**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**




(Mark
      One)


x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
                the quarterly period ended:**September 30, 2007**





Or





o
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
                the transition period from ______________ to
                _______________





Commission
      File Number: **0-26760**




**SINO-AMERICAN
                DEVELOPMENT CORPORATION**(Exact
                name of registrant as specified in its
                charter)




**Nevada**
            
            **20-5065416**(State
                or other jurisdiction of incorporation of organization)
            
            (I.R.S.
                Employer Identification Number)





**1427
                West Valley Boulevard, Suite 101**
              **Alhambra,
                California**
            
            **91803**(Address
                of principal executive offices)
            
            (Zip
                code)




**(310)
                208-1182**(Registrant’s
                telephone number, including area
                code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the
      preceding 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
o




The
      registrant is a shell company (as defined by Rule 12b-2 of the Exchange
      Act). Yes
oNo
x




APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each issuer’s classes of common stock, as of
      the latest practicable date: 2,408,000 issued and outstanding as of November
      15,
      2007.




Transitional
      Small Business Disclosure Form (Check one): Yes
oNo
x









**TABLE
      OF CONTENTS**


**TO
      QUARTERLY REPORT ON FORM 10-QSB**


**FOR
      QUARTER ENDED SEPTEMBER 30, 2007**




PageCaution
                Regarding Forward-Looking Information
            
            3PART
                I
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                Statements
            
            4Consolidated
                Balance Sheets
            
            6Consolidated
                Statements of Operations and Other Comprehensive Loss
            
            7Consolidated
                Statements of Shareholders' Equity
            
            9Consolidated
                Condensed Statements of Cash Flows
            
            10Notes
                to Consolidated Financial Statements
            
            11Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            17Item
                3.
            
            Controls
                and Procedures
            
            35PART
                II
            
            OTHER
                INFORMATIONItem
                1.
            
            Legal
                Proceedings
            
            36Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            36Item
                3.
            
            Defaults
                Upon Senior Securities
            
            36Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            36Item
                5.
            
            Other
                Information
            
            36Item
                6.
            
            Exhibits
            
            36Signatures
            
            38





2


**CAUTION
      REGARDING FORWARD-LOOKING INFORMATION**





All
      statements contained in this Quarterly Report on Form 10-QSB (“Form 10-QSB”) for
      Sino-American Development Corporation, other than statements of historical
      facts, that address future activities, events or developments are
      forward-looking statements, including, but not limited to, statements containing
      the words “believe,” “anticipate,” “expect” and words of similar import. These
      statements are based on certain assumptions and analyses made by us in light
      of
      our experience and our assessment of historical trends, current conditions
      and
      expected future developments as well as other factors we believe are appropriate
      under the circumstances. However, whether actual results will conform to the
      expectations and predictions of management is subject to a number of risks
      and
      uncertainties that may cause actual results to differ materially.





Such
      risks include, among others, the following: international, national and local
      general economic and market conditions: our ability to sustain, manage or
      forecast our growth; raw material costs and availability; new product
      development and introduction; existing government regulations and changes in,
      or
      the failure to comply with, government regulations; adverse publicity;
      competition; the loss of significant customers or suppliers; fluctuations and
      difficulty in forecasting operating results; changes in business strategy or
      development plans; business disruptions; the ability to attract and retain
      qualified personnel; the ability to protect technology; and other factors
      referenced in this and previous filings.





Consequently,
      all of the forward-looking statements made in this Form 10-QSB are qualified
      by
      these cautionary statements and there can be no assurance that the actual
      results anticipated by management will be realized or, even if substantially
      realized, that they will have the expected consequences to or effects on our
      business operations. As used in this Form 10-QSB, unless the context requires
      otherwise, “we” or “us” or “Sino” or the “Company” means Sino-American
      Development Corporation and its subsidiaries.




3


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements**




**SINO
        - AMERICAN DEVELOPMENT CORPORATION AND SUBSIDIARIES**




**Consolidated
        Financial Statements**


**For
        the Three Months and Nine Months Ended September 30, 2007 and
        2006**
   4


Sino-American
        Development Corporation and Subsidiaries




Consolidated
        Financial Statements


For
        the
        Three Months and Nine Months Ended September 30, 2007 and
        2006




Page(s)Consolidated
                  Balance Sheets
              
              
              6Consolidated
                    Statements of Operations and Other Comprehensive
                    Loss
              
              
              7-8Consolidated
                  Statements of Shareholders' Equity
              
              
              9Consolidated
                  Statements of Cash Flows
              
              
              10Notes
                  to Consolidated Financial Statements
              
              
              11




5


Sino-American
                  Development Corporation and SubsidiariesConsolidated
                  Balance SheetAs
                  of September 30, 2007Unaudited(Amounts
                  expressed in U.S. Dollars)
  ASSETSAssets
                
                
                -$
                -LIABILITIESLiabilities
                
                $
                -
  SHAREHOLDERS'
                  EQUITYShare
                  capitalAuthorized:
                  150,000,000 common stockm of par value of $0.001 and 50,000,000
                  preferred
                  stock of par values of $0.001Issued
                  and outstanding : 2,408,000 common stocks of par values of $0.001
                  (note
                  4)
              
              $
              2,408Additional
                  paid-in capital
              
              
              8,740,919Accumulated
                  deficits
              
              
              (8,743,327
              )Total
                  liabilities and shareholders' equity
              
              $
              -




The
            accompanying notes are an integral part of these financial
            statements.
 6


Sino-American
            Development Corporation and Subsidiaries
  Consolidated
            Statements of Operations and Other Comprehensive Loss
 For
            the
            Three Months and Nine Months Ended September 30, 2007 and 2006
 Unaudited
 (Amounts
            expressed in U.S. Dollars)
 Three
                    months ended
                  September
                    30,
                
                Nine
                    months ended
                  September
                    30,2007
                
                2006
                
                2007
                
                2006Sales
                    revenue
                
                $
                14,172
                
                $
                6,524,081
                
                $
                1,859,907
                
                $
                11,409,809Cost
                    of properties sold
                
                
                (21,634
                )
                
                (6,397,059
                )
                
                (2,839,116
                )
                
                (11,263,593
                )Gross
                    (loss)profit
                
                
                (7,462
                )
                
                127,022
                
                
                (979,209
                )
                
                146,216Selling
                    expenses
                
                
                (462
                )
                
                (121,293
                )
                
                (52,142
                )
                
                (294,882
                )Depreciation
                    expense
                
                
                (710
                )
                
                (35,198
                )
                
                (93,209
                )
                
                (136,574
                )General
                    and administrative expenses
                
                
                (91,206
                )
                
                (537,225
                )
                
                (492,284
                )
                
                (1,605,506
                )Impairment
                    losses
                
                
                -
                
                
                (982,786
                )
                
                -
                
                
                (4,225,949
                )(Loss)
                    from operations
                
                
                (99,840
                )
                
                (1,549,480
                )
                
                (1,616,844
                )
                
                (6,116,695
                )Other
                    income (expenses)Other
                    revenues
                
                
                299
                
                
                18,746
                
                
                39,195
                
                
                25,321Interest
                    and finance costs
                
                
                121
                
                
                (89,997
                )
                
                (141,166
                )
                
                (222,732
                )Total
                    other income (expenses)
                
                
                420
                
                
                (71,251
                )
                
                (101,971
                )
                
                (197,411
                )(Loss)
                    before provision for incometaxes
                    and minority interest
                
                
                (99,420
                )
                
                (1,620,731
                )
                
                (1,718,815
                )
                
                (6,314,106
                )Provision
                    for income taxes
                
                
                (701
                )
                
                (307,906
                )
                
                (92,065
                )
                
                (549,750
                )
 
 The
          accompanying notes are an integral part of these financial
          statements.
   7
 
 Sino-American
            Development Corporation and Subsidiaries
  Consolidated
            Statements of Operations and Other Comprehensive Income
 For
            the
            Three Months and Nine Months Ended September 30, 2007 and 2006
 Unaudited
 (Amounts
            expressed in U.S. Dollars)
 Three
                    months ended
                  September
                    30,
                
                Nine
                    months ended
                  September
                    30,2007
                
                2006
                
                2007
                
                2006Net
                    (loss) before minority interest
                
                
                (100,121
                )
                
                (1,928,637
                )
                
                (1,810,880
                )
                
                (6,863,856
                )Less:
                    minority interest
                
                
                (11,257
                )
                
                93,907
                
                
                40,066
                
                
                235,084Net
                    (loss)
                
                
                (111,378
                )
                
                (1,834,730
                )
                
                (1,770,814
                )
                
                (6,628,772
                )Other
                    comprehensive income (loss)Foreign
                    currency translation adjustment
                
                
                64,851
                
                
                (281,086
                )
                
                -
                
                
                38,916Comprehensive
                    (loss)
                
                $
                (46,527
                )
                $
                (2,115,816
                )
                $
                (1,770,814)
                
                $
                (6,589,856
                )Weight
                    average number of shares-
                    Basic and diluted
                
                
                2,408,000
                
                
                1,671,484
                
                
                2,408,000
                
                
                1,671,484(Loss)
                    per share-
                    Basic and diluted
                
                $
                (0.046
                )
                $
                (1.098
                )
                $
                (0.735)
                
                $
                (3.966
                )Comprehensive
                    (loss) per share-
                    Basic and diluted
                
                $
                (0.019
                )
                $
                (1.266
                )
                $
                (0.735
                )
                $
                (3.943
                )
  The
          accompanying notes are an integral part of these financial
          statements.
  8
 
 Sino-American
            Development Corporation and Subsidiaries
  Consolidated
            Statements of Shareholders' Equity
 For
            the
            Nine Months Ended September 30, 2007 and 2006
 (Amounts
            expressed in U.S. Dollars)
  Additional
                  
                  
                  
                  OtherNumber
                  
                  Common
                  
                  paid-in
                  
                  Accumulated
                  
                  comprehensiveof
                      shares
                  
                  stock
                  
                  capital
                  
                  deficits
                  
                  income
                  
                  TotalBalance,
                      December 31, 2005 (Audited)
                  
                  
                  1,671,484
                  
                  $
                  1,672
                  
                  $
                  5,973,331
                  
                  $
                  3,458,396
                  
                  $
                  262,709
                  
                  $
                  9,696,108Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (6,863,856
                  )
                  
                  -
                  
                  
                  (6,863,856
                  )Other
                      comprehensive (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (38,916
                  )
                  
                  (38,916
                  )Balance,
                      September 30, 2006 (Unaudited)
                  
                  
                  1,671,484
                  
                  
                  1,672
                  
                  
                  5,973,331
                  
                  
                  (3,405,460
                  )
                  
                  223,793
                  
                  
                  2,793,336Net
                      (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (3,567,053
                  )
                  
                  -
                  
                  
                  (3,567,053
                  )Other
                      comprehensive (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (519,617
                  )
                  
                  (519,617
                  )Balance,
                      December 31, 2006 (Audited)
                  
                  
                  1,671,484
                  
                  
                  1,672
                  
                  
                  5,973,331
                  
                  
                  (6,972,513
                  )
                  
                  (295,824
                  )
                  
                  (1,293,334
                  )Issue
                      of shares
                  
                  
                  736,516
                  
                  
                  736
                  
                  
                  11,769
                  
                  
                  -
                  
                  
                  -
                  
                  
                  12,505Net
                      (loss)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,770,814
                  )
                  
                  -
                  
                  
                  (1,770,814
                  )Effect
                      of spin-off subsidiaries
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,755,819
                  
                  
                  -
                  
                  
                  295,824
                  
                  
                  3,051,643Balance,
                      September 30, 2007 (Unaudited)
                  
                  
                  2,408,000
                  
                  $
                  2,408
                  
                  $
                  8,740,919
                  
                  $
                  (8,743,327
                  )
                  $
                  -
                  
                  $
                  -
  The
            accompanying notes are an integral part of these financial
            statements.
  9


Sino-American
                  Development Corporation and SubsidiariesConsolidated
                  Statements of Cash FlowsFor
                  the Nine Months Ended September 30, 2007 and 2006Unaudited(Amounts
                  expressed in U.S. Dollars)
  Nine
                  months ended
                September
                  30,2007
              
              2006Cash
                  flows from operating activities:Net
                  loss
              
              $
              (1,770,814
              )
              $
              (6,628,772
              )Adjustments
                  to reconcile net income to cashprovided
                  by (used in) operating activities:Minority
                  Interest
              
              
              (40,066
              )
              
              (235,084
              )Depreciation
                  and amortization
              
              
              92,499
              
              
              136,574Impairment
                  of properties
              
              
              -
              
              
              4,225,949(Increase)
                  decrease in assets:Account
                  receivable, net and other receivable
              
              
              123,083
              
              
              312,246Properties
                  held for resale
              
              
              13,171,095
              
              
              (583,678
              )Advances
                  to suppliers
              
              
              -
              
              
              196,637Prepaid
                  expenses
              
              
              152,561
              
              
              -Increase
                  (decrease) in liabilities:Account
                  payable and other payables
              
              
              (7,503,662
              )
              
              6,044,029Advances
                  from buyers
              
              
              (2,976,673
              )
              
              (2,508,748
              )Income
                  and other taxes payable
              
              
              (3,644,945
              )
              
              845,276Minority
                  Interest
              
              
              (450,254
              )
              
              -Net
                  cash (used in) provided by operating activities
              
              
              (2,847,176
              )
              
              1,804,429Cash
                  flows from investing activities:Purchase/transfer
                  of property, plant and equipment
              
              
              2,762,110
              
              
              (783,970
              )Net
                  cash provided by (used in) investing activities
              
              
              2,762,110
              
              
              (783,970
              )Cash
                  flows from financing activities:Loan
                  proceeds
              
              
              -
              
              
              425,820Principal
                  loans repayments
              
              
              (3,403,883
              )
              
              (1,784,549
              )Repayments
                  from (advances to)directors
                  and affiliated companies
              
              
              1,666,387
              
              
              (777,538
              )Net
                  cash (used in) financing activities
              
              
              (1,737,496
              )
              
              (2,136,267
              )Foreign
                  currency translation adjustment
              
              
              295,824
              
              
              38,916Net
                  (decrease) in cash and cash equivalents
              
              
              (1,526,738
              )
              
              (1,076,892
              )Cash
                  and cash equivalents, beginning of period
              
              
              1,526,738
              
              
              2,858,344Cash
                  and cash equivalents, end of period
              
              $
              -
              
              $
              1,781,452


The accompanying notes are an integral part of these financial statements. 10


Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
  1.
                  CORPORATIONREORGANZATIONAND BUSINESS ACTIVITIES
 
 Sino-American
            Development Corporation, (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, the
            Company
            changed its name to Xerion EcoSolutions Group Inc. and subsequently changed
            its
            name to “SINO-American Development Corporation.
 
 The
            Company's principal activity is the development and sale of commercial
            and
            residential real estate. The Company became a dormant company after the
            closing
            of the spin off on September 28, 2007 as described in Note 6.
  2.
                  SUMMARY
                      OF SIGNIFICANT ACCOUNTING
                      POLICIES
 
 a.
                  Basis
                      of presentation and
                      consolidation
 
 The
            accompanying consolidated financial statements are prepared in accordance
            with
            accounting principles generally accepted in the United States of
            America.
 
 The
            consolidated financial statements include the accounts of the Company
            and its
            subsidaries, Town House, Wuhan Town House, Town House USA, and Town House
            Miami
            before the closing of spin off of these subsidiaries. All significant
            inter-company transactions and balances within the Company are eliminated
            on
            consolidation.
 
 b.
                  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. As of September 30, 2007, there
            were
            no restrictions on the Company’s cash balances.
 
 c.
                  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.
 Interest
              income is recognized when earned, taking into account the average principal
              amounts outstanding and the interest rates applicable.
  11
  Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
 d.
                  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.
 
 e.
                  Foreign
                      currencies
 
 These
            financial statements have been prepared in U.S. dollars. The functional
            currencies for Town House and Wuhan Town House 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 periods, and income
            statement
            accounts are translated at average exchange rates.
 
 f.
                  Taxation
 
 Taxation
            on overseas profits has been calculated on the estimated assessable profits
            for
            the periods 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 periods ended September 30, 2007 and 2006, 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.
 
 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.
  12
  Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
  g.
                  Fair
                      value of financial instruments
  The
            carrying amounts of certain financial instruments, including cash, accounts
            receivable, other receivables, accounts payable, accrued expenses, and
            other
            payables approximate their fair values as of September 30, 2007 and
            2006, because of the relatively short-term maturity of these
            instruments.
 
 h.
                  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
            periods. As of September 30, 2007 and 2006, 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.
 
 On
            December 5, 2006, the Board of Directors and the majority holders of
            the
            Company’s stock jointly approved resolutions by written consent to amend the
            Articles of Incorporation to effectuate a one for seventeen reverse stock
            split
            which reduced the number of shares outstanding from 40,921,500 to 2,408,000.
            This stock split became effective on January 12, 2007. The effect of
            this
            reverse stock split has been reflected retroactively for all periods
            included in
            these financial
            statements.
 
 i.
                  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.
  j.
                  Recent
                      accounting pronouncements
  In
            February 2006, the FASB issued Statement No. 155, “Accounting for Certain
            Hybrid Financial Instruments” (“SFAS No. 155”), which amends FASB
            Statements No. 133 and 140. This Statement permits fair value remeasurement
            for any hybrid financial instrument containing an embedded derivative
            that would
            otherwise require bifurcation, and broadens a Qualified Special Purpose
            Entity’s
            (“QSPE”) permitted holdings to include passive derivative financial instruments
            that pertain to other derivative financial instruments. This Statement
            is
            effective for all financial instruments acquired, issued or subject to
            a
            remeasurement event occurring after the beginning of an entity’s first fiscal
            year beginning after September 15, 2006. Adoption of this Statement has no
            material impact on the Company’s financial position, results of operations, or
            cash flows.
  13
  Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
  In
            June
            2006, the FASB issued Interpretation 48, “Accounting for Uncertainty in Income
            Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109,
“Accounting for Income Taxes.” FIN 48 clarifies the accounting and
            reporting for income taxes where interpretation of the law is uncertain.
            FIN 48 prescribes a comprehensive model for the financial statement
            recognition, measurement, presentation and disclosure of income tax
            uncertainties with respect to positions taken or expected to be taken
            in income
            tax returns. FIN 48 is effective for fiscal years beginning after
            December 15, 2006. Adoption of FIN 48 has no material impact on the
            Company’s financial position, results of operations, or cash flows.
  In
            September 2006, the FASB issued Statement No. 157, “Fair Value
            Measurements” (“SFAS No. 157”). SFAS No. 157 addresses how
            companies should measure fair value when they are required to use a fair
            value
            measure for recognition or disclosure purposes under GAAP.
            SFAS No. 157 defines fair value, establishes a framework for measuring
            fair value and expands disclosures about fair value measurements.
            SFAS No. 157 is effective for fiscal years beginning after
            November 15, 2007, with earlier adoption permitted. Management is assessing
            the impact of the adoption of this Statement.
  In
            September 2006, the Securities Exchange Commission issued Staff Accounting
            Bulletin No. 108 (“SAB No. 108”). SAB No. 108
            addresses how the effects of prior year uncorrected misstatements should
            be
            considered when quantifying misstatements in current year financial statements.
            SAB No. 108 requires companies to quantify misstatements using a
            balance sheet and income statement approach and to evaluate whether either
            approach results in quantifying an error that is material in light of
            relevant
            quantitative and qualitative factors. When the effect of initial adoption
            is
            material, companies will record the effect as a cumulative effect adjustment
            to
            beginning of year retained earnings and disclose the nature and amount
            of each
            individual error being corrected in the cumulative adjustment.
            SAB No. 108 is effective beginning January 1, 2007 and the
            adoption of SAB No. 108 has no material impact on the Company’s
            financial position, results of operations, or cash flows.
  14
  Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
  In
            February 2007, the FASB issued Statement No.159 “The Fair Value Option for
            Financial Assets and Financial Liabilities” (SFAS 159). This statement permits
            companies to choose to measure many financial assets and liabilities
            at fair
            value. Unrealized gains and losses on items for which the fair value
            option had
            been elected are reported in earnings. SFAS 159 is effective for fiscal
            years
            beginning after November 15, 2007. The Company is currently assessing
            the impact
            of SFAS 159 on its consolidated financial statements.
  3.
                  CONCENTRATIONSOF BUSINESS AND CREDIT RISK
  At
            September 30, 2007, the Company had $Nil cash in banks.
  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 $Nil and $282,539 as of September, 2007 and 2006,
            respectively, were collateralized by real estate.
 
 4
                  SHARE
                      CAPITAL
 
 On
            December 11, 2006, the Company issued 12,505,000 shares of the Company’s common
            stock, at par value $0.001, in consideration for an aggregate of $12,505
            in
            cash.
 
 On
            December 5, 2006, the Board of Directors and the majority holders of
            the
            Company’s stock jointly approved resolutions in written consent to amend
            the Articles of Incorporation to effectuate a one for seventeen reverse
            stock
            split which reduced the number of shares outstanding from 40,921,500
            to
            2,408,000. This stock split became effective on January 12, 2007. The
            effect of
            this reverse stock split has been reflected retroactively for all periods
            included in these financial statements.
  5.
                  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.
  15
  Sino-American
              Development Corporation and Subsidiaries
 
 Notes
              to
              Consolidated Financial Statements
 For
              the
              Nine Months Ended September 30, 2007 and 2006
 For
            the
            peirods ended September 30, 2006, 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:
  2007
                    
                    2006Computed
                        tax at Federal statutory rateof
                        34%
                    
                    $
                    (584,397
                    )
                    $
                    (2,024,001
                    )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
                    
                    
                    676,462
                    
                    
                    2,573,751Provision
                        for income taxes
                    
                    $
                    92,065
                    
                    $
                    549,750
  6.
                  COMPANY
                      SPIN OFF
 
 The
            Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”)
            on December 11, 2006, with twenty-two accredited investors (collectively,
            the
“Buyers”) pursuant to which the company issued 12,505,000 shares of the
            Company’s common stock, par value $0.001, in consideration for an aggregate of
            $12,505 in cash (the “Stock Purchase”). Additionally on December 11, 2006, the
            Buyers also directly acquired (the “Stock Acquisition”) from the stockholders
            all of their shares of common stock.
  After
            the
            closing (the “Closing”) of the Stock Purchase and the Stock Acquisition , all
            assets of the Company were transferred to Town House, and all of the
            Company’s
            liabilities to be assumed by Town House. Thereafter, immediately after
            the
            closing of any future transaction whereby the Company acquired control
            and
            ownership of another company, the Company transferred all of the shares
            of Town
            House held by the Company to a trust, the beneficiaries of which would
            be the
            stockholders of the Company immediately prior to Closing.
  As
            a
            result of these transactions, the Company became a dormant
            company.
  16
  **Item
            2.**  **Management’s
            Discussion and Analysis or Plan of
            Operation.**




*The
        following management’s discussion and analysis should be read in conjunction
        with our consolidated financial statements and the notes thereto and the
        other
        financial information appearing elsewhere in this item.  In addition
        to historical information, the following discussion contains certain
        forward-looking statements within the “safe harbor” provisions of the Private
        Securities Litigation Reform Act of 1995.  These statements relate to
        our future plans, objectives, expectations and intentions.  These
        statements may be identified by the use of words such as “may”, “will”, “could”,
“expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and
        similar terms or terminology, or the negative of such terms or other comparable
        terminology.  Although we believe the expectations expressed in these
        forward-looking statements are based on reasonable assumptions within the
        bound
        of our knowledge of our business, our actual results could differ materially
        from those discussed in these statements. Factors that could contribute to
        such
        differences include, but are not limited to, those discussed in the “Risk
        Factors” section of this Quarterly Report on Form 10-QSB. We undertake no
        obligation to update publicly any forward-looking statements for any reason
        even
        if new information becomes available or other events occur in the
        future.*
 
 *Our
        financial statements are prepared in US Dollars and in accordance with
        accounting principles generally accepted in the United States.  See
“Exchange Rates” below for information concerning the exchanges rates at which
        Renminbi were translated into US Dollars at various pertinent dates and for
        pertinent periods.*
 
 **Overview**
 
 Sino-American
        Development Corporation (the “Company”) was originally incorporated in Colorado
        in 1985 as Gemini Ventures, Inc. We changed our name in 1989 to Solomon Trading
        Company, Ltd., then in 1994 to the Voyageur First, Inc., then in 1995 to
        North
        American Resorts, Inc., and in 2000 to Immulabs Corp. Effective March 28,
        2003,
        as filed with the State of Colorado, we changed our name to Xerion EcoSolutions
        Group Inc., and subsequently further changed our name to our current
        name.
 
 We
        were a
        real estate development company until the closing of a spin-off on September
        28,
        2007 (“Spin-off”). We became a dormant company after the Spin-off.
  **Critical
        Accounting Policies**
 
 In
        preparing the consolidated financial statements in accordance with accounting
        principles generally accepted in the United States, we make estimates and
        assumptions about the effect of matters that are inherently uncertain and
        may
        change in subsequent periods. The resulting accounting estimates will, by
        definition, may vary from the related actual results. We consider the following
        to be the most critical accounting policies:
  17
 
 INCOME
        RECOGNITION - Revenue from the sale of properties is recognized when the
        following four criteria are met: (1) a sale is consummated, (2) the buyer’s
        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.
 
 **Results
        of Operations - Three months ended September 30, 2007 as compared to three
        months ended September 30, 2006**
 
 REVENUES.  All
        of our revenue is derived from the sale of apartments from our completed
        development projects. During the three months ended September 30, 2007, we
        had
        revenues of $14,172 as compared to revenues of $6,524,081 during the three
        months ended September 30, 2006.  The unfavorable variance in sales
        revenue was mainly attributable to lower sales activities.
 
 SELLING
        EXPENSES. Selling expenses decreased to $462 for the quarter ended September
        30,
        2007, from $121,293 for the same quarter in 2006, primarily as a result of
        the
        significant decrease in advertising and promotional expenses.
 
 GENERAL
        AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
        decreased to $91,206 for the three months ended September 30, 2007, compared
        to
        $537,225 for the same period in 2006, primarily as a result of the decrease
        in
        traveling expenses as we had no development activities in the United States
        during the first quarter of 2007 and the decrease in traveling expenses,
        salaries as well as increases in both our legal fees and audit
        fees.
 
 **Results
        of Operations - Nine months ended September 30, 2007 as compared to nine
        months
        ended September 30, 2006**
 
 REVENUES.  All
        of our revenue is derived from the sale of apartments from our completed
        development projects. During the nine months ended September 30, 2007, we
        had
        revenues of $1,859,907 as compared to revenues of $11,409,809 during the
        nine
        months ended September 30, 2007. The unfavorable variance in sales revenue
        was mainly attributable to lower sales activities.
  18
  SELLING
        EXPENSES. Selling expenses decreased approximately 82% to $52,142 for the
        nine-month period ended September 30, 2007, from $294,882 for the same period
        in
        2006, primarily as a result of our reduced sales activities.
 
 GENERAL
        AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
        decreased approximately 69% to $492,284 for the nine months ended September
        30,
        2007, compared to $1,605,506 for the same period in 2006, as we reduced our
        staffs in light of our reduced sales activities.
 
 **Liquidity
        and Capital Resources**
 
 As
        of
        September 30, 2007, we had accumulated deficits of $8,743,327.  Our
        ability to continue as a going concern is dependent on our ability to raise
        capital through debt or equity financing and to obtain a profitable level
        of
        operations. These issues raise doubts about our ability to continue as a
        going
        concern.
 
 **Cash
        flows**
 
 OPERATING.  Net
        cash flow used in operating activities amounted to $2,847,176 during
        the period ended September 30, 2007, as compared to $1,804,429 generated
        from
        operating activities for the same period in 2006. This increase is primarily
        attributable to cash outflow from operating activities.
 
 INVESTING.  Cash provided
        by investing activities increased to $2,762,110 for the period ended
        September 30 2007, as compared to $783,970 used in investing activities for
        the
        same quarter in fiscal 2006.
 
 FINANCING.  We
        had net loan repayments of $3,403,803 during the period ended September 30,
        2007
        compared to net loan repayments of $1,784,549 during the same period in 2006.
        This increase is primarily a result of the transfer of all our assets and
        liabilities to our Subsidiaries after the Spin-off. The repayment amount
        from
        directors and affiliated companies was $1,666,387 during the period ended
        September 30, 2007, as compared to $777,538 of cash advances to directors
        and
        affiliated companies for the same period in 2006.
  19
  **Off-Balance
        Sheet Arrangements**
 
 As
        of
        September 30, 2007, we have not entered into any off-balance sheet arrangements
        with any individuals or entities.
 
 **RISK
        FACTORS**
 
 *If
        any of the following risks actually materializes, our business, financial
        condition and results of operations would suffer. Please see the section
        entitled “Forward-Looking Statements” immediately following these risk factors
        for a discussion of what types of statements are forward-looking
        statements.*
 
 **Change
        in political and economic conditions.**
 
 Since
        our
        main country of business operations is China, Town House's business operations
        and financial position are subject, to a significant degree, to the economic,
        political and legal developments in China.
 
 China's
        government started implementing its economic reform policy in 1978, which
        has
        enabled the Chinese economy to gradually transform from a "planned economy"
        to a
        "socialist market economy." In 1993, the concept of the socialist market
        economy
        was introduced into the Constitution of China, and the country has since
        accelerated development of a market economy. A noteworthy phenomenon in the
        recent development of the Chinese economy is that non-state owned enterprises
        such as private enterprises play an increasingly important role in the Chinese
        economy and the degree of direct control by the Chinese government over the
        economy is gradually declining.
 
 The
        Chinese government has been taking macro-economic austerity measures to suppress
        inflation and curb the pace of economic growth since July 1993. These measures
        include raising interest rates, tightening credit supply, delaying
        implementation of certain reform policies on pricing, enhancing financial
        supervision as well as tightening control on the granting of approval for
        property and infrastructure projects. However, since 1998, there has been
        deflation in the Chinese economy and the current economic policies of China
        mainly focus on stimulating consumption and expansion of domestic
        demand.
 
 While
        the
        Chinese government has not stopped its economic reform policy since 1978,
        any
        significant adverse changes in the social, political and economic conditions
        of
        China may have fundamental changes in Chinese economic reform policies, and
        thus
        our operations and profits may be adversely affected.
  20
  **Change
        in tax laws and regulations in China.**
 
 Various
        tax reform policies have been implemented in China in recent years.
        Interpretation of certain tax policies is still awaiting guidance from the
        Chinese government. Moreover, there can be no assurance that the existing
        tax
        laws and regulations will not be revised or amended in the future.
 
 **Changes
        in China's legal system.**
 
 China's
        legal system is based on statutory law. Unlike the common law system, statutory
        law is based on written statutes. Prior court decisions may be cited as
        persuasive authority but do not have binding effect. Since 1979, the Chinese
        government has been promulgating and amending the laws and regulations regarding
        economic matters, such as corporate organization and governance, foreign
        investment, commerce, taxation and trade. However, China's legal system is
        still
        not as fully developed as those western countries with a common law legal
        system.
 
 **Chinese
        real estate law.**
 
 Over
        the
        past five years, the majority of China's urban dwellers have changed their
        housing situation for apartments provided by their work units at a pittance
        to
        housing that they have had to buy and pay to maintain (through homeowner's
        associations that hire state supervised management companies). There are
        some
        estimates that 80% of urban Chinese now own their own home. But China has
        no
        legal concept of condominiums and no statute (yet) that defines the rights
        of
        these millions of homeowners.
 
 In
        1998,
        China created the basic building block of a market economy in real estate
        - a
        transferable ownership interest. This interest, called the "granted land
        use
        right" - is not 100% ownership as we know it in the West. The period of the
        interest is limited to a fixed term - varying from 40-70 years, depending
        upon
        the charter of the right - and the use to which the property must be put
        is
        specified as part of the grant. The granted land use right is transferable,
        mortgageable, leaseable, and usually can be subdivide. Further, it theoretically
        is renewable, but there will be a fee and since these land ownership rights
        are
        new there is no experience yet with renewals. Chinese anti-speculation rules
        provide that one cannot acquire or hold property just to "ride the market;"
        the
        property must be put to productive use within a set time of acquisition of
        the
        land use right - usually two years, or face penalties and ultimately forfeiture
        of the right.
 
 For
        the
        development of a new commercial real estate project, the developer must first
        obtain granted land use rights. Land use rights can be granted through bidding,
        auction and listings. The developer then enters into a land use right grant
        contract with the relevant government authority. The granted land use right
        can
        be transferred, leased, or mortgaged. The transferor and transferee must
        enter
        into a land use right transfer contract and file the executed contract with
        the
        appropriate government bureau, which will then issue a new land use certificate
        in the name of the transferee. In May 2002, the Ministry of Land and Resources
        issued a regulation regarding the land use right transfer. Whereas in the
        past,
        private parties were able to transfer land use rights by mutual agreement,
        this
        practice was prohibited by the new regulation. Under the new scheme, any
        procurement of land for business purposes can only be effected through bidding,
        auction and listing on an authorized exchange floor.
  21
  The
        long
        term value of Chinese land rights are still quite uncertain, and their rights
        not the kind of secure investment that would lead a lender, as might happen
        in
        American, to rely primarily on the land value and look beyond the individual
        ability of a borrower to repay the debt. Chinese banks, for example, rarely
        make
        construction loans because in theory they cannot lend more than the value
        of the
        land that is their security at the time of the loan. The Chinese deal with
        this
        problem by signing "pre-lease" or "pre-purchase" contracts whereby the end
        user
        pays all of the consideration before the building is commenced. Effectively,
        the
        users finance the seller's construction. Users borrow the money from the
        banks
        under arrangements which later will "morph" into mortgage loans when there
        is
        something to which the mortgage can attach. Usually the developer must deposit
        the purchase proceeds in the bank and the bank monitors the
        expenditures.
 
 Before
        a
        presale method can be legally adopted, the developer of the project must
        have
        obtained (i) a land use right certificate, (ii) a planning permit for
        construction use of land, (iii) a planning permit for the construction project,
        (iv) a certificate of commencement of construction, and (v) a permit for
        presale
        of commercial housing.
 
 **Mortgages.**
 
 In
        1993,
        the Central Government allowed state-owned banks to provide mortgage facilities
        to property buyers. In accordance with the banking regulations announced
        in
        1998, loan repayment period was initially for a maximum of 20 years, and
        extent
        of the mortgage loan amount was for a maximum of 70 percent of the purchased
        property price. In 1999, banking regulations were amended to extend the loan
        repayment period to a maximum of 30 years and the extent of the mortgage
        loan
        amount was increased to a maximum of 80 percent of the purchased property
        price.
        As further incentives, state-owned banks were allowed to increase the mortgage
        loan facilities by an additional 15 percent of the approved banking facilities
        (maximum of 92 percent of the purchased property price). The provision of
        mortgage facilities to property buyers is considered to have created increasing
        demand for properties in the China.
  22
  In
        accordance with market practice in China, we are required to provide guarantees
        (during the development phase) to the banks in respect of mortgages offered
        to
        the property buyers until submission of the relevant real estate ownership
        certificates and certificates of other interests in the property unit by
        the
        relevant property buyers to the mortgagee bank. In our experience, such
        guarantee periods normally last for up to 6 months. If a property buyer defaults
        under the loan and we are required, during the guarantee period, to repay
        all
        debt owed by the defaulting property buyer to the mortgagee bank, the mortgagee
        bank will assign its rights under the loan and the mortgage to us and, subject
        to registration, we will have full recourse to the property. In line with
        industry practice, we do not conduct independent credit checks on the property
        buyers but relies instead on the credit checks conducted by the mortgagee
        banks.
        For financial reporting purposes, the sale of a property unit is not recognized
        until title has passed and we are released from our loan guarantee on the
        unit.
 
 **Wholly-owned
        foreign enterprises.**
 
 A
        wholly
        foreign-owned enterprise ("WFOE") is an entity 100 percent owned by a foreign
        investor or investors. An apparent advantage of a WFOE is that it can enjoy
        exclusive management control of its business activities and have autonomy
        in its
        operation without too much external interference.
 
 The
        original WFOE regulations only permitted WFOEs in certain limited sectors
        and
        required that the foreign party either provided advanced technology or that
        at
        least 50% of the production could be exported. These conditions were relaxed
        over time as more WFOEs were permitted in increasingly broader sectors of
        the
        economy. In accordance with the Wholly Foreign-owned Enterprise Law as amended
        in 2001 and the Industrial Catalogue Guiding Foreign Investments (2004) (the
        "2004 Catalogue"), the export requirement is no longer permitted and WFOEs
        are
        now much more common, except in certain "restricted" or "prohibited" sectors
        as
        provided in the 2004 Catalogue.
 
 With
        respect to China's real estate industry, the market has been gradually opened
        to
        WFOEs since China's entry into the World Trade Organization. Pursuant to
        the
        2004 Catalogue, WFOEs are permitted to engage in the development, construction
        and management of ordinary residential houses while they, with limited
        exceptions, are restricted to participate in the development of high standard
        real estate projects.
 
 One
        of
        the most important issues covered in the project documentation is the business
        scope of the WOFE. Business scope is narrowly defined for all businesses
        in
        China and the WOFE can only conduct business within its approved business
        scope,
        which ultimately appears on the business license. Any amendments to the business
        scope require further application and approval. Our business scope is defined
        to
        include general real estate development, sales, leasing and property
        management.
  23
  **Changes
        in currency conversion policies in China.**
 
 Renminbi
        (Yuan) is not a freely exchangeable currency. Since 1998, the State
        Administration of Foreign Exchange of China has promulgated a series of
        circulars and rules in order to further enhance the verification of the
        truthfulness of foreign exchange payments under the current account items
        of a
        China enterprise and has imposed strict requirements in respect of borrowings
        and repayments of foreign exchange debts from and to foreign creditors under
        the
        capital account items and creation of foreign security in favor of foreign
        creditors.
 
 This
        may
        cause complicated procedures in foreign exchange payments to foreign creditors
        under the current account items and thus will affect the restrictions on
        borrowing of international commercial loans, creation of foreign security
        and
        borrowing of Renminbi loans under guarantees in foreign currencies. (The
        majority of the income from the Town House entities is in Renminbi).
        Furthermore, the value of Renminbi (Yuan) may become subject to supply and
        demand, which could be largely affected by the international economic and
        political environment and any fluctuations in the exchange rate of Renminbi
        could have an adverse effect on the operational and financial condition of
        our
        subsidiaries in China.
 
 **Borrowing
        policies.**
 
 We
        borrow
        at competitive rates of interest. Borrowed funds will not be used for dividends
        to the shareholders.
 
 The
        precise amount, if any, we borrow will depend in part upon the availability
        of
        financing, and prevailing interest rates and other loan costs. There is no
        assurance that such financing, if any, will be available to us in the amounts
        desired or on terms considered reasonable by the Board of
        Directors.
 
 Loan
        agreements may require that we maintain certain reserves or compensating
        balances and may impose other obligations on us. Moreover, since a significant
        proportion of revenues may be reserved for repayment of debt, the use of
        financing may reduce the cash that might otherwise be available for dividends
        until the debt has been repaid and may reduce total cash flow for a significant
        period.
 
 We
        may,
        under appropriate circumstances, attempt to cause Town House to borrow funds
        at
        fixed interest rates. However, we may borrow funds at rates that vary with
        a
        "prime" or "base" rate, particularly on an interim basis or when interest
        rates
        are believed to be trending downward. A rise in the indexed rate may increase
        borrowing costs and reduce the amount of our income and cash available for
        distribution. In past years, the prime rates charged by major banks have
        fluctuated significantly; as a result, the precise amount of interest that
        we
        might be charged cannot be predicted with any certainty.
  24
  **Expansion
        risks.**
 
 We
        anticipate that our proposed expansion of our real estate development activities
        will include the construction of new building projects. Our cost estimates
        and
        projected completion dates for construction of new building projects may
        change
        significantly as the projects progress. In addition, our projects will entail
        significant construction risks, including shortages of materials or skilled
        labor, unforeseen environmental or engineering problems, weather interferences
        and unanticipated cost increases, any of which could have a material adverse
        effect on the projects and could delay their scheduled openings. A delay
        in
        scheduled openings will delay our receipt of increased sale
        revenues.
 
 **New
        projects.**
 
 Our
        projects to finance, develop, and expand our real estate processing facilities
        will be subject to the many risks inherent in the rapid expansion of a high
        growth business enterprise, including unanticipated design, construction,
        regulatory and operating problems, and the significant risks commonly associated
        with implementing a marketing strategy in changing and expanding markets.
        There
        can be no assurance that any of these projects will become operational within
        the estimated time frames and projected budgets at the time we enter into
        a
        particular agreement, or at all. In addition, we may develop projects as
        joint
        ventures in an effort to reduce our financial commitment to individual projects.
        There can be no assurance that the significant expenditures required to expand
        our real estate processing plants will ultimately result in the establishment
        of
        increased profitable operations.
 
 When
        our
        future expansion projects become operational, we will be required to add
        and
        train personnel, expand our management information systems and control expenses.
        If we do not successfully address our increased management needs or we otherwise
        are unable to manage our growth effectively, our operating results could
        be
        materially and adversely affected.
 
 **Uncertainty
        of market acceptance.**
 
 We
        are
        currently selling our developed properties principally in the City of Wuhan.
        Achieving market acceptance for our properties, particularly in new markets,
        will require substantial marketing efforts and the expenditure of significant
        funds. There is substantial risk that any new markets may not accept or be
        as
        receptive to our properties. Market acceptance of our current and proposed
        properties will depend, in large part, upon our ability to inform potential
        customers that the distinctive characteristics of our properties make them
        superior to competitive properties and justify their pricing. There can be
        no
        assurance that our current and proposed properties will be accepted by consumers
        or that any of our current or proposed properties will be able to compete
        effectively against other properties. Lack of market acceptance of our
        properties would have a material adverse effect on us.
  25
  **Changing
        consumer preferences.**
 
 As
        is the
        case with other companies new real estate developments, we are subject to
        changing consumer preferences and location-related concerns.
 
 **Sales
        force.**
 
 We
        intend
        to hire additional sales personnel during 2007. There is no assurance that
        hiring these additional sales people will result in increased sales. We
        anticipate using independent sales agents to sell and distribute our real
        estate
        development projects. We cannot predict whether we will be able to obtain
        and
        maintain satisfactory sales arrangements and the failure to do so could have
        a
        material adverse effect on our business, operations and finances.
 
 **Geographic
        concentration; fluctuations in regional economic
        conditions.**
 
 Nearly
        all of our sales are concentrated in the central area of China. Accordingly,
        we
        are susceptible to fluctuations in our business caused by adverse economic
        conditions in this region. Difficult economic conditions in other geographic
        areas into which we may expand may also adversely affect our business,
        operations and finances.
 
 **Dependence
        on executives.**
 
 We
        are
        highly dependent on the services of Mr. Fang Zhong, and the loss of his services
        would have a material adverse impact on our operations. He has been primarily
        responsible for our development the and the development and marketing of
        our
        real estate projects. We have not applied for key-man life insurance on the
        lives of our executives, but may do so in the future.
 
 **Competition.**
 
 The
        real
        estate business is highly competitive and, therefore, we face substantial
        competition in connection with the marketing and sale of our projects. In
        general, real estate properties are price sensitive and affected by many
        factors
        beyond our control, including changes in consumer tastes, fluctuation commodity
        prices and changes in supply due to weather, production, and natural disaster.
        Our real estate properties face competition from other developers in our
        marketing areas.  Most of our competitors are well established, have
        greater financial, marketing, personnel and other resources, have been in
        business for longer periods of time than us, and have projects that have
        gained
        wide customer acceptance in the marketplace. Our largest competitors are
        state-owned companies owned by the government of China. Large foreign real
        estate companies have also entered the real estate industry in China. The
        greater financial resource of such competitors will permit them to procure
        properties and to implement extensive marketing and promotional programs,
        both
        generally and indirect response to advertising claims by the
        Company.
  26
  **Lack
        of property and general liability insurance.**
 
 We
        and
        our subsidiaries are self-insured, and do not carry any property insurance,
        general liability insurance, or any other insurance that covers the risks
        of our
        business operations. As a result, any material loss or damage to our properties
        or other assets, or personal injuries arising from our business operations
        would
        have a material adverse affect on our financial condition and
        operations.
 
 **Government
        regulation.**
 
 We
        are
        subject to extensive regulation by China and by other province, county and
        local
        authorities in jurisdiction in which our properties are sold. We believe
        that we
        are currently in substantial compliance with all material governmental laws
        and
        regulations and maintain all material permits and licenses relating to our
        operations. Nevertheless, there can be no assurance that we will continue
        to be
        in substantial compliance with current laws and regulations, or whether we
        will
        be able to comply with any future laws and regulations. To the extent that
        new
        regulations are adopted, we will be required to conform our activities in
        order
        to comply with such regulations. Our failure to comply with applicable laws
        and
        regulations could subject us to civil remedies, including fines, injunctions,
        recalls or seizures, as well as potential criminal sanctions, which could
        have a
        material adverse effect on our business, operations and finances.
 
 **Doing
        business in China.**
 
 Doing
        business in China involves various risks including internal and international
        political risks, evolving national economic policies as well as financial
        accounting standards, expropriation and the potential for a reversal in economic
        conditions. Since the late 1970s, the government of China has been reforming
        China's economic system. These reforms have resulted in significant economic
        growth and social progress. Although we believe that economic reform and
        the
        macroeconomic policies and measures adopted by the current China government
        will
        continue to have a positive effect on economic development in China and that
        we
        will continue to benefit from such policies and measures. These policies
        and
        measure may from time to time be modified or revised. Adverse changes in
        economic policies of the China government or in the laws and regulations,
        if
        any, could have a material adverse effect on the overall economic growth
        of
        China, and could adversely affect our business operations.
  27
  **China
        currency, "Renminbi", is not a freely convertible currency, which could limit
        our ability to obtain sufficient foreign currency to support our business
        operations in the future.**
 
 We
        rely
        on China government's foreign currency conversion policies, which may change
        at
        any time, in regard to our currency exchange needs. We receive substantially
        all
        of our revenues in Renminbi, which is not freely convertible into other foreign
        currencies. In China, the government has control over Renminbi reserves through,
        among other things, direct regulation of the conversion or Renminbi into
        other
        foreign currencies and restrictions on foreign imports. Although foreign
        currencies which are required for "current account" transactions can be bought
        freely at authorized China banks, the proper procedural requirements prescribed
        by China law must be met. At the same time, China companies are also required
        to
        sell their foreign exchange earnings to authorize China banks and the purchase
        of foreign currencies for capital account transactions still requires prior
        approval of the China government. This type of heavy regulation by the China
        government of foreign currency exchange restricts certain of our business
        operations and a change in any of these government policies, or any other,
        could
        further negatively impact our operations.
 
 **Fluctuations
        in the exchange rate between the China currency and the United States dollar
        could adversely affect our operating results.**
 
 *The
        functional currency of our operations in China is "Renminbi". Results of
        our
        operations are translated at average exchange rates into United States dollars
        for purposes of reporting results. As a result, fluctuations in exchange
        rates
        may adversely affect our expenses and results of operations as well as the
        value
        of our assets and liabilities. Fluctuations may adversely affect the
        comparability of period-to-period results. Although we may use hedging
        techniques in the future (which we currently do not use), we may not be able
        to
        eliminate the effects of currency fluctuations. Thus, exchange rate fluctuations
        could have a material adverse impact on our operating results and stock
        prices.*
 
 **Fluctuations
        in exchange rates of the Renminbi could adversely affect the value of stock
        ownership in the Company.**
 
 For
        over
        10 years the official exchange rate for the conversion of Renminbi to US
        dollars
        was unofficially pegged at US$1 to RMB8.28. In July 2005, the People's Bank
        of
        China (PBOC), the country's central bank, began a new policy of calculating
        the
        Renminbi's value against the US dollar using a weighted average of the prices
        given by major banks. The highest and lowest offers are excluded from the
        calculation. As a result of this change the RBM has appreciated against the
        US
        dollar so that the exchange rate was US$1 to RMB8.11 at December 31, 2005,
        and
        is now approximately US$1 to RMB8.04. It should be expected that currency
        exchange fluctuations will occur in the future as a result of circumstances
        beyond our control, such as the level of trade deficit or equalization between
        the US and the China, global economic conditions, global currency markets,
        and
        other factors. All of our revenue is generated in the China in Renminbi,
        so that
        during periods that the US dollar is worth less in relation to the value
        of the
        Renminbi, the total revenue and results of operations reported in US dollars
        in
        the financial statements we publish in the US will be less. Consequently,
        fluctuations in exchange rates could adversely affect the US dollar value
        of our
        results of operations and our perceived value in the public market.
  28
  **Uncertainty
        relating to the existing law and regulations in the China may restrict the
        level
        of legal protections to foreign investors.**
 
 The
        China
        currently adopts civil law system which relies heavily on written statutes,
        and
        decisions made by the courts are not binding precedents, but for guidance
        only.
        The legal system in the China cannot provide the investors with the same
        level
        of protection as in the US. We are governed by the law and regulations generally
        applicable to local enterprises. These laws and regulations were recently
        introduced and remain experimental in nature and subject to changes and
        refinements. Interpretation, implementation and enforcement of the existing
        law
        and regulations can be uncertain and unpredictable and therefore have
        restrictions on legal protections on both Hong Kong and foreign
        investors.
 
 **We
        have traditionally been dependent on bank debt to finance our projects and
        is
        therefore subject to availability of such financing and fluctuations in interest
        rates.**
 
 The
        development of high quality housing requires substantial funds. We had
        internally funded our development projects from presale revenue and externally
        from bank loans. We cannot guarantee that sufficient capital can be generated
        to
        develop every one of our projects by way of only presale revenue. In addition,
        we cannot guarantee our ability to continue to obtain bank loans and credit
        facilities and renewals of existing borrowings from financial institutions
        on
        maturity under favorable terms and conditions. Changes in interest rates
        on our
        borrowings will also affect our financing costs and consequently our results
        of
        operations.
 
 **Reliance
        on independent contractors in providing various services creates risks, and
        we
        are exposed to various risks in relation to contractors’
performance.**
 
 We
        engage
        independent third party contractors, through open tenders, to provide various
        services including construction, piling and foundation, building and fitting-out
        works, interior decoration and installation of elevators. Although it is
        our
        strategy and policy to select reputable independent third party contractors
        with
        positive track records in most cases and supervises the construction progress,
        there is no assurance that the services rendered by any of these independent
        third party contractors will always be satisfactory or match the targeted
        quality level required by us. Additionally, we are exposed to the risk that
        a
        contractor may require additional capital in excess of the cost they tendered
        to
        complete a contractual property development, and we may have to provide such
        additional capital. Furthermore, there is risk that contractors may experience
        financial or other difficulties which may affect their ability to carry out
        construction works, thus delaying the completion of our property developments
        or
        resulting in additional costs for us. Any of these factors could adversely
        affect our revenues and reputation.
  29
  **In
        order for our Chinese subsidiaries to pay dividends in the United States,
        a
        conversion of Renminbi into US dollar is required.**
 
 Under
        current China law, the conversion of Renminbi into foreign currency generally
        required government consent. Government authorities may impose restrictions
        that
        could have a negative impact in the future on the conversion process and
        upon
        our ability to meet our cash needs, and to pay dividends to our shareholders.
        However, our subsidiaries are presently classified as a wholly foreign owned
        enterprise ("WFOE") in China that have verifiable foreign investment in China,
        funding having been made through an official China banking channel. Because
        our
        subsidiaries qualify for treatment as a WFOE, the subsidiaries can declare
        dividends and their funds can be repatriated to us in the United States under
        current laws and regulations in China.
 
 **Mortgage
        interest rates may increase, cooling demand for our
        properties.**
 
 Bank
        mortgages are becoming increasingly popular as a means of financing property
        purchases in China. Any increase in bank mortgage interest rates may
        significantly increase the cost of mortgage financing to property buyers,
        thus
        reducing the attractiveness of mortgages as a source of financing property
        purchases and, accordingly, adversely affecting the affordability of residential
        properties. The Chinese government may also increase the level down payment
        requirement or impose certain other conditions which would make mortgage
        financing unavailable or unattractive to the potential property
        buyers.
 
 **The
        practice of pre-selling developments may expose us to substantial
        liabilities.**
 
 The
        existing common practices by property developers to pre-sale properties (while
        still under construction) in China involves certain risks. For example, we
        may
        fail to complete a property development which may have been fully or partially
        pre-sold. In such circumstances, we could find ourselves liable to purchasers
        of
        pre-sold units for our losses. There can be no assurance that these losses
        would
        not exceed the purchase price paid in respect of the pre-sold units. In
        addition, if a pre-sold property development is not completed on time, the
        purchasers of pre-sold units may be entitled to compensation for late delivery.
        If the delay extends beyond a certain period, the purchasers may even be
        entitled to terminate the pre-sale agreement and claim for damages.
  30
  **Our
        shares may have limited liquidity, and the spun-off shares of Town House
        Land
        Limited, a Hong Kong company, have no market for resale.**
  A
        substantial portion of our shares of common stock are subject to registration,
        and are closely held by certain institutional and insider investors.
        Consequently, the public float for the shares may be highly limited. As a
        result, should an investor wish to sell his shares into the open market he
        may
        encounter difficulty selling large blocks of the shares or obtaining a suitable
        price at which to sell the shares.
 
 In
        addition, concerning holders of our stock immediately prior to the December
        11,
        2006 stock purchase and change of control, the shares of Town House Land
        Limited
        (“Town House”) that were spun-off in the Spin-off have no market for resale, and
        there can be no assurance that such a market will ever be developed. Town
        House
        is a private company organized and existing under the laws of Hong Kong.
        Any
        future transfer of shares of Town House will be subject to applicable
        restrictions under Hong Kong law.
  **If
        we fail to maintain the adequacy of our internal controls, our ability to
        provide accurate financial statements and comply with the requirements of
        the
        Sarbanes-Oxley Act of 2002 could be impaired, which could cause our stock
        price
        to decrease substantially.**
 
 We
        will
        need to continue to improve our financial and managerial controls, reporting
        systems and procedures, and documentation thereof. If our financial and
        managerial controls, reporting systems or procedures fail, we may not be
        able to
        provide accurate financial statements on a timely basis or comply with the
        Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal
        controls or our ability to provide accurate financial statements could cause
        the
        trading price of our common stock to decrease substantially.
  31
 **Our
          common shares are thinly traded and, an investor may be unable to sell
          at or
          near ask prices or at all if he needs to sell shares to raise money or
          otherwise
          desire to liquidate such shares.**
 We
        cannot
        predict the extent to which an active public market for our common stock
        will
        develop or be sustained. Our common shares have historically been sporadically
        or “thinly-traded” on the “Over-The-Counter Bulletin Board,” meaning that the
        number of persons interested in purchasing our common shares at or near bid
        prices at any given time may be relatively small or non-existent. This situation
        is attributable to a number of factors, including the fact that SOAD is a
        small
        company which is relatively unknown to stock analysts, stock brokers,
        institutional investors and others in the investment community that generate
        or
        influence sales volume, and that even if we came to the attention of such
        persons, they tend to be risk-averse and would be reluctant to follow an
        unproven company such as ours or purchase or recommend the purchase of our
        shares until such time as we became more seasoned and viable. As a consequence,
        there may be periods of several days or more when trading activity in our
        shares
        is minimal or non-existent, as compared to a seasoned issuer which has a
        large
        and steady volume of trading activity that will generally support continuous
        sales without an adverse effect on share price. We cannot give an investor
        any
        assurance that a broader or more active public trading market for our common
        stock will develop or be sustained, or that current trading levels will be
        sustained.
 
 The
        market price for our common stock is particularly volatile given our status
        as a
        relatively small company with a small and thinly traded “float” and lack of
        current revenues that could lead to wide fluctuations in our share price.
        An
        investor may be unable to sell your common stock at or above his purchase
        price
        if at all, which may result in substantial losses to the investor.
 
 The
        market for our common shares is characterized by significant price volatility
        when compared to seasoned issuers, and we expect that our share price will
        continue to be more volatile than a seasoned issuer for the indefinite future.
        The volatility in our share price is attributable to a number of factors.
        First,
        as noted above, our common shares are sporadically and/or thinly traded. As a
        consequence of this lack of liquidity, the trading of relatively small
        quantities of shares by our shareholders may disproportionately influence
        the
        price of those shares in either direction. The price for our shares could,
        for
        example, decline precipitously in the event that a large number of our common
        shares are sold on the market without commensurate demand, as compared to
        a
        seasoned issuer which could better absorb those sales without adverse impact
        on
        our share price. Secondly, an investment in our stock is a speculative or
        “risky” investment due to our lack of revenues or profits to date and
        uncertainty of future market acceptance for current and potential products.
        As a
        consequence of this enhanced risk, more risk-adverse investors may, under
        the
        fear of losing all or most of their investment in the event of negative news
        or
        lack of progress, be more inclined to sell their shares on the market more
        quickly and at greater discounts than would be the case with the stock of
        a
        seasoned issuer.
 
 Shareholders
        should be aware that, according to SEC Release No. 34-29093, the market for
        penny stocks has suffered in recent years from patterns of fraud and abuse.
        Such
        patterns include (1) control of the market for the security by one or a few
        broker-dealers that are often related to the promoter or issuer; (2)
        manipulation of prices through prearranged matching of purchases and sales
        and
        false and misleading press releases; (3) boiler room practices involving
        high-pressure sales tactics and unrealistic price projections by inexperienced
        sales persons; (4) excessive and undisclosed bid-ask differential and markups
        by
        selling broker-dealers; and (5) the wholesale dumping of the same securities
        by
        promoters and broker-dealers after prices have been manipulated to a desired
        level, along with the resulting inevitable collapse of those prices and with
        consequent investor losses. Our management is aware of the abuses that have
        occurred historically in the penny stock market. Although we do not expect
        to be
        in a position to dictate the behavior of the market or of broker-dealers
        who
        participate in the market, management will strive within the confines of
        practical limitations to prevent the described patterns from being established
        with respect to our securities. The occurrence of these patterns or practices
        could increase the volatility of our share price.
  32
  **We
        do not anticipate paying any cash dividends.**
 
 We
        presently do not anticipate that we will pay any dividends on any of our
        capital
        stock in the foreseeable future. The payment of dividends, if any, would
        be
        contingent upon our revenues and earnings, if any, capital requirements,
        and
        general financial condition. The payment of any dividends will be within
        the
        discretion of our Board of Directors. We presently intend to retain all
        earnings, if any, to implement our business plan; accordingly, we do not
        anticipate the declaration of any dividends in the foreseeable
        future.
 
 **Fluctuations
        in exchange rates of the Renminbi could adversely affect the value of stock
        ownership in the Company.**
 
 For
        over
        10 years the official exchange rate for the conversion of Renminbi to US
        dollars
        was unofficially pegged at US$1 to RMB8.28. In July 2005, the People's Bank
        of
        China (PBOC), the country's central bank, began a new policy of calculating
        the
        Renminbi's value against the US dollar using a weighted average of the prices
        given by major banks. The highest and lowest offers are excluded from the
        calculation. As a result of this change the RBM has appreciated against the
        US
        dollar so that the exchange rate was US$1 to RMB8.11 at December 31, 2005,
        and
        is now approximately US$1 to RMB7.67. It should be expected that currency
        exchange fluctuations will occur in the future as a result of circumstances
        beyond our control, such as the level of trade deficit or equalization between
        the US and the China, global economic conditions, global currency markets,
        and
        other factors. All of our revenue is generated in the China in Renminbi,
        so that
        during periods that the US dollar is worth less in relation to the value
        of the
        Renminbi, the total revenue and results of operations reported in US dollars
        in
        the financial statements we publish in the US will be less. Consequently,
        fluctuations in exchange rates could adversely affect the US dollar value
        of our
        results of operations and the perceived value of the Company in the public
        market.
 
 33
  **The
        Application of the "Penny Stock" Rules Could Adversely Affect the Market
        Price
        of Our Common Stock and Increase Your Transaction Costs to Sell Those
        Shares.**
 
 As
        long
        as the trading price of our common shares is below $5 per share, the open-market
        trading of our common shares will be subject to the "penny stock" rules.
        The
        "penny stock" rules impose additional sales practice requirements on
        broker-dealers who sell securities to persons other than established customers
        and accredited investors (generally those with assets in excess of $1,000,000
        or
        annual income exceeding $200,000 or $300,000 together with their spouse).
        For
        transactions covered by these rules, the broker-dealer must make a special
        suitability determination for the purchase of securities and have received
        the
        purchaser's written consent to the transaction before the purchase.
        Additionally, for any transaction involving a penny stock, unless exempt,
        the
        broker-dealer must deliver, before the transaction, a disclosure schedule
        prescribed by the Securities and Exchange Commission relating to the penny
        stock
        market. The broker-dealer also must disclose the commissions payable to both
        the
        broker-dealer and the registered representative and current quotations for
        the
        securities. Finally, monthly statements must be sent disclosing recent price
        information on the limited market in penny stocks. These additional burdens
        imposed on broker-dealers may restrict the ability or decrease the willingness
        of broker-dealers to sell our common shares, and may result in decreased
        liquidity for our common shares and increased transaction costs for sales
        and
        purchases of our common shares as compared to other securities.
 
 **We
        may be unable to achieve some or all of the benefits that we expect to achieve
        through the Spin-Off.**
 
 The
        full
        strategic and financial benefits expected to result from the Spin-Off may
        be
        delayed or may never occur at all. For instance, there can be no assurance
        that
        investors will regard the new corporate structure as more clear and simple
        than
        the current corporate structure.
  34


**Item
      3.**  **Controls
      And Procedures**





(a) *Evaluation
      of disclosure controls and procedures* .
      As of
      the end of the period covered by this report, we carried out an evaluation,
      under the supervision and with the participation of our management, including
      our Chief Executive Officer and Chief Financial Officer, of the effectiveness
      of
      the design and operation of our disclosure controls and procedures, as defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
      as
      amended. Based upon that evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective as of the end of the applicable period to ensure that the information
      required to be disclosed by the Company in reports that it files or submits
      under the Exchange Act (i) is recorded, processed, summarized and reported
      within the time periods specified in Securities and Exchange Commission rules
      and forms and (ii) is accumulated and communicated to our management, including
      our Chief Executive Officer and Chief Financial Officer, as appropriate to
      allow
      timely decisions regarding required disclosures.





(b) *Changes
      in internal controls over financial reporting* .
      There
      was no change in our internal control over financial reporting during our most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal control over financial reporting.




35


**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.





**Item 4.**  **Submission
      of Matters to a Vote of Securities Holders.**





None.





**Item 5.**  **Other
      Information** .





None.





**Item
      6.**  **Exhibits**


ExhibitNumber
              
              Description2.1
              
              Stock
                  Exchange Agreement dated as of October 19, 2005, by and among Xerion
                  EcoSolutions Group, Inc., Town House Land Limited and its Shareholders
                  (1)3.1
              
              Articles
                  of Incorporation of Gemini Ventures, Inc. filed on November 11,
                  1985 with
                  the Secretary of State of the State of Colorado (2)3.2
              
              Articles
                  of Amendment to the Articles of Incorporation filed July 3, 1989
                  (2)3.3
              
              Certificate
                  of Correction filed on December 9, 1994, to correct the name of
                  the
                  Company to The Voyageur First, Inc. (2)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 (2)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 (2)3.6
              
              Amendment
                  to Articles of Incorporation filed October 5, 1998, naming the
                  members of
                  the Board of
                Directors
                  (2)3.7
              
              Amendment
                  to Articles of Incorporation filed April 14, 2000, to change directors
                  and
                  amend Bylaws (2)3.8
              
              Amendment
                  to Articles of Incorporation filed on June 30, 2000, to change
                  the name of
                  the Company to Immulabs Corporation
                  (2)
  36
  3.9
              
              Amendment
                  to Articles of Incorporation filed on March 28, 2005, changing
                  the name of
                  the Company to Xerion EcoSolutions Group Inc. (2)3.10
              
              Bylaws
                  of the Company (2)10.1
              
              Stock
                  Purchase Agreement dated as of December 11, 2006 by and among
                  Sino-American Development Corporation and Certain Purchasers
                  (3)31.1
              
              Section
                  302 Certification by the Principal Executive Officer
                  (4)31.2
              
              Section
                  302 Certification by the Principal Financial and Accounting Officer
                  (4)32.1
              
              Section
                  906 Certification by the Principal Executive Officer and Principal
                  Financial and Accounting Officer
                  (4)







(1)
            Incorporated
                by referencefrom
                the Registrant’s Current Report on Form 8-K/A filed on November 14,
                2005.




(2)
            Incorporated
                by reference from the Registrant’s Annual Report on Form 10-KSB filed on
                April 17, 2006.




(3)
            Incorporated
                by reference from the Registrant’s Current Report on Form 8-K filed on
                December 15, 2006.




(4)
            Filed
                herewith.





37


**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.


**SINO-AMERICAN
                DEVELOPMENT CORPORATION**
              (Registrant)Date:
              November 19, 2007
            By:
            /s/
              Silas PhillipsSilas
                Phillips
              Principal
                Executive Officer and Principal
              Financial
                and Accounting Officer




38