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
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Table of Contents
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8-K
ITEM 5.........................................................................1
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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.)
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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.
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(1) | (2) | (3) | (4)
Title of Class | Name and Address of |Amount and Nature | Percent
| Beneficial Owner | of Beneficial Owner | of Class
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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.
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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
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Ben Traub
President