-----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, LJ6yZ8LVqxTr5goPij50AQGUXFUJ9ZzFMjpzYwPG0fYaHI/5ZCndBn/M2euM3VHx 3SU6AkBzc7C+uhoaaa5YNg== 0001144204-05-036524.txt : 20051117 0001144204-05-036524.hdr.sgml : 20051117 20051117123341 ACCESSION NUMBER: 0001144204-05-036524 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XERION ECOSOLUTIONS GROUP INC CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26760 FILM NUMBER: 051211892 BUSINESS ADDRESS: STREET 1: SUITE 905, 102-4369 MAIN STREET CITY: WHISTLER STATE: A1 ZIP: V0N 1B4 BUSINESS PHONE: 604-902-0178 MAIL ADDRESS: STREET 1: SUITE 905, 102-4369 MAIN STREET CITY: WHISTLER STATE: A1 ZIP: V0N 1B4 FORMER COMPANY: FORMER CONFORMED NAME: IMMULABS CORP DATE OF NAME CHANGE: 20001031 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN RESORTS INC DATE OF NAME CHANGE: 19950915 10QSB 1 v029653_10qsb.txt United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______________ to ________________ Commission File Number: 0-26760 XERION ECOSOLUTIONS GROUP INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-1286065 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Suites A-C 20/F Neich Tower, 128 Gloucester Road, WanChai, Hong Kong The People's Republic of China --------------------------------------------------- (Address of principal executive offices) (626) 457-5958 ------------------------------------------------- (Issuer's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes |_| No |_| APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 227,321,840 shares of common stock as of November 15, 2005. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| XERION ECOSOLUTIONS GROUP, INC. INDEX PART I. FINANCIAL INFORMATION
Item 1. Financial Statements: Condensed Balance Sheet as of September 30, 2005 (unaudited).................. 2 Condensed Statements of Operations for the three months and nine months ended September 30, 2005 and 2004 (unaudited).......................... 3 Condensed Statements of Cash Flows for nine months ended September 30, 2005 and 2004 (unaudited)....................................... 4 Notes to Condensed Financial Statements....................................... 5 Item 2. Management's Discussion and Analysis or Plan of Operations...................... 7 Item 3. Controls and Procedures.........................................................10 PART II. OTHER INFORMATION Item 1. Legal Proceedings...............................................................10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....................10 Item 3. Defaults upon Senior Securities.................................................10 Item 4. Submission of Matters to a Vote of Security Holders.............................10 Item 5. Other Information...............................................................10 Item 6. Exhibits and Reports on Form 8-K................................................10 Signatures.............................................................10
PART 1 - FINANCIAL INFORMATION Item 1 - Financial Statements Xerion EcoSolutions Group Inc. (A Development Stage Company) Condensed Balance Sheet (expressed in U.S. Dollars)
As at Sept 30, 2005 ------------ (unaudited) ASSETS Current Assets Cash $ 2,161 ------------ Total Current Assets 2,161 Property and Equipment (Note 3) 2,563 ------------ Total Assets 4,724 ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities Accounts payable 37,466 Accrued liabilities 1,500 Due to related party (Note 4) 163,359 ------------ Total Liabilities 202,325 ------------ Stockholders' (Deficit) Preferred stock, 50,000,000 shares authorized, no par value; none issued -- Common Stock, 300,000,000 shares authorized, $0.001 par value 2,841,523 shares issued and outstanding 2,842 Additional Paid-in Capital 10,014,413 Donated Capital 126,000 Deficit Accumulated During the Development Stage $(10,340,856) ------------ Total Stockholders' (Deficit) $ (197,601) ------------ Total Liabilities and Stockholders' (Deficit) $ 4,724 ============
The accompanying notes are an integral part of the financial statements 2 Xerion EcoSolutions Group Inc. (A Development Stage Company) Condensed Statements of Operations (expressed in U.S. Dollars) (unaudited)
Accumulated from November 1, 1985 For the For the (Date of Inception) Three Months Ended Nine Months Ended to Sept 30, September 30, September 30, 2005 2005 2004 2005 2004 ------------ ------------ ------------ ------------ ------------ Revenue -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Expenses Depreciation $ 11,625 $ 805 $ 829 $ 2,273 $ 2,447 General and administrative (1) 3,039,054 18,040 22,309 55,004 78,546 Impairment loss on intangible asset 20,000 -- -- -- -- Loss on disposal of property and equipment 7,866 -- -- -- -- Mining exploration 54,379 -- -- -- -- Stock-based compensation 1,955,651 -- -- -- -- ------------ ------------ ------------ ------------ ------------ Total Expenses 5,088,575 18,845 23,138 55,277 80,993 ------------ ------------ ------------ ------------ ------------ Loss from Continuing Operations (5,088,575) (18,845) (23,138) (57,277) (80,993) Loss from Discontinued Operations (5,252,281) -- -- -- -- ------------ ------------ ------------ ------------ ------------ Net (Loss) $(10,340,856) $ (18,845) $ (23,138) $ (57,277) $ (80,993) ============ ============ ============ ============ ============ Net (Loss) Per Share - Basic and Diluted -- $ (0.01) $ (0.01) $ (0.02) $ (0.03) ============ ============ ============ ============ ============ Weighted Average Shares Outstanding -- 2,841,523 2,841,523 2,841,523 2,841,523 ============ ============ ============ ============ ============ (1) Stock-based compensation is excluded from: General and administrative 1,955,651 -- -- -- -- ============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements 3 Xerion EcoSolutions Group Inc. (A Development Stage Company) Condensed Statements of Cash Flows (expressed in U.S. Dollars) (unaudited)
For the Nine Months Ended September 30, 2005 2004 ------------ ------------ Cash Flows to Operating Activities Net loss $ (57,275) $ (80,973) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 2,273 2,447 Loss on disposal of property and equipment -- 7,866 Changes in operating assets and liabilities: Prepaid expenses -- 2,636 Accounts payable and accrued liabilities 41,471 28,266 ------------ ------------ Net Cash Used in Operating Activities (13,531) (39,758) ------------ ------------ Cash Flows from Investing Activities Sale of mining claims -- 9,000 ------------ ------------ Net Cash Provided By Investing Activities -- 9,000 ------------ ------------ Cash Flows from (to) Financing Activities Advances from a related party 13,359 -- Repayments to a related party -- (1,015) ------------ ------------ Net Cash Provided By (Used in) Financing Activities 13,359 (1,015) ------------ ------------ Increase (Decrease) in Cash (172) (31,772) Cash - Beginning of Period $ 2,333 $ 33,685 ------------ ------------ Cash - End of Period $ 2,161 $ 1,913 ============ ============ Non-cash Financing and Investing Activities -- -- ============ ============ Supplemental Disclosures Interest paid -- -- Income tax paid -- -- ============ ============
The accompanying notes are an integral part of the financial statements 4 Xerion EcoSolutions Group Inc. (A Development Stage Company) Notes to the Condensed Financial Statements (expressed in U.S. Dollars) (unaudited) 1. Nature of Operations and Continuance of Business Xerion EcoSolutions Group Inc. (the "Company") was incorporated on November 1, 1985 under the laws of the State of Colorado. The shares of the Company currently trade on the Electronic Bulletin Board over-the-counter market (OTC-BB) under the symbol "XECO". The Company is a development stage company as defined by Statement of Financial Accountings Standards ("SFAS") No. 7 "Accounting and Reporting by Development Stage Enterprises". In a development stage company, management devotes most of its activities in developing a market for its products and/or services. The Company is presently in its developmental stage and currently has no sources of revenue to provide incoming cash flows to sustain future operations. As at September 30, 2005, the Company has a working capital deficit of $200,164 (December 31, 2004 - $145,162) and has an accumulated deficit of $10,340,856 since its inception. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and then generate significant revenue. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. 2. Summary of Significant Accounting Policies a) Basis of Accounting and Year End These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in U.S. dollars. The Company's fiscal year end is December 31. b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. d) Property and Equipment Property and equipment consists of computer equipment recorded at cost and depreciated on a straight-line basis over the estimated useful life of three years. e) Long-lived Assets In accordance with Financial Accounting Standards Board ("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. 5 f) Financial Instruments The carrying value of cash, accounts payable and accrued liabilities and amounts due to related party approximate fair value due to the immediate or short-term maturity of these financial instruments. g) Mineral Property Costs The Company has been engaged in the acquisition, exploration and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. h) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, "Accounting for Income Taxes", as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured that it is more likely than not it will utilize the net operating losses carried forward in future years. i) Foreign Currency Transactions The Company's functional and reporting currency is the United States dollar. Occasional transactions occur in Canadian currency, and management has adopted SFAS No. 52, "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. j) Stock-based Compensation The Company has adopted SFAS No. 123 "Accounting for Stock Based Compensation" which requires that stock awards granted to employees and non-employees are recognized as compensation expense based on the fair market value of the stock award or fair market value of the goods and services received whichever is more reliably measurable. k) Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Loss per share information does not include the effect of any potential common shares, as their effect would be anti-dilutive. l) Comprehensive Loss SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2005 and 2004, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. m) Recent Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"), "Share-Based Payment." SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability, and credibility of financial statements. Public entities that file as small business issuers will be required to apply Statement 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position. 6 In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between GAAP in the United States and GAAP developed by the International Accounting Standards Board (IASB). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions", that was issued in 1973. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Company's results of operations and financial position. The FASB has also issued SFAS No. 151 and 152, but they will not have any relationship to the operations of the Company. Therefore, a description and its impact for each on the Company's operations and financial position have not been disclosed. In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 ("SAB 107") to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB 107 during the implementation of SFAS No. 123R. n) Reclassifications Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. o) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 3. Property and Equipment
June 30, December 31, 2005 2004 Net Book Net Book Accumulated Value Value Cost Depreciation (unaudited) (audited) ------------ ------------ ------------ ------------ Computer equipment $ 9,207 $ 6,645 $ 2,563 $ 4,836
4. Related Party Transactions a) The Company accrued $45,000 during the nine months ended September 30, 2005 (2004 - $45,000) to the President of the Company for management services rendered. b) Included in due to related party is a balance of $150,000 (December 31, 2004 - $120,000) payable to the President of the Company. c) The amount of $13,359 (December 31, 2004 - $0) due to the President of the Company for cash advances and expenses paid on behalf of the Company is without interest, unsecured and due on demand. 5. Subsequent Event The Company entered into a definitive Stock Exchange Agreement (the "Agreement") under which Town House Land Limited ("Town House"), a real estate development company organized in the People's Republic of China; was acquired by the Company in consideration for the issuance of the common stock of the Company representing a 98.75% ownership interest in the Company to the former owners of Town House and their designees. The Agreement closed on October 31, 2005. Reference is made to the Form 8-K and Form 8-K/A current reports filed with the U.S. Securities and Exchange Commission during November 2005. 7 Item 2 - Management's Discussion and Analysis or Plan of Operation Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate", "believe", "estimate", "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. General Business Overview Xerion EcoSolutions Group Inc. (the "Company") was originally incorporated in Colorado in 1985 as Gemini Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd., in 1994 to the Voyageur First, Inc., in 1995 to North American Resorts, Inc., in 2000 to Immulabs Corp. Effective March 28, 2003, as filed with the State of Colorado, the Company changed its name to Xerion EcoSolutions Group Inc. In November 2000, Immulabs acquired the exclusive rights to purchase technologies developed by Quest Research Group, Inc. ("Quest") of Boston, Massachusetts, and to buy up to 100% of that company. Quest's biotech research had resulted in the development of two technologies of interest to the Company, which the Company hoped to commercialize. With the exclusive rights to acquire secured, the Company had been performing its due diligence pursuant to its option contract with Quest in order to evaluate the technology and develop its commercialization strategy. The parties entered into a dispute and the Company contacted Quest to seek mediation or arbitration as provided for in the option agreement. The Company subsequently learned that Quest had insufficient assets to warrant litigation and decided at this time not to pursue further legal action. In October 2002, the Company retained Ben Traub as President of the company. Mr. Traub was to identify new business opportunities on behalf of the Company. On March 17, 2003 the Company purchased 67 mining claims and certain ore and waste processing technologies. In compliance with the purchase agreements, the vendors were obligated to deliver exploration and metallurgical data to support the representations made about the processing technologies and claims. The Vendors neglected to deliver this documentation. Subsequent to December 31, 2003 the Company has canceled the purchase agreements. The cancellation of the purchase resulted in a reimbursement of 2.5 million shares to the Company, which substantially reduced the issued and outstanding shares of the Company. For over a year the Company had been working with Dr. David Dreisinger, a specialist consultant in the field of hydrometallurgy. This work has included a research project focused on developing a viable alternative to cyanide for the gold mining industry. The Company has discontinued this project. 8 Results of Operations for the Nine Months Ended September 30, 2005 Revenues. The Company has had no revenues from operations. The Company incurred a net loss of $55,277 during the nine month period ended September 30, 2005 compared to $80,993 in the equivalent period of 2004, a decrease of 31.8%. The losses for both periods primarily consisted of management fees paid to the president of the Company of $45,000. The remaining expenses consisted of legal and professional fees which had decreased during the current year. Results of Operations for the Three Months Ended September 30, 2005 The Company had no revenues from operations. The Company incurred a net loss of $18,845 during the three month period ended September 30, 2005 as compared to $23,138 for an equivalent period in 2004, a decrease of 18.6%. The losses for both periods primarily consisted of management fees paid to the president of the Company at a rate of $5,000 per month. Liquidity and Capital Resources. The primary source of the Company's cash has been through the sale of its common stock. Our cash decreased to $2,161 at September 30, 2005 from $2,333 at December 31, 2004. The President of the Company advanced $13,234 to the Company during the year which was offset by general and administrative expenditures. As at September 30, 2005, the Company has a working capital deficit of $200,164 as compared to $145,162 at December 31, 2004. The Company entered into a definitive Stock Exchange Agreement (the "Agreement") under which Town House Land Limited ("Town House") was acquired by the Company in consideration for the issuance of the common stock of the Company representing a 98.75% ownership interest in the Company to the former owners of Town House and their designees. The Agreement closed on October 31, 2005. Future expenses of the Company are expected to be financed through the operations of Town House and through additional funds raised through equity financings. 9 Item 3 - Controls and Procedures The Company's Chief Executive Officer and chief financial officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act of 1934) as of the end of period covered by this quarterly report (the "Evaluation Date"). Based on such evaluation, such officer has concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective. During the most recent fiscal quarter, there have not been any significant changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect internal controls over financial reporting. PART 2 - OTHER INFORMATION Item 1 - Legal Proceedings N/A Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds N/A Item 3 - Defaults Upon Senior Securities N/A Item 4 - Submission of Matters To a Vote of Security Holders N/A Item 5 - Other Information Item 6 - Exhibits and Reports on Form 8-K Exhibits 31.1 Certification of Fang Zhong 32.1 Certification of Fang Zhong Reports on Form 8-K None 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 on this 16th day of November, 2005 Xerion EcoSolutions Group Inc. By: /s/ Fang Zhong ------------------------------------ Fang Zhong Chief Executive Officer, President, Treasurer, and principal financial And accounting officer 10 EX-31.1 2 v029653_ex31-1.txt EXHIBIT 31.1 CERTIFICATION I, Fang Zhong, certify that: 1. I have reviewed this Form 10-QSB quarterly report for the period ended September 30, 2005, of Xerion EcoSolutions Group Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 16, 2005 /s/ Fang Zhong ---------------------------------------- Fang Zhong Chief Executive Officer, President, Treasurer and principal financial and accounting officer EX-31.2 3 v029653_ex31-2.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C., ss.1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-QSB of Xerion EcoSolutions Group Inc. (the "Company") for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer, President, Treasurer and principal financial and accounting officer of the Company, hereby certify pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents in all material respects the financial condition and results of operations of Xerion EcoSolutions Group Inc. Dated: November 16, 2005 /s/ Fang Zhong ------------------------------ Fang Zhong Chief Executive Officer, President, Treasurer and principal financial and accounting officer -----END PRIVACY-ENHANCED MESSAGE-----