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, 2006
                                      -----------------

[ ]   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
                                                ------------------------------


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

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 January 16, 2007.

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

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

<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>

                             XPENTION GENETICS, INC
                          (A Development Stage Company)
                                  Balance Sheet
                                November 30, 2006
                                   (Unaudited)

ASSETS
<S>                                                                           <C>
Current assets
Cash and cash equivalents                                                     $                 37
                                                                                   ================


LIABILITIES

Current liabilities
Accounts payable and accrued expenses                                         $            344,201
Adv ance from shareholder                                                                    8,200
   Note payable                                                                            108,000
                                                                              ---------------------
    Total current liabilities                                                              460,401
                                                                              ---------------------


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                                                                 713,774
   (Deficit) accumulated during the development stage                                   (1,231,864)
Other comprehensive income:
  Currency translation gain                                                                      -
                                                                              ---------------------
                                                                                          (460,364)
                                                                              ---------------------

                                                                              $                 37
                                                                              =====================
</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
                   SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005 (RESTATED), AND
                        (INCEPTION) OCTOBER 13, 2004 TO NOVEMBER 30, 2006
                                           (UNAUDITED)




                                                                                                       (INCEPTION)
                             Three Months Ended November 30,       Six Months Ended November 30,     OCTOBER 13, 2004
                                  2006             2005               2006              2005       TO NOVEMBER 30, 2006
                             --------------   ----------------   ---------------   ----------------  -----------------
<S>                          <C>              <C>                <C>               <C>               <C>

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

Expenses
   Research and development              -            102,665                 0            181,425            467,011
   Stock compensation                2,400             92,250             2,400            184,500            371,400
General and administrative          40,188             30,828            93,475             85,427            382,268
                               ------------     --------------      ------------   ----------------     --------------
                                    42,588            225,743            95,875            451,352          1,220,679
                               ------------     --------------      ------------   ----------------     --------------

Operating (loss)                   (42,588)          (225,743)          (95,875)          (451,352)        (1,220,679)
                               ------------     --------------      ------------   ----------------     --------------

Other income (expense)
Interest expense                    (1,634)            (1,250)           (3,034)            (2,500)           (11,185)
                               ------------     --------------      ------------   ----------------     --------------

Net (loss)                     $   (44,222)     $    (226,993)   $      (98,909)   $      (453,852)    $   (1,231,864)
                               ------------     --------------      ------------   ----------------     --------------

Basic and diluted:
  (Loss) per share            $      (0.00)   $         (0.00)   $        (0.00)   $         (0.01)  $          (0.02)
                               ============     ==============      ============   ================     ==============
  Weighted average shares
    outstanding                 57,642,317         57,725,833        57,634,030         57,529,658         57,371,827
                               ============     ==============      ============   ================     ==============

         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
           SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005 (RESTATED), AND
                (INCEPTION) OCTOBER 13, 2004 TO NOVEMBER 30, 2006
                                  (UNAUDITED)


                                                                               (INCEPTION)
                                             Six Months Ended November 30,  OCTOBER 13, 2004
                                                 2006     2005            TO NOVEMBER 30, 2006
                                             -------------------------   ------------------------
<S>                                          <C>          <C>            <C>

Cash Flows From Operating Activities
Net (loss)                                   $  (98,909)  $  (453,852)   $            (1,231,864)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities
    Stock compensation expense                    2,400       184,500                    371,400
Accounts payable and accrued liabilities         61,117        32,639                    344,201
                                           ------------------------------------------------------
Cash flows (used in) operating activities       (35,392)     (236,713)                  (516,263)
                                           ------------------------------------------------------


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


Cash Flows From Financing Activities
   Proceeds from note payable                     8,000                                  108,000
   Advances from shareholder                      8,200                                    8,200
Proceeds from issuance of common stock                -       400,000                    400,100
                                           ---------------------------------
Cash flows provided by financing activities      16,200       400,000                    516,300
                                           ------------------------------------------------------

Increase (decrease) in cash                     (19,192)      163,287                         37

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

Cash, end of period                          $       37   $   178,709    $                    37
                                           ======================================================


Supplemental cash flow information
  Income taxes paid                          $        -   $         -    $                     -
                                           ======================================================
  Interest expense paid                      $        -                  $                 6,493
                                           ======================================================

 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
                                November 30, 2006

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,  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) was incorporated in the State of Colorado
on October 13, 2004, and has been in the development  stage since its inception.
In March 2005, the Company  entered 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. In March 2005, the Company changed its name to Xpention Genetics,
Inc. The Company has been in the  development  stage since its formation and has
not yet  realized  any  revenues  from its planned  operations.  The Company has
chosen May 31 as its fiscal year-end.

Bayview  Corporation was  incorporated  in the State of Nevada,  on September 5,
2002. From inception until February 28, 2005, the Company was primarily  engaged
in the acquisition and exploration of mining properties.  Subsequent to February
28,  2005,  the Company  entered  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.

During March 2005,  Bayview issued  14,300,000 shares of its common stock to the
shareholders  of the  Xpention,  Inc.  in  exchange  for all of the  issued  and
outstanding  common  shares of  Xpention  pursuant to an  Agreement  and Plan of

                                      F-4

<PAGE>

Reorganization.  In addition,  concurrent  with the exchange of shares,  Bayview
changed its name to Xpention Genetics, Inc.

This   acquisition  of  Xpention,   the  accounting   acquirer,   by  Bayview  a
non-operating  entity,  is considered in substance a capital  transaction by the
issuance of  14,300,000  shares of common stock by Bayview for all of the issued
and  outstanding  common shares of Xpention,  and was accounted for as a reverse
acquisition,  and no goodwill or other intangible assets were recorded.  On this
basis,  the historical  financial  statements as of and prior to the acquisition
date represent the operations of Xpention.

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.

NOTE 2. NOTE PAYABLE

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.  Interest  accrues at a rate of 5.0% per annum.  During the
quarter ended November 30, 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 with  interest  at 5% and  payable on  October  9, 2007 or earlier  date if
financing of $500,000 is obtained.  Interest accrues at the rate of 5% per annum
and aggregated $5,651 at November 30, 2006.


NOTE 3. 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

                                      F-5

<PAGE>

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.

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
January 16, 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.


NOTE 4. STOCKHOLDERS' (DEFICIT)

On November 15,  2006,  the Company  authorized  and issued the award of 100,000
shares to its chief  scientific  officer as stock  compensation.  The restricted
shares so transferred at as stock for compensation totaling $2,400.

During the period ended November 30, 2007,  advances from a shareholder  totaled
$8,200.






















                                      F-6


<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 this Risk Factors section and elsewhere in this annual report.

Management's Discussion and Analysis or Plan of Operation

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  November 30, 2006,  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 products during
FY 2006.

Results of Operations for the Period Ending November 30, 2006

The Company  did not earn any  revenues  during the  three-month  period  ending
November 30, 2006.  For the  three-month  period ending  November 30, 2006,  the
Company incurred expenses totaling $42,588  consisting  primarily of general and
administrative  expenses of $40,188 plus interest  expense of $1,634 for a total
loss during the period of $42,588.  The Company used its cash  reserves plus the
proceeds of  shareholder  advances  and an increase in its note payable to cover
the  administrative   expenses  of  the  Company  during  the  period.  For  the
three-month  period ended  November 30, 2005  (Restated),  the Company  incurred
expenses of $225,743  including  research and development  expenses of $102,665,
general and administrative  expenses of $30,828 and stock  compensation  expense
(non-cash)  of $92,250 plus  interest  expense of $1,250 for a total loss during
the period of $226,993.  The decrease in expenses during the three-month  period
ending  November  30, 2006  compared to the same period in the prior year is due
primarily to a decrease in the level of research and development expenses in the
period combined with a decrease in stock  compensation  expense arising from the
completion  of a  consulting  agreement  offset by an  increase  in general  and
administrative expenses.

<PAGE>

For the six-month  period ending November 30, 2006,  expenses  totalled  $98,909
consisting primarily of general and administrative expenses as compared to total
expenses  of  $453,852  for  the  six-month  period  ending  November  30,  2005
(Restated). The decrease in expenses during the six-month period ending November
30, 2006 is a result of a decrease  in research  and  development  expenses  and
stock  compensation   expense  offset  by  a  slight  increase  in  general  and
administrative  expenses.  Since  inception,  the Company has not  generated any
revenues and has incurred expenses totaling  $1,220,679 plus interest expense of
$11,185 for a total loss since inception of $1,231,864.

The Company had $37 cash on hand at November 30, 2006 and  accounts  payable and
accrued liabilities totaling $344,201,  note payable of $108,000 and shareholder
advances  of $8,200 at  November  30,  2006.  The  Company's  ability to pay its
accounts  payable and accrued  expenses  and repay the note payable is dependent
upon receipt of new funding from  shareholder  advances,  private  placements or
bridge financing.


Item 3.  Controls and Procedures

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation  of the Company's  President and Chief Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures (as such term is defined in Rules  13a-14(c) and 15d-14(c)  under
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") as of the
quarter end of this  report.  Based upon such  evaluation,  such  officers  have
concluded that the Company's disclosure controls and procedures are effective in
alerting them, on a timely basis, to material  information  relating the Company
required to be included in this Form 10-QSB.

There have been no significant  changes to the Company's  internal controls over
financial reporting that have materially  affected,  or are reasonably likely to
materially effect, the Company's internal controls 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

On November 15,  2006,  the Company  authorized  and issued the award of 100,000
shares to its chief  scientific  officer as stock  compensation.  The restricted
shares so transferred at as stock for compensation totaling $2,400.


Item 3. Defaults Upon Senior Securities

         None.


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

         None.


Item 5. Other Information

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
January 16, 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.


Item 6. 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

<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 19, 2007

                                        Xpention Genetics, Inc.

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