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  November 30, 2007
                                      -----------------

[ ]   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 January 17, 2008.

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


<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements



<TABLE>
<CAPTION>

                                    XPENTION GENETICS, INC.
                                 (A Development Stage Company)
                                  CONSOLIDATED BALANCE SHEET
                                    as of November 30, 2007
                                          (Unaudited)


                                            ASSETS
<S>                                                                                    <C>
Current assets
Cash and cash equivalents                                                                           $   184
Prepaid expenses                                                                                      9,562
                                                                                       ---------------------
         Total assets                                                                               $ 9,746
                                                                                       =====================


                                          LIABILITIES

Current liabilities
Accounts payable and accrued expenses, trade                                                      $ 146,854
Accrued compensation                                                                                296,000
Accrued interest                                                                                     13,296
Advance from stockholder                                                                              5,000
Notes payable, related party                                                                        113,600
Convertible debt, net of discount                                                                    27,929
                                                                                       ---------------------
          Total current liabilities                                                                 602,679
                                                                                       ---------------------

                                    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
Additional paid-in capital                                                                          921,124
(Deficit) accumulated during the development stage                                               (1,574,033)
                                                                                       ---------------------
          Total stockholders' (deficit)                                                            (592,933)

                                                                                       ---------------------
          Total liabilities and stockholders' (deficit)                                             $ 9,746
                                                                                       =====================


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

                                      F-1
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF OPERATIONS
              for the three months and six months ended November 30, 2007 and 2006,
           and for the period from Inception (October 13, 2004) to November 30, 2007
                                           (Unaudited)



                                                                                                                  October 13, 2004
                                        Three Months Ended November 30,     Six Months Ended November 30,         (Inception) to
                                          2007                 2006              2007                 2006         November 30, 2007
                                      --------------      ---------------   ---------------      ---------------  ------------------
<S>                                   <C>                 <C>               <C>                  <C>              <C>
Revenues                                   $ -                  $ -     -         $ -   -              $ -     -        $ --
                                      --------------      ---------------   ---------------      ---------------  ------------------

Expenses
   Research and development                       -                    -            28,065                    -             937,601
   General and administrative                40,361               42,588            79,235               95,875             485,607
                                      --------------      ---------------   ---------------      ---------------  ------------------
        Total expenses                       40,361               42,588           107,300               95,875           1,423,208
                                      --------------      ---------------   ---------------      ---------------  ------------------

Operating (loss)                            (40,361)             (42,588)         (107,300)             (95,875)         (1,423,208)
                                      --------------      ---------------   ---------------      ---------------  ------------------

Other (expense)
Interest expense                             (1,979)              (1,634)           (3,929)              (3,034)            (18,296)
Amortization of debt discount              (118,836)                   -          (124,129)                   -            (132,529)
                                      --------------      ---------------   ---------------      ---------------  ------------------
        Total other (expense)              (120,815)              (1,634)         (128,058)              (3,034)           (150,825)
                                      --------------      ---------------   ---------------      ---------------  ------------------

Net (loss)                               $ (161,176)           $ (44,222)       $ (235,358)           $ (98,909)       $ (1,574,033)
                                      ==============      ===============   ===============      ===============  ==================


Net (loss) per common share:
   Basic and diluted                        $ (0.00)             $ (0.00)          $ (0.00)             $ (0.00)            $ (0.03)
                                      ==============      ===============   ===============      ===============  ==================

Weighted average shares outstanding:
   Basic and diluted                     59,975,833           57,642,317        59,975,833           57,634,030          56,601,407
                                      ==============      ===============   ===============      ===============  ==================


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

                                      F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      for the six months ended November 30, 2007 and 2006,
            and for the period from Inception (October 13, 2004) to November 30, 2007
                                           (Unaudited)

                                                                                                         October 13, 2004
                                                                                                          (Inception) to
                                                                   2007                 2006            November 30, 2007
                                                             -----------------    -----------------    ---------------------
<S>                                                          <C>                  <C>                  <C>
Cash flows from operating activities:
            Cash flows (used in) operating activities               $ (35,123)           $ (35,392)              $ (623,516)
                                                             -----------------    -----------------    ---------------------

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

Cash flows from financing activities:
       Advances from stockholder, net                                   5,000                8,200                    5,000
       Proceeds from notes payable, related party                       5,600                8,000                  113,600
       Proceeds from convertible debt                                       -                    -                   30,000
       Proceeds from issuance of common stock                               -                    -                  475,100
                                                             -----------------    -----------------    ---------------------
            Cash flows provided by financing activities                10,600               16,200                  623,700
                                                             -----------------    -----------------    ---------------------

Net increase (decrease) in cash and equivalents                       (24,523)             (19,192)                     184

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

Cash and cash equivalents, end of period                                $ 184                 $ 37                    $ 184
                                                             =================    =================    =====================


Supplemental cash flow information:

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

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


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

                                      F-3
</TABLE>

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2007
                                   (Unaudited)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statements

The accompanying unaudited 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
31 as its fiscal year-end.

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.

                                      F-4

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2007
                                   (Unaudited)

NOTE 2.  GOING CONCERN

The  accompanying  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 six months ended November 30, 2007, the Company  incurred a net
loss of  $235,358,  and has incurred a  cumulative  net loss since  inception of
$1,574,033. At November 30, 2007, the Company had a working capital (deficit) of
$(592,933) and  stockholders'  (deficit) of $(592,933).  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.  BASIS OF PRESENTATION AND BUSINESS COMBINATION

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 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.

                                      F-5

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2007
                                   (Unaudited)

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.

NOTE 4.  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 earlier  date if financing  of  $500,000 was
obtained.  The due date of both notes was  subsequently  extended to November 1,
2007. Certain owners of Regency Group are also stockholders of the Company.

During the quarter ended November 30, 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.  All  loans are  payable  on  December  1,  2007 or  earlier  date if
financing of $1,000,000 is obtained.  Furthermore, all the loans are convertible
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
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 period ended November 30. 2007.

Interest on all notes accrues at the rate of 5% per annum and aggregated  $2,729
during the six months ended November 30, 2007.

Subsequent to November 30, 2007, the due dates of the  borrowings  were extended
to the earlier of January 31, 2008,  or the date on which  financing of at least
$1,000,000 is obtained.

NOTE 5.   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 are due on January 5, 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 LLC, an entity  affiliated  through  common
ownership interests, holds $15,000 of the convertible debt.

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2007
                                   (Unaudited)

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
will be amortized as interest  expense over the one year life of the debentures.
For the six months  ended  November 30, 2007,  the Company  recorded  $10,529 of
amortization expense related to the debentures.

At November 30, 2007, 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                               18,929
                                                                ------
         Total                                              $   27,929
                                                             ==========


NOTE 6.  RELATED PARTY TRANSACTION

During the six months ended November 30, 2007,  the Company  received an advance
of $5,000 from its  President.  The advance does not bear interest and is due on
demand.



                                      F-7


<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.  "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 a result of the initial  disappointing  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.


                                       1
<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 accountants 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 November
30,  2007 we have spent  $937,601 on our  research  and  development  efforts to
commercialize the p65 technology.

As of November 30, 2007, our working capital deficit of $(592,933) was comprised
of current assets of $9,746 and current liabilities of $602,679. This represents
a decline in working  capital of $121,758  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
equity securities,  proceeds from notes payable and convertible debentures,  and
advances from stockholder. From inception through November 30, 2007, 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  stockholder
advances,  private  placements or debt financing.  One of our  stockholders  has
periodically  advanced  funds  to us to meet  our  working  capital  needs.  The
stockholder  is  under  no  obligations  to  continue  these  advances.   During
September, 2007, the stockholder advanced an additional $5,000 to us.

Net cash used in operating  activities  was $35,123  during the six months ended
November 30, 2007,  compared to $35,392 during the  corresponding  period of the
prior year. There were no material differences in our operations between the two
periods.

Net cash provided by financing  activities  during the six months ended November
30, 2007 was $10,600,  compared to $16,200 during the  comparable  period of the
prior year. We received an advance of $5,000 from a  stockholder  during the six
months  ended  November 30,  2007,  as compared to $8,200  during the six months
ended  November 30, 2006.  In  addition,  we received  proceeds of $5,600 from a


                                       2
<PAGE>

convertible bridge loan from The Regency Group LLC, a related party,  during the
six months ended November 30, 2007. In the comparable period in 2006 we received
proceeds of $8,000 from The Regency Group, LLC. During the period ended November
30, 2007, we modified the terms and conditions of previous  borrowings  from The
Regency  Group LLC.  All of the  bridge  loans  from The  Regency  Group LLC are
payable on December 1, 2007,  or 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. Subsequent to November 30, 2007, the due dates of the
borrowings  were  extended to the earlier of January  31,  2008,  or the date on
which financing of at least $1,000,000 is obtained.

Results of  Operations - Three Months  Ended  November 30, 2007  Compared to the
Three Months Ended November 30, 2006

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  November  30,  2007,  we  recorded  a net loss of
$(161,176),  or $(0.00)  per  share,  compared  to a loss for the  corresponding
period of 2006 of  $(44,222)  or $(0.00)  per share.  The  primary  cause of the
increased  loss of  $116,954  was an increase  in  interest  expense,  primarily
amortization of debt discount related to the conversion features of our debt.

General and  administrative  expense  decreased  to $40,361 for the three months
ended  November  30, 2007  compared  to $42,588  during the same period of 2006.
There were no material changes in any general or administrative  expense.  These
expenses  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.

Other  expenses  increased to $120,815 for the quarter  ended  November 30, 2007
compared  to $1,634 for the  comparable  period in the prior  year.  Included in
other  expense in 2007 is the  amortization  of debt  discount  in the amount of
$118,836  related  to the  beneficial  conversion  feature  of  the  convertible
debentures and convertible notes payable. We are required to recognize the value
of beneficial conversion features included in our borrowings.

Results of  Operations - Six Months Ended  November 30, 2007 Compared to the Six
Months Ended November 30, 2006

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  six  months  ended  November  30,  2007,  we  recorded  a net  loss of
$(235,358),  or $(0.00)  per  share,  compared  to a loss for the  corresponding
period of 2006 of  $(98,909)  or (0.00)  per  share.  The  primary  cause of the
increased  loss of  $136,449  was an increase  in  interest  expense,  primarily
amortization of debt discount related to the conversion features of our debt.


                                       3
<PAGE>

Research and development  costs increased to $28,065 during the six months ended
November 30, 2007. No similar  costs were  incurred  during the six months ended
November 30, 2006. The increase 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 expense decreased to $79,235 for the six months ended
November 30, 2007, compared to $93,475 during the corresponding  period of 2006.
The decrease of $16,640  primarily  reflects a decrease in insurance  expense of
$9,562 resulting from a timing difference in the recording of insurance premiums
on directors and officers  insurance.  We do not expect any material  changes in
any general or  administrative  expense for the year. 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.

Other  expenses  increased to $128,058 for the quarter  ended  November 30, 2007
compared  to $3,034 for the  comparable  period in the prior  year.  Included in
other expense in 2007 is the  amortization of debt discount of $124,129  related
to  the  beneficial  conversion  feature  of  the  convertible   debentures  and
convertible notes payable.  We are required to recognize the value of beneficial
conversion features included in our borrowings.

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
November 30, 2007 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 small  business  issuer'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 small  business  issuer'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.

ITEM 3(A)T. CONTROLS AND PROCEDURES

There have been no changes in the small business issuer'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  small  business
issuer'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.


                                       4
<PAGE>

                           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 November 30,
2007.


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





                                       5
<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:  January 18, 2008

                                        XPENTION GENETICS, INC.


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




                                       6