UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): [_] Form 10-KSB [_] Form 20-F [_] Form
11-K [X] Form 10-QSB [_] Form
N-SAR
[_]
Form
N-CSR
[_] Transition
Report on Form 10-K
[_] Transition
Report on Form 20-F
[_] Transition
Report on Form 11-K
[_] Transition
Report on Form 10-Q
[_] Transition
Report on Form N-SAR
For
the
Transition Period Ended: ________________________
Read
attached instruction sheet before preparing form. Please print or
type.
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
______________________________________________________________________________
PART
I -- REGISTRANT INFORMATION
SINO-AMERICAN
DEVELOPMENT CORPORATION
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Full
name
of registrant:
XERION
ECOSOLUTIONS GROUP INC.
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Former
name if applicable:
10900
Wilshire Boulevard, Suite 500
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Address
of principal executive office (Street and number):
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City,
state and zip code
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense
and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate.)
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½
½
½
½
[
X
] ½
½
½
½
½
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(a)
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The
reasons described in reasonable detail in Part III of this form
could not
be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K,
Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
on or
before the fifteenth calendar day following the prescribed due
date; or
the subject quarterly report or transition report on Form 10-QSB,
or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-QSB,
N-SAR, or the transition report portion thereof, could not be filed within
the
prescribed time period. (Attach extra sheets if needed.)
The
Company has experienced a delay in completing the information necessary to
include in its September 30, 2007 Form 10-QSB Quarterly Report (the “Quarterly
Report”). The Company expects to files the Quarterly Report within the allotted
extension period.
PART
IV -- OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Francis
Chen, Esq.
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(310)
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208-1182
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---------------------------
--------------- --------------------------
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(Name)
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(Area
Code) (Telephone Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company
Act of 1940 during the preceding 12 months or for such shorter
period that
the registrant was required to file such report(s) been filed?
If the
answer is no, identify report(s). [X]
Yes [ ]
No
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(3)
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Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof? [X ] Yes [ ]
No
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As
reported on the Registrant’s Current Report on Form 8-K filed on September 28,
2007, the Registrant entered into an Agreement and Plan of Reorganization
(the “Agreement”) on September 27, 2007, with Sino-American Holdings,
Inc., a Nevada corporation and a wholly-owned subsidiary (“Sino-American
Holdings”), to effectuate a spin-off of the Registrant’s real estate
business to Sino-American Holdings. Pursuant to the terms of the
Agreement, the Registrant transferred 100% of the capital stock of Town
House
Land Limited, a Hong Kong corporation (“Town House”) which holds all of
the assets and liabilities of the Registrant’s entire business, including real
estate development operations and real estate holdings in the United States
and
China, to Sino-American Holdings. Accordingly, as of September 27, 2007,
Sino-American Holdings, a privately held Nevada corporation, acquired all
of the
assets and assumed all of the liabilities of the Registrant’s real estate
development business and properties, and thus the Registrant became a public
reporting company with no assets or operating business. It is
anticipated that the earning statements to be included in the Registrant’s
periodic report on Form 10-QSB for the fiscal third quarter will contain
a
change in results of operations from the corresponding period for the last
fiscal year because of a slowdown in business operations during that period
in
2007 and because of the spin-off. The Registrant is unable to provide
an accurate quantitative estimate of the results for the quarter ended
September
30, 2007, as it has not yet completed the information necessary to provide
such
an estimate. However, the Registrant expects to file its Form 10-QSB
Quarterly Report with such results within the allotted extension
period.
SINO-AMERICAN
DEVELOPMENT CORPORATION
-----------------------------------------------------------------
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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/s/
Silas Phillips
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Silas
Phillips
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Chief
Executive Officer
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