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 28, 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 [_] No [X]

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  57,725,833 shares of $0.001 par value
common stock outstanding as of April 11, 2007.

Transitional Small Business Disclosure Format        Yes [_]   No [X]


<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements



<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                                          BALANCE SHEET
                                        FEBRUARY 28, 2007
                                           (Unaudited)

ASSETS
<S>                                                                            <C>
Current assets
   Cash and cash equivalents                                                               $ 5,926
                                                                               --------------------
         Total assets                                                                      $ 5,926
                                                                               ====================



LIABILITIES

Current liabilities
   Accounts payable and accrued expenses                                                 $ 352,359
   Advance from shareholder                                                                 10,000
   Note payable, related party                                                             108,000
   Convertible debt, net of discount                                                        12,107
                                                                               --------------------
          Total current liabilities                                                        482,466
                                                                               --------------------

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,
 57,725,833 shares issued and outstanding                                                   57,726
Additional paid-in capital                                                                 734,774
(Deficit) accumulated during the development stage                                      (1,269,040)
                                                                               --------------------
   Total stockholders' (deficit)                                                        (  476,540)
                                                                               --------------------
   Total liabilities and stockholders' (deficit)                                           $ 5,926
                                                                               ====================
</TABLE>



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

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                                         XPENTION GENETICS, INC
                                      (A Development Stage Company)
                                        STATEMENTS OF OPERATIONS
             THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28, 2007 AND 2006 (RESTATED), AND
                  FOR THE PERIOD FROM (INCEPTION) OCTOBER 13, 2004 TO FEBRUARY 28, 2007
                                               (Unaudited)



                                                                                                                    (Inception)
                                         Three Months Ended February 28,      Nine Months Ended February 28,     October 13, 2004 to
                                             2007             2006                2007              2006          February 28, 2007
                                                           (Restated)                            (Restated)
                                       --------------    --------------     --------------     --------------    ------------------
<S>                                    <C>               <C>                <C>                <C>               <C>
Revenues                                  $        -       $         -        $         -       $         -        $             -
                                       --------------    --------------     --------------     --------------    ------------------

Expenses
   Research and development                    3,285           149,306              3,285            330,731               470,296
   General and administrative
      non cash stock compensation                               92,250              2,400            276,750               371,400
   General and administrative                 27,165            30,611            123,040            116,038               411,832
                                       --------------    --------------     --------------     --------------    ------------------
                                              30,450           272,167            128,725            723,519             1,253,528
                                       --------------    --------------     --------------     --------------    ------------------

Operating (loss)                             (30,450)         (272,167)          (128,725)          (723,519)           (1,253,528)
                                       --------------    --------------     --------------     --------------    ------------------

Other income (expense)
   Interest expense                           (4,327)           (1,250)            (7,361)            (3,750)              (15,512)
                                       --------------    --------------     --------------     --------------    ------------------

Net (loss)                                 $ (34,777)       $ (273,417)        $ (136,086)        $ (727,269)         $ (1,269,040)
                                       ==============    ==============     ==============     ==============    ==================


Net (loss) per common share:
   Basic and diluted                         $ (0.00)          $ (0.00)           $ (0.00)           $ (0.01)              $ (0.02)
                                       ==============    ==============     ==============     ==============    ==================

Weighted average shares outstanding:
   Basic and diluted                      57,725,833        57,625,833         57,664,295         57,561,364            57,410,088
                                       ==============    ==============     ==============     ==============    ==================

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

                                                  F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
          NINE MONTHS ENDED FEBRUARY 28, 2007 AND 2006 (RESTATED), AND
      FOR THE PERIOD FROM (INCEPTION) OCTOBER 13, 2004 TO FEBRUARY 28, 2007
                                   (Unaudited)

                                                                                      (Inception)
                                                Nine Months Ended February 28,     October 13, 2004
                                                    2007           2006          to February 28, 2007
                                                                 (Restated)
                                                -------------  --------------   ------------------------
<S>                                             <C>            <C>              <C>

Cash Flows From Operating Activities
   Net (loss)                                     $ (136,086)     $ (727,269)              $ (1,269,040)
Adjustments to reconcile net (loss) to
      to net cash (used in) operating activities:
      Stock compensation expense                       2,400         276,750                    371,400
      Amortization of debt discount                    3,107               -                      3,107
      Accounts payable and accrued liabilities        69,276          62,840                    352,359
                                                -------------  --------------   ------------------------
Net cash (used in) operating activities              (61,303)       (387,679)                  (542,174)
                                                -------------  --------------   ------------------------


Cash Flows From Investing Activities                       -               -                          -
                                                -------------  --------------   ------------------------
Net cash provided by (used in) investing activities        -               -                          -
                                                -------------  --------------   ------------------------


Cash Flows From Financing Activities
   Proceeds from note payable                          8,000               -                    108,000
   Proceeds from convertible debt                     30,000               -                     30,000
   Advances from shareholder                          10,000               -                     10,000
   Proceeds from issuance of common stock                  -         400,000                    400,100
                                                -------------  --------------   ------------------------
Net cash provided by financing activities             48,000         400,000                    548,100
                                                -------------  --------------   ------------------------

Net increase (decrease) in cash                      (13,303)         12,321                      5,926

Cash, beginning of period                             19,229          15,422                          -
                                                -------------  --------------   ------------------------

Cash, end of period                                  $ 5,926        $ 27,743                    $ 5,926
                                                =============  ==============   ========================

Supplemental cash flow information
  Income taxes paid                                      $ -             $ -                        $ -
                                                =============  ==============   ========================
  Interest expense paid                                  $ -             $ -                    $ 5,000
                                                =============  ==============   ========================


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

                                              F-3

</TABLE>



<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                February 28, 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 Rule
10-01 of  Regulation  S-X.  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.
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, 2006,  for Xpention  Genetics,  Inc. on Form 10KSB/A,  as filed with the
Securities and Exchange Commission.

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")  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.

                                      F-4

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                February 28, 2007
                                   (Unaudited)

The Company has been in the development  stage since its formation  (October 13,
2004) and has not yet  realized any revenues  from its planned  operations.  The
Company has chosen May 31 as its fiscal year-end.

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.

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.

Beneficial Conversion Feature of Debt

In accordance with Emerging Issues Task Force ("EITF") No. 98-5  "Accounting for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion Ratios" ("EITF 98-5"), and EITF No. 00-27 "Application of
Issue No. 98-5 to Certain Convertible  Instruments" ("EITF 00-27"),  the Company
recognizes  the  value  of  conversion   rights  attached  to  convertible  debt
instruments.  These  rights  give the  holders  the  ability to convert the debt
instruments  into shares of common stock at a price per share that was less than
the trading price to the public on the day the loan was made to the Company. The
beneficial  value is  calculated  based on the market  price of the stock at the
commitment  date in excess of the conversion rate of the debt and is recorded as
a discount to the related  debt and an addition to  additional  paid in capital.
The discount is amortized  and recorded as interest  expense over the  remaining
outstanding period of the related debt.

NOTE 2.   NOTE 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 is due on the earlier of (i)
the Company  successfully  receiving financing in excess of $1,000,000;  or (ii)
December  31,  2006.  The due date was  subsequently  extended  to June 1, 2007.
During 2006,  the note was  acquired by The Regency  Group,  LLC and  additional
funds  totaling  $8,000 were advanced  under the terms of a bridge loan which is
payable on October 9, 2007 or earlier date if financing of $500,000 is obtained.
Interest on both notes accrues at the rate of 5% per annum and aggregated $7,405
at  February  28,  2007.  Certain  owners  of The  Regency  Group  LLC are  also
stockholders of our Company.

                                      F-5

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                February 28, 2007
                                   (Unaudited)

NOTE 3.   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.

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 $0.010 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,  we  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 quarter  ended  February 28, 2007,  we recorded  $3,107 of  amortization
expense related to the debentures.

A  convertible  debenture in the amount of $15,000 is held by The Regency  Group
LLC, an entity affiliated through common ownership interests.

At February 28, 2007, the balance of the convertible debt is as follows:

        Convertible debt                                $30,000
        Less debt discount                              (21,000)
                                                        --------
        Subtotal                                          9,000
                                                        --------
        Amortization                                      3,107
                                                        --------
        Total                                           $12,107
                                                        --------

NOTE 4.   COMMITMENTS

On February 17, 2005,  the  Company's  wholly-owned  subsidiary  Xpention,  Inc.
entered into a License and Technology Licensing Agreement with the University of
Texas M.D.  Anderson  Cancer  Center  ("UTMDACC")  to  commercialize  technology
developed for cancer  detection in animals and humans.  The Company paid $50,000
for the  license  which was  expensed  during the year ended May 31,  2005.  The
Agreement calls for a 5.5% royalty to be paid to UTMDACC on the sale of products
utilizing the licensed technology. In addition, payments of $50,000 each are due
upon the  first  sales to both the  veterinary  market  and  human  market.  The
Agreement expires in February 2020.

On December 1, 2005,  the Company  entered  into a Research  Agreement  with The
University of Texas Health  Science  Center at San Antonio  ("UTHSCSA")  whereby
UTHSCSA  agreed  to  perform   research   activities   for   development  of  an
immunological  test for canines.  This agreement replaces the Research Agreement
the Company  entered into with AMC Cancer  Research Center in May 2005 which has
been  relinquished  by AMC.  The  Company  will pay  $30,000 to UTHSCSA for work
performed pursuant to the Agreement.

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                February 28, 2007
                                   (Unaudited)

On October 11, 2006, the Company entered into a Corporate Development Consulting
Services  Agreement with  Innovision  Ltd.  Innovision  shall assist the company
primarily  in raising  capital  as well as other  corporate  services  including
targeting possible  acquisitions,  identifying potential marketing alliances and
strategic  planning  and  operational  support  as  requested  by  the  Company.
Compensation to Innovision is performance based and consists of commissions paid
on capital  funding either in cash or in the form of the Company's  stock. As of
April 7, 2007,  the  Company  has not entered  into any  agreements  for debt or
equity  financing with sources  introduced by Innovision and is not obligated to
make any payments under the Agreement.

Effective  November 1, 2004,  the Company  entered  into a five year  employment
agreement with its President that provides for  compensation of $8,000 per month
plus a bonus of $96,000 if and when the  Company  earns  $1,000,000  net profit.
During the nine months ended February 28, 2007, the Company accrued compensation
cost of $72,000,  but no cash payments have been made.  The total amount accrued
and unpaid at of February 28, 2007 was $224,000.

NOTE 5.   STOCKHOLDERS' (DEFICIT)

On November  15,  2006,  the Company  authorized  and issued an award of 100,000
shares of common stock to its chief scientific officer as stock compensation for
his service as an officer and director.  The services were valued at $2,400, the
fair market value of the stock issued.










                                      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.

During the interim  period ended  February 28, 2007,  the Company  continued its
research  activities  for the  development  of an  immunological  canine  cancer
detection  test  which is being  conducted  by a third  party on  behalf  of the
Company.   The  Company  also   continues  to  evaluate   various   options  for
commercialization  of its  products;  however,  it is not  anticipated  that the
Company will  generate any revenues  from  commercialization  of its  technology
during FY 2007.

Liquidity and Capital Resources

As of  February  28,  2007,  we had a  working  capital  deficit  of  $(476,540)
comprised of current assets of $5,926 and current liabilities of $482,466.  This
represents  an  increase  in the  deficit of $112,686 from the  working  capital
deficit of $(363,854) at fiscal year end May 31, 2006.

The report of our independent accountants on our financial statements at May 31,
2006 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.

<PAGE>

All of our investment in research and development  activities has been expensed,
and does not  appear as an asset on our  balance  sheet.  During  the first nine
months of 2007,  we spent  $5,685 on research  and  development  expenses.  This
compares  to $607,481  for the  comparable  period in 2006.  From  inception  to
February  28,  2007,  we have spent  $826,156 on our  research  and  development
efforts to commercialize the p65 technology.

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 shareholder. From inception through February 28, 2007, we received
$792,500  in cash,  services  and other  consideration  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  shareholder
advances,  private  placements or debt financing.  One of our  shareholders  has
periodically  advanced funds to us to meet our working  capital needs.  Advances
during 2007 total $10,000.  The  shareholder is under no obligations to continue
these advances.

Net cash used in operating  activities  was $61,303 during the first nine months
of 2007,  compared to $387,679 during the first nine months of 2006. Our lack of
working  capital has required us to reduce  spending on research and development
activities.

Net cash  provided by  financing  activities  was $48,000  during the first nine
months of 2007,  compared to $400,000  during the first nine months of 2006.  In
addition  to $10,000 in advances  received  from  shareholder  during  2007,  we
received  proceeds  of  $30,000  from the sale of  convertible  debentures.  The
debentures bear interest at 8% and are  convertible  into shares of common stock
at a rate of $0.01 per share.  We also  received  proceeds from a bridge loan of
$8,000 from the same lender that holds the $100,000 note  payable.  During 2006,
we received net cash  proceeds of $400,000  from the sale of 333,333  restricted
common shares to a private investor.

Results of  Operations - Three Months  Ended  February 28, 2007  Compared to the
Three Months Ended February 28, 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  February  28,  2007,  we  recorded  a net loss of
$(34,777), or $(0.00) per share, compared to a loss for the corresponding period
of 2006 of $(273,417) or $(0.00) per share.

Research and  development  costs  decreased  $235,871  from  $241,556 in 2006 to
$5,685 in 2007. We delayed some spending on research and development  activities
as we seek additional funding.

General and  administrative  expense  decreased  to $27,165 for the three months
ended  February  28, 2007  compared  to $30,611  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 and
professional fees associated with our status as a public company.

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

<PAGE>

For the  nine  months  ended  February  28,  2007,  we  recorded  a net  loss of
$(136,086),  or $(0.00)  per  share,  compared  to a loss for the  corresponding
period of 2006 of $(727,269) or $(0.01) per share.

Research and  development  costs  decreased  $601,796  from  $607,481 in 2006 to
$5,685 in 2007. We delayed some spending on research and development  activities
as we seek additional funding.

General and  administrative  expense  increased  to $125,441 for the nine months
ended February 28, 2007 compared to $116,038 during the same period of 2006. The
increase  of $9,403  primarily  reflects  increased  legal and  accounting  fees
associated with the amendment of our previously  filed  financial  statements to
correct the method of  accounting  for the merger  between  Xpention and Bayview
Corporation.  The primary components of general and  administrative  expense are
costs accrued for compensation and professional  fees associated with our status
as a public company.

We also  incurred  some  stock  compensation  costs in 2007.  We issued  100,000
restricted  shares  of  common  stock to an  officer  and  director  as  partial
compensation  for his service to the  Company.  We valued these shares at $0.024
per share and  recorded  an  expense  of $2,400  during  the nine  months  ended
February 28, 2007. These costs are included in general and administrative costs.


Item 3.  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
(evaluation  date) and have  concluded  that the  disclosure  controls  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

There were no changes in the small  business  issuer's  internal  controls  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act
that occurred during the small business  issuer's fourth fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect the small
business issuer's internal control over financial reporting.


<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 unregistered  securities  during the quarter ended
February 28, 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 and Reports on Form 8-K

        A.  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

        B.  Reports on Form 8-K

            8-K filed on February 16, 2007


<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 18, 2007

                                        XPENTION GENETICS, INC.


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