FORM 10-KSB
                         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 licens- ing 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 antici-
pated 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 test
-ing 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.

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.

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 years ended May 31, 2004
and May 31, 2005. In early 2005,  the Company  abandoned  its previous  business
focus  of  mineral  exploration  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.


                                       13
<PAGE>

During the  fiscal  year  ended May 31,  2005,  the  Company  incurred  expenses
totaling  $187,876  (including costs associated with the acquisition of Xpention
Inc.) including research and development  expenses in the amount of $109,891 and
general and administrative  expenses in the amount of $76,677. During the fiscal
year  ended May 31,  2004,  the  Company  incurred  expenses  totaling  $28,562,
including  mineral  exploration and option payments totaling $18,600 and general
and administrative expenses totaling $9,962.

At May 31, 2005,  the Company had total assets of $15,422  consisting of cash on
hand  compared to $27,246 in total assets  consisting of cash on hand at May 31,
2004. 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. At May 31, 2004 the Company had total  liabilities
of $1,620 in the form of accounts payable and accrued liabilities.


LIQUIDITY AND CAPITAL RESOURCES

     Working capital (deficit) at May 31, 2005 was $(156,650). There was $31,121
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.

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.


                                       14
<PAGE>

NET OPERATING LOSS

     For federal income tax purposes, we have net operating loss carry forwards
of approximately $81,000 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.

     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.


                                       15
<PAGE>

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

         None



                                    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 arrange-
ment 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.


                                       16
<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 research-
ers which discovered the relationship between P65 and the presence of cancerous
tumors.  The work performed by Dr. Walaszek and his colleagues led to the issu-
ance 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>


                                       17
<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 arrange-
ment 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.


                                       18
<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.


                                       19
<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.


                                       20
<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.


                                       21
<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




                                       22
<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: September 13, 2005



                                          XPENTION GENETICS, INC.


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


                                          DIRECTORS:

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


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


                                       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 year then  ended.
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.

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

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                                            <C>
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                                                  56,842
Additional paid-in capital                                                                 27,258
   (Deficit) accumulated during the development stage                                    (242,867)
Other comprehensive income:
  Currency translation gain                                                                 2,117
                                                                               -------------------
                                                                                         (156,650)
                                                                               -------------------
                                                                               $           15,422
                                                                               ===================
</TABLE>

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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                             XPENTION GENETICS, INC
                          (A Development Stage Company)
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                     YEARS ENDED MAY 31, 2005 AND 2004, AND
                  (INCEPTION) SEPTEMBER 5, 2002 TO MAY 31, 2005




                                                                                                            (INCEPTION)
                                                             Years Ended May 31,                         SEPTEMBER 5, 2002
                                                          2005                    2004                     TO MAY 31, 2005
                                                      --------------------    -------------------     ----------------------
<S>                                                   <C>                      <C>                    <C>
Revenues                                              $                 -      $               -       $                  -
                                                      --------------------    -------------------     ----------------------
Expenses
Purchased research and development                                109,891                      -                    109,891
General and administrative                                         76,677                  9,962                    100,951
Mineral property exploration                                            -                 17,600                     19,100
Mineral property option payments                                    2,000                  1,000                     11,500
                                                      --------------------    -------------------     ----------------------
                                                                  188,568                 28,562                    241,442
                                                      --------------------    -------------------     ----------------------
Operating (loss)                                                 (188,568)               (28,562)                  (241,442)
                                                      --------------------    -------------------     ----------------------
Other income (expense)
Interest expense                                                   (1,425)                     -                     (1,425)
                                                      --------------------    -------------------     ----------------------
Net (loss)                                                       (189,993)               (28,562)                  (242,867)
                                                      --------------------    -------------------     ----------------------
Comprehensive income:
Currency translation gain                                           2,117                      -                      2,117

Comprehensive (loss)                                  $          (187,876)     $         (28,562)      $           (240,750)
                                                      ====================    ===================     ======================

Basic and diluted:
  (Loss) per share                                    $             (0.00)    $            (0.00)     $               (0.01)
                                                      ====================    ===================     ======================

Weighted average shares outstanding                            45,441,678             42,542,500                 40,761,279
                                                      ====================    ===================     ======================
</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                XPENTION GENETICS, INC.
                             (A Development Stage Company)
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2005 AND 2004, AND
                     (INCEPTION) SEPTEMBER 5, 2002 TO MAY 31, 2005






                                                                                                              (INCEPTION)
                                                                           Years Ended May 31,             SEPTEMBER 5, 2002
                                                                         2005           2004                TO MAY 31, 2005
                                                            ----------------------------------------------------------------
<S>                                                         <C>                      <C>                <C>

Cash Flows From Operating Activities
Net (loss)                                                  $           (189,993)    $         (28,562) $          (242,867)
Adjustments to reconcile net (loss) to net cash (used
in) operating activities
Purchased research and development                                       109,891                     -              109,891
Foreign currency translation                                               2,117                     -                2,117
Prepaid expenses                                                          15,000                   325               15,000
Accounts payable and accrued liabilities                                  31,864                   870               33,484
                                                            ----------------------------------------------------------------
Cash flows (used in) operating activities                                (31,121)              (27,367)             (82,375)
                                                            ----------------------------------------------------------------

Cash Flows From Investing Activities
  Cash received in Xpention acquisition                                   19,297                     -               19,297
                                                            ----------------------------------------------------------------
Cash flows provided by (used in) investing activities                     19,297                     -               19,297
                                                            ----------------------------------------------------------------

Cash Flows From Financing Activities
   Proceeds from issuance of common stock                                      -                     -               78,500
                                                            ----------------------------------------------------------------
Cash flows provided by financing activities                                    -                     -               78,500
                                                            ----------------------------------------------------------------
Increase (decrease) in cash                                              (11,824)              (27,367)              15,422

Cash, beginning of period                                                 27,246                54,613                    -
                                                            ----------------------------------------------------------------
Cash, end of period                                         $             15,422     $          27,246  $            15,422
                                                            ================================================================


Supplemental cash flow information
  Income taxes paid                                         $                  -     $               -  $                 -
                                                            ================================================================
  Interest expense paid                                     $                  -     $               -  $                 -
                                                            ================================================================
</TABLE>

 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        Compre-
                                                          Common Stock         Additional      During the       hensive
                                                       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)
                                                    ==============================================================================
</TABLE>


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

                                      F-5

<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company 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.  In March  2005  the  Company  changed  its  name  from  Bayview
Corporation 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.

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.

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

                                      F-6

<PAGE>

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
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,

                                      F-7

<PAGE>

"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.

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

                                      F-8

<PAGE>

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. 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 October 2002, the Company issued  13,000,000  shares of common stock for cash
of $1,000 or $0.000077 per share.

In November 2002, the Company issued  26,000,000 shares of common stock for cash
of $20,000 or $0.00077 per share.

                                      F-9

<PAGE>

In January 2003, the Company issued 3,412,500 shares of common stock for cash of
$52,500 or $0.015 per share.

In February  2003, the Company issued 130,000 shares of common stock for cash of
$5,000 or $0.0385 per share.

In March 2005,  the Company issued  14,300,000  shares of common stock valued at
$5,600,  or  $0.00039  per  share,  the  fair  market  value  on that  date,  in
conjunction with the acquisition of Xpention, Inc. (See Note 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
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                           $    81,000
         Less valuation allowance                                      (81,000)
                                                                   -----------
         Net deferred tax asset                                    $         -
                                                                   ===========

The net  operating  loss carry  forward of  approximately  $81,000  will  expire
through 2025.  The change in the valuation  allowance  during the year ended May
31, 2005 was approximately $59,000.

                                      F-10

<PAGE>


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
year ended May 31, 2005, the Company incurred a net loss of $189,993, 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,   the  Company   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 at
fair market  value of $5,600 in exchange  for his 100 shares  representing  100%
ownership of Xpention. The purchase price was allocated as follows:

                  Current assets                     $  34,297
                  Current liabilities                   (38,588)
                  Note payable                         (100,000)
                                                     -----------
                  Net liabilities acquired           $( 104,291)
                                                     ===========

The assets  acquired and  liabilities  assumed were  recorded at the  historical
basis of Xpention  which is assumed to be the fair market  value of the asset at
the date of acquisition.

                                      F-11

<PAGE>


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.

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.

                                      F-12

<PAGE>

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.



















                                      F-13

<PAGE>

                                                                MORGAN & COMPANY
                                                           CHARTERED ACCOUNTANTS


                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Bayview Corporation
(An Exploration Stage Company)


We have audited the balance sheets of Bayview  Corporation (an exploration stage
company) as at May 31, 2004 and 2003,  and the  statements of  operations,  cash
flows,  and  stockholders'  equity for the year ended May 31, 2004,  and for the
period from  inception,  September  5, 2002,  to May 31, 2003.  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  an audit to obtain  reasonable  assurance  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  made 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,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at May 31, 2004 and 2003, and
the results of its  operations  and cash flows for the year ended May 31,  2004,
and for the period  from  inception,  September  5, 2002,  to May 31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed in Note 1(c) to the  financial
statements,  the Company incurred a net loss of $52,874 since inception, has not
attained  profitable   operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its exploration activities.  These factors raise substantial
doubt that the Company will be able to continue as a going concern. Management's
plans in regard to these matters are also  discussed in Note 1(c). The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




Vancouver, B.C.                                               "Morgan & Company"
September 2, 2004                                          Chartered Accountants


                                      F-14