from the date of
          acceptance  of the  agreement.  "Sufficient"  quantities is defined in
          each contract as the economic  recovery of at least 250,000  ounces of
          gold  which  belong  solely to the  Company,  and gold  which has been
          recovered  using the Xerion  Reaction System and that such exercise of
          the Gold  Warrants  will not  endanger  the  ability of the Company to
          finance or support its immediate operational plan.

    (ii)  A total of 17,040 common restricted shares were issued through private
          placements during August. One Gold Warrant was attached to each common
          share under the same contractual agreement as above. However, the Gold
          Warrant allows each investor the right to purchase  0.0643 oz. of gold
          for each share purchased

    (iii) A total  of  98,000  common  restricted  shares  were  issued  through
          private  placements during December.  One Gold Warrant was attached to
          each common share, allowing each investor the right to purchase 0.0643
          oz.  of gold  for  each  share  purchased  under  similar  contractual
          agreements as above. The use of the Gold Warrant need not be dependent
          on extracting the gold using the XRS process.

A new stock option plan was adopted for 2003 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;


                                       5



<PAGE>

b)  Company  granted  475,000  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.

d) As of December 31, 2003, the Company  cancelled the issue of stock options to
3 of the officers of the Company and one consultant. There are 125,000 remaining
stock  options  outstanding  which are  available to the  President & CEO of the
Company and a director of the Company.

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.

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 2003              Low               High
------------------            --------          --------
First Quarter                 $   0.51          $   0.55
Second Quarter                $   0.55          $   5.00
Third Quarter                 $   1.01          $   4.15
Fourth Quarter                $   2.00          $   5.50


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



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.


PREFERRED STOCK

As of  December  31,  2003 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.

                                       6



<PAGE>


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, Plano, Texas. 75093.


ITEM 6 - MANAGEMENT DISCUSSION AND PLAN OF OPERATION

(1) 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.

(2) Results of Operations, Liquidity and Capital Resources

On March 17, 2003 the  Company  purchased  67 mining  claims and certain ore and
waste processing technologies.  In compliance with the purchase agreements,  the
vendors were obligated to deliver  exploration and metallurgical data to support
the  representations  made about the  processing  technologies  and claims.  The
Vendors neglected to deliver this documentation. Subsequent to December 31, 2003
the Company has canceled the purchase agreements and is currently evaluating its
legal options in claiming damages based on  misrepresentation.  The cancellation
of the purchase  agreements  results in a reimbursement of 2.5 million shares to
the company,  which  substantially  reduced the issued and outstanding shares of
the Company.


GENERAL BUSINESS OVERVIEW

Over the past four months the Company has been working with Dr. David Dreisinger
(1), a  specialist  consultant  in the field of  hydrometallurgy.  This work has
included a  research  project  focused of  developing  a viable  alternative  to
cyanide for the gold mining industry.

As a result of this research  project,  Dr.  Dreisinger has  identified  certain
chemical  conditions in the  application of certain  non-toxic  reagents that he
believes  could  lead to a  significant  breakthrough  in the  development  of a
replacement for cyanide.

                                       7



<PAGE>


Cyanide  is  currently  used to  extract  in excess of 80% of the  world's  gold
production.  Cyanide is widely known to be toxic and dangerous to work with (2).
Due to many accidental spills of cyanide into lakes, streams and drinking water,
the use of cyanide has come under close  scrutiny by  environmental  regulators.
Public  awareness of the  perceived  dangers has led to the use of cyanide being
banned or  severely  restricted  in some areas of the world,  thus  providing  a
commercial  opportunity for alternative  gold extraction  systems.  For example,
Canyon Resources has a 10.9 million ounce gold deposit that is currently impeded
from development by the anti-mining initiative, I-137, which bans development of
new gold and silver mines which use open-pit mining and cyanide in the treatment
and recovery process in the State of Montana (3).

To date,  no  alternative  gold  extraction  system has found  broad  commercial
success due to associated problems with chemistry and/or economics (4).

It is Xerion's goal to develop a less toxic alternative to cyanide for the gold
mining industry. There is currently little market for cyanide alternatives due
to the wide use of cyanide and its strong market dominance. However, due to the
current regulatory climate, it is possible that substantial proof of concept by
a less toxic alternative could result in adoption by the mining industry.

Dr.  Dreisinger has identified and proposed  certain  chemical  conditions under
which selected non-toxic reagents could potentially operate economically, at the
same time avoid known handicaps  previously  associated  with such chemistry.  A
substantial  review of related  literature and existing patents has not revealed
any other work that has utilized  these  proposed  chemical  conditions.  Xerion
continues to examine the large body of knowledge  associated with this chemistry
in the search for potential  conflicts that might hinder the success of a patent
application.

The Company is currently in discussions  with Dr.  Dreisinger and the University
of British  Columbia (5) regarding  the necessary  bench scale lab work to prove
out Dr. Dreisinger's hypothesis.


(1) www.mmat.ubc.ca/units/bioh/people/dreisinger/dreisinger.html
(2) www.cyanidecode.org/library/cn_facts_health.html
(3) www.canyonresources.com/projects/mcdon.html
(4) http://technology.infomine.com/enviromine/publicat/cyanide.pdf
(5) www.mmat.ubc.ca/research/groups/hydromet.htm


                                       8



<PAGE>

RISK FACTORS AND FORWARD LOOKING STATEMENTS


Certain statements herein,  including those regarding  production,  plans, 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  viable products (including the
ability to overcome  technical  hurdles that may arise),  in meeting  applicable
existing  or  new  regulatory   standards,   in  receiving  required  regulatory
approvals,   in  obtaining  necessary  patents  and  licenses,   validating  the
technology to industry standards,  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.  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 has no revenues and is therefore
more  vulnerable  to  business  failure  than  other more  developed  companies.
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.

Management  recognizes that additional funds through additional private sales of
Company stock,  capital  contributions  from existing  significant  shareholders
and/or  loans from  existing  significant  shareholders  will be required in the
future.  However,  there can be no  assurance  that the Company  will be able to
obtain additional funds to support the Company's liquidity requirements or, that
such funding, if available, will be obtained on terms favorable to or affordable
by the Company.

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.  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.

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.

                                       9


<PAGE>


RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

Revenues. The Company currently has no revenues from operations, and the Company
does not  anticipate  that it will  generate  any  revenues  until it can either
successfully  validate its  technology  to the  industry or put its  prospective
projects  into  production.  Management  continues  to be  actively  involved in
negotiations  to  secure  sufficient  equity  financing  to fund  the  Company's
business plan and to ensure the generation of future revenues.

General and Administrative  Expense. For the financial year of 2003, we reported
general and administrative  expense of $512,174, an increase of $129,077, or 34%
from $383,097 reported in the prior year. The increase  primarily  resulted from
stock based  compensation  of issuing shares to newly  recruited  management and
contract  consultants.  Donates  services  reflects  the work  performed  by the
president  of the  Company,  which has been  donated and expensed at $20,000 per
month since inception of the Company until September,  totalling  $123,000.  The
additional  expenditure  incurred during the year primarily  related to Investor
Relations, Travel, Legal and Office expenditure.  This expenditure resulted from
the Company's business development  efforts.  There has been a $60,000 charge to
management fees for 2003. This reflects $20,000 accrual per month charge for the
services  provided by the  President  beginning  in October 1, 2003.  Management
intends to keep operating expenses at the lowest possible level.

Selling and Marketing Expense. There was a 100% increase in advertising expenses
for the year of 2003 of $48,186,  compared to the prior year. This resulted from
management's efforts to pursue the Company's business plan.


Business  Development  Expenditure.  Business  Development is a new  expenditure
incurred  by the  Company  for this  year.  $32,133 of the  expense,  relates to
industry and management  consultants.  The consultants have been offering advice
and assistance in business and product development, $45,000 primarily relates to
the write off of the  technology  and  mining  claimes.  The  remaining  $29,379
related to assay testing.


Liquidity and Capital  Resources.  The primary  source of the Company's cash has
been  through  the sale of  equity.  Our cash  increased  $30,688  rom $2,997 at
December  31,2002 to an ending balance of $33,685 at December 31, 2003.  Cash of
$423,450 was raised from the issuance of private placement  shares,  and used to
fund our operating  expenses  activities  of $364,456 and purchase  computer and
office equipment of $28.220.


The  Company  anticipates  raising  additional  funds  from the  sale of  equity
financing  during the current  fiscal year.  Such funds will be used for working
capital.

                                       10


<PAGE>

The Company  believes its current  available cash position is sufficient to meet
its cash needs on a short-term  basis.  The  Company's  ability to continue as a
going concern is dependent upon the Company's  ability in the near future to (i)
raise additional funds through equity  financings,  and (ii) develop  marketable
technology in the mining industry.



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.


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, 2003
                                                                           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


                                       11


<PAGE>


Report of Independent Auditors'

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

We have audited the  accompanying  balance sheets of Xerion  EcoSolutions  Group
Inc. (A  Development  Stage  Company) as of December 31, 2003 and 2002,  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.
(A Development Stage Company), as of December 31, 2003 and 2002, 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 15, 2004



                                       12


<PAGE>




Item 1 - Financial Statements


Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Balance Sheets
                                                         As at         As at
                                                      December 31,  December 31,
                                                          2003          2002
                                                            $             $
                                                        (audited)     (audited)

ASSETS

Current Assets

Cash                                                      33,685        2,997
Prepaid expenses                                           2,636         --
--------------------------------------------------------------------------------
Total Current Assets                                      36,321        2,997

Property, Plant and Equipment (Note 3)                    24,771         --
--------------------------------------------------------------------------------
Total Assets                                              61,092        2,997
--------------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 5(a))                              92,754       41,487
Accrued liabilities                                        5,000        3,000
Loans from a related party (Note 5(d))                     1,014        1,100
--------------------------------------------------------------------------------
Total Current Liabilities                                 98,768       45,587
--------------------------------------------------------------------------------

Commitments and Contingencies (Notes 1,8 and 9)

Stockholders' Deficit

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

Common Stock, 300,000,000 shares authorized,
$0.001 par value 5,341,523 and 392,133 shares issued
and outstanding respectively (Note 4)                      5,342          392

Additional Paid-in Capital                             8,135,742    7,594,262

Stock based compensation                               1,876,171    1,873,815

Donated Capital (Note 5(b))                              126,000        3,000

Deficit Accumulated During the Development Stage     (10,180,931)  (9,514,059)
--------------------------------------------------------------------------------
Total Stockholders' Equity Deficit                       (37,676)     (42,590)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit               61,092        2,997
--------------------------------------------------------------------------------




                                       13


<PAGE>




Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Statements of Operations
(audited)
                                 Accumulated from
                                 November 1, 1985         For the Years
                               (Date of Inception)             Ended
                                 to December 31,            December 31
                                       2003           2003               2002
                                        $              $                  $


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


Expenses

General and Administrative

Accounting and audit                       51,897         21,222          4,875
Amortization                                6,282          3,449           --
Consulting                                154,662        154,662           --
Donated services (Note 5(b))              126,000        123,000          3,000
Financial services                         56,266           --             --
Investor relations                        187,148         16,362           --
Legal                                   1,028,249         15,242           --
Management fees (Note 5(a))               823,000         60,000        271,000
Director fees (Note 5(g))                  12,000         12,000           --
Office                                     54,193         50,557          1,289
Salaries                                  233,878         30,148         99,230
Stock based compensation                1,876,171          2,356           --
Transfer agent and regulatory              23,497          7,316          3,703
Travel and promotion                       22,971         15,860           --
--------------------------------------------------------------------------------

                                        4,656,214        512,174        383,097

Business Development

Consulting                                 32,133         32,133           --
Mining Exploration                         29,379         29,379           --
Write-off of mining claims (Note 6)        25,000         25,000           --
Write-off of technologies (Note 7)         20,000         20,000           --
--------------------------------------------------------------------------------
                                          106,512        106,512           --

Selling and Marketing (Note 5(f))         165,924         48,186           --


Total Expenses                          4,928,650        666,872
--------------------------------------------------------------------------------

Loss from Continuing Operations        (4,928,650)      (666,872)      (383,097)

Loss from Discontinued Operations      (5,252,281)          --            --
--------------------------------------------------------------------------------

Net Loss For the Period               (10,180,931)      (666,872)      (383,097)
--------------------------------------------------------------------------------

Net Loss Per Share - Basic                                 (0.15)         (0.69)
--------------------------------------------------------------------------------

Weighted Average Shares Outstanding                    4,587,000        559,000
--------------------------------------------------------------------------------


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

                                       14

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


--------------------------------------------------------------------------------
                                  Preferred Stock               Common
                                                                 Stock
--------------------------------------------------------------------------------
                                Shares     Amount        Shares       Amount
                                  #          $             #            $
Balance at December 31, 2001                   --            --         392,133
--------------------------------------------------------------------------------
Issuance of common stock for       --          --       2,000,000         2,000
cash
Less proceeds receivable           --          --            --          (2,000)
Extinguishment of debt (Note 5)    --          --            --            --
Reversal of stock-based
compensation pursuant to
options rescinded                  --          --            --            --
Donated Services                   --          --            --            --
Net Loss for the Year              --          --            --            --
--------------------------------------------------------------------------------

Balance at December 31, 2002       --          --       2,392,133           392
Issuance of common stock for
cash                               --          --         240.140           240
Issuance of common stock for
services                           --          --          59,250            59
Issuance of common stock for
mining claims (Note 6)             --          --         500,000           500
Issuance of common stock for
technology rights (Note 7)         --          --       2,000,000         2,000
Proceeds received for shares
issued in prior years              --          --            --           2,000
Exercise of options                --          --         150,000           150
Extinguishment of debt (Note
5(c))                              --          --            --            --
Stock-based compensation           --          --            --            --
Donated services (Note 5(b))       --          --            --            --
Net loss for the year              --          --            --            --
--------------------------------------------------------------------------------
Balance at December 31, 2003       --          --       5,341,523         5,342
--------------------------------------------------------------------------------

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

                                       15


<PAGE>

--------------------------------------------------------------------------------
                                Additional Stock-Based    Donated   Accumulated
                                 Paid-in   Compensation   Capital     Deficit
                                 Capital
--------------------------------------------------------------------------------
                                    $             $           $           $

Balance at December 31, 2001         392     6,750,242   1,873,815   (9,130,962)
--------------------------------------------------------------------------------
Issuance of common stock for      18,000          --          --           --
cash
Less proceeds receivable         (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   7,594,262     1,873,815       3,000   (9,514,059)
Issuance of common stock for
cash                             313,210          --          --           --
Issuance of common stock for
services                          79,420          --          --           --
Issuance of common stock for
mining claims (Note 6)             4,500          --          --           --
Issuance of common stock for
technology rights (Note 7)        18,000          --          --           --
Proceeds received for shares
issued in prior years             18,000          --          --           --
Exercise of options               89,850          --          --           --
Extinguishment of debt (Note
5(c))                             18,500          --          --           --
Stock-based compensation            --           2,356        --           --
Donated services (Note 5(b))        --            --       123,000         --
Net loss for the year               --            --          --       (666,872)
--------------------------------------------------------------------------------
Balance at December 31, 2003   8,135,742     1,876,171     123,000  (10,180,931)
--------------------------------------------------------------------------------

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


                                       16


<PAGE>
<TABLE>
<CAPTION>


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

                           Accumulated from November 1,                        For the Years
                            1985 (Date of Inception) to                            Ended
                                 December 31, 2003                               December 31,
                                                                              2003          2002
                                                                               $             $
                                                                            (unaudited)   (unaudited)
<S>                                                       <C>               <C>            <C>
Cash Flows to Operating Activities

Net loss for the year                                      (10,180,931)      (666,872)      (383,097)

Adjustments to reconcile net loss to cash:

 Amortization                                                   6,282          3,449           --
 Donated services                                             126,000        123,000          3,000
 Stock based compensation                                   5,873,545         81,836           --
 Option agreement written-off                                  15,000           --             --
 Discontinued operations                                      468,835           --             --
 Mineral claims and technology agreement written-off           25,000         25,000           --

Change in non-cash working capital items:

 Increase in prepaid expenses                                  (2,636)        (2,636)          --
 ecrease in accounts payable and accrued liabilities
                                                             836,424         71,767        371,218
---------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                      (2,832,481)      (364,456)        (8,879)
---------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

 Proceeds from shares issued                                2,867,472        423,450           --
 Advances from a related party                                 26,914            (86)         9,600
---------------------------------------------------------------------------------------------------

Net Cash From Financing Activities                          2,894,386        423,364          9,600
---------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities

 Purchase of property, plant and equipment                    (28,220)       (28,220)          --
---------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                         (28,220)       (28,220)          --
---------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                    33,685         30,688            721

Cash - Beginning of Period                                       --            2,997          2,276
---------------------------------------------------------------------------------------------------

Cash - End of Period                                           33,685         33,685          2,997
---------------------------------------------------------------------------------------------------

Non-Cash Financing Activities

 Extinguishment of Debt                                       862,520         18,500        844,020
 Shares issued for services rendered                        3,997,374         79,480           --
 Shares issued pursuant to asset acquisitions                 506,668         25,000           --
---------------------------------------------------------------------------------------------------

Supplemental Disclosures

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

                                       17


<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.
     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".

     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 reverse split is reflected in the financial statements as of the first
     day of the first period presented.

     The Company had entered the business of mine reclamation and  environmental
     remediation  which had  focused on serving  the mining and coal fired power
     plant  industries.  Refer to Notes 6 and 7. On March 17,  2003 the  Company
     purchased   67  mining   claims  and  certain  ore  and  waste   processing
     technologies.  In compliance with the purchase agreements, the vendors were
     obligated  to deliver  exploration  and  metallurgical  data to support the
     representations  made about the  processing  technologies  and claims.  The
     Vendors neglected to deliver this documentation. Subsequent to December 31,
     2003 the Company  cancelled the purchase  agreements  and is evaluating its
     legal  options  in  claiming  damages  based  on   misrepresentation.   The
     cancellation of the purchase  agreements  results in a reimbursement of 2.5
     million shares to the Company,  which will substantially  reduce the issued
     and outstanding shares of the Company.

     The Company has recently  been working with a specialist  consultant in the
     field of hydrometallurgy. This work has included a research project focused
     of developing a viable alternative to cyanide for the gold mining industry.
     The results of this  research  project have  identified  specific  chemical
     conditions in the application of certain non-toxic reagents that could lead
     to a significant  breakthrough  in the  development  of a  replacement  for
     cyanide.  The Company is  currently  evaluating  its options with regard to
     developing this new technology.

     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 execute 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.

                                       18

<PAGE>


2.   Summary of Significant Accounting Policies

     Year End

     The Company's fiscal year end is December 31.

     Basis of Accounting

     These  financial  statements  are prepared in  conformity  with  accounting
     principles  generally  accepted in the United  States and are  presented in
     U.S. dollars.

     Cash and Cash Equivalents

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

     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.

     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.

     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.

     Property, Plant and Equipment

     Property, plant and equipment consists of laboratory and computer equipment
     recorded at cost and amortized on a  straight-line  basis over a three-year
     period.

     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.

                                       19

  )
<PAGE>


     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.

     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.

     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 September,  2003, the Company has no items that
     represent comprehensive loss and, therefore, has not included a schedule of
     comprehensive loss in the financial statements.

     Mineral Properties

     The  Company  capitalizes  the  acquisition  cost  of  mineral  properties.
     Exploration  costs,  such as  prospecting  and  geophysical  analysis,  are
     expensed as incurred,  and  pre-production  development costs are generally
     capitalized  on an individual  property  basis.  These costs,  which do not
     necessarily  reflect  present  values,  are  amortized  over the  estimated
     productive lives of the properties following the commencement of commercial
     production  using  the  unit  of  production   method.  If  a  property  is
     subsequently abandoned,  sold or determined not to be economic, all related
     costs  are  written  down.  It is  reasonably  possible  that  economically
     recoverable  reserves  may not be  discovered  and  accordingly  a material
     portion of the carrying value of mineral  properties  and related  deferred
     exploration  costs could be written off.  Properties  acquired under option
     agreements  whereby payments are made at the sole discretion of the Company
     are recorded in the accounts at such time as the payments are made.


                                       20


<PAGE>


     Foreign Currency Transactions/Balances

     The Company's functional currency is the United States dollar. Occasional
     transactions occur in Canadian currency, and management has adopted SFAS
     No. 52, "Foreign Currency Translation". Monetary assets and liabilities
     denominated in foreign currencies are translated into United States dollars
     at rates of exchange in effect at the balance sheet date. Non-monetary
     assets, liabilities and items recorded in income arising from transactions
     denominated in foreign currencies are translated at rates of exchange in
     effect at the date of the transaction.

     Concentration of Risk

     The Company  maintains its cash account in primarily one commercial bank in
     Vancouver,  British Columbia,  Canada.  The cash accounts are two uninsured
     business checking accounts  maintained in U.S. and Canadian dollars,  which
     totalled $33,685 on December 31, 2003. At December 31, 2003 the Company has
     not  engaged  in  any  transaction  that  would  be  considered  derivative
     instruments on hedging activities.

     Recent Accounting Pronouncements

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS No.150 establishes standards for how an issuer classifies and measures
     certain financial  instruments with characteristics of both liabilities and
     equity . It requires that an issuer classify a financial instrument that is
     within its scope as a liability  (or an asset in some  circumstances).  The
     requirements  of  SFAS  No.  150  apply  to  issuers'   classification  and
     measurement of  freestanding  financial  instruments,  including those that
     comprise  more than one option or forward  contract.  SFAS No. 150 does not
     apply to features that are embedded in a financial instrument that is not a
     derivative  in its  entirety.  SFAS  No.  150 is  effective  for  financial
     instruments  entered into or modified  after May 31, 2003, and otherwise is
     effective at the beginning of the first interim period beginning after June
     15,  2003,  except  for  mandatory  redeemable  financial   instruments  of
     non-public  entities.  It is to be  implemented by reporting the cumulative
     effect of a change in an accounting  principle  for  financial  instruments
     created  before the issuance date of SFAS No. 150 and still existing at the
     beginning of the interim period of adoption.  Restatement is not permitted.
     The adoption of this standard is not expected to have a material  effect on
     the Company's results of operations or financial position.


                                       21


<PAGE>

     In December,  2003, the United States  Securities  and Exchange  Commission
     issued Staff Accounting  Bulletin No. 104,  Revenue  Recognition (SAB 104),
     which supersedes SAB 101, Revenue Recognition in Financial Statements.  The
     primary purpose of SAB 104 is to rescind  accounting  guidance contained in
     SAB 101  related  to  multiple  element  revenue  arrangements,  which  was
     superseded  as a result of the  issuance  of EITF  00-21,,  Accounting  for
     Revenue Arrangements with Multiple  Deliverables.  While the wording of SAB
     104 has  changed  to  reflect  the  issuance  of EITF  00-21,  the  revenue
     recognition  principles of SAB 101 remain largely unchanged by the issuance
     of SAB 104. The  adoption of SAB 104 did not have a material  impact on the
     Company's financial statements.


3.   Property, Plant and Equipment

                           Cost       Accumulated        2003           2002
                             $        Amortization     Net Book       Net Book
                                                        Value           Value
                                                          $               $

Computer equipment         9,207         1,302          7,905             --
Laboratory equipment      19,013         2,147         16,866             --
--------------------------------------------------------------------------------
                          28,220         3,449         24,771             --
--------------------------------------------------------------------------------


4.   Share Capital

     (a)  Common Stock

          On March 17, 2003, the Company 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 13, 2002 pending receipt of funds.

          The  Company  received  $90,000  pursuant  to the  exercise of 150,000
          options at $0.60 per share.

          On April 15, 2003, the Company completed a private placement  offering
          and issuance consisting of 89,000 shares of common stock at a price of
          $1.00 per share to net the Company proceeds of $89,000.

          On May 15, 2003, the Company  completed a private  placement  offering
          and issuance consisting of 21,100 shares of common stock at a price of
          $2.50 per share to net the Company proceeds of $52,750.

          On July 15, 2003, the Company completed a private  placement  offering
          and issuance consisting of 15,000 shares of common stock at a price of
          $2.50 per share to net the Company proceeds of $37,500.

          On July  17,  2003,  the  Company  issued  a total  of  15,000  common
          restricted  shares,  distributed to 3 of its contracting  consultants.
          These  shares were valued at $0.34 per share based on a 30 day average
          rate with a 60% discount rate.

          On August 12,  2003,  the  Company  issued  50,000  common  restricted
          shares,  as a  signing  bonus  for its  newly  recruited  director  of
          Business  Development.  These  shares  were  valued at $0.85 per share
          based on a 30 day average rate with a 60% discount rate.

          On  August  27,  2003,  the  Company  issue a total  of  8,500  common
          restricted  shares,  distributed to 3 of is  contracting  consultants.
          These  shares were valued at $1.63 per share based on a 30 day average
          rate with a 60% discount rate.

          On August 31, 2003, the Company completed a private placement offering
          and issuance consisting of 17,040 shares of common stock at a price of
          $5.00 per share to net the Company proceeds of $85,200.

          On September 12, 2003,  the Company  issued  15,000 common  restricted
          shares,  as a  signing  bonus  for its  newly  recruited  director  of
          Management Systems.  These shares were valued at $2.38 per share based
          on a 30 day average rate with a 60% discount rate.

                                       22


<PAGE>


4.   Share Capital (continued)

     (a)  Common Stock (continued)

          On November 30, 2003, the Company issued 500 common restricted shares,
          in lieu of consulting  fees to a consultant.  These shares were valued
          at $1.20 per share based on a 30 day average  rate with a 60% discount
          rate.

          On December 1, 2003, the Company issued 250 common restricted  shares,
          in lieu of consulting  fees to a consultant.  These shares were valued
          at $1.20 per share based on a 30 day average  rate with a 60% discount
          rate.

          On December 15,  2003,  the Company  issued  5,000  common  restricted
          shares  each to two of its  directors.  A total of 10,000  shares were
          issued in lieu of  directors  fees.  These shares were valued at $1.20
          per share based on a 30 day average rate with a 60% discount rate.

          On  December  31,  2003,  the Company  issue a total of 10,000  common
          restricted shares, distributed to four of its contracting consultants.
          These  shares were valued at $1.20 per share based on a 30 day average
          rate with a 60% discount rate.

          On  December  31,  2003,  the Company  completed  a private  placement
          offering and issuance consisting of 98,000 shares of common stock at a
          price of $0.50 per share to net the Company proceeds of $49,000.



     (b)  Warrants

          i)   Pursuant  to private  placements  the  Company  received  cash of
               $179,250 and issued 125,100  common shares during April,  May and
               July,  2003.  One Gold  Warrant  per share was  attached  to each
               common  share.  This allows each  investor  the right to purchase
               0.03215 oz. of gold for each share  purchased from the Company at
               a 25% discount to the New York spot price  calculated  on the day
               the warrant is exercised.  The warrant is non-transferable and is
               a conditional warrant in that the Company must first produce gold
               in "sufficient"  quantities before it can be exercised.  The Gold
               Warrant  shall expire sixty months from the date of acceptance of
               the  agreement.   "Sufficient"  quantities  is  defined  in  each
               contract as the economic  recovery of at least 250,000  ounces of
               gold which belong solely to the Company,  and gold which has been
               recovered using the Xerion Reaction System and that such exercise
               of the Gold Warrants will not endanger the ability of the Company
               to finance or support its immediate operational plan.

          ii)  Pursuant  to a private  placement  the Company  received  cash of
               $85,200 and issued 17,040 common shares in August, 2003. One Gold
               Warrant  was  attached  to  each  common  share  under  the  same
               contractual  agreement as above. However, the Gold Warrant allows
               each  investor the right to purchase  0.0643 oz. of gold for each
               share purchased.

          iii) Pursuant  to a private  placement  the Company  received  cash of
               $49,000 and issued 98,000 common  shares in December,  2003.  One
               Gold  Warrant was  attached  to each common  share under the same
               contractual  agreement as above. However, the Gold Warrant allows
               each  investor the right to purchase  0.0643 oz. of gold for each
               share  purchased,  and need not have  mined  the gold  using  the
               Xerion Reaction System.


                                       23


<PAGE>




4.   Share Capital (continued)

     (c)  Stock Options

          On March 24, 2003, the Company filed a Form S8 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;

          On March 24, 2003,  the Company  granted  options to purchase  150,000
          shares at an  exercise  price of $0.60 per share under the 2003 NQPlan
          to officers and directors of the Company. These options were exercised
          on March 28, 2003.

          On March 24, 2003,  the Company  granted  options to purchase  325,000
          shares at an  exercise  price of $4.00 per share under the 2003 NQPlan
          to officers and directors of the Company.

          On  December  31,  2003,  the  Company  cancelled  a total of  200,000
          outstanding  stock  options that were  available to 3 of the Company's
          officers and one consultant.

                                                                      Weighted
                                                                       Average
                                                      Weighted        Remaining
                                     Shares            Average      Contractual
                                  Under Option       Option Price       Life
                                       #                  $           (months)

Beginning of year                     --                 --
Granted                            475,000               2.93
Exercised                         (150,000)              0.65
Cancelled                         (200,000)              4.00
--------------------------------------------------------------------------------
End of period                      125,000               4.00             3
--------------------------------------------------------------------------------


Stock based  compensation was calculated using the Black-Scholes  Option Pricing
method with the following assumptions:  expected volatility - 95%; expected life
- 1.0 years; and risk-free rate - 1.18%.


5.   Related Party Transactions and Balances

     a)   On March 20, 2003,  the Company  entered into a five-year  contract to
          retain the current President of the Companyat $20,000 per month.

          Included  in accounts  payable is a balance of $61,470  payable to the
          President of the Company.  Until  October 1, 2003,  the  President has
          been donating his services to the Company,  at which point the Company
          agreed to  remunerate  the  President  at  $20,000  per month of which
          $60,000  is  owed to the  President  as of  December  31,  2003.  Also
          included in accounts  payable is $1,470 to the President  representing
          3% of capital raised in December.

     b)   The Company recognized $123,000 (2002-$3,000) as donated services from
          the President of the Company for services  rendered for the year ended
          December 31, 2003.

                                       24


<PAGE>


     c)   The Company  received  notification  from the President of the Company
          that all  amounts  owing to him are  forgiven  as of March  13,  2003.
          Therefore  $18,500 is included in  Additional  Paid In Capital for the
          period ended September 30, 2003,  representing the  extinguishment  of
          the  debt  owing  to  the  President  of  the  Company.   Due  to  his
          relationship to the Company as principal stockholder,  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.

     d)   The amounts due to the President of the Company  represent  cash loans
          and are non-interest bearing,  unsecured and without specific terms of
          repayment.

     e)   The Company  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 13, 2002.

     f)   The  Company  paid fees of  $41,079,  to a company  controlled  by the
          spouse of the President of the Company,  for  marketing  consultation,
          including logo design,  website strategy,  concept and brochure design
          and printing of collateral marketing materials.

     g)   The Company paid director fees of $12,000 by issuing  10,000 shares at
          $1.20 per share.

6.   Mining Claims

     On March 17, 2003 and subsequently amended on September 4, 2003 the Company
     had  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.  On February 2, 2004,  the Company has  cancelled
     the  agreement  with the  vendors  and is  currently  evaluating  its legal
     options in claiming damages based on misrepresentation.  The 500,000 shares
     issued to the vendors  will be returned to  treasury  and  cancelled.  As a
     result,  the Company made an impairment loss provision of $25,000 in fiscal
     2003.

7.   Technology Rights

     The Company  entered  into an  agreement  to acquire an  option-to-purchase
     certain ore and waste processing technologies (the "Technologies") 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  Technologies.  The  2,000,000  shares  issued by the Company have been
     valued at $0.01 per share or $20,000 in total.  These shares were issued on
     March 21, 2003. On February 2, 2004 the Company,  cancelled  this agreement
     with the vendors and is currently  evaluating its legal options in claiming
     damages  based on  misrepresentation.  The  2,000,000  shares issued to the
     vendors  will be returned  to  treasury  and  cancelled.  As a result,  the
     Company made an impairment loss provision of $20,000 in fiscal 2003.

8.   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.

                                       25


<PAGE>


9.   Commitment

     On July 3, 2003, the Company signed its first contract for the reprocessing
     of thirty  five  million  tons of slag  produced by a copper  smelter  last
     operated by Phelps Dodge in the 1950's.  The slag has been  analyzed by the
     owners and they  represent to the Company that it contains over six million
     ounces  of  recoverable  gold as well as  significant  amounts  of  silver,
     copper,  zinc, iron and silica.  The agreement allowed Xerion six months to
     perform tests on the slag to validate the reported  mineral  content before
     proceeding into production on a 50/50 joint venture basis. Subsequently, an
     independent  assessment  has  been  unable  to  confirm  metal  content  or
     anticipated recoverability and it is unlikely that the project will proceed
     without further substantiation of the owner's claims.

10.  Income Taxes

     The Company has adopted the  provisions of Financial  Accounting  Standards
     Board Statement No. 109 (SFAS 109),  Accounting for Income Taxes.  Pursuant
     to SFAS 109 the Company is required to compute tax asset  benefits  for net
     operating  losses carried forward.  The potential  benefit of net operating
     losses has not been  recognized  in the  financial  statements  because the
     Company  cannot be  assured  that it is more  likely  than not that it will
     utilize the net  operating  losses  carried  forward in future  years.  The
     Company has tax losses of $499,000  and  $380,000  to offset  future  years
     taxable income expiring in fiscal 2017 and 2018 respectively.

     The  components of the net deferred tax asset,  the statutory tax rate, the
     effective tax rate and the elected  amount of the  valuation  allowance are
     scheduled below:

                                    2003              2002
                                      $                 $
      Net Operating Loss           499,000          380,000
      Statutory Tax Rate               34%              34%
      Effective Tax Rate              --               --
      Deferred Tax Asset           169,660          129,220
      Valuation Allowance         (169,660)        (129,200)
--------------------------------------------------------------------------------
      Net Deferred Tax Asset          --               --
--------------------------------------------------------------------------------


ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

There was no change in nor disagreements  with accountants during the year 2003.
Manning  Elliott,  Chartered  Accountants  continues  to  serve  as the  Company
auditors.

ITEM 8A - 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 16, 2004, are sufficient.

     (b)  There have been no changes in internal controls in the previous year.


ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

                                       26


<PAGE>


As of December 20, 2003, Richard Hewlett,  Chief Scientific Officer; Ryan Jones,
Vice  President,   Operations  and  Byron  Knelson,  Vice  President,  Corporate
Development were all relieved of their duties as officers of the Company.

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.


ITEM 10 - EXECUTIVE COMPENSATION

     o    Mr Traub donated  services for the period of March to September valued
          at $123,000. Additionally, $60,000 is payable to Mr Traub for services
          from October to  December.  $1,470 of this has already been paid to Mr
          Traub.
     o    Mr Hewlett and related  company's  were paid a total of $67,452 during
          the  period  from  March to  December,  2003.  The sums  paid  were in
          compensation   for   services   performed   by  Mr  Hewlett   and  the
          reimbursement of associated expenses.

During March,  2003,  the Company  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;  25,000 stock options to Ellen Luthy with an
exercise price of $4.00 per share.

During December,,  2003, the Company cancelled the remaining outstanding options
available to David Thomas (50,000  options),  Richard Hewlett (50,000  options),
Ryan Jones (50,000 options) and Byron Knelson (50,000 options). The cancellation
of the  options  occurred  along  side of the board of  director's  decision  to
relieve these officers of the duties with the Company.


ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The  following  table sets forth,  as of March 11, 2004 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.

                                       27


<PAGE>


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

Ben Traub                          2,001,300    Common         70.43%
Officer and Director

Ellen Luthy
Secretary-Treasurer and Director       6,000    Common          0.002%

Warren C. Gacsi
Director                               5,336    Common          0.002%
0.01%


Group Total: 2,012,636

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.  In March,  2003 he  transferred  these  rights to the
Company for one dollar.

ITEM 13 - EXHIBITS AND REPORTS ON FROM 8-K

(DOCUMENTS INCORPORATED BY REFERENCE)

(a)  Form S-8 Registration Statement filed with the U.S. Securities and Exchange
     Commission  March 24, 2003 to  register  1,000,000  shares of common  stock
     pursuant to the  Company's  2003  Non-qualifying  Stock  Option Plan ("2003
     NQPlan").

(b)  Reports on Form 8-K:


     i.   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.
     ii.  File d June 4, 2003 reporting that the Company has signed an agreement
          with a premier  intermediate gold mining company for onsite validation
          of its  patent-pending  Xerion  Reaction System (XRS). A test protocol
          was pursued  however  results  appeared to be skewed.  That particular
          test  protocol  was  shelved  and  further  analysis by the Company is
          currently underway.
     iii. Filed July 14,  2003.  The  Company  has signed a binding  preliminary
          agreement  for the  reclamation  of a smelter slag project in Arizona.
          The agreement allows Xerion six months to perform tests on the slag to
          validate  the  reported   mineral   content  before   proceeding  into
          production on a 50/50 joint venture  basis.  Subsequent to the filing,
          an independent  assessment has been unable to confirm metal content or
          anticipated  recoverability  and it is unlikely  that the project will
          proceed without further substantiation of the owner's claims.

                                       28


<PAGE>


     iv.  Filed November 19, 2003. The Company has received  preliminary results
          from  an  independent   review  of  the  patent   application  of  XRS
          technology.  The  review  confirmed  that  the  chemistry  surrounding
          Xerion's  technology  is  valid  and  that  a  process  patent  was  a
          worthwhile  objective.  However, he stated that the content and claims
          in the patent must be substantiated  with more extensive test work. He
          further  stated that some of this  rigorous test data has not yet been
          supplied to him and that he could not  confirm  all of the  claims.  A
          representative  of the  Sellers  assures  management  that  scientific
          documents  do exist to validate  the claims.  He has  promised to send
          those papers to the independent  consultant for review.  Management is
          awaiting the results of the review of these documents.  The consultant
          went on to say  that  Xerion's  chosen  leaching  techniques  are very
          promising  and  that no one in the  market  currently  holds a  unique
          position in that area for the  leaching of gold.  Although  the review
          was  conducted for the primary  purpose of enhancing  the patent,  the
          findings  indicate  the  possibility  that  the  technology  is not as
          developed as previously understood by the Company.
     v.   Filed  February  9: On January 7, 2004,  the  Company  received  final
          results from an independent  review of its patent  application for XRS
          technology.   The  review  was  conducted  by  Dr.  David  Dreisinger,
          President of Dreisinger Consulting Inc. who is a specialist consultant
          in the field of hydrometallurgy. Dr. Dreisinger confirmed that much of
          the  chemistry  surrounding  XRS  technology  is known to be valid but
          pointed out that these valid components  appear to have been developed
          by  parties  other than the  Vendors.  The  Vendors of the  technology
          (Byron Knelson,  Ryan Jones,  Richard Hewlett)  previously  maintained
          that a new component of the chemistry,  purportedly developed by them,
          adds  significant  value to the existing body of  knowledge.  However,
          documents supplied to Dr. Dreisinger by the Vendors have not confirmed
          their claims. The required test work appears to be either insufficient
          or  non-existent.  This is contrary to numerous and specific  previous
          representations  made by the Vendors  that  'extensive  test work' had
          been  conducted,  which verified  their claims.  It is unknown at this
          time whether reliable  scientific test work was actually  conducted by
          the  Vendors  prior to selling  the  technology  to the  company.  The
          Vendors were given ample  opportunity  to respond to Dr.  Dreisinger's
          report with further evidence in support of their claims, however, they
          have failed to do so. The Company has cancelled the purchase agreement
          with the vendors and is taking  steps for recovery of shares that were
          granted to them. Additionally, the company is currently evaluating its
          legal  options  for  return of funds  expended  in  reliance  upon the
          vendor's representations.  On March 17, 2003, the company entered into
          agreement  to purchase  67 mining  claims from  Richard  Hewlett.  Mr.
          Hewlett was to deliver  documentation of his previous exploration work
          on the  properties  to the  company.  He has  neglected  to do so. The
          company has cancelled this purchase agreement and recovered the shares
          that were granted related to the purchase price.


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

                             2003            2002
                            -------         -------

Audit Fees                  $11,197         $ 4,625
Audit-Related Fees             --              --
Tax Fees                       --              --
All Other Fees                 --              --

                                       29


<PAGE>


SIGNATURES

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

Xerion EcoSolutions Group Inc.

By Ben Traub

/s/ "Ben Traub"
----------------------
Ben Traub, President
Dated: March 29, 2003


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


By Ben Traub

/s/ "Ben Traub"
----------------------
Ben Traub, President
Dated: March 29, 2003


By  Ellen Luthy


/s/ "Ellen Luthy"
----------------------
Ellen Luthy, Secretary
Dated: March 29, 2004


                                       30