-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JaFbnu8LhsP5VPBETtZQ6Njw8jst6ijD/j4ABq3eoLLiRNUG4s3qDW6K6krBRZxF oVnOAprEN8XuDiJ/Me/OMQ== 0001010549-03-000158.txt : 20030331 0001010549-03-000158.hdr.sgml : 20030331 20030331151441 ACCESSION NUMBER: 0001010549-03-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030317 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMULABS CORP CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26760 FILM NUMBER: 03629953 BUSINESS ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 BUSINESS PHONE: 6124333522 MAIL ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN RESORTS INC DATE OF NAME CHANGE: 19950915 8-K 1 immulabs8k031703.txt IMMULABS CORPORATION Filing Type: 8-K Description: Current Report Filing Date: March 31, 2003 Period End: March 17, 2003 Primary Exchange: Over the Counter Includes OTC and OTCBB Ticker: ILAB - -------------------------------------------------------------------------------- Table of Contents - -------------------------------------------------------------------------------- 8-K ITEM 5.........................................................................1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2003 IMMULABS CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-26760 84-1286065 (State of Incorporation) (Commission (I.R.S Employer File Number) Identification No.) Suite 132-3495 Cambie St. Vancouver BC Canada V5Z 4R3 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (604) 696-0073 (Former name, former address and former fiscal year, if changed since last report.) - -------------------------------------------------------------------------------- ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On March 17, 2003 Ben Traub, the Company's President, purchased two million (2,000,000) restricted shares from the company in a private sale for US$20,000.00, which are beneficially owned by Mr. Traub via indirect ownership by way of trust agreements. On March 17, 2003 the Company agreed to pay $20,000.00 and issue five hundred thousand (500,000) shares to Richard Hewlett in consideration for the purchase of 67 mining claims. The Company will value this transaction at $25,000.00 with the issued shares valued at one cent per share ($0.01) each. On March 17, 2003 the Company agreed to issue two million (2,000,000) shares to the Hewlett Group in total consideration for the purchase of its ore and waste processing technology, such shares to be distributed as per the following; - -six hundred thousand, six hundred and sixty eight (666,668) shares to Richard Hewlett. - -six hundred thousand, six hundred and sixty six (666,666) shares to Byron Knelson. - -six hundred thousand, six hundred and sixty six (666,666) shares to Ryan Jones. The Company will value this transaction at $20,000.00 with the issued shares valued at one cent per share ($0.01) each. - -------------------------------------------------------------------------------- (1) | (2) | (3) | (4) Title of Class | Name and Address of |Amount and Nature | Percent | Beneficial Owner | of Beneficial Owner | of Class - -------------------------------------------------------------------------------- Common Ben Traub, 103-4338 Main St. 2,000,000 Indirect 40.88% Suite 905 Whistler BC Canada Common Richard Hewlett 1,166,668 direct 23.85% 1539, North China Lake Boulevard, Ridgecrest, CA, Common Byron Knelson, 666,666 direct 13.63% 17470 - 28B Avenue, Surrey, BC Canada Common Ryan Jones, 666,666 direct 13.63% 1282 High Street, White Rock, BC, Canada ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 17, 2003 the Company authorized the purchase of sixty-seven mining claims in California from Richard Hewlett. Consideration in the transaction is US$20,000.00 in Cash plus 500,000 restricted shares payable to Mr. Hewlett. The properties have had over four million dollars (US$4,000,000.00) spent on exploration and over five thousand assays exist detailing the results of that exploration. Prior to this transaction the Company had no relationship with this individual. The seller may cancel the transaction if the Company does not raise a minimum of one million (1,000,000) dollars in working capital in six months. The Company may cancel the transaction in six months for any sound business reason. In the event of cancellation, all shares will be returned to the Company and the Claims shall be returned to the seller with no further liability to either party. On March 17, 2003 the Company acquired the rights to purchase certain ore and waste processing technology ("Technology") from its President, Ben Traub, in exchange for one dollar ($1.00). On March 17, 2003 The Company exercised its rights to purchase that Technology in exchange for two million (2,000,000) restricted shares to the owners of the technology as follows; -six hundred thousand, six hundred and sixty eight (666,668) shares to Richard Hewlett. -six hundred thousand, six hundred and sixty six (666,666) shares to Byron Knelson. - -six hundred thousand, six hundred and sixty six (666,666) shares to Ryan Jones. Prior to this transaction the Company had no relationship with these individuals. The Technology is protected by patent and is to be used to extract valuable and/or hazardous elements from the soil or water. The seller may cancel the transaction if the Company does not raise a minimum of one million (1,000,000) dollars in working capital in six months. The Company may cancel the transaction in six months if the potential for the technology was misrepresented. In the event of cancellation, all shares shall be returned to the Company and the Technology shall be returned to the seller with no further liability to either party. ITEM 5. OTHER EVENTS. The Company has modified its business plan and is entering the `Non-Toxic' Ore and Waste Processing and Environmental Remediation business with a focus on serving the Mining and Coal Fired Power Plant industries. The Company has changed its name to Xerion EcoSolutions Group Inc.. To facilitate its business plan, the Company has acquired ownership of sixty-seven mining claims in California and certain proprietary ton-toxic ore and waste processing technologies for use in environmental remediation and economic metals recovery. The Company has received a letter dated March 13 from its President, Ben Traub, forgiving the Company all debt owed to himself. The Company has entered into employment agreements with the following executives; Richard F. Hewlett has joined the executive management team with the position of Chief Scientific Officer. Mr. Hewlett, has put four mines into production, including a mercury mine in partnership with Placer Dome. Mr. Hewlett is a graduate in Chemical Engineering from Iowa State University with a Masters degree in Mining Engineering from the University of Arizona. Mr. Hewlett was a pioneer in computer generated ore reserve calculations and is a well known metallurgist and consultant. Mr. Hewlett is the inventor of the proprietary ore processing System that the company has acquired. Byron Knelson has joined the executive management team with the position of Vice President, Corporate Development. Mr. Knelson is recognized worldwide as being a foremost authority on the recovery of freegold. He is the holder of numerous patents and is the inventor of the Knelson Concentrator. He built his company, Knelson Concentrators, into a growing concern of $15,000,000.00 in annual sales before handing over the responsibilities of day-to-day management to others. He continues to serve on the Board of Knelson Concentrators. His contacts in the mining industry are worldwide. Ryan Jones has joined the executive management team with the position of Vice President, Operations. Mr. Jones has put several mines into production and continues to serve on the board of two other publicly traded mining companies. He has worked closely with Knelson in the marketing of the Knelson Concentrator. Mr. Jones is a geological technician and has worked as a consultant in the mining industry for over ten years and is capable of calculating ore reserves, producing feasibility studies and overseeing the Company's own mines. David Thomas has joined the executive management team with the position of Chief Operating Officer. Mr. Thomas formerly served as Executive Vice President of a venture mining company, Vice President Finance of a development stage pharmaceutical company and Senior Vice President and Fund Manager of a futures based Mutual Fund Management Company. He has a strong background in corporate finance, regulatory compliance, strategic planning and general management. The Company has entered into an employment agreement with Ben Traub, retaining him as its President & CEO. Mr. Traub's background is in marketing. He studied consumer behavior and market research at the College of New Caledonia. He is the founder and former owner of a large marketing consulting agency and has taught advanced courses on relationship marketing to several thousand executives at sites across BC including two universities. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 31, 2003 IMMULABS CORPORATION By: /s/ Ben Traub ------------------ Ben Traub President -----END PRIVACY-ENHANCED MESSAGE-----