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, 2006

                 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]

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

<PAGE>

     Aggregate market value of the 31,575,458 shares of common voting stock held
by  non-affiliates of the registrant as of September 15, 2006 was $789,386 based
on the bid price at September 15, 2006 of $.025 as reported by OTCBB.


     Number of authorized outstanding shares of the registrant's $.001 par value
common stock, as of September 15, 2006: 57,625,833.



                                       2
<PAGE>



                                TABLE OF CONTENTS

                                        PART I

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


PART II

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

                                    PART III

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

                                    PART IV

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

SIGNATURES

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.

     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.

     The National  Institutes of Health estimate overall costs for cancer in the
year 2002 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
United States, 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

                                       4

<PAGE>

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.

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  intended to utilize its licensed  technology  to
develop an  immunological  test for the  detection  of cancer in  canines.  This
development stage of the test was anticipated to last approximately six to eight
months but has been substantially  delayed.  If development of the immunological
test is  successful,  the  Company  hopes  to  commercialize  the  test  through
licensing the test to third parties for sale and distribution.

                                       5

<PAGE>

P65 THERAPEUTIC VACCINE

     If tests warrant,  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.

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:

     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, 2006 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.


                                       6
<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.


                                       7
<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


                                       8
<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, 2006.



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:BB under the symbol "XPNG.OB"
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 31, 2005                    HIGH         LOW
-----------------------

First Quarter                               *             *
Second Quarter                              *             *
Third Quarter                               *             *
Fourth Quarter                            1.26          .88


Year Ended May 31, 2006
-----------------------

First Quarter                              0.28          0.28
Second Quarter                             0.22          0.15
Third Quarter                              0.23          0.21
Fourth Quarter                            $0.14         $0.13


* Not quoted


                                        9
<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,  2006,  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,  2006,  there  were  approximately
57,625,833 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

        None


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:


                                       10
<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.

     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

     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.

Management's Discussion and Analysis or Plan of Operation


                                       11
<PAGE>


During the fiscal year ended May 31, 2006,  the Company  continued  its research
activities for the development of an immunological  canine cancer detection test
as well as a molecular assay for detection of cancer in both canines and humans,
all of which are being conducted by third parties on behalf of the company.

The Company is presently  seeking bridge  financing to provide  sufficient funds
for  payment of amounts  due under  research  contracts  as well as accrued  but
unpaid  professional  fees  and  administrative  expenses  until  such  time  as
additional  stock  can be sold to  provide  permanent  capital  to fund  ongoing
research and operations.


Results of Operations for the Fiscal Year Ended May 31, 2006


The Company did not earn any revenues during the fiscal year ended May 31, 2006.
For the fiscal year ended May 31, 2006, the Company incurred  expenses  totaling
$971,204  including  research  and  development  expenses  of  $822,871 of which
$369,000  is  stock  compensation  (non-cash)  and  administrative  expenses  of
$148,333,  plus interest expense of $5,000 for a total loss during the period of
$976,204.  The Company  issued  333,333  shares of stock at a price of $1.20 per
share in June 2005 generating  $400,000 in cash, the proceeds of which were used
to cover research and development expenses as well as administrative expenses of
the Company  during the period.  For the fiscal  year ending May 31,  2005,  the
Company  incurred general and  administrative  expenses  totaling  $153,599 plus
interest expense of $3,151 for a total loss during the period of $156,750. Since
inception,  the Company has not generated any revenues and has incurred expenses
totaling  $1,124,803  plus  interest  expense  of $8,151  for a total loss since
inception of $1,132,954.


At May 31, 2006,  the Company had total assets of $19,229  consisting of cash on
hand and total  liabilities of $383,083  including  accounts payable and accrued
liabilities  totaling  $283,083  and note  payable of $100,000 due no later than
December 31, 2006.

The Company had a net  operating  loss for the fiscal year ended May 31, 2006 of
($971,204)  and a net loss of ($976,204)  or ($0.02) per share.  At May 31, 2006
the  Company  had working  capital  (deficit)  and  stockholders'  (deficit)  of
$363,854.


LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  (deficit)  at May 31,  2006  was  $(363,854).  There  was
$396,193 of cash flows used in operations during the twelve months ended May 31,
2005. The Company had $19,229 in cash at year end.

                                       12

<PAGE>

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

        Please refer to pages F-1 through F-15.


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

        None


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


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

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



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

In August  2006,  the Company  received  preliminary  research  results from The
University  of Texas  Health  Science  Center at San Antonio  under its Research
Agreement  dated  December 1, 2005.  The results are presently  undergoing  peer
review.


                                    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 May 31, 2006:


     NAME           Age          POSITION HELD                TENURE

David Kittrell      54     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

                                       13

<PAGE>

$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.

     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.

                                       14

<PAGE>

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>


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
                              2005        $96,000        0                  0                  0                0
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
</TABLE>

*Accrued but not paid

Option/SAR Grants Table (None)

                                       15

<PAGE>

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,
2006.

<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.



                                       16
<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, 2006.  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
-------------------------------------------------------------

        None


                                     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 6/20/05
                8-K filed 8/3/05
                8-K filed 12/19/05
                8-K filed 1/12/06
                8-K/A filed 1/24/06
                8-K filed 3/9/00
                8-K filed 3/16/06


     2.   Exhibits:

          31    Sarbanes-Oxley Certification
          32    Sarbanes-Oxley Certification

                                       17

<PAGE>

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 2006 and 2005.

     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 2006:

     Stark  billed  the  Company  for  the  following   professional   services:
approximately  $10,000 for the  Xpention  (subsidiary  audit) and $1,750 for the
review of the interim financial statements included in quarterly reports on Form
10-QSB for the periods ended February 28, 2006.


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,
2006.


                                      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




                                       18
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders 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, 2006,  and the related  statements of
operations,  stockholders'  (deficit), and cash flows for the year ended May 31,
2006,  the period October 13, 2004, to May 31, 2005, and the period from October
13,  2004,  (inception)  to May 31, 2006.  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 audits.


We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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 audits provide
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,  2006,  and  the  results  of  its
operations,  and its cash  flows for the year  ended May 31,  2006,  the  period
October  13,  2004,  to May 31,  2005,  and the period from  October  13,  2004,
(inception) to May 31, 2006, in conformity with accounting  principles generally
accepted in the United States of America.

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  stockholders'  deficits.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado
August 31, 2006

                                      F-1

<PAGE>


<TABLE>
<CAPTION>

                                    XPENTION GENETICS, INC.
                                 (A Development Stage Company)
                                         Balance Sheet
                                         May 31, 2006

ASSETS

<S>                                                                                   <C>
Current assets
Cash and cash equivalents                                                                       $ 19,229
                                                                                      ===================

LIABILITIES

Current liabilities
Accounts payable and accrued expenses                                                          $ 283,083
   Note payable                                                                                  100,000
                                                                                      -------------------
    Total current liabilities                                                                    383,083
                                                                                      -------------------


STOCKHOLDERS' (DEFICIT)

Preferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued or outstanding                                                                             -
Common stock, $0.001 par value, 100,000,000 shares authorized,
 57,625,833 shares issued and outstanding                                                         57,626
Additional paid-in capital                                                                       711,474
   (Deficit) accumulated during the development stage                                         (1,132,954)
                                                                                      -------------------
                                                                                                (363,854)
                                                                                      -------------------

                                                                                                $ 19,229
                                                                                      ===================
</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS
                   YEAR ENDED MAY 31, 2006 AND FOR THE PERIOD OCTOBER 13, 2004
                (INCEPTION) TO MAY 31, 2005, AND FOR THE PERIOD OCTOBER 13, 2004
                             (INCEPTION) TO MAY 31, 2006 (RESTATED)

                                                                             October 31, 2004
                                                     Year Ended               (Inception) to
                                                                          -------------------------------------------------
                                                    May 31, 2006               May 31, 2005              May 31, 2006
                                                ----------------------    -----------------------   -----------------------
<S>                                             <C>                       <C>                       <C>
Revenues                                        $                   -     $                    -    $                    -
                                                ----------------------    -----------------------   -----------------------

Expenses
    Research and development                                  822,871                          -                   822,871
 General and administrative                                   148,333                    153,599                   301,932
                                                ----------------------    -----------------------   -----------------------
                                                              971,204                    153,599                 1,124,803
                                                ----------------------    -----------------------   -----------------------

Operating (loss)                                             (971,204)                  (153,599)               (1,124,803)
                                                ----------------------    -----------------------   -----------------------

Other (expense)
Interest expense                                               (5,000)                    (3,151)                   (8,151)
                                                ----------------------    -----------------------   -----------------------

Net (loss)                                                 $ (976,204)                $ (156,750)             $ (1,132,954)
                                                ======================    =======================   =======================

Basic and diluted:
  (Loss) per share                                            $ (0.02)                   $ (0.01)
                                                ======================    =======================

  Weighted average shares outstanding                      57,577,614                 27,987,587
                                                ======================    =======================
</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              STATEMENT OF STOCKHOLDERS' (DEFICIT)
                          OCTOBER 13, 2004 (INCEPTION) TO MAY 31, 2006
                                           (RESTATED)

                                                                                               (Deficit)
                                                                                              Accumulated
                                                        Common Stock            Additional     During the
                                                   Shares          Amount   Paid in Capital  Development Stage    Total
                                               ----------------------------------------------------------------------------
<S>                                            <C>               <C>            <C>            <C>            <C>
October 13, 2004 (Inception)                                 -            $ -            $ -            $ -            $ -

Stock issued for cash at inception                  14,300,000         14,300        (14,200)             -            100

Recapitalization                                    42,542,500         42,543        (42,543)             -              -

Net (loss)                                                   -              -              -       (156,750)      (156,750)
                                               ----------------------------------------------------------------------------

Balance, May 31, 2005                               56,842,500         56,843        (56,743)      (156,750)      (156,650)

Common stock issued for cash                           333,333            333        399,667              -        400,000

Common stock issued for services                       450,000            450        368,550              -        369,000

Net (loss)                                                   -              -              -       (976,204)      (976,204)
                                               ----------------------------------------------------------------------------

Balance May 31, 2006                                57,625,833       $ 57,626      $ 711,474    $(1,132,954)    $ (363,854)
                                               ============================================================================
</TABLE>



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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF CASH FLOWS
                   YEAR ENDED MAY 31, 2006 AND FOR THE PERIOD OCTOBER 13, 2004
                (INCEPTION) TO MAY 31, 2005, AND FOR THE PERIOD OCTOBER 13, 2004
                                   (INCEPTION) TO MAY 31, 2006

                                                                                            October 31, 2004
                                                              Year Ended                     (Inception) to
                                                                                 ------------------------------------------
                                                             May 31, 2006           May 31, 2005           May 31, 2006
                                                          -------------------    -------------------    -------------------
<S>                                                       <C>                    <C>                    <C>
Operating Activities
Net (loss)                                                        $ (976,204)            $ (156,750)          $ (1,132,954)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities
   Stock compensation                                                369,000                      -                369,000
Accounts payable and accrued expenses                                211,011                 72,072                283,083
                                                          -----------------------------------------------------------------
Cash flows (used in) operating activities                           (396,193)               (84,678)              (480,871)
                                                          -----------------------------------------------------------------

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

Financing Activities
   Proceeds from note payable                                              -                100,000                100,000
Proceeds from issuance of common stock                               400,000                    100                400,100
                                                          -----------------------------------------------------------------
Cash flows provided by financing activities                          400,000                100,100                500,100
                                                          -----------------------------------------------------------------

Increase in cash                                                       3,807                 15,422                 19,229

Cash and cash equivalents, beginning of period                        15,422                      -                      -
                                                          -----------------------------------------------------------------

Cash and cash equivalents, end of period                            $ 19,229               $ 15,422               $ 19,229
                                                          =================================================================

Supplemental cash flow information:

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

  Interest paid                                                      $ 6,493                    $ -                $ 6,493
                                                          =================================================================
</TABLE>


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

                                      F-5


<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Xpention Inc. (the Company) was incorporated in the State of Colorado on October
13,  2004.  In March 2005,  the Company  entered the  biotechnology  industry to
develop both  immunological  and molecular tests for cancer detection in animals
and humans as well as therapeutic  vaccines and other treatment methods for both
canine and human cancers. In March 2005 the Company changed its name to Xpention
Genetics, Inc. The Company has been in the development stage since its formation
and has not yet realized any revenues from its planned  operations.  The Company
has chosen May 31 as its fiscal year-end.

Bayview  Corporation was  incorporated  in the State of Nevada,  on September 5,
2002. From inception  until February 28, 2005 the Company was primarily  engaged
in the acquisition and exploration of mining properties.  Subsequent to February
28,  2005,  the Company  entered  the  biotechnology  industry  to develop  both
immunological  and molecular tests for cancer detection in animals and humans as
well as  therapeutic  vaccines and other  treatment  methods for both canine and
human cancers.

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

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

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

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,  2006.  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.

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

                                      F-7

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

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.

Recent Pronouncements

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

                                      F-8

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

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
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.

In March 2005,  the  Securities  and  Exchange  Commission  (SEC)  issued  Staff
Accounting  Bulletin  No.107 (SAB 107) which  provides  guidance  regarding  the
interaction  of SFAS  123(R)  and  certain  SEC rules and  regulations.  The new
guidance  includes  the  SEC's  view on the  valuation  of  share-based  payment
arrangements  for  public  companies  and may  simplify  some  of SFAS  123(R)'s
implementation  challenges for registrants and enhance the information investors
receive.

In  August  2005,  the FASB  issued  SFAS  154,  Accounting  Changes  and  Error
Corrections.  This  statement  applies to all  voluntary  changes in  accounting
principle  and  to  changes  required  by an  accounting  pronouncement  if  the
pronouncement does not include specific  transition  provisions,  and it changes
the  requirements   for  accounting  for  and  reporting  them.   Unless  it  is
impractical,  the statement requires retrospective application of the changes to

                                      F-9

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

prior periods' financial statements.  This statement is effective for accounting
changes and correction of errors made in fiscal years  beginning  after December
15, 2005.

SFAS 155 - 'Accounting for Certain Hybrid Financial Instruments--an amendment of
FASB Statements No. 133 and 140'

This  Statement,  issued in  February  2006,  amends  FASB  Statements  No. 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities,  and No. 140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities.  This  Statement  resolves  issues  addressed in Statement  133
Implementation  Issue  No.  D1,  "Application  of  Statement  133 to  Beneficial
Interests in Securitized Financial Assets."

This Statement:
     a.   Permits fair value  remeasurement for any hybrid financial  instrument
          that  contains an embedded  derivative  that  otherwise  would require
          bifurcation
     b.   Clarifies which interest-only strips and principal-only strips are not
          subject to the requirements of Statement 133
     c.   Establishes  a  requirement  to  evaluate   interests  in  securitized
          financial   assets  to  identify   interests  that  are   freestanding
          derivatives or that are hybrid  financial  instruments that contain an
          embedded derivative requiring bifurcation
     d.   Clarifies  that   concentrations   of  credit  risk  in  the  form  of
          subordination are not embedded derivatives
     e.   Amends  Statement  140 to eliminate  the  prohibition  on a qualifying
          special-purpose  entity from holding a derivative financial instrument
          that pertains to a beneficial  interest other than another  derivative
          financial instrument.

This  Statement is effective  for all financial  instruments  acquired or issued
after the  beginning of our first fiscal year that begins  after  September  15,
2006.

The fair value  election  provided for in paragraph  4(c) of this  Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been  bifurcated  under  paragraph  12 of  Statement  133  prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this  Statement  may be  applied  to  instruments  that we  hold at the  date of
adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but
it is not expected to have a material impact on our financial statements.

                                      F-10

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

SFAS 156 - `Accounting for Servicing of Financial  Assets--an  amendment of FASB
Statement No. 140'

This Statement,  issued in March 2006, amends FASB Statement No. 140, Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities,  with respect to the accounting for separately recognized servicing
assets and servicing liabilities. This Statement:

    1.   Requires  an  entity  to  recognize  a  servicing  asset  or  servicing
         liability  each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract in certain situations.
    2.   Requires all  separately  recognized  servicing  assets  and  servicing
         liabilities to be initially measured at fair value, if practicable.
    3.   Permits an entity to choose either the amortization  method or the fair
         value  measurement  method  for  each  class of  separately  recognized
         servicing assets and servicing liabilities.
    4.   At  its  initial  adoption,  permits  a  one-time  reclassification  of
         available-for-sale  securities  to trading  securities by entities with
         recognized   servicing  rights,   without  calling  into  question  the
         treatment of other  available-for-sale  securities under Statement 115,
         provided that the available-for-sale  securities are identified in some
         manner as offsetting the entity's  exposure to changes in fair value of
         servicing  assets or servicing  liabilities  that a servicer  elects to
         subsequently measure at fair value.
    5.   Requires  separate  presentation  of  servicing  assets  and  servicing
         liabilities  subsequently  measured at fair value in the  statement  of
         financial  position  and  additional  disclosures  for  all  separately
         recognized servicing assets and servicing liabilities.

Adoption of this  Statement is required as of the  beginning of the first fiscal
year that begins after September 15, 2006. The adoption of this statement is not
expected to have a material impact on our 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.


On October 13, 2004,  inception,  13,000 shares were issued for cash of $100. In
March 2005, the Company issued  14,300,000 shares of common stock in conjunction
with  the  reverse   acquisition   of  Bayview   Corporation   and  the  related
reorganization discussed in Notes 1 and 6.


                                      F-11

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

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.  The shares were
valued at $369,000, their fair market value on the date it was agreed they would
be issued.

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 for
cash at a price of $1.20 per share.


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
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                           $ 582,000
         Less valuation allowance                                   (582,000)
                                                                   ----------
         Net deferred tax asset                                    $       -
                                                                   ==========

                                      F-12

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

The net  operating  loss carry  forward of  approximately  $582,000  will expire
through 2025.  The change in the valuation  allowance  during the year ended May
31, 2006 was approximately $164,000.

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)
December 31, 2006. Interest expense for the year ended May 31, 2006, October 13,
2004 to May 31,  2005,  and October 13, 2004 to May 31, 2006 was $5,000,  $3,151
and $8,151 respectively.

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
year ended May 31, 2006, the Company incurred a net loss of $946,204, and has no
revenue  generating  activities.  At May 31,  2006,  the  Company  had a working
capital (deficit) and stockholders' (deficit) of $ 333,854.

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
13,000 shares representing 100% ownership of Xpention.  The transaction has been

                                      F-13

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

treated  as a  capital  transaction  and is  deemed  a  recapitalization  of the
Company.   Bayview   had  no   assets  or   liabilities   at  the  date  of  the
recapitalization.


NOTE 7. COMMITMENTS

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 expired on July 28,
2006, and requires payments to Genethera Inc. of $10,000 per month.

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.

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  terminated on
July 1, 2006, and requires payments to CSU totaling $17,520.

On November 2, 2005,  the Company  amended its Research  Agreement with Colorado
state  University.  The  amendment  calls for CSU to  collect  additional  blood
samples for use by the Company in development of a canine cancer  detection test
and extends the  agreement  to November 1, 2006.  The Company  will pay Colorado
State  University an additional  $15,330 for the work performed  pursuant to the
amendment.

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

                                      F-14

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2006

been  relinquished by AMC. The agreement with UTHSCSA will permit the Company to
continue its  collaboration  with Dr.  Margaret  Hanausek who accepted a faculty
position at UTHSCSA.  The Company will pay $64,306 to UTHSCSA for work performed
pursuant to the Agreement.


NOTE 8.  RESTATEMENT

In February  2007, the Company  determined  that stock  compensation  expense of
$369,000 should be reclassified to research and development expense. In addition
the Company restated the number and par value of shares issued at inception. The
financial  statements and footnotes  have been restated.  There was no effect on
net loss or per share information.













                                      F-15


<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: March 19, 2007



                                          XPENTION GENETICS, INC.


                                          By: /s/ David Kittrell
                                              ---------------------------------
                                              David Kittrell
                                              President


                                          DIRECTORS:

                                          By: /s/ David Kittrell
                                              --------------------------------


                                          By: /s/ Zbigniew Walaszek
                                              --------------------------------




                                       19