UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 10-QSB



[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended  February 29, 2008
                                      -----------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-107179
                            -----------------


                             XPENTION GENETICS, INC.
    ------------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)



          Nevada                                         98-0380519
---------------------------------             --------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

10965 Elizabeth Drive
Conifer, CO                                               80433
----------------------------------------      --------------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code:        (303) 908-4900
                                                ------------------------------

<PAGE>

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).        [_] Yes         [X] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  59,975,833 shares of $0.001 par value
common stock outstanding as of April 10, 2008.

Transitional Small Business Disclosure Format (Check one):   [_] Yes     [X] No



                                       2
<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                                   CONSOLIDATED BALANCE SHEETS


                                                                                     February 29,           May 31,
                                                                                         2008                 2007
                                                                                   -----------------    -----------------
                                                                                     (unaudited)

                                            ASSETS
<S>                                                                                <C>                  <C>
Current assets
     Cash and cash equivalents                                                     $            137     $         24,707
     Prepaid expenses                                                                         4,781                    -
                                                                                   -----------------    -----------------
            Total assets                                                           $          4,918     $         24,707
                                                                                   =================    =================


                           LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
     Accounts payable and accrued expenses                                          $       141,636     $        113,115
     Accrued compensation                                                                   320,000              248,000
     Accrued interest                                                                        15,324                9,367
     Advances from related parties                                                           15,000                    -
     Notes payable, related party                                                           113,600              108,000
     Convertible debt, net of discount                                                       30,000               17,400
                                                                                   -----------------    -----------------
            Total current liabilities                                                       635,560              495,882
                                                                                   -----------------    -----------------

Stockholders' (deficit)
     Preferred stock, $0.001 par value, 10,000,000 shares authorized,
         none issued or outstanding                                                               -                    -
     Common stock, $0.001 par value, 100,000,000 shares authorized,
         59,975,833 shares issued and outstanding                                            59,976               59,976
     Additional paid-in capital                                                             921,124              807,524
     (Deficit) accumulated during the development stage                                  (1,611,742)          (1,338,675)
                                                                                   -----------------    -----------------
            Total stockholders' (deficit)                                                  (630,642)            (471,175)
                                                                                   -----------------    -----------------
            Total liabilities and stockholders' (deficit)                          $          4,918     $         24,707
                                                                                   =================    =================


         The accompanying footnotes are an integral part of these consolidated financial statements.

</TABLE>
                                              F-1

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF OPERATIONS
         for the three months and nine months ended February 29, 2008 and February 28, 2007,
            and for the period from Inception (October 13, 2004) to February 29, 2008
                                           (unaudited)



                                            Three Months Ended                    Nine Months Ended              October 13, 2004
                                     February 29,        February 28,      February 29,       February 28,        (Inception) to
                                         2008                2007              2008               2007          February 29, 2008
                                     --------------      --------------    --------------     --------------   ---------------------
<S>                                  <C>                 <C>               <C>                <C>              <C>

Revenues                             $           -       $           -     $           -      $           -       $               -
                                     --------------      --------------    --------------     --------------   ---------------------

Expenses
   Research and development                      -               3,285            28,065              3,285                 937,601
   General and administrative               33,610              27,165           112,845            125,440                 519,217
                                     --------------      --------------    --------------     --------------   ---------------------
        Total expenses                      33,610              30,450           140,910            128,725               1,456,818
                                     --------------      --------------    --------------     --------------   ---------------------

Operating (loss)                           (33,610)            (30,450)         (140,910)          (128,725)             (1,456,818)
                                     --------------      --------------    --------------     --------------   ---------------------

Other (expense)
  Interest expense                          (2,028)             (4,327)           (5,957)            (4,254)                (20,324)
  Amortization of debt discount             (2,071)                  -          (126,200)            (3,107)               (134,600)
                                     --------------      --------------    --------------     --------------   ---------------------
        Total other (expense)               (4,099)             (4,327)         (132,157)            (7,361)               (154,924)
                                     --------------      --------------    --------------     --------------   ---------------------

Net (loss)                           $     (37,709)      $     (34,777)    $    (273,067)     $    (136,086)           $ (1,611,742)
                                     ==============      ==============    ==============     ==============   =====================


Net (loss) per common share:
   Basic and diluted                 $       (0.00)      $       (0.00)    $       (0.00)     $       (0.00)
                                     ==============      ==============    ==============     ==============

Weighted average shares outstanding:
   Basic and diluted                    59,975,833          57,725,833        59,975,833         57,664,295
                                     ==============      ==============    ==============     ==============




           The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
               for the nine months ended February 29, 2008 and February 28, 2007,
            and for the period from Inception (October 13, 2004) to February 29, 2008
                                           (unaudited)


                                                                                                          October 13, 2004
                                                                     Nine Months Ended                     (Inception) to
                                                          February 29, 2008       February 28, 2007      February 29, 2008
                                                         --------------------    --------------------    -------------------
<S>                                                      <C>                     <C>                     <C>

Cash flows from operating activities:
            Cash flows (used in) operating activities    $           (45,170)    $           (61,303)   $          (633,563)
                                                         --------------------    --------------------    -------------------

Cash flows from investing activities:
            Cash flows (used in) investing activities                      -                       -                      -
                                                         --------------------    --------------------    -------------------

Cash flows from financing activities:
       Proceeds from notes payable, related party                      5,600                   8,000                113,600
       Proceeds from convertible debt                                      -                  30,000                 30,000
       Advances from related parties, net                             15,000                  10,000                 15,000
       Proceeds from issuance of common stock                              -                       -                475,100
                                                         --------------------    --------------------    -------------------
            Cash flows provided by financing activities               20,600                  48,000                633,700
                                                         --------------------    --------------------    -------------------

Net increase (decrease) in cash and equivalents                      (24,570)                (13,303)                   137

Cash and cash equivalents, beginning of period                        24,707                  19,229                      -
                                                         --------------------    --------------------    -------------------

Cash and cash equivalents, end of period                 $               137     $             5,926     $              137
                                                         ====================    ====================    ===================


Supplemental cash flow information:

         Income taxes paid                               $                 -     $                 -     $                -
                                                         ====================    ====================    ===================

         Interest paid                                   $                 -     $                 -     $            5,000
                                                         ====================    ====================    ===================


         The accompanying footnotes are an integral part of these consolidated financial statements.
</TABLE>

                                      F-3

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The  accompanying   unaudited  consolidated  financial  statements  of  Xpention
Genetics,  Inc.  have  been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements.  These financial statements should
be read in  conjunction  with the audited  financial  statements  and  footnotes
included thereto for the fiscal year ended May 31, 2007, for Xpention  Genetics,
Inc. on Form 10KSB, as filed with the Securities and Exchange Commission.

The financial statements reflect all adjustments  consisting of normal recurring
adjustments,  which,  in the opinion of  management,  are  necessary  for a fair
presentation of the results for the periods shown.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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
that effect the reported  amounts of revenues and expenses  during the reporting
period. Actual results could differ from those estimates.

Organization

Xpention  Genetics,  Inc. (the "Company") is a Nevada  corporation that resulted
from the business  combination  between Xpention,  Inc. and Bayview  Corporation
that occurred in March, 2005. For accounting purposes, the date of inception for
the Company is October 13, 2004, the date that Xpention,  Inc. was incorporated.
The Company has been in the  development  stage since its  formation and has not
yet  realized  any revenues  from its planned  operations.  It is engaged in the
biotechnology  industry to develop both  immunological  and molecular  tests for
cancer detection in animals and humans as well as therapeutic vaccines and other
treatment methods for both canine and human cancers.  The Company has chosen May
31st as its fiscal year-end.

Basis of Presentation

Xpention  Genetics,  Inc.  represents  the  result of a merger  between  Bayview
Corporation  ("Bayview"),  a public  company,  and  Xpention,  Inc.,  a  private
company. During March 2005, Bayview issued 14,300,000 shares of its common stock
to the sole shareholder of Xpention,  Inc. in exchange for all of the issued and
outstanding common shares of Xpention, Inc. pursuant to an Agreement and Plan of
Reorganization  (the  "Merger").  In addition,  concurrent  with the exchange of
shares, Bayview changed its name to Xpention Genetics, Inc.

For  accounting  purposes,  this  acquisition  of Xpention,  Inc. by Bayview,  a
non-operating  entity,  represents a reverse  acquisition  under which Xpention,
Inc. is  recognized as the  accounting  acquirer.  In substance,  the Merger was
recorded as a capital transaction by the issuance of 42,542,500 shares of common

                                      F-4

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)

stock by the  Company  for all of the issued and  outstanding  common  shares of
Bayview. No goodwill or other intangible assets were recorded and the historical
financial  statements  as of and prior to the  acquisition  date  represent  the
operations of Xpention, Inc.

Xpention,  Inc. (a wholly-owned  subsidiary of the Company) was  incorporated in
the State of Colorado on October 13, 2004. Since its inception,  Xpention,  Inc.
has participated in the biotechnology industry to develop both immunological and
molecular  tests  for  cancer  detection  in  animals  and  humans  as  well  as
therapeutic  vaccines  and other  treatment  methods  for both  canine and human
cancers.

Bayview was  incorporated  in the State of Nevada,  on September  5, 2002.  From
inception  until  February  28,  2005,  Bayview  was  primarily  engaged  in the
acquisition and exploration of mining  properties,  but had ceased operations by
February  28, 2005.  As of the date of the Merger,  Bayview had no assets and no
operations and has been treated as the acquired company for accounting purposes.

Basis of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiary,   Xpention,  Inc.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  On a periodic basis,  management reviews those estimates,  including
those  related to  allowances  for doubtful  accounts,  loss  contingencies  for
litigation, income taxes, and projection of future cash flows used to assess the
recoverability of long-lived assets.

Development Stage Company

The Company presents its financial  statements in conformity with the accounting
principles  generally  accepted  in the United  States of America  that apply to
enterprises  that are  establishing  their  operations.  As a development  stage
enterprise, the Company must utilize accounting principles consistent with those
required of an established enterprise,  and, in addition,  discloses the deficit
accumulated  during  the  development  stage and the  cumulative  statements  of
operations and cash flows from  commencement of development stage to the current
balance sheet date.

                                      F-5

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)

Net (Loss) Per Common Share

The Company  follows SFAS 128,  "Earnings Per Share."  Basic earnings (loss) per
common share  calculations  are  determined by dividing net income (loss) by the
weighted average number of shares of common stock  outstanding  during the year.
Diluted earnings (loss) per common share calculations are determined by dividing
net income (loss) by the weighted  average  number of common shares and dilutive
common  share  equivalents  outstanding.   During  the  periods  when  they  are
anti-dilutive,  common  stock  equivalents,  if any, are not  considered  in the
computation.

Recent Accounting Pronouncements

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial Liabilities ("SFAS 159"). Under this standard, an
entity is required to provide additional  information that will assist investors
and other users of financial information to more easily understand the effect of
the company's choice to use fair value on its earnings.  Further,  the entity is
required to display the fair value of those assets and liabilities for which the
company  has chosen to use fair  value on the face of the  balance  sheet.  This
standard  does not  eliminate  the  disclosure  requirements  about  fair  value
measurements included in SFAS 157 and SFAS No. 107, Disclosures about Fair Value
of Financial Instruments. SFAS 159 is effective for fiscal years beginning after
November 15, 2007.  Management is currently  evaluating the requirements of SFAS
159 and has not yet determined the impact on its financial statements.

In  December  2007 the  FASB  issued  SFAS  No.  141  (revised  2007),  Business
Combinations   ("SFAS  141R").   This  statement  replaces  SFAS  141,  Business
Combinations.  The statement  provides guidance for how the acquirer  recognizes
and measures  the  identifiable  assets  acquired,  liabilities  assumed and any
non-controlling  interest  in the  acquiree.  SFAS  141R  provides  for  how the
acquirer   recognizes  and  measures  the  goodwill  acquired  in  the  business
combination or a gain from a bargain  purchase.  The statement  determines  what
information  to disclose to enable  users to be able to evaluate  the nature and
financial effects of the business  combination.  The provisions of SFAS 141R are
effective as of January 1, 2009 and do not allow early  adoption.  Management is
currently evaluating the impact of adopting this statement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial Statements (SFAS 160), which becomes effective on January
1, 2009.  This  standard  establishes  accounting  and  reporting  standards for
ownership  interests in subsidiaries held by parties other than the parent,  the
amount  of  consolidated  net  income  attributable  to  the  parent  and to the
noncontrolling  interest,  changes  in a  parent's  ownership  interest  and the
valuation of retained  non-controlling  equity  investments when a subsidiary is
deconsolidated.  The Statement  also  establishes  reporting  requirements  that
provide sufficient disclosures that clearly identify and distinguish between the
interests  of the  parent  and  the  interests  of the  non-controlling  owners.
Management is currently evaluating the impact of adopting this statement.

There were various other accounting standards and interpretations  issued during
2007 and 2006,  none of which are  expected  to a have a material  impact on the
Company's financial position, operations or cash flows.

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)

NOTE 2.  GOING CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.

The Company is in its development stage and has not yet generated  revenues from
operations.  It has  experienced  losses  from  operations  as a  result  of its
investment  necessary to achieve its  operating  plan,  which is  long-range  in
nature.  For the nine months ended February 29, 2008, the Company incurred a net
loss of  $273,067,  and has incurred a  cumulative  net loss since  inception of
$1,611,742.  At  February  29,  2008,  the  Company  had a working  capital  and
stockholders' (deficit) of $(630,642).  These conditions raise substantial doubt
about the ability of the Company to continue as a going concern.

Management does not believe that the Company's current capital resources will be
sufficient to fund its operating  activity and other  capital  resource  demands
during fiscal year 2008. The Company's ability to continue as a going concern is
contingent  upon its  ability to obtain  capital  through  the sale of equity or
issuance of debt, joint venture or sale of its assets, and ultimately  attaining
profitable operations.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

NOTE 3.  NOTES PAYABLE, RELATED PARTY

In November  2004,  an  unrelated  third party lent the Company  $100,000 to pay
operating  expenses  pursuant  to a note.  This note was  originally  due on the
earlier  of (i) the  Company  successfully  receiving  financing  in  excess  of
$1,000,000; or (ii) November 12, 2005. The due date was subsequently extended to
December 31, 2006.

During 2006, the note was acquired by The Regency Group,  LLC ("Regency  Group")
and additional  funds totaling  $8,000 were advanced under the terms of a bridge
loan  payable on October 9, 2007 or an earlier date if financing of $500,000 was
obtained. Certain owners of Regency Group are also stockholders of the Company.

In October 2007,  additional  funds totaling $5,600 were advanced to the Company
by Regency  Group under the terms of a  convertible  bridge loan.  As additional
consideration, the terms of the two earlier borrowings were modified to coincide
with the terms and  conditions  of the new  borrowing.  The loan was  originally
payable on December 1, 2007 or an earlier date if financing  of  $1,000,000  was
obtained.  The  due  dates  of all the  notes  payable  to  Regency  Group  were
subsequently  extended to January 31, 2008 and then again to April 30, 2008.  In
connection with the extension of the due dates, all of the loans were amended to
include  conversion terms that allow the loans to be converted into common stock
of the Company at a rate of $0.0035 per share.

The Company is required to recognize the value of conversion  rights attached to
the notes  payable.  These  rights  give the  holders the ability to convert the
notes payable into shares of common stock at a price less than the quoted market

                                      F-7

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)

value of the common  stock.  For  accounting  purposes,  the  Company  allocated
$113,600  to the  value  of  the  beneficial  conversion  feature  based  on its
intrinsic  value and recorded  that amount as a debt discount and an addition to
paid in capital.  The debt discount must be recorded as interest  expense at the
date the conversion feature became effective.  Accordingly, the Company recorded
$113,600 of interest expense related to the beneficial conversion feature during
the nine months ended February 29, 2008.

Interest on all notes accrues at the rate of 5% per annum and aggregated  $4,157
during the nine months ended February 29, 2008.

NOTE 4.   CONVERTIBLE DEBT

Effective  January 5, 2007,  the Company  issued  convertible  debentures in the
aggregate  principal  amount of $30,000.  The debentures bear interest at 8% per
annum and were  originally  due on January 5, 2008. The due date was extended to
April 30, 2008.  The  debenture  holders may convert the  principal  and accrued
interest  into the  Company's  common  stock at a rate of $0.01 per  share.  The
Regency Group, an entity affiliated  through common ownership  interests,  holds
$15,000 of the convertible debt.

In  accordance  with EITFs No.  98-5 and No.  00-27,  the Company is required to
recognize the value of conversion rights attached to the convertible debentures.
These rights give the holders the ability to convert the convertible  debentures
into shares of common  stock at a price of $0.01 per share,  which was less than
the quoted  market  value of the  common  stock on January 5, 2007 of $0.017 per
share. For accounting  purposes,  the Company  allocated $21,000 to the value of
the beneficial conversion feature based on its intrinsic value and recorded that
amount as a debt discount and an addition to paid in capital.  The debt discount
has been amortized as interest expense over the one year life of the debentures.
During the nine months ended February 29, 2008, the Company  recorded $12,600 of
amortization expense related to the debentures.

At February 29, 2008, the balance of these convertible debentures is as follows:

         Convertible debt, principal amount                $   30,000
         Less debt discount                                   (21,000)
                                                            ----------
         Subtotal                                               9,000
         Accumulated amortization                              21,000
                                                            ---------
         Total                                             $   30,000
                                                           ==========

                                      F-8

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)

NOTE 5.  RELATED PARTY TRANSACTION

During the nine months ended February 29, 2008, the Company received advances of
$15,000 from  related  parties,  consisting  of one  stockholder  and one entity
affiliated through common ownership interests to cover operating  expenses.  The
advances do not bear interest and are due on demand.


























                                      F-9

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described  in the Risk  Factors  section  included in our Annual  Report on Form
10-KSB.

Plan of Operation

The Company, through its wholly-owned subsidiary,  holds the exclusive worldwide
license for  patented  technology  for the  detection of cancer based on a tumor
marker known as "p65" which has been demonstrated to have elevated levels in the
blood of canine and human cancer conditions.  The tumor marker "p65" is believed
to be a protein  required  in the early  development  of  numerous  cancers  and
appears from early  research to provide a strong  indication  of tumor growth in
both canines and humans.  It also appears to have a direct  correlation to tumor
size/mass  making it a promising  marker for both early  detection  of malignant
tumor  formation as well as a useful tool for monitoring  therapy and remission.
Initially,  the  Company  plans to  develop an  immunological  test as well as a
molecular  assay for  detection of cancer in canines.  The Company also plans to
develop both immunological and molecular tests for detection of human cancers as
well as therapeutic treatments and vaccines.

The Company  contracts  with third party research  organizations  to conduct its
research  activities.  During  June  2007,  the  Company  entered  into an Assay
Revalidation / Redevelopment  Proposal with Future Focus, an independent testing
organization.  The project  calls for third  party  validation  of the  research
results  presented  in the final  report  from the  University  of Texas  Health
Science Center at San Antonio ("UTHSCSA") and technology transfer of the current
assay plus assay  reformatting  and sample  analysis.  On August 15,  2007,  the
Company  announced that the researchers had been unable to replicate the results
obtained at UTHSCSA, as anticipated.

As a result of the  initial  results,  the  Company  is  reviewing  its  planned
research  activities  for the  development  of an  immunological  canine  cancer
detection  test.  The Company  also  continues to evaluate  various  options for
commercialization  of its products;  however,  it is not anticipated the Company
will generate any revenues from  commercialization  of its technology during the
next twelve months.

Management does not believe that the Company's current capital resources will be
sufficient to fund its operating  activity and other  capital  resource  demands
during fiscal year 2008. The Company's ability to continue as a going concern is
contingent  upon its  ability to obtain  capital  through  the sale of equity or
issuance of debt, joint venture or sale of its assets, and ultimately  attaining
profitable  operations.  There is no assurance  that the Company will be able to
complete any one of these activities.

                                       3
<PAGE>

The Company is presently seeking additional debt and equity financing to provide
sufficient funds for payment of amounts due under research  contracts as well as
accrued but unpaid  professional  fees and  administrative  expenses and to fund
ongoing research and operations.

Liquidity and Capital Resources

We have never received revenue from our operations.  We have historically relied
on equity and debt financings to fund our capital resource requirements. We have
experienced  net  losses  since  inception.  We do  not  believe  that  we are a
candidate for conventional  debt financing and we have not made  arrangements to
borrow  funds under a working  capital  line of credit.  We will be dependent on
additional financing to continue our research and development efforts.

The report of our independent registered public accounting firm on our financial
statements  at May 31,  2007  contains  a  qualification  about our  ability  to
continue  as a  going  concern.  This  qualification  is  based  on our  lack of
operating  revenue and limited working  capital,  among other things.  We remain
dependent on receipt of capital from outside sources, and ultimately, generating
revenue from operations, to continue as a going concern.

All of our investment in research and development  activities has been expensed,
and does not appear as an asset on our balance sheet. From inception to February
29, 2008,  we have spent  $937,601 on our research  and  development  efforts to
commercialize the "p65" technology.

As of February 29, 2008, our working capital deficit of $(630,642) was comprised
of current assets of $4,918 and current liabilities of $635,560. This represents
a decrease in working capital of $159,467  compared to the deficit of $(471,175)
at fiscal year end May 31, 2007.

All of our capital  resources to date have been provided through the sale of our
equity securities,  proceeds from notes payable and convertible debentures,  and
advances  from  stockholders.  From  inception to February 29, 2008, we received
$475,100  in cash  through  issuance  of our  common  stock.  Since  we have not
generated  any cash  from  operations,  we have  relied  on sale of  equity  and
borrowings to fund all of our capital needs.

The Company's ability to pay its accounts payable and accrued expenses and repay
its  borrowings is dependent  upon receipt of new funding from related  parties,
private placements or debt financing.  Certain related parties have periodically
advanced funds to us to meet our working capital needs.  The related parties are
under no obligation  to continue  these  advances.  During the nine months ended
February 29, 2008, the related parties  advanced  $15,000 to us. These funds are
due on demand and do not accrue interest.

Net cash used in operating  activities  was $45,170 during the nine months ended
February 29, 2008,  compared to $61,303 during the  corresponding  period of the
prior fiscal year.  Historically,  we have reported significant  fluctuations in
cash usage, as the timing of our cash payments is typically  dependant upon cash
provided by financing activities.

                                       4
<PAGE>

Net cash provided by financing  activities during the nine months ended February
29, 2008, was $20,600,  compared to $48,000 during the comparable  period of the
prior fiscal year. We received advances of $15,000 from stockholders  during the
nine months  ended  February 29,  2008,  as compared to $10,000  during the nine
months ended February 28, 2007. In addition, we received proceeds of $5,600 from
a convertible  bridge loan from The Regency Group LLC, a related  party,  during
the nine months ended  February 29, 2008. In the  comparable  period in 2007, we
received  proceeds of $8,000 from The Regency Group, LLC. During the nine months
ended February 28, 2007, we received  proceeds of $30,000 from convertible debt.
There was no corresponding transaction during the nine months ended February 29,
2008.

During the nine months  ended  February  29,  2008,  we  modified  the terms and
conditions of previous  borrowings from The Regency Group LLC. All of the bridge
loans from The Regency Group LLC were payable on December 1, 2007, or an earlier
date if financing of $1,000,000 is obtained. The borrowings are convertible into
common stock of the Company at a rate of $0.0035 per share. The due dates of the
borrowings  were extended to the earlier of April 30, 2008, or the date on which
financing of at least $1,000,000 is obtained.

Results of  Operations - Three Months  Ended  February 29, 2008  Compared to the
Three Months Ended February 28, 2007

We are considered a development stage company for accounting purposes,  since we
have not received any revenues  from  operations.  We are unable to predict with
any degree of  accuracy  when that  situation  will  change.  We expect to incur
losses until such time, if ever, as we begin generating revenue from operations.

For the three months ended  February 29, 2008, we recorded a net loss of $37,709
compared to a loss for the corresponding  period of 2007 of $34,777, an increase
of $2,932. During both periods, the loss per share was less than $0.01.

General and  administrative  expenses  increased to $33,610 for the three months
ended  February 29, 2008 compared to $27,165 during the same period of 2007. The
increase  of  $6,445  was  primarily  caused  by  a  timing  difference  in  the
recognition of expense for directors and officers insurance  premiums.  While we
do not  expect  a  significant  change  in  insurance  premiums  for  the  year,
additional  expenses  of $4,781  were  allocated  to the 2008  quarterly  period
compared to the 2007  quarterly  period.  There were no material  changes in any
other general or administrative expenses, which continue to consist primarily of
the accrual for compensation costs, professional fees associated with our status
as a public company, and the premium costs of D&O insurance.

Results of Operations - Nine Months Ended February 29, 2008 Compared to the Nine
Months Ended February 28, 2007

We are considered a development stage company for accounting purposes,  since we
have not received any revenues  from  operations.  We are unable to predict with
any degree of  accuracy  when that  situation  will  change.  We expect to incur
losses until such time, if ever, as we begin generating revenue from operations.

                                       5
<PAGE>

For the nine months ended  February 29, 2008, we recorded a net loss of $273,067
compared  to a loss  for  the  corresponding  period  of  2007  of  $136,086,  a
difference of $136,981.  During both  periods,  the loss per share was less than
$0.01.  During the nine months ended February 29, 2008, we restructured our debt
such that we recognized additional interest expense, as discussed above.

Research and development costs increased to $28,065 during the nine months ended
February  29,  2008,  compared to $3,285  incurred  during the nine months ended
February 28, 2007. The increase of $24,780  represents third party testing costs
incurred to validate the results of the research report from UTHSCSA. Our use of
third party research and testing  partners can result in significant  variations
in the expenses reported in each quarterly period.

General and  administrative  expenses  decreased to $112,845 for the nine months
ended February 29, 2008, compared to $125,440 during the corresponding period of
2007.  The overall  decrease of $12,595  includes  small  decreases  in multiple
expenses,  none of which are expected to represent a material change in expenses
for the year.  The largest  decrease  was caused by a timing  difference  in the
recognition of expense for directors and officers insurance premiums.  We expect
that  timing  difference  to  reverse  during the fourth  quarter.  The  primary
components  of  general  and  administrative   expense  are  costs  accrued  for
compensation,  professional fees associated with our status as a public company,
and the premium costs of D&O insurance.

Interest  expense,  including the  amortization  of debt discount,  increased to
$132,157 for the nine months ended  February 29, 2008 compared to $7,361 for the
comparable  period in the prior year.  The  increase of  $124,796  includes  the
amortization of debt discount of $126,200  related to the beneficial  conversion
feature  included  in  the  restructuring  of  the  convertible  debentures  and
convertible  notes payable.  In the debt  restructuring,  we granted  conversion
rights at $0.0035 per share. For accounting purposes,  the rights are assigned a
cost and  additional  interest  expense is recorded to recognize  that cost. The
calculation  assumes that the debt will be  converted  into common stock and the
cost is our estimate of the value of the  additional  common stock to be issued.
As the additional costs are a non-cash item, they do not impact our liquidity.

Item 3.  Controls and Procedures

a.       Evaluation of Disclosure Controls and Procedures:

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
February 29, 2008 and have  concluded  that the  disclosure  controls,  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There  were no changes  in the  Registrant's  internal  control  over  financial
reporting  identified  in  connection  with the Company  evaluation  required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act that occurred
during the Registrant's  last fiscal quarter that has materially  affected or is
reasonable likely to materially affect,  the Registrant's  internal control over
financial reporting.

                                       6
<PAGE>

ITEM 3(A)T. CONTROLS AND PROCEDURES

There have been no changes in the  Registrant's  internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule  240.15d-15 that occurred  during the  Registrant's  last fiscal quarter
that has materially affected,  or is reasonable likely to materially affect, the
small business issuer's internal control over financial reporting.


                           PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any pending legal proceeding.  Current  management
is not aware of any threatened litigation, claims or assessments.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not issue any  securities  during the quarter ended February 29,
2008.

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to a Vote of Security Holders

         None.

Item 5. Other Information

         None.

Item 6. Exhibits

        Exhibits

            31 Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

            32 Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





                                       7
<PAGE>

                                   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.

Dated:  April 10, 2008

                                        XPENTION GENETICS, INC.


                                        /s/ David Kittrell
                                        ------------------------------
                                        David Kittrell, President














                                       8