RULE 14F-1
INFORMATION REPORT OF CHANGE IN MAJORITY OF DIRECTORS

INFORMATION PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934

XERION ECOSOLUTIONS GROUP INC.
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

NOVEMBER 9, 2005

This report is furnished by the Board of Directors of Xerion EcoSolutions
Group Inc., a Colorado corporation (the "Company"), to the holders of common
stock of the Company to provide information to them regarding a change in
management of the Company.

This information is provided for information purposes only. We are not
soliciting proxies in connection with the matters described herein. You are not
required to respond to this report.

DIRECTORS AND EXECUTIVE OFFICERS

CHANGES IN THE BOARD OF DIRECTORS

On October 31, 2005, the Company received the final executed documents
necessary to close the acquisition of Town House Land Limited ("Town House"), a
real estate development company located in Hong Kong in The People's Republic of
China. In connection with this acquisition, Mr. Warren C. Gacsi resigned as a
director and an officer of the Company. Mr. Zhong Fang was appointed as a
director to fill the resulting vacancy. In addition, all officers of the Company
were replaced by new officers designated by Town House. Following these actions,
the members of the Board were Mr. Ben Traub, Mr. Robert Skanes and Mr. Fang
Zhong.

Effective November 9, 2005, the Board of Directors of the Company approved
resolutions appointing Mr. Frang Weifeng and Mr. Fang Weijun to serve as
directors of the Company to fill vacancies resulting from the proposed
resignations of Ben Traub and Robert Skanes as directors. These new appointees
will constitute a majority of the members of the Board of Directors, but the
change in directors is not effective under the terms of the Board resolution
until ten days after this Report is sent to the Company's shareholders of record
and filed with the U.S. Securities and Exchange Commission.

THE NEW OFFICERS AND DIRECTORS

The following table sets forth certain information for each new officer,
director and director-elect of the Company.

NAME AGE CURRENT POSITIONS DIRECTOR SINCE
---- --- ----------------- --------------

Fang Zhong 41 Chairman, Director, Chief October 31, 2005
Suite A-C, 20/F Neich Tower Executive Officer, President
128 Gloucester Road and Treasurer
Wanchai, Hong Kong
The People's Republic of China

Fang Weijun 38 --- Director Elect
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

Fang Weifeng 35 --- Director Elect
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

Hu Min 25 Secretary October 31, 2005
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

All executive officers are elected by the Board and hold office until
their successors are duly elected and qualified. Each Director is elected by the
stockholders and serves until their resignation or election of a successor.
However, the Board of Directors has the authority to remove and replace any
director or officer of the Company by majority vote without stockholder
approval. During 2004 and 2005, the Board acted through written unanimous
consents only, and no meetings of the Board were held.

The following is information regarding the business experience of each new
director and officer.

Mr. Fang Zhong is the founder and has been the Chairman of the Board,
Chief Executive Officer and President of Town House since its organization in
2003. From 1995 to the present, he has been the Chief Executive Officer and a
director of Wuhan Pacific Real Estate Development Company Limited ("Wuhan
Pacific") which is the principal operating subsidiary of Town House. Mr. Fang
Zhong received Bachelor of Science degree in industrial and domestic
architecture from the Wuhan Institute of Urban Construction. He also
participated in the MBA program at Northern Jiaotong University. He has received
various awards, including "Young Entrepreneur in Central-south Area" of the PRC,
and "One of Ten Excellent Young Entrepreneurs Leading Private Enterprises in
Wuhan". He has also held various significant positions such as the Standing
Director Hubei Physical Culture Foundation, Deputy to Jiang'an District People's
Congress, a Standing Member to Jiang'an District Political Consultative
Conference, and the Vice Chairman of Jiang'an District Young People Association,
etc.

Mr. Fang Weijun has been employed as the Manager of the Engineering
Department of Wuhan Pacific since 2000. He has been an employee of Wuhan Pacific
for over ten (10) years. He became the General Manager of Operations of Town
House in 2003. He attended Zhengzhou College and graduated in 1985.

Mr. Fang Weifeng has been employed as the Manager of the Materials
Department and Construction Operations, responsible for construction material
purchases and distribution, since 1996. He became a director and Vice
President-Construction Operations of Town House in 2003.

Ms. Hu Min has been employed as the Human Resources Manager of Town House
and its subsidiaries since 2000. She graduated from Wuhan University in 2001.

Mr. Fang Zhong is married to Ms. Hu Min. Fang Zhong and Fang Weijun are
brothers.

REPORTS OF BENEFICIAL OWNERSHIP

Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors of the Company and persons who own more than ten percent (10%) of a
registered class of its equity securities to file reports of ownership and
changes in their ownership on Form(s) 3, 4, and 5 with the U.S. Securities and
Exchange Commission, and forward copies of such filings to the Company. Based on
the copies of filings received by the Company, each of the new officers and
directors filed a Form 3 with the Securities and Exchange Commission reporting
their respective stock ownership in the Company. All of these filings were made
on November 2, 2005, the date the reports were due.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Business Corporation Act (the "Act"), Sections 7-109-101
through 7-109-107, contain indemnification provisions which permit
indemnification by a Colorado corporation of a director or an officer against
liability incurred in a proceeding if the person conducted himself or herself in
good faith and reasonably believed his or her conduct was in the corporation's
best interests, and that in all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and in the case of a
criminal proceeding, the person had no reasonable cause to believe that his or
her conduct was unlawful. Section 7-109-103 of the Act provides that a
corporation shall indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because the person is or was a director, against reasonable expenses incurred by
him or her in connection with the proceeding.

Section 1-109-110 of the Act provides that a corporation shall give
written notice to the shareholders if the corporation indemnifies or advances
expenses to a director with or before the notice of the next shareholders'
meeting.

The fifth Article of the Articles of Incorporation of the Company provides
that the Company shall have the right to indemnify any person to the fullest
extent allowed by the laws of the State of Colorado, except as may be limited by
the By-Laws of the Company. Article V of the By-Laws of the Company provides
that the Company shall indemnify directors and officers for expenses and
liabilities in such manner and to the extent provided by Colorado statutes.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the U.S. Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and, is therefore, unenforceable.

EXECUTIVE COMPENSATION

COMPENSATION

The following table provides certain summary information concerning the
compensation earned for services rendered in all capacities to Town House and
its subsidiaries for the fiscal years ended December 31, 2004, 2003, and 2002,
by the person serving in the capacity of chief executive officer and the other
most highly compensated executive officers of Town House. This information
includes the dollar amount of annual base salaries.

SUMMARY COMPENSATION TABLE

The following table discloses compensation during the years ended December
31, 2004, 2003 and 2002, for the Chief Executive Officers of the Company and/or
Town House.

- ------------------------- -------- ------------------------------------- -------------------------------------------- -------------
Long-Term Compensation
--------------------------------------------
Annual compensation Awards Payouts
- ------------------------- -------- ------------------------------------- -------------------------------- ----------- -------------

Other Securities
Name and Annual Restricted Underlying All Other
Principal Fiscal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
- ------------------------ --------- ----------- ------------- ----------- -------------- ----------------- ----------- -------------
Fang Zhong (1) 2004 $12,480 $ 0 $ 0 - - - - - - - - - - - -
Chairman, Director, 2003 $10,985 $ 0 $ 0 - - - - - - - - - - - -
Chief Executive 2002 $ 6,197 $ 0 $ 0 - - - - - - - - - - - -
Officer, President and
Treasurer

- ------------------------ --------- ----------- ------------- ----------- -------------- ----------------- ----------- -------------

- ------------------------ --------- ----------- ------------- ----------- -------------- ----------------- ----------- -------------
Benjamin Traub 2004 $60,000 $ 0 $ 0 - - - - - - - - - - - -
Director and former 2003 $60,000 $ 0 $ 0 - - - 150,000 shares - - - - - -
Chief Executive Officer of common stock
and President 2002 $ 0 $ 0 $ 0 - - - - - - - - -
- ------------------------ --------- ----------- ------------- ----------- -------------- ----------------- ----------- -------------

(1) Excludes use of an automobile provided by Town House and certain personal
benefits that are valued at less than levels which would otherwise require
disclosure under the Rules of the U.S. Securities and Exchange Commission.

STOCK OPTION PLAN

The Company has not adopted any stock option plan and no options have been
issued, or are proposed to be issued, to the named directors and executive
officers of the Company at the present time.

EMPLOYMENT CONTRACTS

The Company has no employment agreements or consulting agreements with any
of the directors or officers of the Company.

BENEFIT PLANS

The Company does not have any pension plan, profit sharing plan, or
similar plans for the benefit of its officers, directors or employees. However,
the Company may establish such plans in the future.

COMPENSATION OF DIRECTORS

The Company has not adopted any plan or arrangement for compensating
directors for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of October 31, 2005, the number and
percentage of the 227,321,840 shares of the total outstanding common stock of
the Company that were beneficially owned by each person who is currently a
director or director-elect (who are also all of the executive officers). Except
as otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned.

NAME AND ADDRESS COMMON STOCK PERCENT OF CLASS
- ---------------- ------------ ----------------

Fang Zhong (1)(3) 187,640,540 (2) 82.5% (2)
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

Hu Min (1) 6,201,340 2.73%
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

Fang Weifeng (3) 6,201,340 2.73%
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China

Fang Weijun (3) 6,201,340 2.73%
Suite A-C, 20/F Neich Tower
128 Gloucester Road
Wanchai, Hong Kong
The People's Republic of China
- ------------------------------------------------

(1) Mr. Fang Zhong and Ms. Hu Min are husband and wife.
(2) Includes 6,201,340 shares of common stock of the Company held in trust for
the minor nephew of Mr. Fang.
(3) Mr. Fang Zhong and, Mr. Fang Weifent, and Mr. Fang Weijun are brothers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the past two years ended December 31, 2004 and 2003, and during the
ten month period ended October 31, 2005, Town House has received from time to
time short-term advances for general corporate purposes from Mr. Fang Zhong, a
director and an officer of Town House. Town House has previously established the
practice of making advances for business related costs and expenses to its
executive officers.

A summary of advances to and from the executive officers and directors of
Town House during 2004 and 2003 and during the interim period ended June 30,
2005 (unaudited) are as follows:

Maximum outstanding
balance during
the period
Balance at December 31, ended Security
Name 2004 2003 June 30, 2005 held
- ---- ---- ---- ------------- ----
Fang Zhong $(2,022,604) $(2,399,321) $(1,671,077) none
Hu Min $ 5,970 $ (41,667) $ 5,970 none
Fang Weijun $ (440) $ (48,077) $ (440) none
Fang Wei Feng $ (77,744) $ (125,826) $ (77,744) none
- --------------------------------------------------------------------------------

Signature

Xerion EcoSolutions Group, Inc.
a Colorado Corporation

By:Fang Zhong
-------------------------------------
Fang Zhong
Chief Executive Officer and President