FORM 10-KSB/A

                                  AMENDMENT #1



                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                     For the fiscal year ended May 31, 2005

                 Commission file number: 333-107179 & 000-51210


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

       Nevada                                                98-0380519
------------------------                                  --------------------
(State of incorporation)                                (I.R.S. Employer Identi-
                                                        fication No.)

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


                  Registrant's telephone number: (303) 908-4900

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class: None         Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                            Title of each class: None

     Indicate  by check mark  whether the  registrant  (1) has 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
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for at least the past 90 days. Yes [X] No [ ]

     Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $0


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

<PAGE>

     Aggregate   market   value  of  the   30,792,124   voting   stock  held  by
non-affiliates  of the registrant as of May 31, 2005:  $32,947,574  based on the
bid price at year end of $1.07 as reported by OTCBB.

     Number of authorized outstanding shares of the registrant's $.001 par value
common stock, as of May 31, 2005: 56,842,500


                                       2
<PAGE>



                                TABLE OF CONTENTS

PART I                                                                     PAGE

  Item 1.   Description of Business                                          4
  Item 2.   Description of Property                                         10
  Item 3.   Legal Proceedings                                               10
  Item 4.   Submission of Matters to a Vote of Security Holders             10


PART II

  Item 5.   Market for Common Equity and Related Stockholder Matters        10
  Item 6.   Management's Discussion and Analysis or Plan of Operation       11
  Item 7.   Financial Statements                                      F-1 - F-14
  Item 8.   Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure                                        15
  Item 8A.  Controls and Procedures                                         15
  Item 8B.  Subsequent Events                                               16

PART III

  Item 9.   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act               16
  Item 10.  Executive Compensation                                          17
  Item 11.  Security Ownership of Certain Beneficial Owners and Management  20
  Item 12.  Certain Relationships and Related Transactions                  20

PART IV

  Item 13.  Exhibits and Reports on Form 8-K                                21
  Item 14.  Principal Accountant Fees and Services                          21

SIGNATURES                                                                  23

CERTIFICATES


                                       3
<PAGE>



                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS.
------------------------------------------

COMPANY HISTORY

     The Company was incorporated in the State of Nevada,  U.S.A.,  on September
5, 2002.

     The  Company has been in the  exploration  or  development  stage since its
formation and has not yet realized any revenues from its planned operations.  It
is primarily engaged in the development of technology acquired under license for
detection of cancer tumors.  The prior business plan of mineral  exploration has
been abandoned.

     Xpention  Genetics,  Inc.  is a  biotechnology  company  that was formed 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  owns  Xpention,  Inc., a wholly  owned  subsidiary,  which has
entered into the Patent and Technology  License Agreement with The University of
Texas M.D. Anderson Cancer Center which granted Xpention the exclusive rights to
patented technology for the detection of cancer based on a tumor marker known as
p65 which has been  demonstrated  to show elevated levels in the blood of canine
and human cancer patients.

BACKGROUND

Cancers

     Cancer is a group of  diseases  characterized  by  uncontrolled  growth and
spread of  abnormal  cells.  If the spread is not  controlled,  it can result in
death. Cancer is caused by both external factors (tobacco, chemicals, radiation,
and infectious organisms) and internal factors (inherited  mutations,  hormones,
immune conditions, and mutation that occur from metabolism).  Causal factors may
act together or in sequence to initiate or promote cancer development.

     About 1,300,000 new cases of cancer were diagnosed in 2003. This year about
550,000  Americans are expected to die of cancer,  more than 1,500 people a day.
Cancer is now the  number 1 leading  cause of death in the U.S.  exceeding  even
heart disease in 2004. In the U.S., 1 out of every 4 deaths is  attributable  to
cancer.


                                       4
<PAGE>

     The National  Institutes of Health estimate overall costs for cancer in the
year2002 at $171.6 billion. $60.9 billion for direct medical costs (total of all
health  expenditures)  and $15.5 billion for indirect  morbidity  costs (cost of
lost  productivity due to premature  death).  An estimated  250,000 new cases of
breast cancer in women and 220,000 new cases of prostate  cancer in men occurred
in 2003.

Companion Animal Cancers

     There  are 65  million  pet  dogs and  nearly  78  million  pet cats in the
UnitedStates,  most of whom are considered part of the family. U.S.  expenditure
on veterinary  care for pets in 2004 has grown over previous  years and is esti-
mated at $8.3 billion with an  additional  $7.9 billion in supplies and medicine
(APPMA  2003/2004  National Pet Owner's  Survey).  Companion  animals are living
longer and healthier  lives,  but are also  experiencing  a higher  frequency of
disease. Diagnosis of disease occurs more commonly in the late stages of life.

     Cancer is the number one cause of natural death in senior dogs and cats and
accounts  for nearly 50% of deaths each year.  One of the most  common  forms of
canine cancer,  lymphosarcoma,  has an annual incidence of approximately 100,000
new cases.  Dogs, in fact,  experience  approximately the same rate of cancer as
humans do,  although the  prevalence is slightly  lower with cats. It is notable
however, that of the other common geriatric veterinary diseases (e.g. congestive
heart  failure,  renal  failure  and  diabetes  mellitus),  cancer  is the  most
treatable.  Treatments  include surgery,  radiation and chemotherapy.  Treatment
success  is  often  a  function  of how  progressed  the  cancer  is at  time of
diagnosis.

     Given the  frequency of these  diseases and the lengths to which pet owners
will go to keep their  animals  healthy and happy into their senior  years,  the
availability of a simple screening tool and monitoring  method that would detect
cancers would be extremely helpful for the future of veterinary  medicine.  This
test  could  be  used as part of a  senior  wellness  evaluation,  or as part of
routine follow-up after detecting symptoms.

INITIAL STUDY OF P65

     P65 is a  promising  marker  for the early  detection  of  malignant  tumor
formation and a useful tool for monitoring therapy and remission.  Levels of p65
also appear to have a direct correlation to tumor mass.

     In an initial study  performed,  at The  University of Texas,  67 dogs with
lymphosarcoma  and 14  normal  dogs  were  evaluated  for p65  levels  with  the
following findings:

         Sensitivity:                       0.94

         Specificity:                       0.70

         Predictive Value:                  0.83
         (elevated p65 & presence of cancer)

Diagnosis Methods

     Current  methods  for  diagnosis  include  costly  imaging  techniques  and
invasive  procedures.  Evaluation of the success of therapy is  accomplished  by
using  routine  biochemistry  and  hematology  testing,  imaging and analysis of
symptoms. Early detection and treatment would provide the best odds of attaining
remission.


                                       5
<PAGE>

PLAN OF OPERATION

     Through its  subsidiary,  the Company has the rights to a genetic marker in
the blood  called,  P65.  P65 is a promising  marker for the early  detection of
malignant  tumor  formation  and  a  useful  tool  for  monitoring  therapy  and
remission. Levels of p65 also appear to have a direct correlation to tumor mass/
size. Initially,  the Company will utilize its licensed technology to develop an
immunological test for the detection of cancer in canines. The development stage
of the test is anticipated to last approximately six to eight months. If develop
-ment of the immunological test is successful,  the Company hopes to commercial-
ize the test through  licensing  the test to third parties for sale and distrib-
ution.

     Simultaneously, the Company will utilize its licensed technology to attempt
to develop a molecular assay for detection of cancer in both humans and canines.
The molecular test would be designed to be a more sensitive test to be used both
as a  confirmation  test as well as providing an ongoing  measure of therapeutic
success in canines and perhaps  ultimately for cancer  screening in humans.  The
duration of the  development  stage for the molecular assay is anticipated to be
approximately  twelve months.  If successful  development of the molecular assay
occurs, the Company hopes to commercialize the molecular test;  however,  unlike
the  immunological  test that will be licensed,  all  molecular  testing will be
conducted by the Company in a CLIA-certified laboratory.

P65 THERAPEUTIC VACCINE

     Following development of the molecular assay, the company intends to pursue
development  of  therapeutic   vaccines   utilizing  RNAi   (interference   RNA)
technology.  Any  changes in the  genetic  dynamic of P65 appear to steer  cells
toward abnormal growth resulting in tumor development. The hallmark of P65 alter
-ation is a pronounced increase in the level of gene expression. Other oncogenes
such as ERB2 are found to be elevated  primarily in breast  cancer.  It has been
shown that once the level of ERB2 goes back to normal,  cancer growth slows down
or disappears.

     Xpention's  approach to vaccine  development  would rely on the use of RNAi
technology.  RNAi is a novel technique  capable of  manipulating  the level of a
target gene by "interfering"  with its genetic  expression.  This technology has
been  successfully  applied to a variety of genetic targets including cancer and
viral  genes.  Xpention  intends to explore and evaluate  developing  adenoviral
vector  based  delivery  systems  that contain  genetic  elements  unique to P65
sequences.  By interfering with the genetic machine  responsible for the altered
levels of P65 in cancer cells, Xpention would attempt to revert or slow down the
neoplastic  process. An "in vitro" and mouse model for P65 related cancer growth
has already been  developed.  The company also intends to employ the "Integrated
technology  platform  system"  (ITPS) to determine  the  efficacy of  adenovirus
vector RNAi based vaccine  (AVVRNAi).  Levels of p65 are measured  before and at
different  time points after AVVRNAi  injections in mice.  Different  dosages of
vaccine  would be tried to  determine  the  proper  concentrations  based on the
highest levels of P65 gene inhibition.  The company hopes ITPS will expedite the
preclinical  stage of the P65  vaccine  development  allowing  a faster and more
efficient start of human clinical studies.


LICENSE TERMS

     The license of Patent  #5310653,  #5411868,  and 5,773,215  obtained by the
company from The University of Texas contains the following material terms:


                                       6
<PAGE>

     The Board of Regents of The  University of Texas  System,  an agency of the
State of Texas,  through the University of Texas M.D.  Anderson Cancer Center, a
component  institution  of The  University  of Texas  System,  hereby  grants to
Xpention a  royalty-bearing,  exclusive license under inventions and discoveries
by patent rights or technology rights within the licensed field, to manufacture,
have  manufactured,  use,  import,  offer to sell and/or sell licensed  products
within  licensed  territory for use within  licensed field. It is subject to the
payment by Xpention to the  University of Texas M.D.  Anderson  Cancer Center of
$50,000,  the timely  payment of all  amounts  due under any  related  sponsored
research  agreement between  University of Texas M.D. Anderson Cancer Center and
Xpention in effect during the agreement, and is further subject to the following
rights retained by Board of Regents and University of Texas M.D. Anderson Cancer
Center to:

        (a)    Publish the general scientific findings from research related to
               the inventions and discoveries; and

        (b)    Use the inventions and discoveries for research, teaching,
               patient care, and other educationally-related purposes.


EMPLOYEES

     The Company is a  development  stage company and as of May 31, 2005 had one
salaried  employee.  Upon the  completion  of its  reorganization  the Company's
former officers  resigned and President and Chief Executive  Officer of Xpention
Inc.,  David  Kittrell,  became the  President  and CEO of Xpention  Genetics in
February 2005. The Company expects to continue to use  consultants,  subcontract
labor,  attorneys and  accountants  as necessary,  and may find a need to engage
additional full-time employees as necessary.


RISK FACTORS

     Need For Additional Financing. The Company has very limited funds, and such
funds may not be adequate to develop the Company's  current  business  plan. The
ultimate  success of the Company may depend upon its ability to raise additional
capital. If additional capital is needed,  there is no assurance that funds will
be  available  from any source or, if  available,  that they can be  obtained on
terms acceptable to the Company. If not available, the Company's operations will
be limited to those that can be financed with its modest capital.


                                       7
<PAGE>

     Regulation of Penny Stocks.  The Company's  securities will be subject to a
Securities  and Exchange  Commission  rule that imposes  special sales  practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of broker-deal-
ers to sell the  Company's  securities  and  also  may  affect  the  ability  of
purchasers  in this  offering to sell their  securities in any market that might
develop therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to its  securities.  The rules may  further  affect the ability of owners of
Shares to sell the  securities  of the Company in any market that might  develop
for them.

     Shareholders  should be aware that,  according to  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

     Lack of  Operating  History.  The  Company was formed in 2002 and has had a
limited operating history. The acquisition of a subsidiary holding a license has
provided  the Company with a new  opportunity  for  business  development  which
carries  continued  special risks  inherent in a new business  opportunity.  The
Company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.

     No Assurance of Success or  Profitability.  There is no assurance  that the
Company will  successfully  commercialize its proprietary  patented  technology.
Even if the Company should successfully  commercialize its proprietary  patented
technology,  there is no assurance that it will generate revenues or profits, or
that the market price of the Company's common stock will be increased thereby.


                                       8
<PAGE>

     Lack of  Diversification.  Because of the limited financial  resources that
the Company has, it is unlikely  that the Company will be able to diversify  its
operations.  The Company's  probable  inability to diversify its activities into
more than one area will  subject the Company to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

     Dependence  upon  Management.  The Company  currently has only two individ-
uals who are serving as its officers and directors.  The Company will be heavily
dependent  upon their skills,  talents,  and abilities to implement its business
plan.

     Indemnification of Officers and Directors.  The Nevada Business Corporation
Act provides for the indemnification of its directors,  officers, employees, and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the Company.  The Company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.

     Director's  Liability Limited. The Nevada Business Corporation Act excludes
personal  liability  of its  directors to the Company and its  stockholders  for
monetary  damages  for breach of  fiduciary  duty  except in  certain  specified
circumstances.  Accordingly,  the Company will have a much more limited right of
action against its directors than  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

     Dependence upon Outside Advisors.  To supplement the business experience of
its officers and directors, the Company employ's accountants, technical experts,
appraisers,  attorneys,  or other consultants or advisors.  The selection of any
such  advisors will be made by the  Company's  President  without any input from
stockholders. Furthermore, it is anticipated that such persons may be engaged on
an "as needed" basis without a continuing  fiduciary or other  obligation to the
Company.  In the event the  President  of the Company  considers it necessary to
hire outside advisors, he may elect to hire persons who are affiliates,  if they
are able to provide the required services.

     Competition.  The Company  expects to be at a  disadvantage  when competing
with many  firms  that  have  substantially  greater  financial  and  management
resources and capabilities than the Company.

     No Foreseeable Dividends.  The Company has not paid dividends on its common
stock and does not anticipate paying such dividends in the foreseeable future.

     Limited  Public  Market.  There is only a  limited  public  market  for the
Company's  common  stock,  and no  assurance  can be given  that a  market  will
continue or that a  shareholder  ever will be able to liquidate  his  investment
without  considerable  delay, if at all. If a market should continue,  the price
may be highly  volatile.  Factors such as those discussed in this "Risk Factors"
section may have  a significant impact  upon the  market price of the securities


                                       9
<PAGE>

offered hereby. Due to the low price of the securities, many brokerage firms may
not be willing to effect  transactions  in the  securities.  Even if a purchaser
finds a  broker  willing  to  effect a  transaction  in  these  securities,  the
combination  of brokerage  commissions,  state transfer  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.


ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------

     Since  February  2005 the Company  has used  office  space  provided by the
Company's officer.  The Company does not pay rent for the use of this space. The
Company owns no real property.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is not currently a party to any pending legal proceedings,  nor
is its property subject to such proceedings as of September 6, 2005.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

         None in fiscal year.



                                     PART II


ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------

     The  Company's  common  stock  trades on the OTC  Bulletin  Board under the
symbol  "XPNG."  The  range of high,  low and  close  trade  quotations  for the
Company's  common stock by fiscal quarter  within the last two fiscal years,  as
reported by the National Quotation Bureau Incorporated, was as follows:


Year Ended May 5, 2004                    HIGH         LOW
----------------------

First Quarter                             *             *
Second Quarter                            *             *
Third Quarter                             *             *
Fourth Quarter                            *             *


Year Ended May 5, 2005
----------------------

First Quarter                             *             *
Second Quarter                            *             *
Third Quarter                             *             *
Fourth Quarter                            $1.26         $0.88


*  No quotes


                                       10
<PAGE>

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.


NUMBER OF HOLDERS

     As of May 31,  2005,  there  were  approximately  45 record  holders of the
Company's  common stock,  not counting shares held in "street name" in brokerage
accounts  which  is  unknown.  As of May  31,  2005,  there  were  approximately
56,842,500 shares of common stock outstanding on record with the Company's stock
transfer agent, Holladay Stock Transfer, Inc.


DIVIDENDS

     The Company has not declared or paid any cash dividends on its common stock
and does not anticipate paying dividends for the foreseeable future.


SALES OF UNREGISTERED SECURITIES

     The Company issued  1,100,000  shares in a Share Exchange to David Kittrell
for 100% of the issued and  outstanding  shares of  Xpention,  Inc.  The Company
relied on Section 4(2) for an exemption from  registration  under the Securities
Act of 1933 for the transaction.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
-------------------------------------------------------------------

CAUTIONARY AND FORWARD LOOKING STATEMENTS

     In addition to  statements of historical  fact,  this Form 10-KSB  contains
forward-looking  statements.  The  presentation  of future  aspects of  Xpention
Genetics, Inc. ("Xpention," the "Company" or "issuer") found in these statements
is  subject  to a number of risks and  uncertainties  that  could  cause  actual
results to differ  materially from those reflected in such  statements.  Readers
are cautioned not to place undue reliance on these  forward-looking  statements,
which reflect management's analysis only as of the date hereof. Without limiting
the  generality  of the  foregoing,  words  such  as  "may,"  "will,"  "expect,"
"believe," "anticipate," "intend," or "could" or the negative variations thereof
or comparable terminology are intended to identify forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and  uncertainties  that may cause  Xpention's  actual  results to be materially
different  from any future  results  expressed  or implied by  Xpention in those
statements.  Important  facts that could  prevent  Xpention  from  achieving any
stated goals include, but are not limited to, the following:


                                       11
<PAGE>

         Some of these risks might include, but are not limited to, the
following:

          (a)      volatility or decline of the Company's stock price;

          (b)      potential fluctuation in quarterly results;

          (c)      failure of the Company to earn revenues or profits;

          (d)      inadequate capital to continue or expand its business,
                   inability to raise additional capital or financing to
                   implement its business plans;

          (e)      failure to commercialize its technology or to make sales;

          (f)      rapid and significant changes in markets;

          (g)      litigation with or legal claims and allegations by outside
                   parties;

          (h)      insufficient revenues to cover operating costs.

     There is no assurance that the Company will be profitable,  the Company may
not be able to successfully develop, manage or market its products and services,
the  Company  may not be able to  attract  or retain  qualified  executives  and
technology  personnel,  the Company's products and services may become obsolete,
government regulation may hinder the Company's business,  additional dilution in
outstanding  stock ownership may be incurred due to the issuance of more shares,
warrants and stock options,  or the exercise of warrants and stock options,  and
other risks inherent in the Company's businesses.

     The  Company   undertakes   no   obligation   to  publicly   revise   these
forward-looking  statements to reflect events or circumstances  that arise after
the date hereof.  Readers should carefully review the factors described in other
documents the Company files from time to time with the  Securities  and Exchange
Commission,  including  the  Quarterly  Reports on Form  10-QSB and any  Current
Reports on Form 8-K filed by the Company.

     The Company has  entered  into a one year  Agreement  with  Colorado  State
University at Fort  Collins,  Colorado  (CSU) whereby CSU shall perform  certain
research  for the  Company in the form of  providing  animal  blood  samples for
testing for the P65 marker,  with appropriate record keeping to provide accurate
statistical basis of results. The Company believes this will aid in the research
into the  reliability  of the P65 marker in  detecting  cancer  tumor growth and
development of a canine cancer detection test.

     The Company's wholly-owned  subsidiary,  Xpention, Inc., has entered into a
Patent and Technology License Agreement with the University of Texas MD Anderson
Cancer Center.

     The Patent and Technology  License  Agreement grants Xpention the exclusive
right to patented technology for the detection of cancer based on a tumor marker
known as p65 which has been demonstrated to have elevated levels in the blood of
canine and human cancer conditions.

     The Agreement requires the company to commercialize the patented technology
and pay royalties and milestone  payments  based on achieving  sales of licensed
products.

     P65 is a  promising  marker  for the early  detection  of  malignant  tumor
formation and a useful tool for monitoring therapy and remission.  Levels of p65
also appear to have a direct correlation to tumor mass/size. Initially, Xpention
plans to utilize this licensed  technology to develop an immunological  test for
the  detection  of cancer in canines.  Simultaneously,  the Company will utilize
this licensed technology to develop a molecular assay for detection of cancer in
both humans and canines.


                                       12
<PAGE>

     Management  believes the summary data and audit presented  herein is a fair
presentation of the Company's  results of operations for the periods  presented.
Due to  the  Company's  change  in  primary  business  focus  and  new  business
opportunities  these  historical  results may not  necessarily  be indicative of
results to be expected for any future  period.  As such,  future  results of the
Company may differ significantly from previous periods.


CHANGES IN FINANCIAL CONDITION

     During  FY2005  the  Company  embarked  on  a  plan  to  identify  possible
acquisition  opportunities  following  the  lapse of its  option  on the Mac Len
property  due to its  inability  to make  payments  as  required  by the  option
agreement.  In February 2005, the Company  entered into an Agreement and Plan of
Reorganization  with  Xpention  Inc.,  a  biotechnology  company  formed for the
commercialization   of  diagnostic  tests  and   therapeutical   treatments  for
veterinary and human cancers.  The agreement was finalized on March 18, 2005 and
Xpention Inc.  became a wholly-owned  subsidiary of the company.  In April 2005,
the  Company  changed  its name to  Xpention  Genetics,  Inc. to reflect its new
business focus.


     The financial  statements of the Company reflect the operations of Xpention
and its balance sheet, because,  under reverse takeover accounting,  the assets,
liabilities,  and operations of the surviving business  operations are reflected
and  the  predecessor   company's   financial   statements  and  operations  are
eliminated.


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 both for 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's  plan  of  operation  for  the  twelve-month  period  ending
5/31/2006  is  to  continue  research  activities  currently  underway  for  the
development  of both an  immunological  and  molecular  assay for canines.  This
research  is being  conducted  by third  parties on behalf of the  Company.  The
Company's  research  and  development  costs  through the end of the fiscal year
ended May 31, 2006 based on  contracts  in place is projected to be in excess of
$441,000;  however,  the  Company is in  negotiations  for  additional  research
contracts that will likely increase the total amount of research and development
expenditures  for the fiscal year ended  5/31/2006.  General and  administrative
expenses  through the end of the fiscal year ended 5/31/2006 are estimated to be
approximately $196,000,  consisting primarily of $96,000 in salaries, $50,000 in
professional  fees and $50,000 in marketing  and  administrative  expenses.  The
Company is  obligated to repay a note payable in the amount of $100,000 no later
than  November  12, 2005 unless it can  negotiate  an  extension of the maturity
date. The note was extended for one year.


                                       13

<PAGE>

     Although  the  Company  will also  continue  to  evaluate  various  options
available for the  commercialization of its products during fiscal year 2006, it
is not anticipated that the Company will generate any revenues;  therefore,  the
Company's ability to fulfill its financial obligations is dependent upon raising
additional capital through the sale of its stock.

Results of Operations for the Fiscal year Ended May 31, 2005


     The Company did not earn any revenues  during the fiscal year ended May 31,
2005 from inception.  In early 2005, the Company abandoned its previous business
focus of mineral  exploration  executed a PLan and  Agreement of  Reorganization
with Xpention,  Inc.  shareholders to acquire 100% of Xpention,  Inc. and is now
devoted  to  commercialization  of  diagnostic  tests  for  cancer  and  related
therapeutic  treatments.  It is uncertain whether the Company will be successful
in developing the cancer  detection tests and whether it will be able to develop
a commercially  viable market for its products to enable the Company to generate
sufficient  revenues  to sustain  its  operations.  As a result,  the  Company's
ability to continue to operate is dependent  on its ability to raise  additional
capital through sale of its stock.

     During the fiscal year ended May 31, 2005,  the Company  incurred  expenses
totaling $153,599 including  research and development  expenses in the amount of
$109,891 and general and administrative  expenses in the amount of $43,708.  The
discontinued  operations of the  predecessor in the mineral  prospect arena have
been eliminated.

     At May 31, 2005, the Company had total assets of $15,422 consisting of cash
on hand.  At May 31,  2005,  the  Company  had  total  liabilities  of  $172,072
including  accounts  payable and accrued  liabilities  in the amount of $72,072,
consisting  primarily of accrued  salary to the  Company's  President  and Chief
Executive Officer totaling $56,000, and a note payable in the amount of $100,000
due no later than November 12, 2005, which was extended for one year.

     We had a net operating  loss of ($153,599) in the fiscal year ended May 30,
2005 and a net loss of ($156,750) or ($.01) per share.



LIQUIDITY AND CAPITAL RESOURCES

     Working capital (deficit) at May 31, 2005 was $(156,650). There was $84,678
of cash flows used in  operations  during the twelve  months ended May 31, 2005.
The Company had $15,422 in cash at year end.

     On May 31, 2005,  the Company  entered into a Research  Agreement  with AMC
Cancer  Research  Center for research  activities for the development of the p65
immunological  test for canines.  The estimated  cost for the project is $58,946
and the agreement expires on January 30, 2006.

     On May  28,  2005,  the  Company  entered  into a  Research  Contract  with
Genethera Inc. for research  activities for the development of the p65 molecular
assay for canines.  The contract became effective on May 28, 2005 and expires on
May 30, 2006 and requires payments to Genethera of $20,000 per month.

     On May 28,  2005,  the  Company  entered  into a  Research  Agreement  with
Genethera Inc. for research  activities for the development of the p65 molecular
assay for humans. The agreement became effective on July 28, 2005 and expires on
July 28, 2006 and requires payments to Genethera Inc. of $10,000 per month.

                                       14
<PAGE>

     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  call 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.


SUBSEQUENT EVENTS

     On July 21,  2005,  the  Company  entered  into a Research  Agreement  with
Colorado  State  University  for  research  activities  in  connection  with the
development of the p65 immunological  test for canines in which CSU will provide
canine blood and tissue  specimens  for use in clinical  trials.  The  agreement
terminates on July 1, 2006 and requires payments to CSU totaling $17,520.

     On June 28, 2005, the Company entered into a Consulting  Agreement with Dr.
Thomas Slaga for general scientific research assistance. The agreement continues
until at least  May 31,  2006.  The  Company  granted  Slaga  450,000  shares of
restricted common stock as compensation for such services.

NET OPERATING LOSS


     For federal income tax purposes,  we have net operating loss carry forwards
of  approximately  $153,000 as of May 31, 2005. These carry forwards will expire
through  2025.  The use of such net operating  loss carry  forwards to be offset
against future taxable income,  if achieved,  may be subject to specified annual
limitations.



ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

        Please refer to pages F-1 through F-14.


ITEM 8.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------------------------------

     Stark Winter Schenkein & Co., LLP of Denver,  Colorado was retained in 2005
as auditors for the Company for fiscal year 2005 and thereafter.

     On April 8,  2005,  the  Board of  Directors  of  Xpention  Genetics,  Inc.
(formerly  Bayview  Corporation)  approved  a change in  auditors.  The Board of
Directors  approved the dismissal of Morgan & Company  Chartered  Accountants as
Xpention  Genetics's  independent public accountants and the selection of Stark,
Winter, Schenkein & Co. as their replacement.


                                       15
<PAGE>

     Morgan  &  Company  Chartered  Accountants's  reports  on the  consolidated
financial statements of Xpention Genetics (formerly Bayview Corporation) for the
two most recent fiscal years ended  reported on by them May 31, 2004 and for the
period from  inception,  September 5, 2002,  to May 31, 2004 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.

     During Xpention Genetics's  (formerly Bayview  Corporation) two most recent
fiscal years ended May 31, 2004 and for the period from inception,  September 5,
2002, to May 31, 2004,  there were no disagreements  between  Xpention  Genetics
(formerly Bayview Corporation) and Morgan & Company Chartered Accountants on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure,  which  disagreements,  if not resolved to Morgan &
Company  Chartered  Accountants's  satisfaction,  would have caused them to make
reference to the subject  matter of the  disagreement  in connection  with their
reports on  Xpention  Genetics's  (formerly  Bayview  Corporation)  consolidated
financial  statements  for such years;  and there were no  reportable  events as
described in Item 304(a)(1)(iv) of Regulation S-K.

     In addition,  during Xpention Genetics's (formerly Bayview Corporation) two
most recent  fiscal years ended May 31, 2004 and for the period from  inception,
September  5,  2002,  to May  31,  2004,  Xpention  Genetics  (formerly  Bayview
Corporation) did not consult with Stark, Winter, Schenkein & Co. with respect to
the  application  of accounting  principles to a specified  transaction,  either
completed  or proposed,  or the type of audit  opinion that might be rendered on
Xpention Genetics's (formerly Bayview Corporation) financial statements,  or any
other matters or reportable  events as set forth in Items  304(a)(2)(i) and (ii)
of Regulation S-K.

ITEM 8A. CONTROLS AND PROCEEDURES
-----------------------------------------------------------------------------

     The  management  of the  Company has  evaluated  the  effectiveness  of the
issuer's  disclosure controls and procedures as of the end of the period covered
by the report (evaluation date) and have concluded that the disclosure  controls
and procedures are adequate and effective based upon their  evaluation as of the
evaluation date.

     There were no changes in disclosure  controls and procedures or in internal
controls  or  in  other  factors  that  could  affect  disclosure  controls  and
procedures  or internal  controls in the fourth  fiscal  quarter,  including any
corrective actions with regard to deficiencies and weaknesses.

ITEM 8B. SUBSEQUENT EVENTS
-------------------------------------------------------------------------------

         None



                                       16
<PAGE>

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(a)
------------------

         The following table lists the executive offices and directors of the
Company as of February 2005:


     NAME           Age          POSITION HELD                TENURE

David Kittrell      53     President, CEO, CFO, Director    Since February 2005


     The  director  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, except that
David Kittrell has a five year  employment  agreement (from November 1, 2004) at
$8,000 per month.  There is a bonus of $96,000 due if and when the Company earns
$1 million net profit.  The  contract  provides  for a severance  payment of two
times annual salary for termination other than cause. There is no arrangement or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

     The directors of the Company will devote such time to the Company's affairs
on an "as  needed"  basis,  but less than 20 hours per month.  As a result,  the
actual amount of time which they will devote to the Company's affairs is unknown
and is likely to vary substantially from month to month.


BIOGRAPHICAL INFORMATION

        DAVID KITTRELL, President

     Mr. Kittrell  received his B.A. in Economics from Davidson College in North
Carolina  in  1974.  He  received  his  Master  of Arts in  Economics  from  the
University of Miami in 1978. Mr.  Kittrell held various  positions with SunTrust
Bank in  Florida,  including,  Management  Associate,  Credit  Department;  Vice
President,  International  Division;  Vice  President  and Manager,  Real Estate
Administration Department; Vice President, Commercial Real Estate Finance Depart
-ment;  Senior Vice President,  Special Assets Group;  Senior Vice President and
Manager,  Real Estate  Finance;  and Executive  Vice  President and Chief Credit
Officer, Credit Administration Division (1978-1997). From 1999 to 2001, he was a
Broker Associate with Coldwell Banker Residential  Brokerage in Colorado.  Since
2001, Mr. Kittrell has been a Managing  Broker with Coldwell Banker  Residential
Brokerage in Colorado.


                                       17
<PAGE>

     DR. ZBIGNIEW WALASZEK, Chief Scientific Officer, Chairman of the Scientific
Advisory Committee

     Dr.  Walaszek  received  his Ph.D.  in  Bio-Organic  Chemistry  at  Silesia
Technical   University  and  received   postgraduate   training  at  Ohio  State
University. He currently holds the position of Scientists at AMC Cancer Research
Center and is a member of the  University  of Colorado  Cancer Center in Denver,
Colorado.  Dr. Walaszek  recently  received an appointment to the faculty of The
University  of Texas  Health  Science  Center in San Antonio  Texas as Associate
Professor in the Department of  Pharmacology.  Dr.  Walaszek was a member of the
team of  researchers  which  discovered  the  relationship  between  P65 and the
presence  of  cancerous  tumors.  The work  performed  by Dr.  Walaszek  and his
colleagues  led to the issuance of three  patents,  owned by The  University  of
Texas MD Anderson Cancer Center.


COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

     Section  16(a) of the  Exchange Act  requires  the  Company's  officers and
directors,  and certain  persons who own more than 10% of a registered  class of
the Company's equity securities  (collectively,  "Reporting  Persons"),  to file
reports of ownership  and changes in ownership  ("Section 16 Reports")  with the
Securities and Exchange  Commission (the "SEC").  Reporting Persons are required
by the SEC to furnish  the Company  with  copies of all Section 16 Reports  they
file.  The  Company is  reviewing  Section  16a to  determine  if any  reporting
compliance was missed.

     Based  solely  on its  review  of the  copies of such  Section  16  Reports
received  by it, or written  representations  received  from  certain  Reporting
Persons,  no persons  were  required to file forms  pursuant  to Section  16(a):
failed to file although there appears to have been no late filing.


ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

DIRECTOR COMPENSATION

     Directors received no cash compensation for their service to the Company as
directors,  but can be reimbursed for expenses  actually  incurred in connection
with attending meetings of the Board of Directors.

<TABLE>
<CAPTION>

                             SUMMARY COMPENSATION TABLE OF DIRECTORS

------------------------------------ -------------- -------------- ----------------- ---------------- -------------------
<S>                                  <C>            <C>            <C>               <C>              <C>

Name                                 Annual         Meeting Fees   Consulting        Number of        Number of
                                     Retainer       ($)            Fees/Other Fees   Shares (#)       Securities
                                     Fees ($)                      ($)                                Underlying
                                                                                                      Options SARS (#)
------------------------------------ -------------- -------------- ----------------- ---------------- -------------------
Director, David Kittrell                  $0             $0               $0                0                 0
------------------------------------ -------------- -------------- ----------------- ---------------- -------------------
</TABLE>



                                       18
<PAGE>

EXECUTIVE OFFICER COMPENSATION

     David Kittrell,  director,  will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, except that
David Kittrell has a five year  employment  agreement (from November 1, 2004) at
$8,000 per month.  There is a bonus of $96,000 due if and when the Company earns
$1 million net profit.  The  contract  provides  for a severance  payment of two
times annual salary for termination other than cause. There is no arrangement or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

     The following table and notes set forth the annual cash  compensation  paid
to officers of the Company.


<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES

--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
<S>                         <C>       <C>          <C>             <C>                  <C>              <C>
Name & Principal Position   Fiscal    Annual       Annual Bonus    Awards Other         Restricted       Securities
                            Year      Salary ($)   ($)             Annual               Stock Award(s)   Underlying
                                                                   Compensation ($)     ($)              Options/ SARS
                                                                                                         (#)
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
David Kittrell, President     2004        $56,000*       0                  0                  0                0
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
</TABLE>

*Accrued but not paid

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year
(None)


WARRANTS

     The  following  table sets  forth  information  with  respect to options to
purchase  common stock of the Company  granted  during fiscal year ended May 31,
2005.


                                       19
<PAGE>

<TABLE>
<CAPTION>

                                      Non-Qualified Options

--------------------- ---------------------- ----------------- -------------- --------------------- ---------------------
<S>                   <C>                    <C>               <C>            <C>                   <C>
Name                  Date Issued            Number Issued     Exercise       Expiration Date       Consideration
                                                               Price
--------------------- ---------------------- ----------------- -------------- --------------------- ---------------------
None

</TABLE>



<TABLE>
<CAPTION>

                       Aggregated Option/SAR Exercises in Last Fiscal Year
                                   and FY-End Option/SAR value

<S>         <C>                 <C>                <C>                              <C>
Name        Shares Acquired     Value Realized     Number of Securities             Value of Unexercised
            on Exercise (#)     ($)                Underlying Unexercised           In the Money
                                                   Option/SARs at FY-End (#)        Options/SARs at
                                                   Exercisable / Unexercisable      FY-End ($)
                                                                                    Exercisable /
                                                                                    Unexercisable
--------------------------------------------------------------------------------------------------------
None
</TABLE>

     No other  compensation  not described above was paid or distributed  during
the last fiscal year to the  executive  officers  of the  Company.  There are no
compensatory plans or arrangements,  with respect to any executive office of the
Company,  which result or will result from the  resignation,  retirement  or any
other  termination of such  individual's  employment  with the Company or from a
change  in   control   of  the   Company   or  a  change  in  the   individual's
responsibilities following a change in control.



                                       20
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

     The following table sets forth,  as of the date of this Report,  the number
of  shares  of  common  stock  owned of record  and  beneficially  by  executive
officers,  directors and persons who hold 5.0% or more of the outstanding common
stock of the Company as of September 9, 2005.  Also included are the shares held
by all executive officers and directors as a group.


SHAREHOLDERS/                NUMBER OF SHARES                    OWNERSHIP
BENEFICIAL OWNERS                                                PERCENTAGE
---------------------------------------------------------------------------
David Kittrell                      14,300,000                   25.16
10965 Elizabeth Drive
Conifer, CO  80433

Zbigniew Walaszek                   0                            0
1600 Pierce Street
Denver, CO  80214

James Coutris                       11,750,375                   20.67
1210 Bassett Road
Westlake, OH  44145


All directors and executive
officers as a group (1 persons)     14,300,000                   25.16



     Each principal  shareholder has sole investment power and sole voting power
over the shares.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
-------------------------------------------------------------

     In February  2005,  the Company  entered into a Definitive  Agreement  with
Xpention (XPI) and its shareholder to acquire 100% of the issued and outstanding
shares of Xpention.

     David  Kittrell owned 100% of Xpention at the time of the  acquisition  and
received 14,300,000 shares of the Registrant.

     The Shareholder of XPI exchanged all of his shares of XPI  (constituting at
least 100% of the  issued and  outstanding  common  stock of XPI) for  1,100,000
common shares of Bayview common stock.  This  transaction was completed on March
18, 2005.



                                       21
<PAGE>


                                     PART IV


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:

                8-K filed 8/3/2005
                8-K filed 6/20/2005
                8-K filed 5/9/2005
                8-K filed 4/18/2005
                8-K12g3 filed 3/18/2005
                8-K filed 3/10/2005
                8-K filed 2/17/2005
                8-K/A filed 1/28/2005
                8-K/A filed 1/24/2005
                8-K filed 1/19/2005


     2.   Exhibits:

          31    Sarbanes-Oxley Certification
          32    Sarbanes-Oxley Certification


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-------------------------------------------------------

     The Company's  Board acts as the audit  committee and had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2005 and 2003.

     All audit work was performed by the auditors' full time employees.

     Stark Winter  Schenkein & Co., LLP  ("Stark")  is the  Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the  provision  of the audit  services is  compatible  with  maintaining
Stark's independence.


AUDIT FEES 2005:

     Stark billed the Company for the following  professional  services:  $3,000
for the  Xpention  (subsidiary  audit) and $2,800 for the review of the  interim
financial  statements  included  in  quarterly  reports  on Form  10-QSB for the
periods ended February 28, 2005.

     The  Company  has paid a $5,000  retainer to Stark for the fiscal year 2005
audit.


                                       22
<PAGE>

AUDIT FEES 2004:

     The Company's  Board acts as the audit  committee and had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2005 and 2004.

     Audit fees for Morgan & Company Chartered Accountants,  the Company's prior
auditors, were $2,285 for fiscal year ended May 31, 2004 and $813.11 in 2005 for
review services.


ALL OTHER FEES

     Stark billed the Company for no other  services,  including  preparation of
the tax returns  for the Company for 2005,  during the fiscal year ended May 31,
2005.


                                      INDEX

                                                      Form 10-KSB
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1             Articles of Incorporation             Incorporated by reference
                                                      to Registration Statement
                                                      Form 10SB12G #333-107179


3.2             Bylaws                                Incorporated by Reference
                                                      to Registration Statement
                                                      Form 10SB12G #333-107179




                                       23
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholder and Board of Directors
Xpention Genetics, Inc.

We have audited the  accompanying  balance sheet of Xpention  Genetics,  Inc. (a
development  stage  company) as of May 31, 2005,  and the related  statements of
operations,  stockholders'  (deficit), and cash flows for the period October 13,
2004  (inception)  to  May  31,  2005.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance  with the auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles used and significant  estimates by management,  as well as evaluating
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Xpention  Genetics,  Inc. (a
development  stage  company)  as of  May  31,  2005,  and  the  results  of  its
operations,  and its cash  flows for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

As discussed in Note 9, the Company has restated  the  financial  statements  to
correct an error related to the accounting for the recapitalization with Bayview
Corporation.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial statements,  the Company has suffered recurring losses from operations
and  has  working  capital  and  stockholder's  deficits.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also discussed in Note 5. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Denver, Colorado
August 25, 2005
Except for Note 9 dated March 8, 2006

                                      F-1

<PAGE>

                             XPENTION GENETICS, INC
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                  May 31, 2005
                                   (Restated)

ASSETS

Current assets
Cash and cash equivalents                                            $   15,422
                                                                     ===========


LIABILITIES

Current liabilities
Accounts payable                                                     $   12,921
Accrued expenses                                                         59,151
   Note payable                                                         100,000
                                                                     -----------
    Total current liabilities                                           172,072
                                                                     -----------

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,
 56,842,500 shares issued and outstanding                                   100
Additional paid-in capital                                                    -
   (Deficit) accumulated during the development stage                  (156,750)
                                                                       (156,650)

                                                                     $   15,422
                                                                     ===========

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

                                      F-2

<PAGE>

                             XPENTION GENETICS, INC
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE PERIOD (INCEPTION) OCTOBER 13, 2004 TO MAY 31, 2005
                                   (RESTATED)





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

Expenses
   General and administrative                                        153,599
                                                       ----------------------
                                                                     153,599
                                                       ----------------------

Operating (loss)                                                    (153,599)
                                                       ----------------------

Other income (expense)
   Interest expense                                                   (3,151)
                                                       ----------------------

Net (loss)                                              $           (156,750)
                                                       ======================

Basic and diluted:
  (Loss) per share                                      $              (0.01)
                                                       ======================

  Weighted average shares outstanding                             27,987,587
                                                       ======================


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

                                      F-3

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE PERIOD (INCEPTION) OCTOBER 13, 2004 TO MAY 31, 2005
                                   (RESTATED)







Cash Flows From Operating Activities
   Net (loss)                                                   $    (156,750)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities
    Accounts payable and accrued liabilities                           72,072
                                                                --------------
Cash flows (used in) operating activities                             (84,678)
                                                                --------------


Cash Flows From Investing Activities
                                                                --------------
Cash flows provided by investing activities                                 -
                                                                --------------


Cash Flows From Financing Activities
   Proceeds from note payable                                         100,000
   Proceeds from issuance of common stock                                 100
                                                                --------------
Cash flows provided by financing activities                           100,100
                                                                --------------

Increase in cash                                                       15,422

Cash, beginning of period                                                   -
                                                                --------------

Cash, end of period                                             $      15,422
                                                                ==============

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

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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                             XPENTION GENETICS, INC.
                                          (A Development Stage Company)
                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  INCEPTION (SEPTEMBER 5, 2002) TO May 31, 2005

                                                                                         (Deficit)
                                                                                        Accumulated
                                                 Common Stock          Additional       During the         Comprehensive
                                               Shares     Amount      Paid in Capital  Development Stage      Income        Total
                                          -----------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>             <C>                <C>            <C>
Inception (September 5, 2002)                       -    $     -        $      -        $       -          $       -         $   -

October 2002, shares issued for cash
   at $0.000077                            13,000,000      1,000               -                -                  -         1,000

November 2002, shares issued for cash
   at $0.00077                             26,000,000     20,000               -                -                  -        20,000

January 2003, shares issued for cash
   at $0.015                                3,412,500      3,412          49,088                -                  -        52,500

Reclassification of paid in capital                 -     18,000         (18,000)               -                  -             -

February 2003, shares issued for cash
   at $0.0385                                 130,000        130           4,870                -                  -         5,000

Net (loss)                                                     -               -          (24,312)                 -       (24,312)
                                          -----------------------------------------------------------------------------------------
Balance, May 31, 2003                      42,542,500     42,542          35,958          (24,312)                 -        54,188

Net (loss)                                          -          -               -          (28,562)                 -       (28,562)
                                          -----------------------------------------------------------------------------------------
Balance, May 31, 2004                      42,542,500     42,542          35,958          (52,874)                 -        25,626

March 2005, stock issued in acquisition    14,300,000      5,600               -                -                  -         5,600

Reclassification of paid in capital                 -      8,700          (8,700)               -                  -             -

Net (loss)                                          -          -               -         (189,993)                 -      (189,993)

Foreign currency gain                               -          -               -                -              2,117         2,117
                                          -----------------------------------------------------------------------------------------
Balance, May 31, 2005                      56,842,500   $ 56,842        $ 27,258       $ (242,867)           $ 2,117    $ (156,650)
                                          =========================================================================================


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

                                                      F-5
</TABLE>

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 and is in the development stage.

The Company was  incorporated  in the State of Nevada,  on September 5, 2002, as
Bayview  Corporation.  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. 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.

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
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 will be  accounted  for as a
reverse  acquisition,  and no  goodwill  or  other  intangible  assets  will  be
recorded.  On this basis, the historical financial statements as of and prior to
the acquisition date will represent the operations of Xpention.


Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  On an ongoing basis,  management reviews those estimates,  including
those  related to  allowances  for doubtful  accounts,  loss  contingencies  for
litigation, income taxes, and projection of future cash flows used to assess the
recoverability of long-lived assets.

Cash and Cash Equivalents

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and  pertinent  information  available to  management  as of May 31,  2005.  The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts payable and accrued expenses, and note payable. Fair values are assumed
to approximate carrying values for these financial  instruments because they are
short term in nature, or are receivable or payable on demand, and their carrying
amounts approximate fair value.

Impairment of Long-Lived Assets

The Company  periodically  reviews the  carrying  amount of long lived assets to
determine  whether current events or circumstances  warrant  adjustments to such
carrying amounts. If an impairment adjustment is deemed necessary,  such loss is
measured by the amount that the carrying value of such assets exceeds their fair
value.  Considerable management judgment is necessary to estimate the fair value
of  assets;  accordingly,  actual  results  could vary  significantly  from such
estimates.  Assets to be disposed of are carried at the lower of their financial
statement carrying amount or fair value less costs to sell.

Revenue Recognition

Revenue from product sales are recognized when delivery has occurred, persuasive
evidence of an agreement exists, the vendor fee is fixed or determinable, and no
further  obligation  exists and  collectability  is probable.  Generally,  title
passes on the date of shipment.  Cost of products  sold  consists of the cost of
raw materials and labor related to the corresponding  sales transaction.  When a
right of return exists,  the Company  defers  revenues until the right of return
expires. Revenue from services is recognized when then service is completed.

                                      F-7

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


Research and Development

Research and  development  costs are charged to operations when incurred and are
included in operating expenses.

Segment Information

The Company  follows  Statement of Financial  Accounting  Standards  (SFAS) 131,
"Disclosure  about Segments of an Enterprise and Related  Information".  Certain
information is disclosed,  per SFAS 131,  based on the way management  organizes
financial information for making operating decisions and assessing  performance.
The  Company  currently  operates  in one  business  segment  and will  evaluate
additional segment disclosure requirements if it expands operations.

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.

Stock-Based Compensation

The Company  accounts for stock based  compensation in accordance with SFAS 123,
"Accounting  for  Stock-Based  Compensation."  The  provisions of SFAS 123 allow
companies  to either  expense the  estimated  fair value of stock  options or to
continue  to follow the  intrinsic  value  method set forth in APB  Opinion  25,
"Accounting  for Stock Issued to Employees"  (APB 25) but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has  elected to  continue  to apply APB 25 in  accounting  for stock
options.

The Company  measures the amount of stock-based  compensation  to  non-employees
based on the fair value of the equity instrument issued or the services or goods
provided as of the earlier of (1) the date at which an agreement is reached with
the non-employee as to the number of shares to be issued for performance, or (2)
the date at which the non-employees' performance is complete.

                                      F-8

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)



Recent Pronouncements

In  December  2003,  the  Financial   Accounting  Standards  Board  issued  FASB
Interpretation  Number 46-R  "Consolidation of Variable Interest  Entities." FIN
46-R, which modifies certain  provisions and effective dates of FIN 46, sets for
the  criteria  to be used in  determining  whether an  investment  is a variable
interest  entity  should  be  consolidated.  These  provisions  are based on the
general  premise that if a company  controls  another entity  through  interests
other than voting  interests,  that company  should  consolidate  the controlled
entity.  The Company  believes  that  currently,  it does not have any  material
arrangements  that meet the definition of a variable interest entity which would
require consolidation.

In November 2004, the FASB issued SFAS 151,  "Inventory  Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and wasted material  (spoilage) under the guidance in ARB 43, Chapter 4,
"Inventory  Pricing."  Paragraph 5 of ARB 43, Chapter 4, previously  stated that
"...under some  circumstances,  items such as idle facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current  period  charges...."  This  Statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  Statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management does not expect adoption of SFAS 151 to have a material impact on the
Company's financial statements.

In  December  2004,  the FASB  issued  SFAS  152,  "Accounting  for Real  Estate
Time-Sharing  Transactions."  The FASB issued this  Statement as a result of the
guidance  provided in AICPA  Statement of Position (SOP) 04-2,  "Accounting  for
Real  Estate  Time-Sharing  Transactions."  SOP 04-2  applies to all real estate
time-sharing  transactions.  Among other items, the SOP provides guidance on the
recording  of credit  losses and the  treatment of selling  costs,  but does not
change the revenue  recognition  guidance in SFAS 66,  "Accounting  for Sales of
Real  Estate,"  for real  estate  time-sharing  transactions.  SFAS  152  amends
Statement  66 to  reference  the  guidance  provided in SOP 04-2.  SFAS 152 also
amends SFAS 67,  "Accounting  for Costs and Initial  Rental  Operations  of Real
Estate  Projects",  to state that SOP 04-2  provides  the  relevant  guidance on
accounting  for  incidental  operations  and costs  related  to the sale of real
estate  time-sharing  transactions.  SFAS 152 is effective  for years  beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited.  Management  does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153,  "Exchanges of Nonmonetary  Assets,"
an  amendment  to Opinion No. 29,  "Accounting  for  Nonmonetary  Transactions."
Statement 153 eliminates  certain  differences in the guidance in Opinion No. 29

                                      F-9

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


as compared to the guidance  contained in standards issued by the  International
Accounting  Standards Board. The amendment to Opinion No. 29 eliminates the fair
value  exception  for  nonmonetary  exchanges of similar  productive  assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance.  Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005.  Earlier  application is permitted for
nonmonetary  asset exchanges  occurring in periods  beginning after December 16,
2004.  Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December  2004,  the FASB issued SFAS  123(R),  "Share-Based  Payment."  SFAS
123(R)  amends SFAS 123,  "Accounting  for  Stock-Based  Compensation,"  and APB
Opinion 25,  "Accounting  for Stock Issued to Employees."  SFAS 123(R)  requires
that  the  cost  of  share-based  payment  transactions  (including  those  with
employees and  non-employees)  be recognized in the financial  statements.  SFAS
123(R)  applies  to all  share-based  payment  transactions  in which an  entity
acquires  goods or services by issuing (or offering to issue) its shares,  share
options,  or other equity  instruments  (except for those held by an ESOP) or by
incurring  liabilities  (1) in amounts  based (even in part) on the price of the
entity's  shares  or  other  equity  instruments,  or (2) that  require  (or may
require)  settlement  by the  issuance  of an  entity's  shares or other  equity
instruments.  This statement is effective (1) for public companies qualifying as
SEC small  business  issuers,  as of the  first  interim  period or fiscal  year
beginning after December 15, 2005, or (2) for all other public companies,  as of
the first interim  period or fiscal year  beginning  after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.


NOTE 2. STOCKHOLDERS' (DEFICIT)

The Company's Board of Directors has the authority to issue  100,000,000  shares
of $0.001  par value  common  stock and  10,000,000  shares of $0.001  par value
preferred stock. In May 2005, the Board of Directors approved a 13 for 1 forward
stock  split,  all share and per share  amounts  in these  financial  statements
include the effect of this split.

In  March  2005,  the  Company  issued  14,300,000  shares  of  common  stock in
conjunction with the reorganization discussed in Notes 1 and 6.


NOTE 3. INCOME TAXES

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes",  which  requires use of the  liability  method.  SFAS 109 provides  that

                                      F-10

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


deferred  tax assets  and  liabilities  are  recorded  based on the  differences
between the tax bases of assets and liabilities  and their carrying  amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets  and  liabilities  at the end of each  period  are  determined  using the
currently  enacted tax rates  applied to taxable  income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

Reconciliation  of the Federal statutory income tax rate of 34% to the effective
rate is as follows:

          Federal statutory income tax rate                      34.00 %
          Valuation allowance                                   (34.00)%
                                                                -------
                                                                     - %
                                                                =======

The estimated tax effects of temporary differences and net operating losses that
give rise to  significant  portions  of  deferred  tax  assets  and  liabilities
consisted of the following:

         Reconciling items:

         Net operating loss carryforward                             $ 52,000
         Less valuation allowance                                     (52,000)
                                                                    ----------
         Net deferred tax asset                                     $       -
                                                                    ==========

The net  operating  loss carry  forward of  approximately  $153,000  will expire
through 2025. The change in the valuation  allowance during the period ended May
31, 2005, was approximately $52,000.


NOTE 4. 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)
one year from the date of the note. Interest accrues at the rate of 5% per annum
and aggregated $3,151 through May 31, 2005.


NOTE 5.  BASIS OF PRESENTATION

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 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

                                      F-11

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


year ended May 31, 2005, the Company incurred a net loss of $156,750, and has no
revenue  generating  activities.  At May 31,  2005,  the  Company  had a working
capital (deficit) and stockholders' (deficit) of $156,650.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to obtain capital or be party to an acquisition agreement.

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 6.  ACQUISITION

In February 2005,  Bayview entered into an Agreement and Plan of  Reorganization
with  Xpention  Inc.   ("Xpention")   whereby  Xpention  became  a  wholly-owned
subsidiary of the Company.  The Agreement  was approved by the  shareholders  of
both the Company and Xpention and became effective in March 2005. As part of the
transaction,  the President of Xpention,  now the President of Xpention Genetics
received 14,300,000 shares of the Company's common stock in exchange for his 100
shares representing 100% ownership of Xpention. The transaction has been treated
as a  capital  transaction  and is  deemed a  recapitalization  of the  Company.
Bayview had no assets or liabilities at the date of the recpaitalization.


NOTE 7. COMMITMENTS

On May 31, 2005, the Company  entered into a Research  Agreement with AMC Cancer
Research  Center  for  research  activities  for  the  development  of  the  p65
immunological  test for canines.  The estimated  cost for the project is $58,946
and the agreement expires on January 30, 2006.

On May 28, 2005,  the Company  entered into a Research  Contract with  Genethera
Inc. for research  activities for the development of the p65 molecular assay for
canines.  The contract  became  effective on May 28, 2005 and expires on May 30,
2006 and requires payments to Genethera of $20,000 per month.

On May 28, 2005,  the Company  entered into a Research  Agreement with Genethera
Inc. for research  activities for the development of the p65 molecular assay for
humans.  The agreement became effective on July 28, 2005 and expires on July 28,
2006 and requires payments to Genethera Inc. of $10,000 per month.

                                      F-12

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (RESTATED)


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  call 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.


NOTE 8. SUBSEQUENT EVENTS

On July 21, 2005,  the Company  entered into a Research  Agreement with Colorado
State  University for research  activities in connection with the development of
the p65  immunological  test for canines in which CSU will provide  canine blood
and tissue  specimens for use in clinical  trials.  The agreement  terminates on
July 1, 2006 and requires payments to CSU totaling $17,520.

On June 28,  2005,  the Company  entered into a  Consulting  Agreement  with Dr.
Thomas Slaga for general scientific research assistance. The agreement continues
until at least  May 31,  2006.  The  Company  granted  Slaga  450,000  shares of
restricted common stock as compensation for such services.

On June 15, 2005,  the Company  entered  into a  Subscription  Agreement  with a
private investor for the sale of 333,333 shares of restricted  common stock at a
price of $1.20 per share.


NOTE 9. CORRECTION OF AN ERROR

In March 2006,  the Company  determined  that the  Bayview/Xpention  transaction
should be treated as a recapitalization rather than as a purchase, the financial
statements  and  footnotes  have been  restated to reflect a decrease in the net
loss of $33,243 or $0.00 per share.


                                      F-12


<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


Dated: April 19, 2006



                                          XPENTION GENETICS, INC.


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


                                          DIRECTORS:

                                          /s/ David Kittrell
                                          --------------------------------


                                          /s/ Zbigniew Walaszek
                                          --------------------------------