United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-QSB

             [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2006

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

        For the transition period from ______________ to ________________

                         Commission File Number: 0-26760
                                                 -------

                         Xerion EcoSolutions Group Inc.
                     (Exact name of small business issuer as
                            specified in its charter)

           Colorado                                      84-1286065
           --------                                      ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


                      1427 West ValleyBoulevard, Suite 101
                               Alhambra, CA 91803
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (626) 457-5958
                                 --------------
                           (Issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

      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. |X| Yes |_|
No

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes |_| No|_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 227,321,840 shares as of May
12, 2006

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                         XERION ECOSOLUTIONS GROUP INC.
                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

        Condensed Consolidated Balance Sheet as of March 31, 2006............ 1

        Condensed Consolidated Statements of Operations for the three
        months ended March 31, 2006, and 2005................................ 2

        Condensed Consolidated Statements of Cash Flows for the three
        months ended March 31, 2006, and 2005................................ 3

        Notes to the Condensed Consolidated Financial Statements............. 4

Item 2. Management's Discussion and Analysis or Plan of Operations...........14

Item 3. Controls and Procedures .............................................19


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings....................................................19

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........19

Item 3. Defaults upon Senior Securities......................................19

Item 4. Submission of Matters to a Vote of Security Holders..................20

Item 5. Other Information....................................................20

Item 6. Exhibits and Reports on Form 8-K ....................................20

Signatures...................................................................22

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         XERION ECOSOLUTIONS GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2006
                                   (Unaudited)


                                     ASSETS

Current Assets
     Cash and equivalents                                         $  2,021,856
     Accounts receivable, net of allowance of $445,321                 246,492
     Properties held for resale                                      4,433,759
                                                                  ------------
          Total Current Assets                                       6,702,107

Land held for development                                            4,760,916
Property and equipment, net of accumulated depreciation              2,865,327
Construction in progress                                             5,492,601
                                                                  ------------

                                                                  $ 19,820,951
                                                                  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued expenses                        $  1,992,209
     Advances from buyers                                            3,736,442
     Enterprise taxes payable                                          111,158
     Other taxes payables                                            1,929,625
     Short-term loans                                                5,008,302
                                                                  ------------
          Total Current Liabilities                                 12,777,736

Minority Interest                                                      334,371
                                                                  ------------

Stockholders" Equity
     Common stock, 300,000,000 shares authorized, 227,321,840
          shares issued and outstanding at
          March 31, 2006                                               227,322
     Additional paid in capital                                      5,747,681
     Retained earnings                                               2,512,572
     Accumulated other comprehensive income                            266,523
                                                                  ------------
          Total stockholders' equity before advances offset          8,754,098

     Advances to directors                                          (2,045,254)
                                                                  ------------
          Total stockholders' equity, net of advances offset         6,708,844

                                                                  ------------
                                                                  $ 19,820,951
                                                                  ============


               See accompanying summary of accounting policies and
              notes to condensed consolidated financial statements.

                                       1
<PAGE>

                         XERION ECOSOLUTIONS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Three months ending
                                                                      March 31,
                                                          ------------------------------
                                                               2006           2005
                                                          -------------    -------------
<S>                                                       <C>              <C>
Sales Revenues                                            $   4,287,805    $          --

Cost of properties sold                                       3,279,050               --
                                                          -------------    -------------

Gross Profit                                                  1,008,755               --
                                                          -------------    -------------

Selling, general and administrative expenses
       Selling expenses                                         159,968          109,833
       Depreciation expense                                      38,894           37,014
       General and administrative epenses                       557,953          278,346
       Impairment Loss                                          956,855
                                                          -------------    -------------
                                                              1,713,670          425,193
                                                          -------------    -------------

Income (loss) from operations                                  (704,915)        (425,193)

Other income (expense)
       Other revenues                                             2,111            4,511
       Interest and finance costs                               (57,883)         (49,957)
                                                          -------------    -------------
                                                                (55,772)         (45,446)
                                                          -------------    -------------

Net income before income taxes and minority interest           (760,687)        (470,639)
(Provision for) Benefit from income taxes                      (212,246)
                                                          -------------    -------------

Net income before minority interest                            (972,933)        (470,639)
Minority interest in (earnings) loss                             27,109               --
                                                          -------------    -------------

Net income (loss)                                         $    (945,824)   $    (470,639)
                                                          -------------    -------------

Other comprehensive income                                $       3,814    $          --
                                                          -------------    -------------

Total comprehensive income (loss)                         $    (942,010)   $    (470,639)
                                                          =============    =============

Basic and diluted earnings (loss) per share               $          --    $          --
                                                          =============    =============

Basic and diluted comprehensive income (loss) per share   $          --    $          --
                                                          =============    =============

Basic and diluted weighted average shares outstanding       227,321,840      227,321,840
                                                          =============    =============
</TABLE>


               See accompanying summary of accounting policies and
              notes to condensed consolidated financial statements.

                                       2
<PAGE>

                         XERION ECOSOLUTIONS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three months ended
                                                                           March 31,
                                                                   --------------------------
                                                                       2006           2005
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash Flows From Operating Activities
       Net Income (Loss)                                           $  (945,824)   $  (470,639)
       Adjustments to reconcile net loss to net cash provided by
       operating activities
            Depreciation                                                38,894         37,014
            Minority interest                                          (18,109)       (11,959)
            Changes in
               Accounts receivable, net and other receivable           348,293     (1,781,768)
               Properties held for resale                              252,996
               Advances to suppliers                                   196,637        (68,500)
               Construction-in-progress                              2,729,019     (1,308,077)
               Accounts payable and other payables                    (567,548)       (41,825)
               Advances from buyers                                 (1,716,776)     1,167,118
               Income and other taxes payable                          364,016       (138,362)
                                                                   -----------    -----------
            Net Cash Flows From Operating Activities                   681,598     (2,616,998)

Cash Flows From Investing Activities
       Purchases/transfer of fixed assets                               (2,366)    (1,179,099)
                                                                   -----------    -----------
            Net Cash Provided (Used) by Investing Activities            (2,366)    (1,179,099)

Cash Flows from Financing Activities
       Loan proceeds                                                        --      1,554,364
       Principal loans repayments                                     (404,225)            --
       Capital distribution                                                 --        (23,902)
       Advances to directors and affiliated companies               (1,115,309)       360,637
                                                                   -----------    -----------
            Net Cash Provided (Used) by Financing Activities        (1,519,534)     1,891,099
                                                                   -----------    -----------

       Foreign currency translation adjustment                           3,814
                                                                   -----------    -----------

Increase (Decrease) in Cash                                           (836,488)    (1,904,998)
Cash at Beginning of Year                                            2,858,344      4,251,678
                                                                   -----------    -----------
Cash at End of Year                                                $ 2,021,856    $ 2,346,680
                                                                   ===========    ===========

Supplemental disclosure of cash flow information
       Interest Paid in Cash                                       $    57,883    $    45,996
                                                                   ===========    ===========
       Enterprise income taxes paid                                $   332,251             --
                                                                   ===========    ===========
</TABLE>


               See accompanying summary of accounting policies and
              notes to condensed consolidated financial statements.

                                       3
<PAGE>

                         XERION ECOSOLUTIONS GROUP INC.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

      ORGANIZATIONAL STRUCTURE

      Xerion EcoSolutions Group Inc. (the "Company") 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 was engaged in the business
      of developing gold extraction technology for the mining industry until it
      became inactive in 2004.

      In October of 2005, the Company entered into a stock exchange agreement
      with Town House Land Limited (`Town House") whereby the Company issued
      stock equal to 98.75% in its ownership in exchange for 100% of the
      ownership interest in Town House.

      This transaction was treated as a recapitalization of Town House for
      financial reporting purposes.

      Town House Land (formerly: Hong Kong Window of the World Apparel Co.,
      Limited) was incorporated in Hong Kong, as a private limited liability
      company on August 13, 2001 with an authorized capital of $64,103
      (HK$500,000) divided into 500,000 ordinary shares of par value $0.12
      (HK$1.00) each. Town House Land Limited ("Town House Land") changed to its
      present name on August 13, 2003. On August 15, 2003, Town House Land
      acquired 97% of the outstanding registered capital of Wuhan Town House
      Land. Terms of the transaction call for Town House Land to pay $1,602,564
      in cash plus the contribution of an additional $5,857,488 in share capital
      in Town House Land as consideration for the acquisition of the 97%
      interest in Wuhan Town House's registered capital. For financial reporting
      purposes, Wuhan Town House was considered to be the acquiring entity and
      the additional cash consideration paid was treated as a distribution to
      members. Town House Land had no operations prior to this reverse
      acquisition and there was substantially no change in ownership from that
      of Wuhan Town House as a result of this transaction.

      At March 31,2006 Town House Land held 97% of the registered capital of
      Wuhan Town House, directly held 100% of the equity in Town House Land
      (Miami) Corporation and indirectly 97% of the equity in Town House Land
      (USA) Inc. Collectively hereinafter, Town House Land, Wuhan Town House,
      Town House Land (Miami) Corporation and Town House Land (USA), Inc., are
      referred to as "the Company".

      Wuhan Town House Land Limited ("Wuhan Town House") (formerly: Wuhan
      Pacific Real Estate Development Company Limited) was registered as a
      formal third level property Company in Hubei Province, in the People's
      Republic of China as a limited liability company (in which investors'
      potential losses are limited to their capital contributions) on December
      18, 1995 with a registered capital of $1,207,729 (Rmb. 10,000,000) and a
      defined period of existence of 14 years to December 18, 2009. To meet the
      qualifications of third level property company, the company must (1) have
      registered capital of Rmb.10,000,000, (2) have engineering and staff of
      not less that 12 people, (3) should have completed at lease 50,000 square
      meters of accumulated development area, and (4) have a 100% passing rate
      in construction quality and 10% ranked as excellent.

                                       4
<PAGE>

      Subsequent recapitalizations during 2000 increased Wuhan Town House's
      registered capital to $6,038,647 and changed is classification to a second
      level property company. To meet the qualifications of a second level
      property company, the company must (1) have registered capital of Rmb.
      40,000,000, (2) have engineering and management staff of not less than 24
      people, (3) should have completed 150,000 square meters of accumulated
      areas completed within three years, (4) 100% pass rate in construction
      quality with 10% ranked as excellent, and (5) at least three years
      experience in property development. On August 15, 2003, Wuhan Town House
      entered into a reverse merger agreement with Town House Land Limited
      ("Town House Land").

      On October 10, 2003 Wuhan City Foreign Investment Bureau approved the
      registration of Wuhan Town House Land as a Sino Foreign Joint Investment
      Enterprise with a defined period of existence of 20 years to October 27,
      2023.

      Pursuant to the approval of Wuhan City Industrial and Commercial
      Administrative Bureau on February 20, 2004 Wuhan Pacific Real Estate
      Development Company Limited changed its name to Wuhan Town House Land
      Limited.

      Town House Land (USA) Inc. ("Town House USA") was incorporated in
      California on March 4, 2004 and owns real estate which it is holding for
      development. Town House Land is a wholly owned subsidiary of Wuhan Town
      House.

      Town House Land (Miami) Corporation ("Town House Miami") was incorporated
      in Florida on November 18, 2004 and owns real estate which it is holding
      for development. Town House Miami is a wholly owned subsidiary of Wuhan
      Town House.

      The Company's principal activity is the development and sale of commercial
      and residential real estate. The Company's principal country of operations
      through March 31, 2006 was The People's Republic of China ("PRC"),
      however, the Company held substantial real estate holdings in the United
      States as of that date which it plans to develop in the near future.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies:

      CONSOLIDATION POLICY - The consolidated financial statements include the
      accounts of the Company, Town House, Wuhan Town House, Town House USA, and
      Town House Miami. All significant inter-company transactions and balances
      within the Company are eliminated on consolidation.

      CASH AND EQUIVALENTS - The Company considers all highly liquid debt
      instruments purchased with maturity period of three months or less to be
      cash equivalents. The carrying amounts reported in the accompanying
      consolidated balance sheet for cash and cash equivalents approximate their
      fair value. The Company has restricted cash in accordance with the loan
      covenants.

                                       5
<PAGE>

      ACCOUNTS RECEIVABLE - The Company provides an allowance for doubtful
      accounts equal to the estimated uncollectible amounts. The Company's
      estimate is based on historical collection experience and a review of the
      current status of trade accounts receivable. Accounts receivable in the
      balance sheet is stated net of such provision.

      PROPERTIES HELD FOR SALE - Properties held for sale are comprised of
      properties held for sale and repossessed properties held for resale and
      are stated at the lower of cost or net realizable value. Cost includes
      acquisition costs of land use rights, development expenditure, interests
      and any overhead costs incurred in bringing the developed properties to
      their present location and condition.

      Net realizable value is determined by reference to management estimates
      based on prevailing market conditions.

      PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost and
      are being depreciated over the estimated useful lives of the related
      assets. Depreciation is computed on the straight-line basis for both
      financial and income tax reporting purposes over useful lives net of a 5%
      salvage value as follows:

              Building and land rights                    40 years
              Equipment                                    5 years
              Motor vehicles                             5-8 years
              Office furniture and fixtures                5 years

      Repairs and maintenance costs are normally charged to the statement of
      operations in the year in which they are incurred. In situations where it
      can be clearly demonstrated that the expenditure has resulted in an
      increase in the future economic benefits expected to be obtained from the
      use of the asset, the expenditure is capitalized as an additional cost of
      the asset.

      Property and equipment are evaluated annually for any impairment in value.
      Where the recoverable amount of any property and equipment is determined
      to have declined below its carrying amount, the carrying amount is reduced
      to reflect the decline in value. There were no property and equipment
      impairments recognized during the three months ended March 31, 2006 and
      2005.

      CONSTRUCTION-IN-PROGRESS - Properties currently under development are
      accounted for as construction-in-progress. Construction-in-progress is
      recorded at acquisition cost, including land rights costs, development
      expenditures, and professional fees during the course of construction for
      the purpose of financing the project. Upon completion and readiness for
      use of the project, the cost of construction-in-progress is to be
      transferred to properties held for sale.

      RELATED COMPANIES - A related company is a company in which a director has
      beneficial interests in and in which the Company has significant
      influence.

      INCOME RECOGNITION - Revenue from the sale of properties is recognized
      when the following four criteria are met: (1) a sale is consummated, (2)
      the buyers initial and continuing investments are adequate to demonstrate
      a commitment to pay for the property, (3) the seller's receivable is not
      subject to future subordination, and (4) the seller has transferred to the
      buyer the usual risks and rewards of ownership in a transaction that is in
      substance a sale and does not have a substantial continuing involvement
      with the property.

                                       6
<PAGE>

      Interest income is recognized when earned, taking into account the average
      principal amounts outstanding and the interest rates applicable. COST OF
      PROPERTIES SOLD - The cost of goods sold includes the carrying amount of
      the properties being sold and the business taxes paid by the Company in
      connection with the sales. Business taxes included in cost of sales were
      $240,546 and $0 for the three months ended March 31, 2006 and 2005,
      respectively.

      ADVERTISING - Advertising costs are expensed as incurred. During the three
      months ended March 31, 2006 and 2005, the Company incurred advertising
      expenses of $9,318 and $725 respectively.

      FOREIGN CURRENCIES - These financial statements have been prepared in U.S.
      dollars. The functional currencies for Town House and Wuhan Pacific are
      the "Hong Kong dollar" and "Renminbi" or "Yuan", respectively. Nonmonetary
      assets and liabilities are translated at historical rates, monetary assets
      and liabilities are translated at the exchange rates in effect at the end
      of the year, and income statement accounts are translated at average
      exchange rates.

      TAXATION - Taxation on overseas profits has been calculated on the
      estimated assessable profits for the year at the rates of taxation
      prevailing in the countries in which the Company operates.

      Provision for The People's Republic of China enterprise income tax is
      calculated at the prevailing rate based on the estimated assessable
      profits less available tax relief for losses brought forward.

      Enterprise income tax

      Under the Provisional Regulations of The People's Republic of China
      ("PRC")Concerning Income Tax on Enterprises promulgated by the State
      Council and which came into effect on January 1, 1994, income tax is
      payable by enterprises at a rate of 33% of their taxable income.
      Preferential tax treatment may, however, be granted pursuant to any law or
      regulations from time to time promulgated by the State Council. For the
      years ended December 31, 2005 and 2004, the Company has been granted the
      privilege of computing the gross profit margins on real estate development
      sales at 15% of sales and computed the enterprise income tax at 33% on
      only 15% of sales. During 2005, the Company was able to settle its 2004
      and prior years enterprise tax liabilities with the PRC taxing authorities
      for substantially less than the prevailing statutory rate resulting in the
      recognition of a net income tax benefit in 2005 of $1,484,799.

      Enterprise income tax ("EIT") is provided on the basis of the statutory
      profit for financial reporting purposes, adjusted for income and expense
      items, which are not assessable or deductible for income tax purposes.

      RETIREMENT BENEFIT COSTS - According to The People's Republic of China
      regulations on pension, the Company contributes to a defined contribution
      retirement plan organized by municipal government in the province in which
      the Company was registered and all qualified employees are eligible to
      participate in the plan. Contributions to the plan are calculated at 20%
      or 26% of the employees' salaries above a fixed threshold amount and the
      employees contribute 6% while the Company contributes the balance
      contribution of 14% or 20%. The Company has no other material obligation
      for the payment of retirement benefits beyond the annual contributions
      under this plan.

                                       7
<PAGE>


      FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain
      financial instruments, including cash, accounts receivable, commercial
      notes receivable, other receivables, accounts payable, commercial notes
      payable, accrued expenses, and other payables approximate their fair
      values as of March 31, 2006 because of the relatively short-term maturity
      of these instruments.

      EARNINGS PER SHARE - Basic earnings per share is computed by dividing net
      income by the weighted-average number of common shares outstanding during
      the period. Diluted earnings per share is computed by dividing net income
      by the weighted-average number of common shares and dilutive potential
      common shares outstanding during the period. As of March 31, 2006 and
      2005, there were no outstanding securities or other contracts to issue
      common stock, such as options, warrants or conversion rights, which would
      have a dilutive effect on earnings per share. For presentation purposes,
      earning per share for 2005 and 2006 were computing assuming the
      reorganization occurred on January 1, 2004.

      USE OF ESTIMATES - The preparation of financial statements in accordance
      with generally accepted accounting principles require management to make
      estimates and assumptions that affect reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates. The most significant estimates related to allowance for
      uncollectible accounts receivable, depreciation, costs to complete
      construction in progress, taxes, and contingencies. Estimates may be
      adjusted as more current information becomes available, and any adjustment
      could be significant.

      RECENT ACCOUNTING PRONOUNCEMENTS - SFAS 123(R), SFAS 151, SFAS 152, SFAS
      153 and SFAS 154 - SFAS 123 (R), Share Based Payment replaces SFAS 123,
      Accounting for Stock-Based Compensation, SFAS No. 151, Inventory Costs -
      an amendment of ARB No. 4 and SFAS No. 152, Accounting for Real Estate
      Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,
      SFAS No. 153, Exchange of Non-monetary Assets - an amendment of APB
      Opinion No. 29 and SFAS No. 154, Accounting Changes and Error Corrections
      - a replacement of APB No. 20 and SFAS 3 were recently issued. SFAS No.
      123(R), 151, 152, 153 and 154 have no current applicability to the Company
      and have no effect on the consolidated financial statements.

      RECLASSIFICATIONS - Certain amounts in the 2005 financial statements have
      been reclassified to conform to the 2006 presentation.

3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK

      At March 31, 2006, the Company had $1,940,148 cash in banks located in The
      People's Republic of China ("PRC") and these balances are not covered by
      any type of protection similar to that provided by the Federal Deposit
      Insurance Corporation on funds held in United States banks.

                                       8
<PAGE>

      Substantially all of the Company's operations are in the PRC other than
      three significant real estate holdings in the United States.

      The Company provides credit in the normal course of business. The Company
      performs ongoing credit evaluations of its customers and clients and
      maintains allowances for doubtful accounts based on factors surrounding
      the credit risk of specific customers and clients, historical trends, and
      other information. Accounts receivable totaling $246,492 and $738,124 as
      of March 31, 2006 and 2005, respectively, were collateralized by real
      estate.

4. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

      Accounts receivable consist of the following as of March 31, 2006:

      Accounts receivable                                           $   691,813
      Less: Provision for doubtful debts                               (445,321)
                                                                    -----------
      Accounts receivable net of provision for doubtful debts       $   246,492
                                                                    -----------

5. PROPERTIES HELD FOR RESALE

      As of March 31, 2006, the Company had the following properties held for
      resale:

      General Garden                                                $    13,278
      Garden of Eden                                                         --
      Diamond Mansion Phase I Residential                                28,289
      Diamond Mansion Phase I Commercial                              3,575,458
      Diamond Mansion Phase 2                                           283,161
      Gutian Apartments                                                 219,546
      Wuhan Town House Plaza                                            221,549

      Other                                                              92,478
                                                                    ===========

      Total                                                         $ 4,433,759
                                                                    ===========

6. PROPERTIES AND EQUIPMENT

      Properties and equipment as of March 31, 2006, stated at cost less
      accumulated depreciation and amortization, consist of:


      Land use rights and buildings                                 $ 2,545,210
      Plant and machineries                                              30,210
      Motor vehicles                                                    572,876
      Office equipment                                                  225,353
                                                                    -----------
                                                                      3,373,649
      Less: Accumulated depreciation and amortization                  (508,322)
                                                                    -----------
                                                                    $ 2,865,327
                                                                    ===========


                                       9
<PAGE>

      As of March 31, 2006, the Company owned three tracks of land located in
      the United States which it was holding for development. The cost basis in
      this land at March 31, 2006 was $4,760,916. At March 31, 2006,
      substantially all of this land was pledged as collateral on various loans.

7. CONSTRUCTION-IN-PROGRESS

      Construction-in-progress represents three combined residential and
      commercial projects. Construction-in-progress represents the cost of the
      land use rights, capitalized interest expenses, related pre-approval
      capital expenditures and government approval fees. A detail of these costs
      by project as of March 31, 2006 is as follows:

      Diamond Mansion Phase II                                       $  450,458
      YiChang Town House Plaza                                        5,042,143
                                                                     ----------

                                                                     $5,492,601
                                                                     ==========

      YiChang Town House Plaza construction-in-progress is pledged as collateral
      on certain short-term and long-term borrowings of Wu Han Town House.

      During the three months ended March 31, 2006, the Company decided to
      abandon the Jing Qi project which had been long delayed waiting for the
      Provence to build access roads. This resulted in an impairment loss of
      $956,855.

8. ADVANCES FROM BUYERS

      Advances from buyers represented deposits from residential property buyers
      and which procedures for the transfer of ownership of the property
      purchased have not been completed as of the balance sheet date. The
      deposits from such property buyers for residential properties to be
      transferred in the subsequent years are carried forward as deferred
      revenue.

9.TRANSACTIONS WITH RELATED PARTIES

      Amounts due from/(to) directors and officers at March 31, 2006 are as
      follows:

      Fang Zhong (Director)                                         $ 2,111,258
      Hu Min (Director)                                                   5,970
      Luo Yun Fang (Director)                                              (586)
      Fang Wei Jun (Director)                                              (440)
      Fang Hui (Deceased)                                                  (440)
      Fang Wei Feng (Director)                                          (70,508)
                                                                    -----------
                                                                    $ 2,045,254
                                                                    ===========

      The amounts due are unsecured, interest free and have no fixed repayment
      terms. For financial reporting purposes, the net balance due from
      directors has been reflected as an offset against stockholders equity.

      During the three months ended March 31, 2006 Fang Zhong received
      $1,115,309 in advances from the Company. Of these advances, $546,271 went
      to Wuhan Pacific Shopping Mall Limited pursuant to a guarantee of Fang
      Zhong

                                       10
<PAGE>

10. OTHER TAXES PAYABLE

      Other tax payables at March 31, 2006 consist of the following:

      Business tax                                                  $ 1,426,703
      Other taxes                                                       502,922
                                                                    -----------

                                                                    $ 1,929,625
                                                                    ===========

11. SHORT-TERM LOANS

      The Company had the following short-term loans at March 31, 2006:

           Wu Han Town House short-term bank loan,
           secured by residential units of Town House
           Plaza, interest at 120% of the national rate,
           paid periodically, due on February 7, 2006.              $  276,588

           Town House Land (Miami) short-term bank loan,
           secured by real estate property in the United
           States, interest at 1% over prime (8.250% at
           December 31, 2005), principle due on
           December 31, 2006.                                          800,000

           Wuhan Town House short-term bank loan,
           secured by corporate guarantee, interest
           at 6.696% paid periodically, principle due on
           December 31, 2007.                                          692,176

           Wuhan Town House short-term bank loan,
           secured by YiChang Project construction-
           in-progress, interest at 115% of the national
           rate, principle due based upon a percentage
           of sales through December 20, 2006.                       1,726,264

           Town House Land (USA) short-term bank loan,
           secured by real estate property in the United
           States, interest at Far East Bank Prime Rate
           Plus 1% (7.0% at September 30, 2005) paid
           periodically, principle due on
           May 1, 2006.                                                760,000

           Wu Han Town House short-term loan from a
           financial institution, secured by real property,
           interest at Far East Bank Prime Rate plus 1%
           (7.0% at September 30, 2005) paid periodically,
           principle due on May 1, 2006.                               100,000

                                       11
<PAGE>

           Town House Land short-term loan from a
           financial institution, secured by 433,000 shares
           of Town House Land stock issued to a director,
           interest at 20% paid periodically, principle due on
           October 25, 2005.                                            95,000

           Wuhan Town House short-term bank loan,
           Secured by YiChang Project construction-
           in-progress, interest at 120% of national
           rate paid periodically, principle due based
           upon a percentage of sales through
           February 28, 2007.                                          246,609

           Hire purchase                                                 9,692

           Indirect financing                                          301,973
                                                                   -----------

                                                                   $ 5,008,302
                                                                   ===========

12. INCOME TAX

      Provision for The People's Republic of China enterprise income tax ("EIT")
      is calculated at the prevailing rate based on the estimated assessable
      profits less available tax relief for losses carried forward.

      For the three months ended March 31, 2006 and 2005, the Company has been
      granted the privilege of computing the gross profit margins on real estate
      development sales at 15% of sales and computed the enterprise income tax
      at 33% on only 15% of sales.

      EIT is provided on the basis of the statutory profit for financial
      reporting purposes, adjusted for income and expense items, which are not
      assessable or deductible for income tax purposes.

      A reconciliation of EIT tax at the statutory rate to the Company's
      effective rate is as follows:

                                                        2006          2005
                                                      ---------    ---------

      Computed tax at Federal statutory rate of 34%   $(254,608)   $(160,017)

      Difference primarily attributable to EIT tax
      assessed on gross real estate sales and
      adjustments to prior years tax liabilities
      based on assessments from the PRC taxing
      authorities                                        42,362      160,017
                                                      ---------    ---------
      Provision for (benefit from) income taxes       $(212,246)   $      --
                                                      =========    =========

                                       12
<PAGE>

13. COMMITMENTS

      As of March 31, 2006, the Company had contractual commitments on
      construction projects totaling $18,383,935; commitments for lease
      expenditures of $32,389; and an advertising commitment of $22,389.

      During January of 2005, the Company and Fang Johnson entered into a three
      year commitment to advance up to Rmb. 30,000,000 ($3,699,137) to Wuhan
      Pacific Shopping Mall Limited. Fang Johnson has personally guaranteed the
      repayment of these advances. As of March 31, 2006, the Company had
      advanced a total of $3,278,774 to Wuhan Pacific Shopping Mall Limited, all
      of which was treated as a repayment/advance of funds to Fang Johnson.

                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      This Form 10-QSB contains forward-looking statements that involve
substantial risks of uncertainties. You can identify these statements by
forward-looking words such as "may", "will", "expect", "plans", "intends",
"anticipate", "believe", "estimate" and "continue" or similar words and are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. You should read statements that contain these words carefully because
they discuss its future expectations, contain projections of its future results
of operations or of its financial condition or state other "forward-looking"
information. The Company believes that it is important to communicate its future
expectations to its investors. However, there may be events in the future that
the Company is not able to accurately predict or control. The factors listed
above in the section captioned "Risk Factors", as well as any differ materially
from the expectations the Company describe in its forward-looking statements.

Results of Operations

Comparison of operations for the three months ended March 31, 2006 with the
three months ended March 31, 2005:

Revenues

      Sales revenues increased by $4,287,805 or 100%, in 2006 from $0.00 in
2005. The favorable variance in sales revenue was mainly attributable to sale of
units that became available for sale in 2006 that where under construction in
2005.

      o     Sales of residential properties were $3,712,110 for the three months
            ended March 31, 2006. The percentage of residential sales to total
            sales was 86.5% for 2005.

      o     Sales of commercial properties were $575,695 for the three months
            ended March 31, 2006. The percentage of commercial sales to total
            sales was 13.5% 2005.

Cost of Goods Sold

      Cost of properties sold increased to $3,279,050 for the three months ended
March 31, 2006. The costs of properties sold are for the 6 commercial units and
170 residential units sold during the quarter. Cost of properties sold also
include $240,546 of construction and sales taxes associated with the units sold
during the three months ended March 31, 2006

Operating and other expenses

      Selling expenses increased by $50,135, or 45%, to $159,968 in 2006 from
$109,833 in 2005, primarily as a result of the following:

      o     Advertising expenses increased by $8,593, or 1,185%, due to
            advertising to stimulate pre-sales of the soon to be completed of
            Town House Plaza.

      o     Promotional expenses increased by $48,788, or 229%, due to more
            promotional activities in new and existing markets.


                                       14
<PAGE>

      Administrative expenses increased by $279,577, or 50%, to $557,923 in 2006
from $278,346 in 2005, primarily as a result of the following:

      o     Salaries of administrative staff increased by $149,023, or 176%, due
            to an increase in bonuses and average monthly salaries

      o     Legal and professional fees increased by $29,633, or 590%, as a
            result of increases legal services during 2006.

      o     Other tax expenses increased by $44,500, or 9,251% as a result of
            increases in stamp duty, property duty and licenses duty paid.

      o     Rental expense increased $18,986, or 453%, as a result of new
            offices established in Miami and additional sales office in Yichang.

      Depreciation expense increased by $1,880, or 5%, to $38,894 in 2006 from
$37,014 in 2005. This increase is primarily attributable to the purchase of
additional assets during 2005.

      Impairment loss of $956,855 due to the termination of the Jing Qi project.
The Jing Qi project has been suspended for many years waiting for the
construction of a public road near the project. Because the status of the road
construction could not be determined with any degree of certainty the Company
has canceled the project.

      Interest and finance costs increased by $7,926, or 16%, to $57,833 in 2006
from $49,957 in 2005. This increase is primarily a result of an increase
interest expense related to short term loans coupled with bank handling charges.

Liquidity and Capital Resources

      As of March 31, 2006, the Company had a working capital deficit of
$6,075,629

Cash flows

Operating. Net cash flow provided by operating activities increased by
$3,298,626, or 1,260%, to $681,628 in 2006 from $(2,616,998) in 2005. This
increase is primarily attributable to the increase in sales during 2006 as
compared to 2005 discussed above.

Investing. Cash used in investing activities decreased $1,176,733 to $2,366 in
2006 from $1,179,099 in 2005. This decrease is primarily attributable to the
Acquisition of properties in 2005.

Financing. The Company has repaid $404,225 of borrowings in 2006 compared to
$1,554,364 in loan proceeds in 2005. This change is primarily a result of
completing projects and paying down financing. The Company paid cash advances to
directors and affiliated companies of $1,115,309 in 2006.


                                       15
<PAGE>

Critical Accounting Policies

      The financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and the following
is a summary of significant accounting policies:

      Consolidation policy - The consolidated financial statements include the
accounts of the Company, Town House, Wuhan Town House, Town House USA, and Town
House Miami. All significant inter-company transactions and balances within the
Company are eliminated on consolidation.

      Cash and equivalents - The Company considers all highly liquid debt
instruments purchased with maturity period of three months or less to be cash
equivalents. The carrying amounts reported in the accompanying consolidated
balance sheet for cash and cash equivalents approximate their fair value. The
Company has restricted cash in accordance with the loan covenants.

      At March 31, 2006, the Company had $1,940,148 cash in banks located in the
People's Republic of China ("PRC") and these balances are not covered by any
type of protection similar to that provided by the FDIC on funds held in United
States banks.

      Accounts receivable - The Company provides an allowance for doubtful
accounts equal to the estimated uncollectible amounts. The Company's estimate is
based on historical collection experience and a review of the current status of
trade accounts receivable. Accounts receivable in the balance sheet is stated
net of such provision.

      Related companies - A related company is a company in which a director has
beneficial interests in and in which the Company has significant influence.

      Properties held for sale - Properties held for sale are comprised of
properties held for sale and repossessed properties held for resale and are
stated at the lower of cost or net realizable value. Cost includes acquisition
costs of land use rights, development expenditure, interests and any overhead
costs incurred in bringing the developed properties to their present location
and condition.

      Net realizable value is determined by reference to management estimates
based on prevailing market conditions.

      Construction-in-progress - Properties currently under development are
accounted for as construction-in-progress. Construction-in-progress is recorded
at acquisition cost, including land rights costs, development expenditures,
professional fees and during the course of construction for the purpose of
financing the project. Upon completion and readiness for use of the project, the
cost of construction-in-progress is to be transferred to properties held for
sale.

      Income Recognition - Revenue from the sale of properties is recognized
when the following four criteria are met: (1) a sale is consummated, (2) the
buyers initial and continuing investments are adequate to demonstrate a
commitment to pay for the property, (3) the seller's receivable is not subject
to future subordination, and (4) the seller has transferred to the buyer the
usual risks and rewards of ownership in a transaction that is in substance a
sale and does not have a substantial continuing involvement with the property.


                                       16
<PAGE>

      Interest income is recognized when earned, taking into account the average
principal amounts outstanding and the interest rates applicable.

      Cost of properties sold - The cost of goods sold includes the carrying
amount of the properties being sold and the business taxes paid by the Company
in connection with the sales. Business taxes included in cost of sales were
$240,546 and $0.00 for the three months ended March 31, 2006 and 2005,
respectively.

      Advertising - Advertising costs are expensed as incurred. During the three
months ended March 31, 2006 and 2005, the Company incurred advertising expenses
of $9,318 and $725 respectively.

      Foreign currencies - These financial statements have been prepared in U.S.
dollars. The functional currencies for Town House and Wuhan Pacific are the
"Hong Kong dollar" and "Renminbi" or "Yuan", respectively. Nonmonetary assets
and liabilities are translated at historical rates, monetary assets and
liabilities are translated at the exchange rates in effect at the end of the
year, and income statement accounts are translated at average exchange rates.

      Taxation - Taxation on overseas profits has been calculated on the
estimated assessable profits for the year at the rates of taxation prevailing in
the countries in which the Company operates.

      Provision for The People's Republic of China enterprise income tax is
calculated at the prevailing rate based on the estimated assessable profits less
available tax relief for losses brought forward.

      Enterprise income tax

      Under the Provisional Regulations of The People's Republic of China
("PRC")Concerning Income Tax on Enterprises promulgated by the State Council and
which came into effect on January 1, 1994, income tax is payable by enterprises
at a rate of 33% of their taxable income. Preferential tax treatment may,
however, be granted pursuant to any law or regulations from time to time
promulgated by the State Council. For the three months ended March 31, 2006 and
2005, the Company has been granted the privilege of computing the gross profit
margins on real estate development sales at 15% of sales and computed the
enterprise income tax at 33% on only 15% of sales. During 2005, the Company was
able to settle its 2004 and prior years enterprise tax liabilities with the PRC
taxing authorities for substantially less than the prevailing statutory rate
resulting in the recognition of a net income tax benefit in 2005 of $1,484,799.

      Enterprise income tax ("EIT") is provided on the basis of the statutory
profit for financial reporting purposes, adjusted for income and expense items,
which are not assessable or deductible for income tax purposes.

      Fair value of financial instruments - The carrying amounts of certain
financial instruments, including cash, accounts receivable, commercial notes
receivable, other receivables, accounts payable, commercial notes payable,
accrued expenses, and other payables approximate their fair values as of March
31, 2006 because of the relatively short-term maturity of these instruments.


                                       17
<PAGE>

      Use of estimates - The preparation of financial statements in accordance
with generally accepted accounting principles require management to make
estimates and assumptions that affect reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The most significant
estimates related to allowance for uncollectible accounts receivable,
depreciation, costs to complete construction in progress, taxes, and
contingencies. Estimates may be adjusted as more current information becomes
available, and any adjustment could be significant.

      Earnings Per Share - Basic earnings per share is computed by dividing net
income by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share is computed by dividing net income by the
weighted-average number of common shares and dilutive potential common shares
outstanding during the period. As of March 31, 2006 and 2005, there were no
outstanding securities or other contracts to issue common stock, such as
options, warrants or conversion rights, which would have a dilutive effect on
earnings per share. For presentation purposes, earning per share for 2006 and
2005 were computing assuming the reorganization occurred on January 1, 2004.

(1) Caution Regarding Forward-Looking Information

      When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. These risks and uncertainties, many of which are beyond our control,
include (i) the sufficiency of existing capital resources and the Company's
ability to raise additional capital to fund cash requirements for future
operations; (ii) volatility of the stock market; and (iii) general economic
conditions. Although the Company believes the expectations reflected in these
forward-looking statements are reasonable, such expectations may prove to be
incorrect.

                                       18
<PAGE>

(5) Contractual Obligations

      The following table is a summary of the Company's contractual obligations
as of March 31, 2006:

<TABLE>
<CAPTION>
                                           Less Than
                              Total         One Year      1-3 Years      Thereafter
                           ------------   ------------   ------------   ------------
<S>                        <C>            <C>            <C>            <C>
Advances from Buyers       $  3,736,442   $  3,736,442             --             --

Notes Payable                 5,008,302      5,008,302              ~              ~

Operation Leases                 54,682         54,682              ~              ~

Construction Commitments     18,383,935     18,383,935              ~              ~
                           ------------   ------------   ------------   ------------
                           $ 27,183,361   $ 27,183,361   $         --   $         --
                           ============   ============   ============   ============
</TABLE>

ITEM 3. CONTROLS AND PROCEDURES

      The Company's Chief Executive Officer/President and its Chief Financial
Officer/principal accounting officer (collectively, the "Certifying Officers")
are responsible for establishing and maintaining disclosure controls and
procedures for the Company. Such officers have concluded (based upon their
evaluation of these controls and procedures as of a date within 90 days of the
filing of this report) that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officers as appropriate, to allow timely
decisions regarding required disclosure. The Certifying Officers also have
indicated that there were no significant changes in the Company's internal
controls or other factors that could significantly affect such controls
subsequent to the date of their evaluation, and that there were no corrective
actions necessary with regard to any significant deficiencies and material
weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.


                                       19
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company recently filed a Schedule 14C Information Statement with the
U.S. Securities and Exchange Commission regarding a special meeting of the
stockholders of the Company to be held on May 31, 2006, at 3:00 p.m. local time,
at 55 South Lake Avenue, Pasadena, CA 91101, for the purpose of approving the
following proposals:

      (1)   To approve the reincorporation of the Company from the State of
            Colorado to the State of Nevada, including the change of our
            corporate name to "SINO-American Development Corporation" ("SADC")
            and a change in the par value of preferred stock to $0.001 par value
            per share from no par value and our authorized shares from
            300,000,000 to 150,000,000;

      (2)   To approve a one-for-eight (1-for-8) reverse split of the currently
            issued and outstanding Common Stock of the Company;

      (3)   To elect members to the Board of Directors of the Company consisting
            of five persons: Mr. Fang Zhong, Mr. Yang Jeongho, Mr. Fang Wei
            Feng, Mr. Fang Wei Jun, and Mr. Dick R. Lee;

      (4)   To approve the 2006 Stock Option, SAR and Stock Bonus Plan;

      (5)   To approve the appointment of Murrell, Hall, McIntosh & Co., PLLP as
            the registered public accounting firm of the Company for its fiscal
            year ending December 31, 2006; and

      (6)   To consider and act upon such other business as may properly come
            before the meeting or any adjournment thereof.

ITEMS 5. OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.

      3(i)  Articles of Incorporation and Amendments

            3.1   Articles of Incorporation of Gemini Ventures, Inc. filed on
                  November 11, 1985 with the Secretary of State of the State of
                  Colorado is incorporated herein by reference to exhibit 3.1 to
                  the Form 10-KSB annual report filed by the Company for the
                  year ended December 31, 2005.

            3.2   Articles of Amendment to the Articles of Incorporation filed
                  July 3, 1989 is incorporated herein by reference to exhibit
                  3.2 to the Form 10-KSB annual report filed by the Company for
                  the year ended December 31, 2005.

            3.3   Certificate of Correction filed on December 9, 1994, to
                  correct the name of the Company to The Voyageur First, Inc. is
                  incorporated herein by reference to exhibit 3.3 to the Form
                  10-KSB annual report filed by the Company for the year ended
                  December 31, 2005.

            3.4   Articles of Amendment to the Articles of Incorporation filed
                  November 29, 1995, changing the name of the Company to North
                  American Resorts, Inc., and additional changes is incorporated
                  herein by reference to exhibit 3.4 to the Form 10-KSB annual
                  report filed by the Company for the year ended December 31,
                  2005.

            3.5   Amendments to Articles of Incorporation filed April 21, 1998,
                  increasing the authorized number of shares of common stock to
                  150,000,000 shares, par value $.001, is incorporated herein by
                  reference to exhibit 3.5 to the Form 10-KSB annual report
                  filed by the Company for the year ended December 31, 2005.


                                       20
<PAGE>

            3.6   Amendment to Articles of Incorporation filed October 5, 1998,
                  naming the members of the Board of Directors is incorporated
                  herein by reference to exhibit 3.6 to the Form 10-KSB annual
                  report filed by the Company for the year ended December 31,
                  2005.

            3.7   Amendment to Articles of Incorporation filed April 14, 2000,
                  to change directors and amend Bylaws is incorporated herein by
                  reference to exhibit 3.7 to the Form 10-KSB annual report
                  filed by the Company for the year ended December 31, 2005.

            3.8   Amendment to Articles of Incorporation filed on June 30, 2000,
                  to change the name of the Company to Immulabs Corporation is
                  incorporated herein by reference to exhibit 3.8 to the Form
                  10-KSB annual report filed by the Company for the year ended
                  December 31, 2005.

            3.9   Amendment to Articles of Incorporation filed on March 28,
                  2005, changing the name of the Company to Xerion EcoSolutions
                  Group Inc. is incorporated herein by reference to exhibit 3.9
                  to the Form 10-KSB annual report filed by the Company for the
                  year ended December 31, 2005.


            3(ii) Bylaws of the Company is incorporated herein by reference to
                  exhibit 3(ii) of Form 10-QSB filed by the Company for its
                  fiscal year ended December 31, 2005.

            21.   List of the subsidiaries of the Company is incorporated herein
                  by reference to Exhibit 21 to the Form 10-KSB annual report of
                  the Company for the year ended December 31, 2006.

            99.1  Charter of the Compensation Committee of the Board of
                  Directors is incorporated herein by reference to exhibit 99.1
                  to the Form 10-KSB annual report filed by the Company for its
                  fiscal year ended December 31, 2005.

            99.2  Charter of the Audit Committee of the Board of Directors is
                  incorporated herein by reference to exhibit 99.2 to the Form
                  10-KSB annual report filed by the Company for its fiscal year
                  ended December 31, 2005.

            31.1  Certification of Fang Zhong

            31.2  Certification of Lou Yun Fang

            32    Certification of Zhong Fang and Lou Yun Fang


(b)   Reports on Form 8-K

      None


                                       21
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   Xerion EcoSolutions Group Inc.

Date: May 14, 2006                 By:
                                   ---------------------------------------------
                                   Fang Zhong
                                   Chief Executive Officer and President

                                       22