XERION ECOSOLUTIONS GROUP INC.



                         Filing Type: 10QSB
                         Description: Quarterly Report
                         Filing Date: November 16, 2004
                         Period End:  September 30, 2004


                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, 2004


         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.


        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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  September 30, 2004 2,841,523 common
stock.

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


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


<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER                                                                 PAGE

PART 1 - FINANCIAL INFORMATION

1. Financial Statements                                                        1

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

3. Controls and Procedures                                                    10

PART 11 - OTHER INFORMATION

1. Legal Proceedings                                                          10

2. Changes In Securities                                                      11

3. Defaults Upon Senior Securities                                            11

4. Submission of Matters to a Vote of Security                                11

5. Other Information                                                          11

6. Exhibits and Reports on Form 8-K                                           11

Signatures                                                                    11



<PAGE>
<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements


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


                                                         As at             As at
                                                     September 30,     December 31,
                                                          2004              2003
                                                           $                $
                                                      (unaudited)       (audited)
<S>                                                  <C>               <C>

ASSETS

Current Assets

Cash                                                         1,913           33,685
Prepaid expenses                                              --              2,636
-----------------------------------------------------------------------------------
Total Current Assets                                         1,913           36,321

Property and Equipment (Note 3)                              5,458           24,771
-----------------------------------------------------------------------------------

Total Assets                                                 7,371           61,092
===================================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (Note 5(a))                               124,521           92,754
Accrued liabilities                                          1,500            5,000
Loans from a related party (Note 5(b))                        --              1,014
-----------------------------------------------------------------------------------

Total Liabilities                                          126,021           98,768
-----------------------------------------------------------------------------------

Commitments and Contingencies (Notes 1 and 6)

Stockholders' Deficit

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

Common Stock, 300,000,000 shares authorized,
$0.001 par value 2,841,523 and 5,341,523 shares
issued and outstanding respectively (Note 4)                 2,842            5,342

Additional Paid-in Capital                               8,138,241        8,135,742

Stock based compensation                                 1,876,171        1,876,171

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

Deficit Accumulated During the Development Stage       (10,261,904)     (10,180,931)
-----------------------------------------------------------------------------------

Total Stockholders' Deficit                               (118,650)         (37,676)
-----------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                  7,371           61,092
===================================================================================
</TABLE>


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


                                       1
<PAGE>
<TABLE>
<CAPTION>


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



                                               Accumulated from
                                               November 1, 1985       For the Three Months               For the Nine Months
                                              (Date ofInception)              Ended                             Ended
                                                to September 30,          September 30,                     September 30,
                                                     2004             2004             2003             2004             2003
                                                      $                $              $                  $                $
<S>                                              <C>              <C>              <C>              <C>              <C>

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

Expenses

General and Administrative

Accounting and audit                                  59,521            1,500            5,211            7,624           11,444
Amortization                                           8,728              829             --              2,447             --
Consulting                                           154,662             --            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                                              1,029,269             --              4,562            1,020           12,263
Management fees                                      868,000           15,000             --             45,000             --
Director fees                                         12,000             --               --               --               --
Office                                                62,586            2,992            9,315            8,393           31,344
Salaries                                             236,055            1,231              214            2,177           26,214
Stock based compensation                           1,876,171             --               --               --              2,356
Transfer agent and regulatory                         26,637              599              272            3,139            3,974
Travel and promotion                                  22,971             --             14,429             --             14,429
    Loss on disposal of property and equipment         7,866             --               --              7,866             --
--------------------------------------------------------------------------------------------------------------------------------

                                                   4,733,880           22,151          219,376           77,666          399,223
--------------------------------------------------------------------------------------------------------------------------------

Business Development

     Consulting                                       35,392             --             18,659            3,259           18,659
     Mining exploration                               29,427             --              5,251               48            5,251
     Write-off of mining claims and technology
     rights                                           45,000             --               --               --               --
--------------------------------------------------------------------------------------------------------------------------------

                                                     109,819             --               --              3,307           23,910
--------------------------------------------------------------------------------------------------------------------------------

Selling and Marketing                                165,924             --              8,570             --             46,974
--------------------------------------------------------------------------------------------------------------------------------

Total Expenses                                     5,009,623           22,151          251,856           80,973          470,107
--------------------------------------------------------------------------------------------------------------------------------

Loss from Continuing Operations                   (5,009,623)         (22,151)        (251,856)         (80,973)        (470,107)

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

Net Loss For the Period                          (10,261,904)         (22,151)        (251,856)         (80,973)        (470,107)
================================================================================================================================

Basic and Diluted Net Loss Per Share                                    (0.01)           (0.05)           (0.02)           (0.11)
================================================================================================================================

Weighted Average Shares Outstanding                                 2,841,000        5,201,000        2,841,000        4,344,000
================================================================================================================================
</TABLE>



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

                                       2
<PAGE>

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



                                                         For the Nine Months
                                                                 Ended
                                                             September 30,
                                                          2004          2003
                                                            $             $

Cash Flows to Operating Activities

Net loss for the period                                   (80,973)     (470,107)

Adjustments to reconcile net loss to cash:

Amortization                                                2,447          --
Donated services                                             --         123,000
Stock based compensation                                     --          94,258
Loss on sale of property and equipment                      7,866          --

Change in operating assets and liabilities:
(Increase) in accounts receivable                            --            (926)
Decrease (increase) in prepaid expenses                     2,636       (13,828)
Increase in accounts payable and accrued liabilities       28,266        21,547
-------------------------------------------------------------------------------

Net Cash Used in Operating Activities                     (39,758)     (246,056)
-------------------------------------------------------------------------------

Cash Flows from (to) Financing Activities

Proceeds from shares issued                                  --         354,450
Advances from (to) a related party                         (1,014)          767
-------------------------------------------------------------------------------

Net Cash Provided By (Used in) Financing Activities        (1,014)      355,217
-------------------------------------------------------------------------------

Cash Flows from (to) Investing Activities

Proceeds from sale of property and equipment                9,000          --
Acquisition of property and equipment                        --         (48,756)
Purchase of mining claims                                    --         (20,000)
-------------------------------------------------------------------------------

Net Cash Provided By (Used in ) Investing Activities        9,000       (68,756)
-------------------------------------------------------------------------------

Increase (Decrease) in Cash                               (31,772)       40,405

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

Cash - End of Period                                        1,913        43,402
===============================================================================

Non-Cash Financing and Investing Activities
Shares issued to consultants for services                    --          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
===============================================================================

Supplemental Disclosures

Interest paid                                                --            --
Income tax paid                                              --            --
===============================================================================


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


                                       3
<PAGE>

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



1.   Nature of Operations and Continuance of Business

     Xerion  EcoSolutions  Group  Inc.,  a Colorado  incorporated  company,  was
     incorporated on November 1, 1985. The shares of the Company currently trade
     on the Over the Counter Bulletin Board under the ticker symbol "XECO".

     The Company is currently working with a specialist  consultant in the field
     of  hydrometallurgy.  This work has included a research  project focused on
     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.

     Prior to this the  Company  was in the  business  of mine  reclamation  and
     environmental  remediation,  which had  focused on  serving  the mining and
     coal-fired  power plant  industries.  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 having a fair
     value of $0.01 per share.  These shares were issued on March 21, 2003.  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  exercised  this option and
     issued  2,000,000  common  shares  of the  Company  to the  three  original
     arms-length  owners of the  Technologies.  The 2,000,000 shares issued were
     fair  valued at $0.01 per share or  $20,000  in total.  These  shares  were
     issued on March 21, 2003. 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. On February 2,
     2004  the  Company  cancelled  the  purchase  agreements  and is  currently
     evaluating    its   legal   options   in   claiming    damages   based   on
     misrepresentation. The cancellation of the purchase agreement resulted in a
     reimbursement of 2.5 million shares to the Company which were cancelled.

     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.  The Company's ability
     to  continue  as a going  concern is  dependent  upon  raising  new capital
     through issuing debt and/or equity securities and then to secure a business
     opportunity and then to generate revenues and profits.  Until these funding
     sources materialize the controlling shareholders intend to continue funding
     necessary expenses to sustain operations for the next twelve months.


2.   Significant Accounting Policies


     Basis of Accounting

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

     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.

     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.



                                       4
<PAGE>

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



2.   Summary of Significant Accounting Policies (continued)

     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.

     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 and Equipment

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

     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. The Company operates in
     Canada  which  results in 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 30, 2004,  the Company has no items
     that  represent  comprehensive  loss and,  therefore,  has not  included  a
     schedule of comprehensive loss in the financial statements.

     Long-Lived Assets

     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets"  establishes a single  accounting model for long-lived assets to be
     disposed of by sale including  discontinued  operations.  SFAS 144 requires
     that  these  long-lived  assets be  measured  at the lower of the  carrying
     amount or fair  value less cost to sell,  whether  reported  in  continuing
     operations or discontinued operations.

     Foreign Currency Transactions/Balances

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

     Concentration of Risk

     The Company  maintains its cash account in primarily one commercial bank in
     Vancouver,  British Columbia,  Canada.  The Company's cash accounts are two
     uninsured  business  checking  accounts  maintained  in U.S.  and  Canadian
     dollars, which totalled $1,913 on September 30, 2004. At September 30, 2004
     the Company has not engaged in any  transactions  that would be  considered
     derivative instruments on hedging activities.



                                       5
<PAGE>
<TABLE>
<CAPTION>

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



2.   Summary of Significant Accounting Policies (continued)

     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.

     Recent Accounting Pronouncements

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


3.   Property and Equipment

                                                             September 30,   December 31,
                                                                 2004            2003
                                                               Net Book        Net Book
                                            Accumulated         Value           Value
                                Cost        Amortization          $               $
                                  $               $          (unaudited)      (audited)
     <S>                    <C>             <C>             <C>             <C>

     Computer equipment            9,207           3,749           5,458           7,905
     Laboratory equipment           --              --              --            16,866
     -----------------------------------------------------------------------------------

                                   9,207           3,749           5,458          24,171
     ===================================================================================
     </TABLE>



4.   Stockholders' Equity

     (a)  Common Stock

          On February 2, 2004,  the Company  cancelled the agreements to acquire
          mining claims and  technology  rights and is currently  evaluating its
          legal  options in claiming  damages  based on  misrepresentation.  The
          2,500,000  shares issued to the vendors have been returned to treasury
          and cancelled.

     (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.



                                       6
<PAGE>

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



4.   Stockholders' Equity (continued)

     (b)  Warrants (continued)

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

     (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, consultant
          or advisor  and 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.  As of September 30, 2004, there are no outstanding stock
          options.


5.   Related Party Transactions and Balances

     (a)  Included in  accounts  payable at  September  30, 2004 is a balance of
          $72,928  ($46,470 - December 31, 2003) payable to the President of the
          Company.  On March 20,  2003,  the  Company  entered  into a five-year
          contract to retain the current President of the Company at $20,000 per
          month.  Until  October 1, 2003,  the  President  has been donating his
          services  to the  Company,  at  which  point  the  Company  agreed  to
          remunerate the President at $20,000 per month.  As of January 1, 2004,
          the President agreed to reduce the fee to $5,000 per month.

     (b)  The $1,014 owing to the  President of the Company at December 31, 2003
          was repaid during the period ended September 30, 2004.


6.   Contingent Liability

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





                                       7
<PAGE>

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

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.

General Business Overview
-------------------------

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

In  November  2000,   Immulabs   acquired  the  exclusive   rights  to  purchase
technologies  developed  by Quest  Research  Group,  Inc.  ("Quest")  of Boston,
Massachusetts,  and to buy up to 100% of that company.  Quest's biotech research
had resulted in the development of two  technologies of interest to the Company,
which the Company hoped to  commercialize.  With the exclusive rights to acquire
secured,  the  Company had been  performing  its due  diligence  pursuant to its
option  contract with Quest in order to evaluate the  technology and develop its
commercialization  strategy.  The parties entered into a dispute and the Company
contacted  Quest to seek  mediation or arbitration as provided for in the option
agreement.  The Company  subsequently learned that Quest had insufficient assets
to  warrant  litigation  and  decided at this time not to pursue  further  legal
action.

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

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

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

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

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

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

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

Dr.  Dreisinger has identified and proposed  certain  chemical  conditions under
which selected non-toxic reagents could potentially operate economically, at the
same time avoid known handicaps  previously  associated  with such chemistry.  A
substantial  review of related  literature and existing patents has not revealed
any other work that has utilized these proposed chemical conditions.


                                       8
<PAGE>

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


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


Results of Operations for the Nine Months Ended September 30, 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 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 nine month period ended September
30, 2004, we reported general and administrative expenses of $80,973, a decrease
of $318,250,  or 37% from $399,223  reported in the equivalent  period for 2003.
The decrease primarily resulted from reduced legal fees, consulting and salaries
as business  development  strategies  are currently  being delayed until further
research  and  development  takes  place.  Management  fees of $45,000 are a new
expenditure  incurred  during  this period  compared to the period of  September
2003.  This  represents  management  fees at $5,000  per month as opposed to the
donated services of $60,000 reported in 2003.

Selling and Marketing Expense. There was a 100% decrease in advertising expenses
for the  nine-month  period ended  September,  2004,  compared to the equivalent
quarter in 2003. This resulted from management's primary focus being diverted to
research  and  development  as  opposed  to the  previous  business  development
strategies.

Business Development Expenditure.  $3,307 has been spent on business development
for the nine  months  ended  September  30,  2004,  compared  to  23,910  in the
equivalent period for 2003. Business development  strategies are currently being
delayed until further research and development takes place.

Liquidity and Capital  Resources.  The primary  source of the Company's cash has
been through the sale of equity.  Our cash  decreased to $1,913 at September 30,
2004 from $33,685 at December  31,2003.  Cash of $9,000 was  collected  from the
sale of laboratory  equipment and cash of $40,000 was used to fund the operating
activities.  Future  expenses will be either be financed by  additional  sale of
equity to the President of the Company or in the form of private placements

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


Item 3 - Controls and Procedures
--------------------------------


(a)  Evaluation of disclosure  controls and procedures.  Based on the evaluation
     of the Company's  disclosure  controls and  procedures (as defined in Rules
     13a-14(c) and 15d-14(c) under the Securities  Exchange Act of 1934) as of a
     date  within 90 days of the filing  date of this  Quarterly  Report on Form
     10-QSB,  our chief  executive  officer  and chief  financial  officer  have
     concluded  that our  disclosure  controls  and  procedures  are designed to
     ensure that the  information  we are required to disclose in the reports we
     file or submit under the Exchange  Act is recorded,  processed,  summarized
     and reported within the time periods specified in the SEC's rules and forms
     and are operating in an effective manner.

(b)  Changes in  internal  controls.  There were no  significant  changes in our
     internal controls or in other factors that could significantly affect these
     controls subsequent to the date of their most recent evaluation.


PART 11 - 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


                                       9
<PAGE>

and the Company was looking to recoup some $15,000 in payments  made towards the
purchase.  The  Company is now  relying on former  directors  of the Company dba
North  American  Resorts  Inc.  as well as the  estate of the  Company's  former
attorney to cover the costs. These parties have signed a Hold Harmless Agreement
indemnifying  the Company  from any costs  arising from  previously  undisclosed
liabilities.  An  attorney  representing  a former  Director  of the Company has
informed  the  Company  that  they  have  worked  out  a  potential  alternative
settlement  with the Claimants  that would absolve the Company of any liability.
That  attorney  is  waiting  for his  legal  fees to be paid to  complete  these
transactions  and has advised the Company  that a payment of $10,000  will clear
the matter  within  thirty days.  The Company has made no payments and no formal
demand for payment  has been  received by the Company and in the event that this
occurs the Company will be pursuing former Directors for payment in this matter.
If  this   situation   escalates  and  the  Company   cannot  collect  from  its
indemnifiers, the company may have to pay any money that becomes due.

On March 17, 2003 the  Company  purchased  67 mining  claims and certain ore and
waste processing technologies.  In compliance with the purchase agreements,  the
vendors were obligated to deliver  exploration and metallurgical data to support
the  representations  made about the  processing  technologies  and claims.  The
Vendors  neglected  to deliver  this  documentation.  As of February 4, 2004 the
Company has cancelled the purchase  agreements  and is currently  evaluating its
legal options in claiming damages based on misrepresentation.


Item 2 - Changes in Securities
------------------------------

None

Item 3 - Defaults Upon Senior Securities
----------------------------------------

None

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

None

Item 5 - Other Information
--------------------------

None

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

None





















                                       10
<PAGE>

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 Ben Traub /s/
------------------------
Ben Traub, President
Dated: Nov 15, 2004



By Robert Skanes /s/
------------------------
Robert Skanes, Secretary
Dated: Nov 15, 2004



                                       11