XERION ECOSOLUTIONS GROUP INC.
                            (Formerly IMMULABS CORP)



                               Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: April 18, 2004
                          Period End: December 31, 2004


                Primary Exchange: Over the Counter Bulletin Board
                                  Ticker: XECO



















<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

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

           (Fee required) For the fiscal year ended December 31, 2004

                         Commission File Number: 0-26760

                         XERION ECOSOLUTIONS GROUP INC.

        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.

State issuer's revenues for its most recent year: $Nil

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 8, 2005 $224,908.05.

State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date: March 8, 2005, 2,841,523 common shares

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

2. Description of Property

3. Legal Proceedings

4. Submission of Matters to a Vote of Shareholders


PART 11

5. Market for Common Equity and Related Stockholder Matters

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

7. Financial Statements

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

8A. Controls & Procedures


PART III

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

10. Executive Compensation

11. Security Ownership of Certain Beneficial Owners and Management

12. Certain Relationships and Related Transactions

13. Exhibits and Reports on Form 8-K

14. Principal Accountant Fees & Services

Signatures

<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.  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 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.  The  prospects of  developing  and
bringing  to market a  technology  of this  magnitude  may exceed the  company's
ability and  management is evaluating  the  possibility of merging with another,
more established company with existing operations and cash flow.

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


<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

The Company does not own any property as of December 31, 2004; 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 is 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 the Company
has received no formal  demand for payment 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.

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

None

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 2,841,523 shares
issued and outstanding as of December 31, 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, 2004 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 (XRS) and
that such  exercise of the Gold  Warrants  will not  endanger the ability of the
Company to finance or support its immediate  operational  plan. The cancellation
of the purchase agreement to acquire the XRS, effectively renders these warrants
unexercisable,  since it is no longer  possible  for the Company to extract gold
using the XRS.

<PAGE>

(ii) A total of 17,040  common  restricted  shares were issued  through  private
placements  during  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  0.0643oz  of gold for each share
purchased.  The  cancellation  of the  purchase  agreement  to acquire  the XRS,
effectively renders these warrants unexercisable, since it is no longer possible
for the Company to extract gold using the XRS.

(iii) A total of 98,000 common  restricted  shares were issued  through  private
placements  during  December  2003. 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;

b) All stock options previously issued and valid as of December 31, 2003 expired
during 2004.

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.

                                    Common Stock

Calendar year 2004                 Low        High
--------------------------       --------   --------
First Quarter                     $ 1.75     $ 1.75
Second Quarter                    $ 1.58     $ 1.58
Third Quarter                     $ 0.68     $ 0.68
Fourth Quarter                    $ 0.16     $ 0.16

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

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.

<PAGE>

PREFERRED STOCK

As of  December  31,  2004 there were no shares of  Preferred  stock  issued and
outstanding.  During  the year  2000,  482,815  shares of  Preferred  stock were
converted  to  common  stock on the  books of the  Company,  under the terms and
conditions of said Preferred stock.

Dividends

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

Transfer Agent

The Registrant's  Transfer Agent is Signature Stock Transfer,  Inc.,  located at
2301 Ohio Dr., Suite 100, 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 1, 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.  The cancellation of the purchase
agreements  resulted 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

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.

The  prospects  of  developing  and  bringing  to  market a  technology  of this
magnitude may exceed the  company's  ability and  management  is evaluating  the
possibility  of merging with  another,  more  established  company with existing
operations and cash flow.

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

<PAGE>

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.  The  Company is  currently  in
discussions with Dr. Dreisinger (5) regarding the necessary bench scale lab work
to prove out Dr. Dreisinger's hypothesis. If an agreement with Dr. Dreisinger is
consummated,  research work is  anticipated  to take place at the  University of
British Columbia.

(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

Regardless of whether the Company successfully  completes the above-contemplated
research,  Management  intends to evaluate merger  prospects with privately held
companies.

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  new
technologies   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.

<PAGE>

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

Revenues. The Company currently has no revenues from operations, and the Company
does not anticipate that it will generate any revenues until it can successfully
create, validate and protect a technology.

Total  Expenses/Net  Loss.  For  2004,  the  Company  had a net loss of  102,650
compared to a loss of $666,872 in 2003. The  significant  decrease is mainly due
to the Company having very minimal business  operations in 2004 due to a lack to
cash. In the prior year,  the Company was able to raise a significant  amount of
funds and began to implement its business plan.

Management  Fee Expense.  The single  largest  expense was a  management  fee of
$5,000 per month accrued to the Company's President.

Liquidity and Capital  Resources:  The primary  source of the Company's cash has
been loans form the  Company's  president.  Our cash  decreased  by $31,352 from
$33,685 at  December  31, 2003 to an ending  balance of $2,333 at  December  31,
2004.  As at December 31,  2004,  the Company has a working  capital  deficit of
$145,162 compared to a deficit of $62,447 as at December 31, 2003.

The  primary  source of the  Company's  cash has been loans  from the  Company's
President.

The Company does not have sufficient cash on hand to fund its operations for the
next twelve months.  The Company  expects to fund itself through the sale of its
shares  and  through  continued  financial  support  from the  President  of the
Company.  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 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 Robert Skanes.




<PAGE>

ITEM 7 - FINANCIAL STATEMENTS:

The required accompanying financial statements follow:


Xerion EcoSolutions Group Inc.
(A Development Stage Company)



Report of Independent Registered Public Accounting Firm .....................F-1

Balance Sheets...............................................................F-2

Statements of Operations.....................................................F-3

Statements of Cash Flows.....................................................F-4

Statement of Stockholders' Equity............................................F-5

Notes to the Financial Statements............................................F-6





<PAGE>

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


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, 2004 and 2003,  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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 audits provide
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, 2004 and 2003, 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

Chartered Accountants

Vancouver, Canada

April 7, 2005


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)



                                                                   As at          As at
                                                               December 31,    December 31,
                                                                   2004            2003
                                                                     $               $
<S>                                                            <C>             <C>
ASSETS

Current Assets

Cash                                                                  2,333          33,685
Prepaid expenses                                                       --             2,636
-------------------------------------------------------------------------------------------
Total Current Assets                                                  2,333          36,321

Property and Equipment (Note 3)                                       4,836          24,771
-------------------------------------------------------------------------------------------
Total Assets                                                          7,169          61,092
===========================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 6(b))                                        142,553          92,754
Accrued liabilities                                                   4,942           5,000
Due to a related party (Note 6(c))                                     --             1,014
-------------------------------------------------------------------------------------------
Total Current Liabilities                                           147,495          98,768
-------------------------------------------------------------------------------------------


Stockholders' Deficit

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

Common Stock (Note 7), 300,000,000 shares authorized,
$0.001 par value 2,841,523 and 5,341,523 shares issued
and outstanding respectively                                          2,842           5,342

Additional Paid-in Capital                                       10,014,413      10,011,913

Donated Capital (Note 6(d))                                         126,000         126,000

Deficit Accumulated During the Development Stage                (10,283,581)    (10,180,931)
-------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                        (140,326)        (37,676)
-------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                           7,169          61,092
===========================================================================================
</TABLE>



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

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

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)



                                                     Accumulated from
                                                     November 1, 1985            For the Years
                                                    (Date of Inception)              Ended
                                                     to December 31,              December 31,
                                                           2004               2004           2003
                                                            $                   $              $
<S>                                                 <C>                    <C>            <C>

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


Expenses

  Depreciation                                                    9,351          3,069          3,449
  Impairment loss on intangible asset                            20,000           --           20,000
  Loss on disposal of property and equipment                      7,866          7,866           --
  Management services (Note 6(a))                             1,009,000         60,000        183,000
  Mining exploration                                             54,379           --           54,379
  Professional fees                                           1,093,233         13,087         36,464
  Selling, general and administrative (Note 6(f))               881,820         18,628        287,744
  Stock-based compensation                                    1,955,651           --           81,836
-----------------------------------------------------------------------------------------------------

Total Expenses                                                5,031,300        102,650        666,872
-----------------------------------------------------------------------------------------------------

Loss from Continuing Operations                              (5,031,300)      (102,650)      (666,872)

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

Net Loss                                                    (10,283,581)      (102,650)      (666,872)
=====================================================================================================

Net Loss Per Share - Basic and Diluted                                           (0.03)         (0.13)
=====================================================================================================

Weighted Average Shares Outstanding                                          3,050,000      5,342,000
=====================================================================================================
</TABLE>


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

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)



                                                          Accumulated from
                                                          November 1, 1985
                                                        (Date of Inception)       For the years ended
                                                          to December 31,             December 31,
                                                               2004               2004           2003
                                                                 $                  $              $
<S>                                                     <C>                    <C>            <C>
Cash Flows from Operating Activities

Net loss                                                        (10,283,581)      (102,650)      (666,872)

Adjustments to reconcile net loss to net cash used in
operating activities

Depreciation                                                          9,351          3,069          3,449
Discontinued operations                                             468,835           --             --
Donated management services                                         126,000           --          123,000
Impairment loss on intangible asset                                   5,000           --            5,000
Loss on disposal of property and equipment                            7,866          7,866           --
Option agreement written-off                                         15,000           --             --
Shares issued for mining claims                                      20,000           --           20,000
Stock-based compensation                                          5,873,545           --           81,836

Changes in operating assets and liabilities

Prepaid expenses                                                       --            2,636         (2,636)
Accounts payable and accrued liabilities                            886,165         49,741         71,767
---------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                            (2,871,819)       (39,338)      (364,456)
---------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities

  Proceeds on disposal of property and equipment                      9,000          9,000           --
  Purchase of property and equipment                                (28,220)          --          (28,220)
---------------------------------------------------------------------------------------------------------

Net Cash Used in (From) Investing Activities                        (19,220)         9,000        (28,220)
---------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Advances from (repayment to) related party                           25,900         (1,014)           (86)
  Proceeds from shares issued                                     2,867,472           --          423,450
---------------------------------------------------------------------------------------------------------

Net Cash From Financing Activities                                2,893,372         (1,014)       423,364
---------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                           2,333        (31,352)        30,688

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

Cash - End of Period                                                  2,333          2,333         33,685
=========================================================================================================
Non-cash Investing and Financing Activities

Extinguishment of debt                                              862,520           --           18,500
Shares issued for services rendered                               3,997,374           --           79,480
Shares issued pursuant to asset acquisitions                        486,668           --            5,000
Shares issued for mining claims                                      20,000           --           20,000
=========================================================================================================
Supplemental Disclosures

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


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

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

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
(expressed in U.S. dollars)


                                                                             Additional
                                                       Common Stock            Paid-in       Donated     Accumulated
                                                  Shares         Amount        Capital       Capital       Deficit         Total
                                                    #              $              $             $             $              $
<S>                                            <C>             <C>           <C>           <C>           <C>            <C>
Balance at December 31, 2002                     2,392,133            392      9,468,077         3,000    (9,514,059)       (42,590)
Issuance of common stock for cash                  240,140            240        313,210          --            --          313,450
Issuance of common stock for services               59,250             59         79,420          --            --           79,479
Issuance of common stock for mining claims         500,000            500          4,500          --            --            5,000
Issuance of common stock for technology
  rights                                         2,000,000          2,000         18,000          --            --           20,000
Proceeds received for shares issued in prior
  years                                               --            2,000         18,000          --            --           20,000
Exercise of options                                150,000            150         89,850          --            --           90,000
Extinguishment of debt                                --             --           18,500          --            --           18,500
Stock-based compensation                              --             --            2,356          --            --            2,356
Donated services                                      --             --             --         123,000          --          123,000
Net loss for the year                                 --             --             --            --        (666,872)      (666,872)
-----------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2003                     5,341,523          5,342     10,011,913       126,000   (10,180,931)       (37,676)
Cancellation of common stock for mining
  claims (Note 6)                                 (500,000)          (500)           500          --            --             --
Cancellation of common stock for technology
  rights (Note 5)                               (2,000,000)        (2,000)         2,000          --            --             --
Net loss for the year                                 --             --             --            --        (102,650)      (102,650)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2004                     2,841,523          2,842     10,014,413       126,000   (10,283,581)      (140,326)
===================================================================================================================================
</TABLE>





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

                                      F-5
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)



1.   Nature of Operations and Continuance of Business

     Xerion EcoSolutions Group Inc. (the "Company"),  was initially incorporated
     as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of
     Colorado. The shares of the Company currently trade on the Over the Counter
     Bulletin Board under the ticker symbol "XECO".

     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 4 and 5. 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.  In February  2004 the
     Company cancelled the purchase agreements. The cancellation of the purchase
     agreements  resulted  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 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  had a working  capital  deficit of  $145,162  as at
     December 31, 2004 and has an accumulated  deficit of $10,283,581  since its
     inception.  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.


2.   Summary of Significant Accounting Policies

     a)   Basis of Accounting and Year End

          These financial  statements are prepared in conformity with accounting
          principles  generally  accepted in the United States and are presented
          in U.S. dollars. The Company's fiscal year end is December 31.

     b)   Use of Estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States 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.

     c)   Cash and Cash Equivalents

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


<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of  Significant  Accounting  Policies  (continued)

     d)   Property and Equipment

          Property and equipment  consists of laboratory and computer  equipment
          recorded at cost and  depreciated  on a  straight-line  basis over the
          estimated useful life of three years.

     e)   Long-lived Assets

          In accordance  with  Financial  Accounting  Standards  Board  ("FASB")
          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  144,
          "Accounting for the Impairment or Disposal of Long-Lived Assets",  the
          carrying  value of intangible  assets and other  long-lived  assets is
          reviewed  on  a  regular   basis  for  the   existence   of  facts  or
          circumstances that may suggest  impairment.  The Company recognizes an
          impairment when the sum of the expected undiscounted future cash flows
          is less than the carrying amount of the asset.  Impairment  losses, if
          any, are  measured as the excess of the  carrying  amount of the asset
          over its estimated fair value. f) Financial Instruments

          Financial  instruments which include cash,  accounts payable,  accrued
          liabilities  and due to related  party were  estimated to  approximate
          their carrying  values due to the immediate or short-term  maturity of
          these financial instruments.

     g)   Mineral Property Costs

          The Company is engaged in the acquisition, exploration and development
          of mining  properties.  Mineral  property  acquisition and exploration
          costs are expensed as  incurred.  When it has been  determined  that a
          mineral  property  can  be  economically  developed  as  a  result  of
          establishing  proven and  probable  reserves,  the costs  incurred  to
          develop such property,  are capitalized.  Such costs will be amortized
          using the  units-of-production  method over the estimated  life of the
          probable reserve.

     h)   Income Taxes

          Potential  benefits  of income tax losses  are not  recognized  in the
          accounts  until  realization  is more likely than not. The Company has
          adopted  SFAS  No.  109,  "Accounting  for  Income  Taxes",  as of its
          inception. Pursuant to SFAS No. 109 the Company is required to compute
          tax asset benefits for net operating losses carried forward. Potential
          benefit of net  operating  losses  have not been  recognized  in these
          financial  statements because the Company cannot be assured it is more
          likely  than not it will  utilize  the net  operating  losses  carried
          forward in future years.

     i)   Foreign Currency Transactions

          The Company's  functional and reporting  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.

     j)   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.


                                      F-7
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Policies (continued)

     k)   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.

     l)   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 December 31, 2004 and 2003,  the
          Company has no items that represent comprehensive loss and, therefore,
          has not  included a schedule of  comprehensive  loss in the  financial
          statements.

     m)   Recent Accounting Pronouncements

          In December 2004, the Financial  Accounting  Standards  Board ("FASB")
          issued SFAS No. 123  (Revised  2004) ("SFAS No.  123R"),  "Share-Based
          Payment." SFAS No. 123R requires that the  compensation  cost relating
          to  share-based  payment   transactions  be  recognized  in  financial
          statements.  That cost will be measured based on the fair value of the
          equity or liability  instruments  issued. SFAS No. 123R represents the
          culmination of a two-year effort to respond to requests from investors
          and many others that the FASB improve the accounting  for  share-based
          payment  arrangements  with  employees.  The  scope of SFAS  No.  123R
          includes  a  wide  range  of  share-based  compensation   arrangements
          including  share options,  restricted  share plans,  performance-based
          awards,  share appreciation rights, and employee share purchase plans.
          SFAS No. 123R  replaces  SFAS No.  123,  "Accounting  for  Stock-Based
          Compensation",  and  supersedes  APB Opinion No. 25,  "Accounting  for
          Stock  Issued to  Employees".  SFAS No. 123, as  originally  issued in
          1995,   established  as  preferable  a   fair-value-based   method  of
          accounting  for  share-based  payment   transactions  with  employees.
          However, that statement permitted entities the option of continuing to
          apply the guidance in APB Opinion No. 25, as long as the  footnotes to
          the financial statements disclosed what net income would have been had
          the  preferable  fair-value-based  method  been used.  Although  those
          disclosures helped to mitigate the problems associated with accounting
          under APB Opinion No. 25, many  investors and other users of financial
          statements believed that the failure to include employee  compensation
          costs   in   the   income   statement   impaired   the   transparency,
          comparability,   and  credibility  of  financial  statements.   Public
          entities that file as small business issuers will be required to apply
          Statement  123R in the first interim or annual  reporting  period that
          begins after  December 15, 2005.  The adoption of this standard is not
          expected  to  have a  material  impact  on the  Company's  results  of
          operations or financial position.



                                      F-8
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)



2.   Summary of Significant Accounting Policies (continued)

     m)   Recent Accounting Pronouncements (continued)

          In  December  2004,  the FASB  issued  SFAS  No.  153,  "Exchanges  of
          Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No. 153
          is the  result of a broader  effort by the FASB to  improve  financial
          reporting by eliminating differences between GAAP in the United States
          and GAAP developed by the  International  Accounting  Standards  Board
          (IASB).  As part of this  effort,  the FASB  and the  IASB  identified
          opportunities to improve  financial  reporting by eliminating  certain
          narrow differences between their existing accounting  standards.  SFAS
          No.  153 amends  APB  Opinion  No.  29,  "Accounting  for  Nonmonetary
          Transactions",  that was issued in 1973. The  amendments  made by SFAS
          No.  153 are based on the  principle  that  exchanges  of  nonmonetary
          assets  should  be  measured  based  on the fair  value of the  assets
          exchanged.  Further, the amendments eliminate the narrow exception for
          nonmonetary exchanges of similar productive assets and replace it with
          a broader  exception for exchanges of  nonmonetary  assets that do not
          have "commercial substance."  Previously,  APB Opinion No. 29 required
          that the  accounting  for an  exchange  of a  productive  asset  for a
          similar  productive  asset or an  equivalent  interest  in the same or
          similar productive asset should be based on the recorded amount of the
          asset  relinquished.  The  provisions in SFAS No.153 are effective for
          nonmonetary  asset  exchanges  occurring in fiscal  periods  beginning
          after June 15, 2005. Early application is permitted and companies must
          apply the  standard  prospectively.  The  effect of  adoption  of this
          standard is not  expected to have a material  impact on the  Company's
          results of operations and financial position.

          The FASB has also issued SFAS No. 151 and 152,  but they will not have
          any  relationship  to the  operations  of the  Company.  Therefore,  a
          description  and its impact for each on the Company's  operations  and
          financial position have not been disclosed.

     n)   Reclassifications

          Certain reclassifications have been made to the prior year's financial
          statements to conform to the current year's presentation.


3.   Property and Equipment
                                                          2004          2003
                                        Accumulated       Net Book      Net Book
                             Cost       Depreciation      Value         Value
                             $          $                 $             $

     Computer equipment      9,207      4,578             4,629         7,905
     Laboratory equipment     --         --                --          16,866
     ---------------------------------------------------------------------------
                             9,207      4,578             4,629        24,771
     ===========================================================================



4.   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  cancelled the
     agreement  with the vendors.  The 500,000 shares issued to the vendors were
     returned to treasury and cancelled.



                                      F-9
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)



5.   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 $1. 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.  The  2,000,000  shares  issued to the  vendors  were  returned to
     treasury and cancelled.  As a result,  the Company made an impairment  loss
     provision of $20,000 in fiscal 2003.


6.   Related Party Transactions

     a)   The Company  accrued  $60,000 (2003 - $60,000) to the President of the
          Company for management services rendered.

     b)   Included in accounts payable is a balance of $120,000 (2003 - $61,470)
          payable to the President of the Company.

     c)   The amount of $Nil (2003 - $1,014) due to the President of the Company
          is non-interest bearing, unsecured and due on demand.

     d)   In 2003 the Company  recognized  $123,000 of donated services received
          from the President of the Company.

     e)   In 2003, the President of the Company  forgave $18,500 in debt owed to
          him by the  Company.  This amount was recorded as  additional  paid-in
          capital.

     f)   In 2003, 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.


7.   Common Stock

     a)   Private Placements

          i)   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.

          ii)  On April 15, 2003,  the Company  issued  89,000  shares of common
               stock at a price of $1.00 per share to net the  Company  proceeds
               of $89,000.

          iii) On May 15, 2003, the Company issued 21,100 shares of common stock
               at a price of $2.50  per  share to net the  Company  proceeds  of
               $52,750.

          iv)  On July 15,  2003,  the Company  issued  15,000  shares of common
               stock at a price of $2.50 per share to net the  Company  proceeds
               of $37,500.




                                      F-10
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)




7. Common Stock (continued)

     a)   Private Placements (continued)

          v)   In April, May and July 2003, a total of 125,100 common restricted
               shares were issued through private  placements.  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 (XRS) and that such exercise of the Gold Warrants
               will not  endanger  the  ability  of the  Company  to  finance or
               support its immediate  operational  plan. The cancellation of the
               purchase agreement to acquire the XRS,  effectively renders these
               warrants  unexercisable,  since it is no longer  possible for the
               Company to extract gold using the XRS.

          vi)  In August 2003, a total of 17,040 common  restricted  shares were
               issued through private placements.  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.  The
               cancellation  of the  purchase  agreement  to  acquire  the  XRS,
               effectively renders these warrants unexercisable,  since it is no
               longer possible for the Company to extract gold using the XRS.

          vii) On August 31, 2003,  the Company  issued  17,040 shares of common
               stock at a price of $5.00 per share to net the  Company  proceeds
               of $85,200.

          viii)In December  2003,  a total of 98,000  common  restricted  shares
               were issued  through  private  placements.  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.

     b)   Non-cash Consideration

          All  transactions  in which  goods or services  are the  consideration
          received  for the issuance of equity  instruments  are  accounted  for
          based on the  fair  value of the  consideration  received  or the fair
          value of the equity  instrument  issued,  whichever  is more  reliably
          measurable. Equity instruments issued to employees and the cost of the
          services  received as consideration  are measured and recognized based
          on the fair value of the equity instruments issued.

          i)   On July 17,  2003,  the Company  issued a total of 15,000  common
               restricted  shares,  distributed  to  three  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.

          ii)  On August 12, 2003, the Company  issued 50,000 common  restricted
               shares,  as a signing  bonus  paid to its  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.

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



                                      F-11
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)



7.   Common Stock (continued)

     b)   Non-cash Consideration (continued)

          iv)  On  September  12,  2003,   the  Company   issued  15,000  common
               restricted  shares,  as a signing  bonus paid to its  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.

          v)   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.

          vi)  In 2003, the Company paid  director's  fees of $12,000 by issuing
               10,000 shares at $1.20 per share.

     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 (the "Plan").  This Plan 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 Plan, 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
          Plan.

          A summary of the Company's stock option activity is as follows:

                                                                       Weighted
                                                                        Average
                                                                       Exercise
                                                          Number of      Price
                                                            Shares         $

     Balance, December 31, 2002                                --           --
     Granted                                                475,000         2.93
     Exercised                                             (150,000)        0.65
     Cancelled                                             (200,000)        4.00
     ---------------------------------------------------------------------------
     Balance, December 31, 2003                             125,000         4.00

     Expired                                               (125,000)        4.00
     ---------------------------------------------------------------------------
     Balance, December 31, 2004                                --           --
     ===========================================================================






                                      F-12
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)




8.   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 $380,097,  $382,136 and $36,512 to offset  future
     years taxable income expiring in 2022, 2023 and 2024 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:

                                                            2004         2003
                                                              $            $

     Net Operating Loss                                     36,512      382,136
     Statutory Tax Rate                                         34%          34%
     Effective Tax Rate                                       --           --
     Deferred Tax Asset                                     12,414      129,926
     Valuation Allowance                                   (12,414)    (129,926)
     --------------------------------------------------------------------------
     Net Deferred Tax Asset                                   --           --
     ==========================================================================
















                                      F-13
<PAGE>

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 2004
Manning  Elliott,  Chartered  Accountants  continues  to serve as the  Company's
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 30, 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
Robert Skanes                    Secretary, Chief Financial Officer and Director
Warren C. Gacsi                  Director

As of December 20, 2003, Richard Hewlett,  Chief Scientific Officer; Ryan Jones,
Vice  President of Operations,  and Byron  Knelson,  Vice President of 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

Mr. Traub earned $5,000 per month, which has not been paid to him.

All stock  options  previously  issued and valid as of December 31, 2004 expired
during 2004.

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

The following table sets forth, as of March 8, 2005 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.


<PAGE>

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

Ben Traub                         1,336,800         Common            47%
Officer and Director

Warren C. Gacsi
Director                              5,336         Common           0.01%

            Group Total:          1,342,136

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.

NONE

ITEM 13 - EXHIBITS AND REPORTS ON FROM 8-K

(DOCUMENTS INCORPORATED BY REFERENCE)

(a) Reports on Form 8-K:

NONE

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

                      2004     2003
                     ------   ------

Audit Fees           $8,950   $7,900
Audit-Related Fees     --       --
Tax Fees               --       --
All Other Fees         --       --


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: April 14, 2005


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: April 14, 2005


By  Robert Skanes


 /s/ "Robert Skanes"
----------------------
Robert Skanes, Secretary
Dated: April 14, 2005