XERION ECOSOLUTIONS GROUP INC.
                            (Formerly IMMULABS CORP)



                 Filing Type:                                   10QSB
                 Description:                              Quarterly Report
                 Filing Date:                              November 7, 2003
                  Period End:                             September 30, 2003


            Primary Exchange:                    Over the Counter Bulletin Board
                 Ticker:                                         XECO




<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

(Mark one)

   X     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
------   ACT OF 1934
(Fee required)
                For the quarterly period ended September 30, 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 132-3495 Cambie Street
                          Vancouver, BC Canada V5Z 4K3
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 696 0073
                           (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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  November 4, 2003  5,257,773  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







                                       1
<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER                                                                 PAGE

PART 1

1. Financial Statements                                                        3

2. Management's Discussion and Analysis or Plan of Operation                  12

PART 11

1. Legal Proceedings                                                          16

2. Changes In Securities                                                      16

3. Defaults Upon Senior Securities                                            17

4. Submission of Matters to a Vote of Security                                17

5. Other Information                                                          17

6. Exhibits and Reports on Form 8-K                                           18

Signatures                                                                    19






























                                       2
<PAGE>
<TABLE>
<CAPTION>

PART 1

Item 1 - Financial Statements


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


                                                                               As at           As at
                                                                           September 30,    December 31,
                                                                               2003             2002
                                                                                 $                $
                                                                            (unaudited)      (audited)
<S>                                                                         <C>               <C>
ASSETS

Current Assets

Cash                                                                            43,402            2,997
Prepaid expenses                                                                13,828             --
Accounts receivable                                                                926             --
-------------------------------------------------------------------------------------------------------
Total Current Assets                                                            58,156            2,997

Mining Claims (Note 7)                                                          25,000             --
Technology Rights (Note 8)                                                      20,000             --
Property, Plant and Equipment (Note 3)                                          48,756             --
-------------------------------------------------------------------------------------------------------
Total Assets                                                                   151,912            2,997
=======================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                                                                46,385           41,487
Accrued liabilities                                                              1,150            3,000
Loans from a related party (Note 5)                                              1,867            1,100
-------------------------------------------------------------------------------------------------------
Total Liabilities                                                               49,402           45,587
-------------------------------------------------------------------------------------------------------

Commitments and Contingencies (Notes 1 and 6)
Subsequent Event (Note 9)

Stockholders' Equity (Deficit)

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

Common Stock, 300,000,000 shares authorized, $0.001 par value
5,257,773 and 392,133 shares issued and outstanding respectively (Note 3)        5,257              392

Additional Paid-in Capital                                                   8,099,248        7,594,262

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

Donated Capital                                                                126,000            3,000

Stock Subscription Receivable                                                  (20,000)            --

Deficit Accumulated During the Development Stage                            (9,984,166)      (9,514,059)
-------------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)                                           102,510          (42,590)
-------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                     151,912            2,997
=======================================================================================================
</TABLE>




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

                                       3
<PAGE>
<TABLE>
<CAPTION>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)


                                    Accumulated from
                                    November 1, 1985     For the Three Months           For the Nine Months
                                  (Date of Inception)           Ended                          Ended
                                    to September 30,         September 30                   September 30
                                         2003            2003            2002            2003            2002
                                           $               $               $               $               $
<S>                                       <C>             <C>             <C>             <C>             <C>

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


Expenses

General and Administrative

Accounting and audit                      42,120           5,211           1,625          11,444           2,125
Amortization                               2,833            --              --              --              --
Consulting                               157,837         109,011            --           157,837            --
Donated services                         126,000          60,000            --           123,000            --
Financial services                        56,266            --              --              --              --
Investor relations                       187,148          16,362            --            16,362            --
Legal                                  1,025,270           4,562            --            12,263            --
Management fees                          763,000            --            90,000            --           270,000
Office                                    34,980           9,315             382          31,344           1,195
Salaries                                 229,944             214          33,230          26,214          99,230
Stock based compensation               1,876,171            --              --             2,356            --
Transfer agent and regulatory             20,155             272             979           3,974           1,956
Travel and promotion                      21,540          14,429            --            14,429            --
----------------------------------------------------------------------------------------------------------------

                                       4,543,264         219,376         126,216         399,223         374,506

Research and Development

Consulting                                18,659          18,659            --            18,659            --

Mining Exploration                         5,251           5,251            --             5,251            --

Selling and Marketing (Note 4(f))        164,712           8,570            --            46,974            --
----------------------------------------------------------------------------------------------------------------

Total Expenses                         4,731,886         251,856         126,216         470,107         374,506
----------------------------------------------------------------------------------------------------------------

Loss from Continuing Operations       (4,731,886)       (251,856)       (126,216)       (470,107)       (374,506)

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

Net Loss For the Period               (9,984,167)       (251,856)       (126,216)       (470,107)       (374,506)
================================================================================================================


Net Loss Per Share - Basic                                 (0.05)          (0.32)          (0.11)          (0.96)
================================================================================================================


Weighted Average Shares Outstanding                    5,201,000         391,000       4,344,000         391,000
================================================================================================================
</TABLE>


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



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

                                       4
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                         For the Nine Months
                                                                                                Ended
                                                                                            September 30,
                                                                                          2003          2002
                                                                                            $             $
                                                                                       (unaudited)   (unaudited)
<S>                                                                                        <C>           <C>
Cash Flows to Operating Activities

Net loss for the period                                                                 (470,107)     (374,506)

Adjustments to reconcile net loss to cash:

Donated services                                                                         123,000          --
Stock based compensation                                                                  94,258          --

Change in non-cash working capital items:

Increase in accounts receivable                                                             (926)         --
Increase in prepaid expenses                                                             (13,828)         --
Decrease in accounts payable and accrued liabilities                                      21,547       365,806
--------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                                   (246,056)       (8,700)
--------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Proceeds from shares issued                                                              354,450          --
Advances from a related party                                                                767         8,500
--------------------------------------------------------------------------------------------------------------

Net Cash From Financing Activities                                                       355,217         8,500
--------------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities

Purchase of property, plant and equipment                                                (48,756)         --
Purchase of mining claims                                                                (20,000)         --
--------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                                    (68,756)         --
--------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                                               40,405          (200)

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

Cash - End of Period                                                                      43,402         2,076
==============================================================================================================

Non-Cash Financing Activities

Shares issued to consultants                                                              91,902          --
Forgiveness of debt to related party                                                      18,500          --
Shares issued for acquisition of mining claims                                             5,000          --
Shares issued for acquisition of technology rights                                        20,000          --
Debt relating to Company expenses and cash advances to the former President, his
son and a company controlled by the former President were forgiven and treated as
additional paid-in capital                                                                  --         801,313
==============================================================================================================

Supplemental Disclosures

Interest paid                                                                               --            --
Income tax paid                                                                             --            --
==============================================================================================================
</TABLE>


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

                                       5
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements

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

     With the  acquisition of  sixty-seven  mineral claims in California and the
     rights to certain ore and waste  processing  technologies,  the Company has
     entered the business of mine reclamation and environmental remediation with
     a focus on serving the mining and coal fired power plant industries.  Refer
     to Notes 6 and 7.

     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.  Refer to Note 8 for subsequent issuance of
     shares for cash and services.


2.   Summary of Significant Accounting Policies

     Year End

     The Company's fiscal year end is December 31.

     Cash and Equivalents

     For  the  purpose  of the  statements  of cash  flows,  all  highly  liquid
     investments  with the maturity of three months or less are considered 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

                                       6
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements


2.   Summary of Significant Accounting Policies (continued)

     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

     Capital assets consist of laboratory and computer  equipment,  are recorded
     at cost  and  will be  amortized  on a  straight-line  basis  over a 3 year
     period.  Interim  Financial  Statements These interim  unaudited  financial
     statements  have been  prepared  on the same basis as the annual  financial
     statements and in the opinion of management, reflect all adjustments, which
     include only normal recurring adjustments,  necessary to present fairly the
     Company's financial position,  results of operations and cash flows for the
     periods  shown.  The  results  of  operations  for  such  periods  are  not
     necessarily  indicative of the results  expected for a full year or for any
     future 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.

     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.

                                       7
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements

2.   Summary of Significant Accounting Policies (continued)

     Long-Lived Assets

     In accordance with 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.

     Recent Accounting Pronouncements

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and  Disclosure",  which amends SFAS No. 123 to
     provide  alternative  methods of transition  for a voluntary  change to the
     fair  value  based   method  of   accounting   for   stock-based   employee
     compensation. In addition, SFAS No. 148 expands the disclosure requirements
     of SFAS No. 123 to require more  prominent  disclosures  in both annual and
     interim financial statements about the method of accounting for stock-based
     employee  compensation  and the  effect  of the  method  used  on  reported
     results. The transition provisions of SFAS No. 148 are effective for fiscal
     years ended after December 15, 2002. The disclosure  provisions of SFAS No.
     148 are effective for financial  statements for interim  periods  beginning
     after  December  15, 2002.  The Company  adopted SFAS No. 148 on January 1,
     2003  and its  impact  did not  have a  material  effect  on its  financial
     position or results of operations.

     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.

     FASB  has also  issued  SFAS  No.  147 and 149 but  they  will not have any
     relationship  to the  operations of the Company  therefore a description of
     each and their respective impact on the Company's  operations have not been
     disclosed.

3.   Property, Plant and Equipment
                                                   September 30,    December 31,
                                                        2003            2002
                                                   -------------   -------------
                                                     Net Book        Net Book
                                                       Value           Value
                                                     (unaudited)     (audited)
                                                   -------------   -------------

Computer equipment                                 $      10,543   $        --
Lab equipment                                             38,213            --
                                                   -------------   -------------

                                                   $      48,756   $        --
                                                   =============   =============

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.


                                       8
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements


4.   Share Capital (continued)

     (a)  Common Stock (continued)

          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 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.

     (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.

     (c)  Stock Options

          On March 24, 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;

                                       9
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements


4.   Share Capital (continued)

     (c)  Stock Options (continued)

          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.

4.   Share Capital (continued)

     (c)  Stock Options (continued)
                                                                     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
          ----------------------------------------------------------------------

          End of period                   325,000            4.00             12
          ======================================================================



          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 Company.

     b)   The Company recognized $60,000 ($20,000 per month) as donated services
          to the President of the Company for services rendered during the three
          months  ended  September  30,  2003.  A total  of  $123,000  had  been
          recognized for the nine months ended September 30, 2003.

     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 a  related  party  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  design and
          brochure  concept  and design and  printing  of  collateral  marketing
          materials.


                                       10
<PAGE>

Xerion EcoSolutions Group Inc.
(A Development Stage Company)
Notes to the Financial Statements

6.   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  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.

     The Company entered into a property lease  agreement with Tharp  Enterprise
     of  California.  The term of the lease is for 6 months  at $400 per  month,
     commencing June 1, 2003.

7.   Mining Claims

     On March 17, 2003 and subsequently amended on September 4, 2003 the Company
     entered into an agreement to acquire 67 mining claims located in California
     from an arms-length vendor. Consideration was $20,000 and 500,000 shares of
     the Company  valued at $0.01 per share.  These  shares were issued on March
     21, 2003.  The Vendor may cancel this  transaction  if the Company does not
     raise  $1,000,000  by  September  17,  2004.  The  Company  may cancel this
     transaction for any sound business reason. In the event of cancellation the
     shares will be returned to treasury and cancelled.

8.   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. A patent has been applied for these  technologies  that are
     to be used to extract valuable and/or hazardous elements from the soil.

     The recent mining claim and technology acquisitions required the Company to
     raise  one  million  dollars  within  twelve  months  to  avoid  notice  of
     cancellation  from Sellers.  There is no guarantee that the Company will be
     able to raise this capital,  however, in the event that the capital has not
     been raised in this time period,  the  ownership  of the mining  claims and
     technology  does not revert back to the sellers.  The Seller's  recourse in
     such an event,  if they chose to pursue it, is to give the  Company  notice
     within a nine day window at the end of the twelve  month period and include
     reasons why the Sellers  believe the company has willfully  failed and then
     give the company an additional 45 days to cure such willful failure.

     The Company may cancel  this  transaction  if it is proven that the vendors
     misrepresented  the  potential  of  the  Technologies.   In  the  event  of
     cancellation the shares will be returned to treasury and cancelled.


9.   Subsequent Event

     As a result of the  contract  signed by the  Company on July 3,  2003,  the
     Company began its project validation  process.  Xerion retained a qualified
     consultant to perform an independent assessment of the project based on all
     available data. The final report has not been delivered to the company yet,
     however,  the report in its existing form can be summarized as stating that
     `there is not sufficient  existing data to make  technical  representations
     regarding mineral content or recoverability'. Xerion has notified the other
     party  of this  information  and it is  likely  that the  project  will not
     proceed without further substantiation of mineral content.




                                       11
<PAGE>

Item 2 - Management's Discussion and Analysis or Plan of Operation


(1) Caution Regarding Forward-Looking Information

This  quarterly   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

The Company owns  non-toxic,  patent-pending  leaching  technology  known as the
Xerion Reaction System (XRS) which has potential to become an industry  standard
solvent,  potentially  replacing  Cyanide  as an  economic  method of choice for
extracting  gold and other elements from ore. The XRS has the ability to recover
any  targeted  element  from  the  earth  including:   gold,  silver,  platinum,
palladium, rare earth elements such as neodymium and scandium,  strategic metals
such as tungsten, and other valuable elements. XRS can also neutralize or remove
elements that are harmful to the  environment,  including zinc,  lead,  mercury,
arsenic, germanium, cyanide and other deleterious elements.

The Company's  acquisition  of XRS technology was made in March of this year and
during the past quarter Management  focused on establishing early  relationships
with mining companies for onsite validation of XRS.

Ore  processing,  remediation and  reprocessing of previously  processed ore and
other  waste is thought by  management  to be a  valuable  market.  Much of that
market  is  currently  untapped,   due  to  the  lack  of  appropriate  economic
technology.

The economics of XRS  reprocessing  have not yet been  validated on a production
scale and the Company must create a showcase project that will serve to validate
the technology to the industry. If the Company can create a successful showcase,
management believes that the demand for XRS will be substantial.

Management has received very positive feedback from the market and there appears
to be an abundance  of ready  projects  once the Company has  produced  industry
validation of its XRS technology.

This past  quarter  management  has sought  the  cooperation  of several  mining
companies,  including major and intermediate  producers,  and has begun tests on
ores from some of those companies with the view to exploit the XRS technology at
their existing  operations  and/or to further develop and exploit the technology
on a broader scale.

Each one of these companies are considered by management to be `business in the
pipeline'. It is expected that revenue-producing contracts, joint ventures or
ore-body acquisitions will be the final result from some of these tests if
validation is successful.

Early results from some of these tests have been obtained and  negotiations  for
preliminary contracts are underway.

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. As
part of its project validation process,  Xerion retained a qualified  consultant
to perform an independent assessment of the project based on all available data.
The final report has not been delivered to the company yet, however,  the report
in its existing form can be summarized as stating that `there is not  sufficient
existing data to make technical  representations  regarding  mineral  content or
recoverability'.  Xerion has notified the other party of this information and it
is likely that the project will not proceed  without further  substantiation  of
mineral content.

On March 17, 2003 the Company acquired ownership of sixty-seven mining claims in
the Randsburg Mining District of California.  The intent of this acquisition was
to develop the claims into a showcase project for XRS. Due to the interest level
in XRS by other mining companies, the Company has not had to focus on the mining


                                       12
<PAGE>

claims to validate the technology.  The Company has yet to produce a feasibility
plan for  development  of the claims and current  tests are  keeping  management
focused on obtaining near-term revenue projects.  Management expects to evaluate
some  of  the  existing   assays  over  the  next  quarter  and  depending  upon
availability of capital,  may extend the evaluation to include a pre-feasibility
study.

GENERAL BUSINESS OVERVIEW

Xerion owns patent pending  technology  known as the Xerion  Reaction  System or
`XRS'.

XRS has several potential applications including;

     a)   Replacing cyanide in the mining industry for the processing of ore
     b)   Pre-treating refractory ores, thus replacing autoclaves,  roasters and
          bio-treatment plants.
     c)   Remediation of leached out heaps, previously leached by cyanide
     d)   Reprocessing  of waste  produced  by the mining  and coal fired  power
          plant industries.

Management  sees  the  XRS  technology,   and   particularly   the  reprocessing
application,  as offering a significant  environmental benefit since XRS has the
ability to extract not only the valuable elements, but also deleterious elements
that are leaching into streams and rivers destroying ecosystems.  This waste may
include that produced by older mining  operations  when  technologies of the day
did not allow for optimum recovery of elements,  thus leaving behind substantial
mineral  deposits.  Also a focus is the waste dumps  produced by the  Coal-Fired
Power Plant Industry.

Tailings and waste dumps from these  industries  scatter the world.  They can be
hazardous  to the  environment  and there are few economic  solutions  for their
remediation.  Traditionally,  recovery  methods  often  leave these dumps with a
considerable  percentage of their  original  elements such as gold and platinum,
still  intact.  A patent  application  for the XRS has  recently  been filed and
Xerion is in the  start-up  phase of its business  cycle.  The Company is in the
process  of  building  the  infrastructure  and  raising  capital  necessary  to
implement its first project.

The Company has  administration  offices in  Vancouver,  BC and a laboratory  in
Ridgecrest, CA.

OUTLOOK ON USE OF CYANIDE BY THE MINING INDUSTRY

The mining  industry is facing many  regulatory  pressures  regarding the use of
cyanide,  which is currently an industry standard method to economically recover
gold from ore.  Cyanide has resulted in a number of  environmental  disasters in
recent  history.  There is  growing  concern  about the use of cyanide in mining
operations. Already Montana has outlawed the use of cyanide altogether and other
states have made it extremely difficult and costly to obtain permits. The Xerion
Reaction  System  offers an  environmentally  friendly  alternative  to cyanide.
Several  tests were carried out under the auspices of the Arizona  Department of
Environmental  Quality for a placer  mine  operation,  using an earlier  process
developed by Xerion's Chief Scientific  Officer.  (The XRS is more efficient and
just as non-toxic as this earlier  process).  Due to its non-toxic  nature,  the
government granted the technology a negative  declaration,  `no permit required'
for  the  project.  This  type  of  `negative  declaration'  could  shorten  the
time-to-production  for any mine  using  the XRS.  Aside  from  the  dangers  of
environmental impact, cyanide is only effective in leaching gold and silver from
certain types of ores.  Sulphides,  in particular,  are not amenable to economic
cyanide leaching without additional  pre-treatment  costs. The future of cyanide
is questionable and the industry is being forced to consider other alternatives.
The  potential  exists for XRS to become an industry  standard  replacement  for
cyanide.

CREATING WEALTH FROM `WASTE' PRODUCED BY THE COAL-FIRED POWER PLANT INDUSTRY

There are over one thousand coal-fired power plants in the United States.  These
power plants  generate  approximately  half of all  electricity  consumed in the
country and produce a regular supply of solid waste.  An independent  laboratory
has  conducted  tests on this waste and  results  indicate  that it  contains an
extraordinarily high content of valuable elements. Analyses done on fly ash were
carried out at the Argonne National  Laboratory in Illinois by the United States
Geological Survey, using a DC Arc Atomic Emission Spectrograph,  indicates gross
value of all elements exceeds $1,900.00 per ton of waste.  (This gross value was
based on the element prices as readily available off the Internet and values are
expected to fluctuate with market prices of recoverable  elements).  In addition
to existing  stockpiles,  coal-fired  power plants in the United States  produce
over one hundred and fifteen million (115,000,000) new tons of waste every year.
Due to the  apparent  lack of  technology  capable of  recovering  the  inherent
values,  the power plants  currently sell a portion of their waste to the cement
industry as an inexpensive ingredient,  and disposes of, or stockpiles the rest.
Some attempts have been made to remediate this waste at a profit but no solution
has been widely  accepted by the  industry.  It is the  Company's  intention  to
acquire this `waste' for offsite mineral recovery or to form strategic alliances
with power plants to process their waste directly as it comes out of the plant.



                                       13
<PAGE>

COAL-FIRED POWER PLANT INDUSTRY OUTLOOK

There is growing  concern among  environmental  groups and  government  agencies
regarding the problem of toxic waste  produced by this  industry.  Although they
have made  Herculean  efforts and have spent  billions of dollars on controls to
reduce particulates,  sulfur dioxide and carbon dioxide emissions,  the industry
has yet to  adequately  address the  problems  associated  with its solid waste.
Further environmental  restrictions may be imposed on this industry unless it is
able to solve its waste  remediation  problem.  Test results indicate the Xerion
Reaction  System may provide an economical  method of processing this industry's
waste. The Company anticipates performing recovery and remediation tests for the
industry in the very near future.

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  its products and mining claims
(including the ability to overcome technical hurdles that may arise), in meeting
applicable  existing  or  new  regulatory   standards,   in  receiving  required
regulatory  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  and in successfully  addressing
the concerns and/or  obtaining the support of lobbies in various  States.  There
can be no  assurance  that the  Company  will be  successful  in its  efforts to
develop and  commercialize  XRS or its mining claims.  Most  importantly at this
stage,  the  Company's  success and each step  required to achieve  such success
depends on its  ability to raise  significant  further  financing  on an ongoing
basis and there is no  guarantee  it will be able to do so. The  company  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.

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

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.

The recent  mining  claim and  technology  acquisitions  required the Company to
raise one million dollars within six months to avoid notice of cancellation from
Sellers.  That date has since been  extended to September  2004.  The company is
currently  on track to meets its  obligations  under  the terms of the  purchase
agreement.  There is no  guarantee  that the Company  will be able to raise this
capital, however, in the event that the capital has not been raised in this time
period, the ownership of the mining claims and technology does not automatically
revert back to the  sellers.  The  Seller's  recourse in such an event,  if they
chose to pursue it, is to give the  Company  notice  within a nine day window at
the end of the period and include  reasons  why the Sellers  believe the Company
has  willfully  failed and then give the Company an  additional  45 days to cure
such  willful  failure.  If the Company were to lose its  technology  and mining
claims,  it will have no  significant  technology on which to base its long-term
business plan and may fail.

The XRS technology was invented by the Company's Chief Scientific Officer (CSO).
The Company has made efforts to be able to duplicate the CSO's  results  without
him present  and has hired an  additional  technologist  to fully  document  the
necessary  formulas and to train on the  implementation  of those formulas.  The
Company  believes  it now has the  ability  to  reproduce  such  results,  which
dramatically mitigates risk in this area.




                                       14
<PAGE>

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.

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

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

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

During the quarter ended  September 30, 2003, the Company has appointed Mark Van
Kleek, director of Business Development, and Jane McIvor, director of Management
Systems to its executive management team.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 first  nine  months of 2003,  we
reported general and administrative expense of $399,223, an increase of $24,717,
or 6% from $374,506  reported in the  comparable  period of 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,  totalling
$123,000.  The  additional  expense  incurred  this period  relating to Investor
Relations and Travel resulted from the Company's equity raising  efforts.  There
has been no management  fee expense,  and minimal  salary expense this period as
the company has relied on external consultants to manage these roles. 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 first nine months of 2003 of $46,974,  compared to the prior year.  This
resulted from management's  efforts to pursue the Company's business plan and to
recruit an executive management team.

Research  and  Development  and  Mineral  Exploration  Expenses.  R&D  is a  new
expenditure incurred by the Company for this period.  $18,659 of the $23,910 R&D
expense,  relates to industry  consultants.  The consultants  have been offering
advice and assistance in the development of our newly acquired  technology.  The
remaining $5,251 has been incurred as a result of assay testing.

Liquidity and Capital  Resources.  The primary  source of the Company's cash has
been  through  the sale of equity.  Our cash  increased  $40,405  from $2,997 at
December  31,2002 to an ending balance of $43,402 at September 30, 2003. Cash of
$374,450 was raised from the issuance of private placement  shares,  and used to
fund our operating expenses.



                                       15
<PAGE>

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.

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) validate its XRS
technology and put projects into production.

Part II - Other Information

Item 1 - 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.

Item 2 - Changes in Securities

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;

SALES OF SECURITIES:

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

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

On March 17, 2003 the Company  authorized  the issuance of 2,000,000  restricted
shares  in  consideration  for  the  acquisition  of ore  and  waste  processing
technology.

Subsequent to December 31, 2002 the Company  granted 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;  325,000
shares  at a price of $4.00 per  share.  On March 28,  2003 the  Company  issued
150,000  shares  upon the  exercise  of stock  options by officers at a price of
$0.60 per share to net the Company proceeds of $90,000.



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<PAGE>

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.

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.

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.

On August 12, 2003, the Company agreed to issue 50,000 common restricted shares,
as a contracting signing bonus for its newly recruited director of Business
Development.

On  August  27,  2003,  the  Company  agreed  to issue a total  of 8,500  common
restricted shares, distributed amongst 3 of is contracting consultants.

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.

On September  12, 2003,  the Company  agreed to issue 15,000  common  restricted
shares,  as a signing  bonus  for its newly  recruited  director  of  Management
Systems.

Both  private  placement  offerings  made  during the  quarter,  net the Company
proceeds for the 30 September, 2003 quarter to $122,700.

Item 3 - Defaults Upon Senior Securities

None

Item 4 - Submission Of Matters To A Vote Of Security Holders

None

Item 5 - Other Information

The Company is in discussions  with several  parties for ore  processing  and/or
mine  reclamation  contracts.  Negotiations  have  been  positive  thus  far and
management  believes  that it will sign one or more  contracts  in the very near
future.





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<PAGE>

ITEM 6 - 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 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 this 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.


SIGNATURES

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

Xerion EcoSolutions Group Inc. (Formerly Immulabs Corporation)

By  /s/ Ben Traub
------------------------------------
Ben Traub, President
Dated: November 7, 2003



By  /s/ Ellen Luthy
------------------------------------
Ellen Luthy, Secretary
Dated: November 7, 2003



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