FORM 10-KSB/A
                                  AMENDMENT #1



                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                     For the fiscal year ended May 31, 2008

                 Commission file number: 333-107179 & 000-51210


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

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

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


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

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

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

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

                            Title of each class: None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for at least the past 90 days. Yes [X] No [ ]

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

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


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

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

<PAGE>

     Aggregate market value of the 39,775,458 shares of common voting stock held
by  non-affiliates  of the registrant as of September 9, 2008 was $198,877 based
on the bid price at September 9, 2008 of $.005 as reported by OTCBB.

     Number of authorized outstanding shares of the registrant's $.001 par value
common stock, as of September 9, 2008: 96,561,790.


                                       2
<PAGE>



                                TABLE OF CONTENTS

                                        PART I

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


PART II

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

                                    PART III

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

                                    PART IV

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

SIGNATURES

CERTIFICATES


                                       3
<PAGE>



                                     PART I


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

COMPANY HISTORY

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

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

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

BACKGROUND

Cancers

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

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

     The National Institutes of Health estimates overall costs for cancer in the
year 2002 at $171.6  billion.  $60.9 billion for direct  medical costs (total of
all health expenditures) and $15.5 billion for indirect morbidity costs (cost of
lost  productivity due to premature  death).  An estimated  250,000 new cases of
breast cancer in women and 220,000 new cases of prostate  cancer in men occurred
in 2003.

Companion Animal Cancers

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

     Cancer is the number one cause of natural death in senior dogs and cats and
accounts  for nearly 50% of deaths each year.  One of the most  common  forms of
canine cancer,  lymphosarcoma,  has an annual incidence of approximately 100,000
new cases.  Dogs, in fact,  experience  approximately the same rate of cancer as
humans do,  although the  prevalence is slightly  lower with cats. It is notable

                                       4

<PAGE>

however, that of the other common geriatric veterinary diseases (e.g. congestive
heart  failure,  renal  failure  and  diabetes  mellitus),  cancer  is the  most
treatable.  Treatments  include surgery,  radiation and chemotherapy.  Treatment
success  is  often  a  function  of how  progressed  the  cancer  is at  time of
diagnosis.

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

INITIAL STUDY OF P65

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

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

         Sensitivity:                       0.94

         Specificity:                       0.70

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

Diagnosis Methods

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

PLAN OF OPERATION

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

                                       5

<PAGE>

P65 THERAPEUTIC VACCINE

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

LICENSE TERMS

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

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

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

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


EMPLOYEES

     The Company is a  development  stage company and as of May 31, 2008 had one
salaried  employee.  Upon the  completion  of its  reorganization  the Company's
former officers  resigned and President and Chief Executive  Officer of Xpention
Inc.,  David  Kittrell,  became the  President  and CEO of Xpention  Genetics in
February 2005. The Company expects to continue to use  consultants,  subcontract
labor,  attorneys  and  accountants  as necessary  and may find a need to engage
additional full-time employees as necessary.

RISK FACTORS

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


                                       6
<PAGE>

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

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

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

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

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


                                       7
<PAGE>

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

     Dependence upon Management. The Company currently has only one individ- ual
who is  serving  as its  officer  and  director.  The  Company  will be  heavily
dependent  upon his skills,  talents,  and  abilities to implement  its business
plan.

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

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

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

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

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

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


                                       8
<PAGE>

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


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

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


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

     The Company is not currently a party to any pending legal proceedings,  nor
is its property subject to such proceedings as of September 9, 2008.


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

     None in fiscal year.


                                     PART II


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

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


                                           HIGH         LOW

Year Ended May 31, 2008
-----------------------

First Quarter                             $0.055        $0.024
Second Quarter                            $0.030        $0.011
Third Quarter                             $0.015        $0.004
Fourth Quarter                            $0.005        $0.003


Year Ended May 31, 2007
-----------------------

First Quarter                             $0.06        $0.05
Second Quarter                            $0.03        $0.02
Third Quarter                             $0.03        $0.03
Fourth Quarter                            $0.04        $0.04



                                        9
<PAGE>

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


NUMBER OF HOLDERS

     As of May 31, 2008,  there were 110 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,  2008,  there  were  59,975,833  shares of common  stock
outstanding on record with the Company's  stock transfer  agent,  Holladay Stock
Transfer, Inc.


DIVIDENDS

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


SALES OF UNREGISTERED SECURITIES

     Subsequent to the periods  covered by this report,  we issued shares of our
common stock without  registering  those  securities under the Securities Act of
1933,  as  amended  ("Securities  Act").  Effective  June 30,  2008,  we  issued
36,585,957  shares of common  stock to The  Regency  Group LLC  pursuant  to the
conversion of outstanding principal and interest aggregating $128,051.

     In each case, we relied on exemptions provided under the Securities Act. We
took steps to see that the investors had available the same type of  information
that would be included in a registration  statement.  Finally,  each certificate
representing  shares issued  pursuant to those  exemptions has been inscribed by
the restricted legend required by Rule 144.


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

Forward-Looking Statements

This  report  contains   forward-looking   statements  that  involve  risks  and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the Risk  Factors  section  included in this Annual  Report on Form
10-KSB.

Plan of Operation

The Company, through its wholly-owned subsidiary,  holds the exclusive worldwide
license to a 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 tumor marker "p65" is believed
to be a protein  required  in the early  development  of  numerous  cancers  and
appears from early  research to provide a strong  indication  of tumor growth in
both canines and humans.  It also appears to have a direct  correlation to tumor
size/mass  making it a promising  marker for both early  detection  of malignant
tumor  formation as well as a useful tool for monitoring  therapy and remission.
We plan to  develop  an  immunological  test as well as a  molecular  assay  for
detection of cancer in canines.  We also plan to develop both  immunological and
molecular tests for detection of human cancers as well as therapeutic treatments
and vaccines.

We contract  with third party  research  organizations  to conduct our  research
activities.   During  June  2007,  we  entered  into  an  Assay  Revalidation  /
Redevelopment  Proposal with Future Focus, an independent testing  organization.
The project calls for third party validation of the research  results  presented
in the final report from the  University of Texas Health  Science  Center at San
Antonio  ("UTHSCSA")  and  technology  transfer of the current  assay plus assay
reformatting  and sample  analysis.  On August 15, 2007,  we announced  that the
researchers had been unable to replicate the results obtained at UTHSCSA.

                                       10

<PAGE>

As a result of the revalidation  results,  we are reviewing our planned research
activities for the development of an immunological canine cancer detection test.
We also continue to evaluate various options for  commercialization of products;
however,  it is  not  anticipated  that  we  will  generate  any  revenues  from
commercialization of our technology during the next twelve months.

Liquidity and Capital Resources

At of May 31, 2008,  our working  capital  deficit of $669,558 was  comprised of
total current  assets of $50 consisting of cash and cash  equivalents  and total
current liabilities of $669,608. This represents a decline in working capital of
$198,383  compared to the  deficit of $471,175 at fiscal year end May 31,  2007.
During the year ended May 31, 2008, we consumed working capital while we pursued
our business plan.

Management does not believe that the Company's current capital resources will be
sufficient to fund its operating  activity and other  capital  resource  demands
during  fiscal  year  2009.  Our  ability  to  continue  as a going  concern  is
contingent  upon our  ability to obtain  capital  through  the sale of equity or
issuance of debt,  joint  venture or sale of assets,  and  ultimately  attaining
profitable  operations.   There  is  no  assurance  that  we  will  be  able  to
successfully complete any one of these activities.

The report of our  registered  independent  public  accountants on our financial
statements  at May 31,  2008  contains  a  qualification  about our  ability  to
continue  as a  going  concern.  This  qualification  is  based  on our  lack of
operating revenue and limited working capital, among other things.

We are  presently  seeking  additional  debt and  equity  financing  to  provide
sufficient funds for payment of amounts due under research  contracts as well as
accrued but unpaid  professional  fees and  administrative  expenses and to fund
ongoing research and operations.

We have never received revenue from our operations.  We have historically relied
on equity and debt financings to fund our capital resource requirements. We have
experienced  net  losses  since  inception.  We do  not  believe  that  we are a
candidate for conventional  debt financing and we have not made  arrangements to
borrow  funds under a working  capital  line of credit.  We will be dependent on
additional financing to continue our research and development efforts.

All of our investment in research and development  activities has been expensed,
and does not appear as an asset on our balance sheet.  From inception to May 31,
2008,  we have  spent  $937,601  on our  research  and  development  efforts  to
commercialize the "p65" technology.

All of our capital  resources to date have been provided through the sale of our
equity securities,  proceeds from notes payable and convertible debentures,  and
advances  from related  parties.  From  inception  to May 31, 2008,  we received
$475,100  in cash  through  issuance  of our  common  stock.  Since  we have not
generated  any cash  from  operations,  we have  relied  on sale of  equity  and
borrowings to fund all of our capital needs.

Our ability to pay accounts payable and accrued expenses and repay borrowings is
dependent upon receipt of new funding from related parties,  private  placements
or debt financing.  Certain related parties have periodically  advanced funds to
us to meet  our  working  capital  needs.  The  related  parties  are  under  no
obligation to continue these  advances.  During the year ended May 31, 2008, the
related parties advanced $15,000 to us. These funds are due on demand and do not
accrue interest.

Net cash used in operating  activities was $45,257 during the year ended May 31,
2008,  compared to $107,522 during 2007.  During the year ended May 31, 2008, we
incurred a net loss of $311,983, which included $126,200 in amortization expense
as a result of the debt discount.  During the year ended May 31, 2008,  accounts
payable and accrued  expenses  increased by $140,526.  During the year ended May
31, 2007,  we incurred a net loss of $205,721,  which  included  $2,400 in stock
compensation  expense  and  $8,400 in  amortization  expense as a result of debt
discount.  During the year ended May 31,  2007,  accounts  payable  and  accrued
expenses  increased  by  $87,399.  Historically,  we have  reported  significant
fluctuations  in cash usage,  as the timing of our cash  payments  is  typically
dependent upon cash provided by financing activities.

During the years ended May 31, 2008 and 2007, the Company did not receive or use
funds in its investing activities.

Net cash  provided by financing  activities  during the year ended May 31, 2008,
was $20,600,  compared to $113,000  during 2007. We received  proceeds of $5,600
from a convertible bridge loan from The Regency Group LLC (Regency Group) during
the year ended May 31, 2008. We also received  advances from related  parties of
$15,000 during fiscal year 2008.  During the year ended May 31, 2007 we received
loan  proceeds of $8,000 from  Regency  Group and we also  received  proceeds of
$30,000 from the sale of  convertible  debt,  Also during 2007 we received  cash
proceeds of $75,000 from the issuance of 2,250,000 shares of common stock.

                                       11

<PAGE>

During the year ended May 31,  2008,  we modified  the terms and  conditions  of
previous  borrowings from Regency Group. As we were unable to retire the debt as
of the  maturity  dates,  we  negotiated  an  extension  of the  due  dates.  As
additional  consideration  for the  extensions,  all of the Regency  Group notes
payable were amended to include  conversion  terms that allow all or part of the
borrowings to be converted into common stock of the Company at a rate of $0.0035
per share.  Effective  June 30, 2008,  Regency Group  converted the  outstanding
balances into 36,585,957 shares of common stock.

Results of  Operations - Year Ended May 31, 2008  Compared to the Year Ended May
31, 2007

We are considered a development stage company for accounting purposes,  since we
have not received any revenues  from  operations.  We are unable to predict with
any degree of  accuracy  when that  situation  will  change.  We expect to incur
losses until such time, if ever, as we begin generating revenue from operations.

For the year ended May 31, 2008, we recorded a net loss of $(311,983) or $(0.01)
per share,  compared to a 2007 net loss of $(205,721)  or $(0.00) per share,  an
increased loss of $106,262.  During the year ended May 31, 2008, we restructured
our debt such that we  recognized  additional  interest  expense,  as  discussed
below.

Research and  development  costs  decreased by $8,600 to $28,065 during the year
ended May 31, 2008,  compared to $36,665  incurred during the year ended May 31,
2007.  The costs  incurred  during  2008  represent  third party  testing  costs
incurred to revalidate the results of the research report from UTHSCSA.  Our use
of third party  research and testing  partners can result in  variations  in the
expenses reported in each period.

General and administrative expenses decreased by $4,699 to $149,741 for the year
ended May 31, 2008,  compared to $154,440 during 2007. The primary components of
general  and   administrative   expense  are  costs  accrued  for  compensation,
professional  fees  associated  with our  status  as a public  company,  and the
premium costs of directors  and officers  insurance.  There were no  significant
changes in the nature of these activities in 2008 compared to 2007.

Interest  expense,  including the  amortization  of debt discount,  increased to
$134,177  for the year ended May 31,  2008  compared  to $14,616  for 2007.  The
increase of $119,561  includes the  amortization of debt discount related to the
beneficial  conversion  feature included in the  restructuring of the borrowings
from Regency Group. In the debt  restructuring,  we granted conversion rights at
$0.0035  per  share.  For  accounting  purposes,  the  value of the  rights  was
calculated and additional interest expense was recorded to recognize that value.
The  additional  interest  expense  is a  non-cash  item and does not affect our
liquidity.


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

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


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

        None



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

Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.


                                       12

<PAGE>

As required by SEC Rule 15d-15(b), our Chief Executive Officer ("CEO") and Chief
Financial  Officer ("CFO") carried out an evaluation of the effectiveness of the
design and  operation  of our  disclosure  controls and  procedures  pursuant to
Exchange Act Rule 15d-14 as of the end of the period covered by this report.  As
a result of this  evaluation,  we  concluded  that our  disclosure  controls and
procedures were not effective at May 31, 2008.

Our  disclosure  controls  and  procedures  failed to detect the  omission  of a
required report in our filing as of May 31, 2008.

We have implemented steps to strengthen our disclosure  controls and procedures,
to evaluate and to remedy deficiencies,  and to test the controls and procedures
on a periodic basis.  Our CEO and CFO has modified his review process to capture
recent and pending changes in disclosure requirements.  The Company's small size
renders it impractical to assign disclosure control duties to a staff person. As
a compensating  control, we will increase our use of outside advisors to improve
the effectiveness of our disclosure controls and procedures.

ITEM 8A(T).  Controls and Procedures
--------------------------------------------------------------------------------

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  for the  company in  accordance  with Rules
13a-15(f) and  15d-15(f)  under the Exchange  Act. Our  management  conducted an
evaluation of the  effectiveness  of internal  control over financial  reporting
based on the framework in Internal Controls - Integrated Framework issued by the
Committee of Sponsoring  Organizations of the Treadway Commission.  Our internal
control over  financial  reporting is designed to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting principles,  and that the Company's
          receipts  and  expenditures  are being  made only in  accordance  with
          authorizations of the Company's management and directors; and

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  Company's
          assets that could have a material  effect on the  Company's  financial
          statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

With the  participation of our CEO and CFO, the Company  performed an assessment
of the effectiveness of its internal control over financial  reporting as of the
year ended May 31, 2008. Based on the evaluation,  management concluded that our
internal control over financial reporting was effective as of May 31, 2008.


                                       13

<PAGE>

This  annual  report  does not include an  attestation  report of the  Company's
independent  registered public  accounting firm regarding  internal control over
financial  reporting.  Management's report was not subject to attestation by the
Company's  registered  public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only  management's  report in this annual
report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended May 31,  2008,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


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

     Subsequent to May 31, 2008,  the Company  received  cash advances  totaling
$22,500  from a  stockholder  to cover  operating  expenses.  The  advances  are
non-interest bearing and are due upon demand.

     Subsequent to May 31, 2008,  the Company  received a cash advance  totaling
$6,250  from a  related  party to  cover  operating  expenses.  The  advance  is
non-interest bearing and is due upon demand.

     Effective June 30, 2008, Regency Group converted  principal of $113,600 and
accrued interest of $14,451 into 36,585,957 shares of common stock.

     On July 25,  2008,  stockholders  holding a majority of shares  entitled to
vote  authorized a reverse  stock split of our  outstanding  common stock in the
range of from 1:10 to 1:20 (or more plainly stated, the range would be as low as
from one new share to be exchanged for ten existing shares to as high as one new
share to be exchanged  for twenty  existing  shares),  as determined in the sole
discretion  of the Board of  Directors.  Our Board will have the  discretion  to
elect,  as it  determines  to be in the best  interests  of our  Company and our
stockholders, to affect the reverse split at any exchange ratio within the range
at any time before our 2008 annual stockholder meeting.

     Similarly,  stockholders  holding a majority of shares authorized the Board
to change the Company's name to Cancer Detection Corporation.


                                    PART III

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

         The following table lists the executive offices and directors of the
Company as of May 31, 2008:


     NAME           Age          POSITION HELD                TENURE

David Kittrell      56     President, CEO, CFO, Director    Since February 2005

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

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

                                       14

<PAGE>

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.


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.

                                       15

<PAGE>

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

DIRECTOR COMPENSATION

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

<TABLE>
<CAPTION>

                             SUMMARY COMPENSATION TABLE OF DIRECTORS

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

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


EXECUTIVE OFFICER COMPENSATION

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

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


<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES

--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
<S>                         <C>       <C>          <C>             <C>                  <C>              <C>
Name & Principal Position   Fiscal    Annual       Annual Bonus    Awards Other         Restricted       Securities
                            Year      Salary ($)   ($)             Annual               Stock Award(s)   Underlying
                                                                   Compensation ($)     ($)              Options/ SARS
                                                                                                         (#)
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
David Kittrell, President     2006        $96,000(1)     0                  0                  0                0
                              2007        $96,000(1)     0                  0                  0                0
                              2008        $96,000(1)     0                  0                  0                0
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
</TABLE>

(1) Amounts accrued  pursuant to employment  agreement.  No amounts were paid to
Mr. Kittrell in any year.

Option/SAR Grants Table (None)

                                       16

<PAGE>

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

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


WARRANTS

     The  following  table sets  forth  information  with  respect to options to
purchase  common stock of the Company  granted  during fiscal year ended May 31,
2008.

<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.



                                       17
<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, 2008.  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                   14.8
10965 Elizabeth Drive
Conifer, CO  80433

The Regency Group, LLC.             36,585,957                   37.89%

James Coutris                       5,900,375                    6.11
1210 Bassett Road
Westlake, OH  44145


All directors and executive
officers as a group (2 persons)     14,300,000                   14.8


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


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

        None

                                     PART IV


ITEM 13. EXHIBITS
-----------------

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 2008 and 2007.  All services of the  independent  registered  auditing firm
reflected below were approved by the Board.

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


                                       18

<PAGE>

     The  following  table sets forth fees paid to (or accrued to) Stark  Winter
Schenkein & Co., LLP for the years ended May 31, 2008 and 2007.

                                        2008            2007
                                     ----------      ----------
        Audit Fees                      $21,738         $16,950
        Audit Related Fees                    0           2,250
        Tax Fees                              0               0
        All Other Fees                        0               0
                                     ----------      -----------
        Total Fees                      $21,738         $19,200
                                     ==========      ============


                                      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




                                       19
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Directors
Xpention Genetics, Inc.

We have audited the accompanying  balance sheets of Xpention  Genetics,  Inc. (a
development  stage  company)  as of May 31,  2008  and  2007,  and  the  related
statements of operations,  stockholders' (deficit), and cash flows for the years
then ended,  and for the period from  October  13, 2004  (inception)  to May 31,
2008.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  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,  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, 2008 and 2007, and the results of its
operations, and its cash flows for the years then ended, and for the period from
October 13, 2004  (inception)  to May 31, 2008,  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 2 to the
financial statements,  the Company has suffered recurring losses from operations
and  has  working  capital  and  stockholders'  deficits.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado
September 4, 2008

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           as of May 31, 2008 and 2007


                                                                                         2008                 2007
                                                                                   -----------------    -----------------
<S>                                                                                <C>                  <C>

                                            ASSETS

Current assets
     Cash and cash equivalents                                                                 $ 50             $ 24,707
                                                                                   -----------------    -----------------
            Total assets                                                                       $ 50             $ 24,707
                                                                                   =================    =================


                           LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
     Accounts payable and accrued expenses                                                $ 149,664            $ 113,115
     Accrued compensation                                                                   344,000              248,000
     Accrued interest                                                                        17,344                9,367
     Advances from related parties                                                           15,000                    -
     Notes payable, related party                                                           113,600              108,000
     Convertible debt, net of discount                                                       30,000               17,400
                                                                                   -----------------    -----------------
            Total current liabilities                                                       669,608              495,882
                                                                                   -----------------    -----------------

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,
         59,975,833 shares issued and outstanding                                            59,976               59,976
     Additional paid-in capital                                                             921,124              807,524
     (Deficit) accumulated during the development stage                                  (1,650,658)          (1,338,675)
                                                                                   -----------------    -----------------
            Total stockholders' (deficit)                                                  (669,558)            (471,175)
                                                                                   -----------------    -----------------
            Total liabilities and stockholders' (deficit)                                      $ 50             $ 24,707
                                                                                   =================    =================


 The accompanying notes are an integral part of these consolidated financial statements.
                                      F-2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                           for the years ended May 31, 2008 and 2007,
              and for the period from Inception (October 13, 2004) to May 31, 2008


                                                                                                        October 13, 2004
                                                                                                         (Inception) to
                                                           2008                     2007                  May 31, 2008
                                                   ---------------------    ----------------------    ----------------------
<S>                                                <C>                      <C>                       <C>

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

Expenses
    Research and development                                     28,065                    36,665                   937,601
 General and administrative                                     149,741                   154,440                   556,113
                                                   ---------------------    ----------------------    ----------------------
        Total expenses                                          177,806                   191,105                 1,493,714
                                                   ---------------------    ----------------------    ----------------------

Operating (loss)                                               (177,806)                 (191,105)               (1,493,714)
                                                   ---------------------    ----------------------    ----------------------

Other (expense)
 Interest expense                                                (7,977)                   (6,216)                  (22,344)
    Amortization of debt discount                              (126,200)                   (8,400)                 (134,600)
                                                   ---------------------    ----------------------    ----------------------
           Total other (expense)                               (134,177)                  (14,616)                 (156,944)
                                                   ---------------------    ----------------------    ----------------------


Net (loss)                                                   $ (311,983)               $ (205,721)             $ (1,650,658)
                                                   =====================    ======================    ======================

Basic and diluted:
  (Loss) per share                                              $ (0.01)                  $ (0.00)                  $ (0.03)
                                                   =====================    ======================    ======================

  Weighted average shares outstanding                        59,975,833                57,852,408                53,182,698
                                                   =====================    ======================    ======================




             The accompanying notes are an integral part of these consolidated financial statements.

                                              F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                for the period from Inception (October 13, 2004) to May 31, 2008


                                                                                                (Deficit)
                                                                                               Accumulated
                                            Number of       Par Value of      Additional       During the
                                             Common            Common           Paid in        Development
                                             Shares            Shares           Capital           Stage            Total
                                          --------------    --------------   --------------   --------------   ---------------
<S>                                       <C>               <C>              <C>              <C>              <C>

October 13, 2004 (Inception)                          -               $ -              $ -              $ -               $ -

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

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

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

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

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

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

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

Balance, May 31, 2006                        57,625,833            57,626          711,474       (1,132,954)         (363,854)

Common stock issued for services                100,000               100            2,300                -             2,400

Beneficial conversion on debt                         -                 -           21,000                -            21,000

Common stock issued for cash                  2,250,000             2,250           72,750                -            75,000

Net (loss)                                            -                 -                -         (205,721)         (205,721)
                                          ------------------------------------------------------------------------------------

Balance, May 31, 2007                        59,975,833            59,976          807,524       (1,338,675)         (471,175)

Beneficial conversion on debt                         -                 -          113,600                -           113,600

Net (loss)                                            -                 -                -         (311,983)         (311,983)
                                          ------------------------------------------------------------------------------------

Balance, May 31, 2008                        59,975,833          $ 59,976        $ 921,124      $(1,650,658)       $ (669,558)
                                          ====================================================================================




         The accompanying notes are an integral part of these consolidated financial statements.
                                              F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     XPENTION GENETICS, INC.
                                  (A Development Stage Company)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           for the years ended May 31, 2008 and 2007,
              and for the period from inception (October 13, 2004) to May 31, 2008

                                                                                                   October 13, 2004
                                                                                                    (Inception) to
                                                              2008                 2007              May 31, 2008
                                                        -----------------    -----------------    -------------------
<S>                                                     <C>                  <C>                  <C>

Cash flows from operating activities:
      Net (loss)                                              $ (311,983)          $ (205,721)          $ (1,650,658)
                                                        -----------------    -----------------    -------------------
      Adjustments to reconcile net (loss) to
                net cash (used in) operating
                activities:
           Stock based compensation                                    -                2,400                371,400
           Amortization of debt discount                         126,200                8,400                134,600
      Changes in operating assets and liabilities:
           Accounts payable and accrued expenses                 140,526               87,399                511,008
                                                        -----------------    -----------------    -------------------
      Total adjustments                                          266,726               98,199              1,017,008
                                                        -----------------    -----------------    -------------------

           Cash flows (used in) operating activities             (45,257)            (107,522)              (633,650)
                                                        -----------------    -----------------    -------------------

Cash flows from investing activities:
                                                        -----------------    -----------------    -------------------
           Cash flows (used in) investing activities                   -                    -                      -
                                                        -----------------    -----------------    -------------------

Cash flows from financing activities:
      Proceeds from note payable                                   5,600                8,000                113,600
      Proceeds from convertible debt                                   -               30,000                 30,000
      Advances from related parties, net                          15,000                    -                 15,000
      Proceeds from issuance of common stock                           -               75,000                475,100
                                                        -------------------------------------------------------------
           Cash flows provided by financing activities            20,600              113,000                633,700
                                                        -------------------------------------------------------------

Net (decrease) increase in cash and equivalents                  (24,657)               5,478                     50

Cash and cash equivalents, beginning of period                    24,707               19,229                      -
                                                        -------------------------------------------------------------

Cash and cash equivalents, end of period                            $ 50             $ 24,707                   $ 50
                                                        =============================================================


Supplemental cash flow information:

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

        Interest paid (returned)                                     $ -             $ (1,493)               $ 5,000
                                                        =============================================================







         The accompanying notes are an integral part of these consolidated financial statements.

                                              F-5
</TABLE>


<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007


NOTE  1.  ORGANIZATION,  BASIS  OF  PRESENTATION,  AND  SUMMARY  OF  SIGNIFICANT
ACCOUNTING POLICIES

Organization

Xpention  Genetics,  Inc. (the "Company") is a Nevada  corporation that resulted
from the business  combination  between Xpention,  Inc. and Bayview  Corporation
that occurred in March, 2005. For accounting purposes, the date of inception for
the Company is October 13, 2004, the date that Xpention,  Inc. was incorporated.
The Company has been in the  development  stage since its  formation and has not
yet  realized  any revenues  from its planned  operations.  It is engaged in the
biotechnology  industry to develop both  immunological  and molecular  tests for
cancer detection in animals and humans as well as therapeutic vaccines and other
treatment  methods for both canine and human cancers.  The Company's fiscal year
ends on May 31st.

Basis of Presentation

Xpention  Genetics,  Inc.  represents  the  result of a merger  between  Bayview
Corporation  ("Bayview"),  a public  company,  and  Xpention,  Inc.,  a  private
company. During March 2005, Bayview issued 14,300,000 shares of its common stock
to the sole shareholder of Xpention,  Inc. in exchange for all of the issued and
outstanding common shares of Xpention, Inc. pursuant to an Agreement and Plan of
Reorganization  (the  "Merger").  In addition,  concurrent  with the exchange of
shares, Bayview changed its name to Xpention Genetics, Inc.

For  accounting  purposes,  this  acquisition  of Xpention,  Inc. by Bayview,  a
non-operating  entity,  represents a reverse  acquisition  under which Xpention,
Inc. is  recognized as the  accounting  acquirer.  In substance,  the Merger was
recorded as a capital transaction by the issuance of 42,542,500 shares of common
stock by the  Company  for all of the issued and  outstanding  common  shares of
Bayview. No goodwill or other intangible assets were recorded and the historical
financial  statements  as of and prior to the  acquisition  date  represent  the
operations of Xpention, Inc.

Xpention,  Inc. (a wholly-owned  subsidiary of the Company) was  incorporated in
the State of Colorado on October 13, 2004. Since its inception,  Xpention,  Inc.
has participated in the biotechnology industry to develop both immunological and
molecular  tests  for  cancer  detection  in  animals  and  humans  as  well  as
therapeutic  vaccines  and other  treatment  methods  for both  canine and human
cancers.

Bayview was  incorporated  in the State of Nevada,  on September  5, 2002.  From
inception  until  February  28,  2005,  Bayview  was  primarily  engaged  in the
acquisition and exploration of mining  properties,  but had ceased operations by
February  28, 2005.  As of the date of the Merger,  Bayview had no assets and no
operations and has been treated as the acquired company for accounting purposes.

                                      F-6

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

Development Stage Company

The Company presents its financial  statements in conformity with the accounting
principles  generally  accepted  in the United  States of America  that apply to
enterprises  that are  establishing  their  operations.  As a development  stage
enterprise, the Company must utilize accounting principles consistent with those
required of an  established  enterprise,  and, in  addition,  must  disclose the
deficit  accumulated during the development stage and the cumulative  statements
of  operations  and cash flows from  commencement  of  development  stage to the
current balance sheet date.

Basis of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiary,   Xpention,  Inc.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

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 a periodic 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 cash in banks,  deposits in transit, and all highly liquid
investments  purchased  with an original  maturity of three months or less to be
cash equivalents.

Per Share Amounts

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.

Income Taxes

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes".  Temporary  differences are differences  between the tax basis of assets
and liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years.

                                      F-7

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

In accordance with FIN 48 (effective June 1, 2007) which clarifies SFAS 109, the
Company  recognizes in its financial  statements  the impact of any tax position
that  more  than  likely  will be  sustained  in an  examination,  based  on the
technical merits of the position.

Research and Development

Research and  development  costs are charged to operations when incurred and are
included in  operating  expenses.  The expenses for the years ended May 31, 2008
and 2007 were $28,065 and $36,665, respectively.

Beneficial Conversion Feature of Debt

In accordance with Emerging Issues Task Force ("EITF") No. 98-5  "Accounting for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion Ratios" ("EITF 98-5"), and EITF No. 00-27 "Application of
Issue No. 98-5 to Certain Convertible  Instruments" ("EITF 00-27"),  the Company
recognizes  the  value  of  conversion   rights  attached  to  convertible  debt
instruments.  These  rights  give the  holders  the  ability to convert the debt
instruments  into shares of common stock at a price per share that was less than
the trading price to the public on the day the loan was made to the Company. The
beneficial  value is  calculated  based on the market  price of the stock at the
commitment  date in excess of the conversion rate of the debt and is recorded as
a discount to the related  debt and an addition to  additional  paid in capital.
The discount is amortized and recorded as interest  expense over the life of the
related debt. The aggregate amounts  recognized as amortization of debt discount
for  the  years  ended  May  31,  2008  and  2007  were   $126,200  and  $8,400,
respectively.

Revenue Recognition

Revenue from  product  sales will be  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,  this  will be when  title  passes on the date of  shipment.  Cost of
products sold will consist of the cost of raw materials and labor related to the
corresponding sales transaction. When a right of return exists, the Company will
defer revenues until the right of return expires.  Revenue from services will be
recognized when service is completed.

Fair Value of Financial Instruments

SFAS 107,  "Disclosures  About Fair Value of  Financial  Instruments,"  requires
disclosure of fair value information about financial instruments.  SFAS No. 157,
"Fair Value Measurements" (SFAS 157) defines fair value, establishes a framework
for  measuring  fair value in  generally  accepted  accounting  principles,  and
expands  disclosures  about  fair  value  measurements.   Fair  value  estimates
discussed  herein  are based  upon  certain  market  assumptions  and  pertinent
information available to management as of May 31, 2008.

The respective carrying value of certain on-balance-sheet  financial instruments
approximate  their  fair  values.  These  financial  instruments  include  cash,
accounts  payable and accrued  expenses,  advances from related  parties,  notes

                                      F-8

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

payable,  and convertible debt. Fair values were assumed to approximate carrying
values for these financial  instruments  since they are short term in nature and
their carrying amounts approximate fair value, or they are receivable or payable
on demand.

Impairment of Long Lived Assets

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

Segment Information

The Company  follows 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.

Stock Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

Effective March 1, 2006, the Company  implemented the provisions of SFAS 123(R),
"Share Based Payment,"  requiring the Company to provide  compensation costs for
the Company's  stock option plans  determined in accordance  with the fair value
based method prescribed in SFAS 123, as revised.  The Company estimates the fair
value  of each  stock  option  at the  grant  date by  using  the  Black-Scholes
option-pricing  model and  provides  for  expense  recognition  over the service
period, if any, of the stock option.

Prior to March  1,  2006,  the  Company  applied  the  provisions  of SFAS  123,
"Accounting for Stock-Based  Compensation,"  which allowed companies to continue
to follow the intrinsic  value method set forth in Accounting  Principles  Board
Opinion 25,  "Accounting for Stock Issued to Employees"  ("APB 25") but disclose
the pro forma  effects  on net income  (loss) had the fair value of the  options
been expensed.

Recent Accounting Pronouncements

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial Liabilities ("SFAS 159"). Under this standard, an
entity is required to provide additional  information that will assist investors
and other users of financial information to more easily understand the effect of

                                      F-9

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

the company's choice to use fair value on its earnings.  Further,  the entity is
required to display the fair value of those assets and liabilities for which the
company  has chosen to use fair  value on the face of the  balance  sheet.  This
standard  does not  eliminate  the  disclosure  requirements  about  fair  value
measurements included in SFAS 157 and SFAS No. 107, Disclosures about Fair Value
of Financial  Instruments.  SFAS 159 is effective for our fiscal year  beginning
June 1,  2008.  SFAS 159 is not  expected  to have a  significant  impact on our
financial statements.

In  December  2007 the  FASB  issued  SFAS  No.  141  (revised  2007),  Business
Combinations   ("SFAS  141R").   This  statement  replaces  SFAS  141,  Business
Combinations.  The statement  provides guidance for how the acquirer  recognizes
and measures  the  identifiable  assets  acquired,  liabilities  assumed and any
non-controlling  interest  in the  acquiree.  SFAS  141R  provides  for  how the
acquirer   recognizes  and  measures  the  goodwill  acquired  in  the  business
combination or a gain from a bargain  purchase.  The statement  determines  what
information  to disclose to enable  users to be able to evaluate  the nature and
financial effects of the business combination.  The provisions of SFAS 141R will
be effective for our fiscal year  beginning  June 1, 2009 and do not allow early
adoption.  Management  is  currently  evaluating  the  impact of  adopting  this
statement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements  (SFAS 160), which will be effective for our
fiscal year beginning  June 1, 2009.  This standard  establishes  accounting and
reporting  standards for  ownership  interests in  subsidiaries  held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the  noncontrolling  interest,  changes  in a  parent's  ownership
interest and the valuation of retained non-controlling equity investments when a
subsidiary  is   deconsolidated.   The  Statement  also  establishes   reporting
requirements  that provide  sufficient  disclosures  that  clearly  identify and
distinguish  between  the  interests  of the  parent  and the  interests  of the
non-controlling  owners.  Management  is  currently  evaluating  the  impact  of
adopting this statement.

In February 2008,  FASB Staff Position (FSP) FSP No. 157-2,  "Effective  Date of
FASB  Statement  No. 157" (FSP No.  157-2) was issued.  FSP No. 157-2 defers the
effective  date of SFAS No. 157 to fiscal  years  beginning  after  December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities,  except those that are recognized or disclosed at fair value in
the financial  statements on a recurring basis (at least annually).  Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities  initially measured at fair value in a business combination (but not
measured at fair value in subsequent  periods),  and long-lived assets,  such as
property,  plant and equipment and intangible  assets measured at fair value for
an impairment  assessment under SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived  Assets." The partial adoption of SFAS No. 157 on January
1, 2008 with respect to financial assets and financial liabilities recognized or
disclosed at fair value in the financial statements on a recurring basis did not
have a material effect on the Company's consolidated  financial statements.  The
Company is currently  assessing the impact,  if any, of SFAS No. 157 relating to
its planned June 1, 2009 adoption of the remainder of the standard.

                                      F-10

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments  and Hedging  Activities - an Amendment  of FASB  Statement  No. 133
(SFAS 161), which becomes  effective on November 15, 2008. This standard changes
the disclosure  requirements for derivative  instruments and hedging activities.
Entities are required to provide enhanced  disclosures  about (a) how and why an
entity uses derivative  instruments,  (b) how derivative instruments and related
hedged items are accounted  for under SFAS 133 and its related  interpretations,
and (c) how derivative  instruments  and related hedged items affect an entity's
financial  position,  financial  performance,  and  cash  flows.  Management  is
currently evaluating the impact of adopting this statement.

In  April  2008,   the  FASB  issued  FASB  Staff   Position  (FSP)  FSP  142-3,
"Determination  of the Useful Life of  Intangible  Assets."  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under FASB
Statement No. 142,  "Goodwill and Other  Intangible  Assets." The intent of this
FSP is to  improve  the  consistency  between  the useful  life of a  recognized
intangible  asset under Statement 142 and the period of expected cash flows used
to measure the fair value of the asset  under FASB  Statement  No. 141  (Revised
2007),  "Business  Combinations," and other U.S.  generally accepted  accounting
principles  (GAAP).  This FSP is effective for financial  statements  issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal  years.  Early  adoption is  prohibited.  The Company does not expect the
adoption of FAS 142-3 to have a material effect on its results of operations and
financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "Accounting
for  Convertible  Debt  Instruments  That May Be Settled in Cash upon Conversion
(Including  Partial Cash  Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company in the first  quarter of fiscal  2009.
The  Company  does not  expect the  adoption  of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In May 2008,  the FASB issued SFAS No. 162, The Hierarchy of Generally  Accepted
Accounting  Principles (SFAS 162), which becomes  effective upon approval by the
SEC. This standard sets forth the sources of accounting  principles and provides
entities with a framework for selecting the principles  used in the  preparation
of financial  statements  that are presented in conformity  with GAAP. It is not
expected to change any of our current  accounting  principles  or practices  and
therefore,  is  not  expected  to  have  a  material  impact  on  our  financial
statements.

There were various other accounting standards and interpretations  issued during
2008 and 2007,  none of which are  expected  to a have a material  impact on the
Company's financial position, operations or cash flows.

                                      F-11

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

NOTE 2.  GOING CONCERN

The  accompanying  consolidated  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 is in its development stage and has not yet generated  revenues from
operations.  It 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,  2008,  the  Company  incurred a net loss of
$311,983,  and has incurred a cumulative net loss since inception of $1,650,658.
At May 31, 2008,  the Company had a working  capital  deficit and  stockholders'
deficit of $669,558.  These conditions raise substantial doubt about the ability
of the Company to continue as a going concern.

Management does not believe that the Company's current capital resources will be
sufficient to fund its operating  activity and other  capital  resource  demands
during  fiscal year 2009 and is  currently  seeking  additional  resources.  The
Company's  ability to continue as a going concern is contingent upon its ability
to obtain capital through the sale of equity or issuance of debt,  joint venture
or sale of its assets, and ultimately attaining profitable operations.

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 3.  NOTES PAYABLE, RELATED PARTY

In November  2004,  an  unrelated  third party lent the Company  $100,000 to pay
operating  expenses  pursuant  to a note.  This note was  originally  due on the
earlier  of (i) the  Company  successfully  receiving  financing  in  excess  of
$1,000,000; or (ii) November 12, 2005. The due date was subsequently extended to
December 31, 2006.

During 2006, the note was acquired by The Regency Group,  LLC ("Regency  Group")
and additional  funds totaling  $8,000 were advanced under the terms of a bridge
loan  payable on October 9, 2007 or an earlier date if financing of $500,000 was
obtained.

In October 2007,  additional  funds totaling $5,600 were advanced to the Company
by Regency  Group under the terms of a  convertible  bridge loan.  As additional
consideration, the terms of the two earlier borrowings were modified to coincide
with the terms and  conditions  of the new  borrowing.  The loan was  originally
payable on December 1, 2007 or an earlier date if financing  of  $1,000,000  was
obtained.  The  due  dates  of all the  notes  payable  to  Regency  Group  were
subsequently  extended to January 31, 2008, and then again to April 30, 2008. In
connection  with the  extension  of due dates,  all of the loans were amended to
include  conversion  terms  that  allow  all or  part  of the  borrowings  to be
converted into common stock of the Company at a rate of $0.0035 per share.

Effective  June 30,  2008,  Regency  Group  converted  principal of $113,600 and
accrued interest of $14,451 into 36,585,957 shares of common stock.

                                      F-12

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

The Company is required to recognize the value of conversion  rights attached to
the notes  payable.  These  rights  give the  holders the ability to convert the
notes payable into shares of common stock at a price less than the quoted market
value of the common  stock.  For  accounting  purposes,  the  Company  allocated
$113,600  to the  value  of  the  beneficial  conversion  feature  based  on its
intrinsic  value and recorded  that amount as a debt discount and an addition to
paid in capital.  The debt discount was recorded as interest expense at the date
the  conversion  feature became  effective.  Accordingly,  the Company  recorded
$113,600 of interest expense related to the beneficial conversion feature during
the year ended May 31, 2008.

Interest on all these notes  accrues at the rate of 5% per annum and  aggregated
$5,577  during the year ended May 31, 2008 and $5,256  during the year ended May
31, 2007.

NOTE 4.  CONVERTIBLE DEBT

Effective  January 5, 2007,  the Company  issued  convertible  debentures in the
aggregate  principal  amount of $30,000.  The debentures bear interest at 8% per
annum and were originally due on January 5, 2008. The due date was  subsequently
extended,  as discussed below.  The debenture  holders may convert the principal
and accrued  interest  into the  Company's  common  stock at a rate of $0.01 per
share. Regency Group holds $15,000 of the convertible debt.

In  accordance  with EITFs No.  98-5 and No.  00-27,  the Company is required to
recognize the value of conversion rights attached to the convertible debentures.
These rights give the holders the ability to convert the convertible  debentures
into shares of common  stock at a price of $0.01 per share,  which was less than
the quoted  market  value of the  common  stock on January 5, 2007 of $0.017 per
share.  When the debt was issued,  the Company allocated $21,000 to the value of
the beneficial conversion feature based on its intrinsic value and recorded that
amount as a debt discount and an addition to paid-in capital.  The debt discount
has been amortized as interest expense over the one year life of the debentures.
During the years ended May 31, 2008 and 2007, respectively, the Company recorded
$12,600 and $8,400 of amortization expense related to the debentures.

At May 31,  2008  and  2007  respectively,  the  balance  of  these  convertible
debentures is as follows:

                                                     2008                2007
                                                     -----               ----
   Convertible debt, principal amount          $   30,000          $   30,000
   Less debt discount                             (21,000)            (21,000)
                                                ----------          ----------
   Subtotal                                         9,000               9,000
   Accumulated amortization                        21,000               8,400
                                                ----------         ----------
   Total                                       $   30,000          $   17,400
                                               ===========         ==========

The due date of the  convertible  debentures  was  extended  to April 30,  2008.
Subsequent to May 31, 2008, the Company repaid  outstanding  principal of $7,500
and extended the due date of $7,500 to September  30, 2008.  The due date of the
other $15,000 of convertible debt was extended to December 31, 2008.

                                      F-13

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

NOTE 5.  STOCKHOLDERS' (DEFICIT)

Preferred Stock The Company has authorized  10,000,000 shares of preferred stock
with a par value of  $0.001.  These  shares  may be  issued in series  with such
rights and  preferences  as may be determined  by the Board of Directors.  Since
inception, the Company has not issued any preferred shares.

Common Stock The Company has authorized  100,000,000  shares of $0.001 par value
common  stock.  In May 2005 the Board of  Directors  approved a 13 for 1 forward
stock  split.  All share  and per share  amounts  presented  in these  financial
statements have been adjusted to  retroactively  include the effect of the stock
split.

At inception (October 13, 2004), the Company issued 13,000 shares to its founder
for cash of $100. In conjunction with the business combination between Xpention,
Inc. and Bayview Corporation in March, 2005, Bayview issued 14,300,000 shares of
its common stock in exchange  for the 13,000  previously  outstanding  shares of
Xpention.  For accounting  purposes,  this business  combination is treated as a
reverse  acquisition of Bayview,  and the  consolidated  company's  statement of
stockholders'  equity was restated to reflect the issuance of 14,300,000  shares
at  inception.   Furthermore,  the  previously  outstanding  shares  of  Bayview
(42,542,500)   are  treated  as  issued  on  March  18,  2005  as  part  of  the
recapitalization  of the Company.  Immediately  after the business  combination,
there were 56,842,500 shares of common stock outstanding.

On June 15, 2005,  the Company  entered  into a  Subscription  Agreement  with a
private  investor for the sale of 333,333 shares of restricted  common stock for
cash proceeds of $400,000, or $1.20 per share.

On June 28,  2005,  the Company  entered into a  Consulting  Agreement  with Dr.
Thomas Slaga for general scientific research assistance. The agreement continued
through May 31, 2006. The Company granted Dr. Slaga 450,000 shares of restricted
common  stock as  compensation  for such  services.  The shares  were  valued at
$369,000,  their  fair  market  value on the date it was  agreed  they  would be
issued.

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

On May 3, 2007, the Company entered into a Subscription Agreement with a private
investor for the sale of 2,250,000  shares of  restricted  common stock for cash
proceeds of $75,000, or $0.0333 per share.

NOTE 6.  INCOME TAXES

A  reconciliation  of the tax provision for 2008 and 2007 at statutory  rates is
comprised of the following components:

                                      F-14

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

                                                    2008                 2007
                                                    ------               ----

Tax expense (benefit) at statutory rates   $    (106,000)       $     (70,000)
Book to tax adjustments:
       Amortization of debt discount              43,000                3,000
Net operating loss carry-forward                  63,000               67,000

                                           ----------------     ----------------
Tax provision                              $           ---      $        ---
                                           ================     ================


Deferred tax assets and  liabilities  represent the  estimated  future impact of
temporary  differences  between the financial  statement and tax bases of assets
and  liabilities.  Those items  consist of the  following as of May 31, 2008 and
2007:

Deferred tax assets:                             2008                2007
                                                 ------              ----
Net operating loss carry-forwards        $    272,000        $    242,000
Book to tax adjustments:
        Stock for services                    126,000             126,000
        Accrued compensation                  117,000              84,000
                                         ---------------     ---------------
Total deferred tax assets                     515,000             452,000
Less valuation allowance                     (515,000)           (452,000)
                                         ---------------     ---------------
Net deferred tax asset                   $          ----    $         ----
                                         ===============     ===============


Total deferred tax assets and the valuation allowance increased by approximately
$63,000 during 2008.

At May 31, 2008, the Company has tax loss carry-forwards  approximating $800,000
that expire at various dates  through 2028. At this time,  the Company is unable
to determine  if it will be able to benefit  from its deferred tax asset.  There
are  limitations  on the  utilization  of  net  operating  loss  carry-forwards,
including a requirement that losses be offset against future taxable income,  if
any. In addition,  there are limitations  imposed by certain  transactions which
are deemed to be ownership changes.  Accordingly, a valuation allowance has been
established for the entire deferred tax asset.

NOTE 7.  COMMITMENTS

Effective  November 1, 2004,  the Company  entered  into a five year  employment
agreement with its President that provides for  compensation of $8,000 per month
plus a bonus of $96,000 if and when the Company earns $1,000,000 net profit. The
Company has been unable to make cash payments to the President and, accordingly,
has accrued a liability for the amounts due. As of May 31, 2008, the accrued and
unpaid compensation due to the President was $344,000.

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

                                      F-15

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

developed for cancer  detection in animals and humans.  The Company paid $50,000
for the  license  which was  expensed  during the year ended May 31,  2005.  The
Agreement calls for a 5.5% royalty to be paid to UTMDACC on the sale of products
utilizing the licensed technology. In addition, payments of $50,000 each are due
upon the  first  sales to both the  veterinary  market  and  human  market.  The
Agreement expires in February 2020.

On May 28, 2005,  the Company  entered into a Research  Agreement with Genethera
Inc. for research  activities for the development of the p65 molecular assay for
humans. The agreement became effective on July 28, 2005, and expired on July 28,
2006, and required  payments to Genethera  Inc. of $10,000 per month.  As of May
31,  2008,  the balance due to  Genethera  Inc.  was  $110,000,  all of which is
included in accounts payable on the accompanying balance sheet.

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

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

On December 1, 2005,  the Company  entered  into a Research  Agreement  with The
University of Texas Health  Science  Center at San Antonio  ("UTHSCSA")  whereby
UTHSCSA  agreed  to  perform   research   activities   for   development  of  an
immunological  test for canines.  This agreement replaced the Research Agreement
the Company  entered into with AMC Cancer  Research Center in May 2005 which has
been  relinquished  by AMC. The agreement with UTHSCSA  permitted the Company to
continue its  collaboration  with Dr.  Margaret  Hanausek who accepted a faculty
position at  UTHSCSA.  The Company  paid  $89,306 to UTHSCSA for work  performed
pursuant to the Agreement and the final report was received in May 2007.

During June 2007, the Company entered into an Assay Revalidation / Redevelopment
Proposal with Future Focus,  an independent  testing  organization.  The project
calls for third party validation of the research results  presented in the final
report from  UTHSCSA  and  technology  transfer of the current  assay plus assay
reformatting  and  sample  analysis.  Total  cost of the  project  was  $28,065,
including reimbursement of travel expenses, all of which was recorded during the
year ended May 31, 2008. As of May 31, 2008, the remaining balance due to Future
Focus was $23,765,  and was included in accounts  payable and accrued expense in
the accompanying balance sheet.

On October 11, 2006, the Company entered into a Corporate Development Consulting
Services  Agreement with  Innovision  Ltd.  Innovision  shall assist the company
primarily  in raising  capital  as well as other  corporate  services  including
targeting possible  acquisitions,  identifying potential marketing alliances and

                                      F-16

<PAGE>

                     XPENTION GENETICS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 2008 and 2007

strategic  planning  and  operational  support  as  requested  by  the  Company.
Compensation to Innovision is performance based and consists of commissions paid
on capital  funding either in cash or in the form of the Company's  stock. As of
May 31, 2008, the Company has not entered into any agreements for debt or equity
financing with sources introduced by Innovision and is not obligated to make any
payments under the Agreement.

NOTE 8.  RELATED PARTY TRANSACTION

During the year ended May 31,  2008,  the  Company  received  cash  advances  of
$15,000 from  related  parties,  consisting  of one  stockholder  and one entity
affiliated through common ownership interests,  to cover operating expenses. The
advances do not bear interest and are due upon demand.

NOTE 9.  SUBSEQUENT EVENTS

Subsequent to May 31, 2008, the Company received cash advances  totaling $22,500
from a stockholder to cover operating  expenses.  The advances are  non-interest
bearing and are due upon demand.

Subsequent to May 31, 2008, the Company  received a cash advance totaling $6,250
from a related party to cover  operating  expenses.  The advance is non-interest
bearing and is due upon demand.

Effective  June 30,  2008,  Regency  Group  converted  principal of $113,600 and
accrued interest of $14,451 into 36,585,957 shares of common stock.

On July 25,  2008,  stockholders  holding a majority of shares  entitled to vote
authorized a reverse stock split of our outstanding common stock in the range of
from 1:10 to 1:20 (or more plainly stated, the range would be as low as from one
new share to be exchanged for ten existing  shares,  to as high as one new share
to be  exchanged  for  twenty  existing  shares),  as  determined  in  the  sole
discretion  of the Board of  Directors.  Our Board will have the  discretion  to
elect,  as it  determines  to be in the best  interests  of our  Company and our
stockholders, to affect the reverse split at any exchange ratio within the range
at any time before our 2008 annual stockholder meeting.

Similarly,  stockholders  holding a majority of shares  authorized  the Board to
change the Company's name to Cancer Detection Corporation.



                                      F-17
<PAGE>



                                   SIGNATURES

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



Dated: April 14, 2009



                                          XPENTION GENETICS, INC.


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


                                          DIRECTORS:

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


                                          By: /s/ Robert Duff Gordon
                                              --------------------------------


                                          By: /s/ Cyrus Boga
                                              --------------------------------





                                       20