FORM 10-KSB


                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                     For the fiscal year ended May 31, 2007

                 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 33,825,458 shares of common voting stock held
by  non-affiliates of the registrant as of August 31, 2007 was $845,636 based on
the bid price at September 7, 2007 of $.025 as reported by OTCBB.

     Number of authorized outstanding shares of the registrant's $.001 par value
common stock, as of September 9, 2007: 59,975,833.


                                       2
<PAGE>



                                TABLE OF CONTENTS

                                        PART I

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


PART II

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

                                    PART III

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

                                    PART IV

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

SIGNATURES

CERTIFICATES


                                       3
<PAGE>



                                     PART I


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

COMPANY HISTORY

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

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

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

BACKGROUND

Cancers

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

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

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

Companion Animal Cancers

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

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

                                       4

<PAGE>

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

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

INITIAL STUDY OF P65

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

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

         Sensitivity:                       0.94

         Specificity:                       0.70

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

Diagnosis Methods

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

PLAN OF OPERATION

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

                                       5

<PAGE>

P65 THERAPEUTIC VACCINE

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

LICENSE TERMS

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

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

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

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


EMPLOYEES

     The Company is a  development  stage company and as of May 31, 2007 had one
salaried  employee.  Upon the  completion  of its  reorganization  the Company's
former officers  resigned and President and Chief Executive  Officer of Xpention
Inc.,  David  Kittrell,  became the  President  and CEO of Xpention  Genetics in
February 2005. The Company expects to continue to use  consultants,  subcontract
labor,  attorneys  and  accountants  as necessary  and may find a need to engage
additional full-time employees as necessary.

RISK FACTORS

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


                                       6
<PAGE>

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

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

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

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

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


                                       7
<PAGE>

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

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

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

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

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

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

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

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


                                       8
<PAGE>

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


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

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


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

     The Company is not currently a party to any pending legal proceedings,  nor
is its property subject to such proceedings as of September 9, 2007.


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

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


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, 2007,  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,  2007,  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

        None


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

CAUTIONARY AND FORWARD LOOKING STATEMENTS

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

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


                                       10
<PAGE>

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

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

          (b)      potential fluctuation in quarterly results;

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

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

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

          (f)      rapid and significant changes in markets;

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

          (h)      insufficient revenues to cover operating costs.

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

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

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

IMPACT OF REVERSE TAKEOVER ACCOUNTING ON THE FINANCIAL 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.

                                       11

<PAGE>

Introduction

During the fiscal year ended May 31, 2007,  the Company  continued  its research
activities for the development of an immunological  canine cancer detection test
as well as a molecular assay for detection of cancer in both canines and humans,
all of which are being conducted by third parties on behalf of the company.

The Company is presently seeking 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.

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 2008. 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.

Liquidity and Capital Resources

During 2007, we received cash proceeds from three different  fundings.  Proceeds
of $8,000  were  received  in October as a result of a new loan from The Regency
Group,  LLC. The note payable bears interest at 5% and is due on October 9, 2007
(or earlier if other financing of $500,000 is received.).  In January,  2007, we
borrowed $30,000 in the form of convertible  debentures that bear interest at 8%
and are due on January 8, 2008. The debt is  convertible  into common stock at a
rate of $0.01 per share.  In May,  2007,  we  completed a private  placement  of
2,250,000 shares for cash proceeds of $75,000.

We used the $113,000 proceeds from our financing activities to fund our research
and operating expenses.

We have never received revenue from our operations.  We have historically relied
on  equity  and  debt  financings  to  continue  funding  our  capital  resource
requirements.  We  experienced  net losses for the years  ended May 31, 2007 and
2006 of $(205,721) and $(976,204), respectively. 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.

As of May 31, 2007, our working  capital  deficit of $(471,175) was comprised of
current assets of $24,707 and current liabilities of $495,882. This represents a
decline in working capital of $107,321  compared to the deficit of $(363,854) at
fiscal year end May 31, 2006.

Net cash used in  operating  activities  was $107,522  during 2007,  compared to
$396,193 during 2006. As more fully explained in our results of operations,  our
cash usage  decreased in 2007 because the terms of the research and  development
contracts  with our research  partners  required us to make most of the research
payments during FY 2006. The work was performed  during 2006 and 2007 and we are
currently  evaluating  the  results  of  that  work.  In the  event  that we are
successful  in  transferring  the  technology  from  the  academic  phase to the
commercial phase, we expect to incur substantial future costs.

Results of  Operations - Year Ended May 31, 2007  Compared to Year Ended May 31,
2006

During the year ended May 31,  2007,  we reported a net loss of  $(205,721),  or
$(0.00) per share,  compared to a net loss of $(976,204),  or $(0.02) per share,
for 2006.  In neither year did we report any revenue.  We expect to incur losses
until such time, if ever, as we begin generating revenue from operations.

                                       12

<PAGE>

We are considered a development stage company for accounting purposes,  since we
have not received any revenue from operations. We are unable to predict with any
degree of accuracy when that classification will change.

Operating costs and expenses were $191,105 in 2007 compared to $971,204 in 2006,
a decrease of $780,099 or 80%.  Research and  development  costs were $36,665 in
2007 and  $822,871  in 2006,  a  decrease  of  $786,206,  or 96%.  Research  and
development costs decreased because our research  contracts  required us to fund
most of the work  during  2006.  Included  in  expenses  for 2006 is stock based
compensation  of $369,000,  representing  the value of 450,000  shares of common
stock  issued to a  research  consultant.  The  consulting  arrangement  was not
repeated in 2007. We had two research  contracts  with  Genethera  that required
total payments of $360,000.  Most of the contract costs ($340,000) were recorded
during 2006. We paid $250,000 of the payments  required  under the contracts and
recorded  accounts  payable of $110,000 to Genethera as of May 31, 2007. We also
had research  agreements  with The  University of Texas Health Science Center at
San Antonio and Colorado State  University  requiring total payments of $96,850,
most of which  ($80,185)  was expensed  during 2006.  The research  institutions
continued  their  work in FY 2007 and  continue  to assist us in the  technology
transfer  phase.  During FY 2008,  we entered  into a contract to  validate  the
research  results and technology  transfer of the current  assay.  The two phase
project requires a commitment of $4,500 for Phase I and $15,500 for Phase II.

General and administrative expenses increased slightly in 2007 compared to 2006.
Total  general and  administrative  expense was $154,440 in 2007 and $148,333 in
2006, an increase of $6,107,  or 4%. The main  component of the increase was our
legal and accounting expense, which increased from $25,778 in 2006 to $32,549 in
2007. These costs primarily represent the work required to prepare and audit our
historical  financial  information  which was  restated to reflect the  business
combination between Xpention,  Inc. and Bayview Corporation as a reverse merger.
We had previously accounted for the transaction as a forward merger.

Our stock  compensation  expense  decreased by $366,600,  from  $369,000 in 2006
(included in research and  development  expenses) to $2,400 in 2007 (included in
general and administrative expenses).  During 2007, we issued 100,000 restricted
shares of common  stock  valued at $0.024  per share to a  director  as  partial
compensation  for his service to the Board of Directors.  During 2006, we issued
450,000  shares  of  stock  to a  consultant  for  general  scientific  research
assistance. The shares were valued at $0.82.

Interest  expense  increased to $14,616 in 2007  compared to $5,000 in 2006,  an
increase  of  $9,616,  or 192%.  Included  in  interest  expense  in 2007 is the
amortization  of debt discount in the amount of $8,400 related to the beneficial
conversion  feature of the convertible  debentures issued during 2007. The total
discount of $21,000 allocated to the conversion privilege will be amortized over
the one year life of the debentures.


                                       13
<PAGE>


During the fiscal year ended May 31, 2007,  the Company  continued  its research
activities for the development of an immunological  canine cancer detection test
as well as a molecular assay for detection of cancer in both canines and humans,
all of which are being conducted by third parties on behalf of the company.

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


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

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


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

        None


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

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

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


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

On June 9, 2007,  the Company  entered into an Assay  Revalidation/Redevelopment
Proposal  with  Future  Focus.  Phase I of 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 with Phase II  covering  assay
reformatting and sample analysis.  The Company will pay $4,500 plus expenses for
Phase I of the project and maximum of $15,500 for Phase II.


                                    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, 2007:


     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

                                       14

<PAGE>

$8,000 per month.  There is a bonus of $96,000 due if and when the Company earns
$1 million net profit.  The  contract  provides  for a severance  payment of two
times annual salary for termination other than cause. There is no arrangement or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

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


BIOGRAPHICAL INFORMATION

     DAVID KITTRELL, President

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

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

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


COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

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

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

                                       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        0                  0                  0                0
                              2007        $96,000        0                  0                  0                0
--------------------------- --------- ------------ --------------- -------------------- ---------------- ----------------
</TABLE>


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,
2007.

<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, 2006.  Also included are the shares held
by all executive officers and directors as a group.


SHAREHOLDERS/                NUMBER OF SHARES                    OWNERSHIP
BENEFICIAL OWNERS                                                PERCENTAGE
---------------------------------------------------------------------------
David Kittrell                      14,300,000                   23.8
10965 Elizabeth Drive
Conifer, CO  80433

Zbigniew Walaszek                   100,000                      .2
1600 Pierce Street
Denver, CO  80214

James Coutris                       11,750,375                   19.6
1210 Bassett Road
Westlake, OH  44145


All directors and executive
officers as a group (2 persons)     14,400,000                   24.0


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


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

        None


                                     PART IV


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

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:

                8-K filed 8/15/07


     2.   Exhibits:

          31    Sarbanes-Oxley Certification
          32    Sarbanes-Oxley Certification


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

     The Company's  Board acts as the audit  committee and had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2007 and 2006.

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

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

                                       18

<PAGE>

AUDIT FEES 2007:

     Stark  billed  the  Company  for  the  following   professional   services:
approximately  $9,600 for the audit and  $7,350  for the  review of the  interim
financial  statements  included  in  quarterly  reports  on Form  10-QSB for the
periods ended February 28, 2007 and $2,250 for review of SEC comments.


ALL OTHER FEES

     Stark billed the Company for no other  services,  including  preparation of
the tax returns  for the Company for 2006,  during the fiscal year ended May 31,
2007.


                                      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 sheet of Xpention  Genetics,  Inc. (a
development  stage  company) as of May 31, 2007,  and the related  statements of
operations,  stockholders' (deficit), and cash flows for the years ended May 31,
2007 and 2006, and for the period from October 13, 2004,  (inception) to May 31,
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Xpention  Genetics,  Inc. (a
development  stage  company)  as of  May  31,  2007,  and  the  results  of  its
operations,  and its cash flows for the years ended May 31,  2007 and 2006,  and
for the period from October 13, 2004, (inception) to May 31, 2007, 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
August 22, 2007


                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                                    XPENTION GENETICS, INC.
                                 (A Development Stage Company)
                                  CONSOLIDATED BALANCE SHEET
                                      As of May 31, 2007


                                            ASSETS
<S>                                                                                             <C>
Current assets
Cash and cash equivalents                                                                                   $ 24,707

                                                                                                ---------------------
         Total assets                                                                                       $ 24,707
                                                                                                =====================


                                          LIABILITIES

Current liabilities
Accounts payable, trade                                                                                    $ 113,115
Accrued compensation                                                                                         248,000
Accrued interest                                                                                               9,367
   Note payable, related party                                                                               108,000
   Convertible debt, net of discount                                                                          17,400
                                                                                                ---------------------
          Total current liabilities                                                                          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
Additional paid-in capital                                                                                   807,524
(Deficit) accumulated during the development stage                                                        (1,338,675)
                                                                                                ---------------------
          Total stockholders' (deficit)                                                                     (471,175)

                                                                                                ---------------------
          Total liabilities and stockholders' (deficit)                                                     $ 24,707
                                                                                                =====================



        The accompanying footnotes 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, 2007 AND 2006,
              and for the period from Inception (October 13, 2004) to May 31, 2007


                                                                                                        October 13, 2004
                                                                                                         (Inception) to
                                                           2007                     2006                  May 31, 2007
                                                   ---------------------    ----------------------    ----------------------
<S>                                                <C>                      <C>                       <C>
Revenues                                                    $ -                      $ -   -                   $ -        -
                                                   ---------------------    ----------------------    ----------------------

Expenses
    Research and development                                     36,665                   822,871                   909,536
 General and administrative                                     154,440                   148,333                   406,372
                                                   ---------------------    ----------------------    ----------------------
        Total expenses                                          191,105                   971,204                 1,315,908
                                                   ---------------------    ----------------------    ----------------------

Operating (loss)                                               (191,105)                 (971,204)               (1,315,908)
                                                   ---------------------    ----------------------    ----------------------

Other (expense)
 Interest expense                                                (6,216)                   (5,000)                  (14,367)
    Amortization of debt discount                                (8,400)                        -                    (8,400)
                                                   ---------------------    ----------------------    ----------------------
           Total other (expense)                                (14,616)                   (5,000)                  (22,767)
                                                   ---------------------    ----------------------    ----------------------


Net (loss)                                                   $ (205,721)               $ (976,204)             $ (1,338,675)
                                                   =====================    ======================    ======================

Basic and diluted:
  (Loss) per share                                              $ (0.00)                  $ (0.02)                  $ (0.03)
                                                   =====================    ======================    ======================

  Weighted average shares outstanding                        57,852,408                57,577,614                50,592,816
                                                   =====================    ======================    ======================



         The accompanying footnotes 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, 2007


                                                                                                        (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>
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)
                                         ==========================================================================================


        The accompanying footnotes 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, 2007 and 2006,
              and for the period from inception (October 13, 2004) to May 31, 2007

                                                                                                     October 13, 2004
                                                                                                      (Inception) to
                                                                2007                2006               May 31, 2007
                                                          -----------------   ------------------    -------------------
<S>                                                       <C>                 <C>                   <C>
Cash flows from operating activities:
       Net (loss)                                               $ (205,721)          $ (976,204)          $ (1,338,675)
                                                          -----------------   ------------------    -------------------
       Adjustments to reconcile net  (loss) to
          net cash (used in) operating activities:
            Stock based compensation                                 2,400              369,000                371,400
            Amortization of debt discount                            8,400                    -                  8,400
       Changes in operating assets and liabilities:
            Accounts payable and accrued expenses                   87,399              211,011                370,482
                                                          -----------------   ------------------    -------------------
       Total adjustments                                            98,199              580,011                750,282
                                                          -----------------   ------------------    -------------------

            Cash flows (used in) operating activities             (107,522)            (396,193)              (588,393)
                                                          -----------------   ------------------    -------------------

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

Cash flows from financing activities:
       Proceeds from note payable                                    8,000                    -                108,000
       Proceeds from convertible debt                               30,000                    -                 30,000
       Proceeds from issuance of common stock                       75,000              400,000                475,100
                                                          -------------------------------------------------------------
            Cash flows provided by financing activities            113,000              400,000                613,100
                                                          -------------------------------------------------------------

Net increase in cash and equivalents                                 5,478                3,807                 24,707

Cash and cash equivalents, beginning of period                      19,229               15,422                      -
                                                          -------------------------------------------------------------

Cash and cash equivalents, end of period                          $ 24,707             $ 19,229               $ 24,707
                                                          =============================================================


Supplemental cash flow information:

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

         Interest paid (returned)                                 $ (1,493)             $ 6,493                $ 5,000
                                                          =============================================================




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

                                              F-5
</TABLE>

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007



NOTE 1.  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 has chosen May
31 as its fiscal year-end.

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.

Accounting Reclassifications

Accounting  reclassifications were made to the comparative financial information
presented for prior years so that it would conform to the financial presentation
used in fiscal year 2007. The  reclassifications  had no impact on "net loss" or
"accumulated deficit".

                                      F-6

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

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.

Net (Loss) Per Common Share

The Company  follows SFAS 128,  "Earnings Per Share".  Basic earnings (loss) per
common share  calculations  are  determined by dividing net income (loss) by the
weighted average number of shares of common stock  outstanding  during the year.
Diluted earnings (loss) per common share calculations are determined by dividing
net income (loss) by the weighted  average  number of common shares and dilutive
common  share  equivalents  outstanding.   During  the  periods  when  they  are
anti-dilutive,  common  stock  equivalents,  if any, are not  considered  in the
computation.

Research and Development

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

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.

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  consists of the cost of raw  materials  and labor related to the

                                      F-7

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

corresponding  sales  transaction.  When a right of return  exists,  the Company
defers revenues until the right of return expires. Revenue from services will be
recognized when then service is completed.

Fair Value Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and  pertinent  information  available to  management  as of May 31,  2007.  The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts payable and accrued  expenses,  note payable and convertible debt. Fair
values  are  assumed  to  approximate   carrying   values  for  these  financial
instruments  because they are short term in nature, or are receivable or payable
on demand.

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

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.

                                      F-8

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

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 Pronouncements

The FASB has  issued  FSP EITF  00-19-2.  This FSP  states  that the  contingent
obligation to make future payments or other transfers of  consideration  under a
registration payment arrangement,  issued as a separate agreement or included as
a part of a  financial  instrument  or other  agreement,  should  be  separately
recognized and measured in accordance with SFAS 5. Also, a financial  instrument
subject  to a  registration  payment  arrangement  should  be  accounted  for in
accordance  with  other   applicable  GAAP  without  regard  to  the  contingent
obligation  to  transfer  consideration  pursuant  to the  registration  payment
arrangement. Management is currently determining the effect of this statement on
financial reporting.

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
(SFAS 157).  SFAS 157 defines fair value,  establishes a framework for measuring
fair value in generally accepted accounting principles,  and expands disclosures
about fair value measurements.  The provisions of SFAS 157 are effective for the
Company's   fiscal  year  beginning  June  1,  2008.   Management  is  currently
determining the effect of this statement on financial reporting

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in  Income  Taxes"  (FIN  48).  This  interpretation  prescribes  a  recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
48 requires that the Company recognize in its financial statements the impact of
a tax position if that position is more likely that not of being  sustained upon
examination based on the technical merits of the position.  This  interpretation
also includes guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The provisions of FIN
48 are  effective  June 1,  2007  with  the  cumulative  effect  reported  as an

                                      F-9

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

adjustment  to the opening  balance of retained  earnings  for the fiscal  year.
Management  is  currently  determining  the  effect  of this  interpretation  on
financial reporting.

NOTE 2.  GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplates continuation of the Company as a going concern.

The Company 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,  2007,  the  Company  incurred a net loss of
$205,721,  and has incurred a cumulative net loss since inception of $1,338,675.
At May 31, 2007, the Company had a working capital  (deficit) and  stockholders'
(deficit)  of  $471,175.  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 2008. 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.  BASIS OF PRESENTATION AND BUSINESS COMBINATION

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.

                                      F-10

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

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.

NOTE 4.  NOTE 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 is due on the earlier of (i)
the Company  successfully  receiving financing in excess of $1,000,000;  or (ii)
December 31, 2006. The due date was subsequently extended to October 1, 2007.

During 2006,  the note was  acquired by The Regency  Group,  LLC and  additional
funds  totaling  $8,000 were advanced  under the terms of a bridge loan which is
payable on October 9, 2007 or earlier date if financing of $500,000 is obtained.
Interest on both notes accrues at the rate of 5% per annum and aggregated $5,256
during the year ended May 31, 2007.  Certain owners of The Regency Group LLC are
also stockholders of the Company.

NOTE 5.  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 are due on January 5, 2008.  The  debenture  holders  may  convert the

                                      F-11

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

principal  and accrued  interest  into the  Company's  common stock at a rate of
$0.01 per share. A convertible debenture in the amount of $15,000 is held by The
Regency Group LLC, an entity affiliated through common ownership interests.

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. For accounting  purposes,  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
will be amortized as interest  expense over the one year life of the debentures.
For the year ended May 31, 2007,  the Company  recorded  $8,400 of  amortization
expense related to the debentures.

At May 31, 2007, the balance of the convertible debt is as follows:

         Convertible debt                                      $   30,000
         Less debt discount                                       (21,000)
                                                                ----------
         Subtotal                                                   9,000
         Amortization                                               8,400
                                                              -----------
         Total                                                 $   17,400
                                                               ==========

NOTE 6.  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 include the effect of this split.

                                      F-12

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

At inception  (October 13,  2004),  Xpention,  Inc.  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 at a price 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 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 at
a price of $75,000 or $0.0333 per share

NOTE 7.  INCOME TAXES

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes",  which  requires use of the  liability  method.  SFAS 109 provides  that
deferred  tax assets  and  liabilities  are  recorded  based on the  differences
between the tax bases of assets and liabilities  and their carrying  amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax

                                      F-13

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

assets  and  liabilities  at the end of each  period  are  determined  using the
currently  enacted tax rates  applied to taxable  income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

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

          Federal statutory income tax rate                      34 %
          Valuation allowance                                   (34)%
                                                                ----
                                                                  - %
                                                                ====

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

         Deferred tax assets:

         Net operating loss carryforwards                          $ 234,000
         Less valuation allowance                                   (234,000)
                                                                    --------
         Net deferred tax asset                                    $       -
                                                                    ========

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  carryforwards,  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.  The change in the  valuation  allowance  was  approximately  $36,000
during 2007.

At May 31, 2007, the Company has tax loss carryforwards  approximating  $689,000
that expire at various dates through 2027.

NOTE 8.  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

                                      F-14

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

Company has been unable to make cash  payments to the officer and,  accordingly,
has accrued a liability for the amounts due. As of May 31, 2007, the accrued and
unpaid compensation due to the officer was $248,000.

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
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
canines.  The one-year  agreement expired on May 28, 2006, and required payments
to Genethera Inc. of $20,000 per month.  On July 28, 2005,  the Company  entered
into a similar  Research  Agreement with Genethera Inc. for research  activities
for  the  development  of the p65  molecular  assay  for  humans.  The  one-year
agreement  expired on July 28, 2006, and required  payments to Genethera Inc. of
$10,000 per month. The aggregate commitment to Genethera was $360,000,  of which
$250,000  has been  paid.  As of May 31,  2007,  the  remaining  balance  due to
Genethera  Inc. was  $110,000,  all of which is  reflected  in the  accompanying
balance sheet as accounts payable.

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 required payments
to CSU totaling $17,520, all of which have been paid.

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 agreement required additional
payments to Colorado State University  totaling $15,330,  all of which have been
paid. CSU did not provide all the samples originally specified in the agreement,
and has  agreed to  continue  providing  samples  after the  termination  of the
contract term.

On December 1, 2005,  the Company  entered  into a Research  Agreement  with The
University of Texas Health  Science  Center at San Antonio  ("UTHSCSA")  whereby
UTHSCSA  agreed  to  perform   research   activities   for   development  of  an

                                      F-15

<PAGE>

                             XPENTION GENETICS, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2007

immunological  test for canines.  This agreement replaces the Research Agreement
the Company  entered into with AMC Cancer  Research Center in May 2005 which has
been  relinquished by AMC. The agreement with UTHSCSA will permit the Company to
continue its  collaboration  with Dr.  Margaret  Hanausek who accepted a faculty
position at UTHSCSA.  The Company has paid $64,000 to UTHSCSA for work performed
pursuant to the  Agreement.  In May 2007,  the Company  received  final research
results from The  University of Texas Health Science Center at San Antonio under
its Research Agreement dated December 1, 2005.

On October 11, 2006, the Company entered into a Corporate Development Consulting
Services  Agreement with  Innovision  Ltd.  Innovision  shall assist the Company
primarily  in raising  capital  as well as other  corporate  services  including
targeting possible  acquisitions,  identifying potential marketing alliances and
strategic  planning  and  operational  support  as  requested  by  the  Company.
Compensation to Innovision is performance based and consists of commissions paid
on capital  funding either in cash or in the form of the Company's  stock. As of
August 22,  2007,  the Company has not entered into any  agreements  for debt or
equity  financing with sources  introduced by Innovision and is not obligated to
make any payments under the Agreement.

NOTE 9.  SUBSEQUENT EVENTS


In May 2007, the Company  received final research results from The University of
Texas Health  Science Center at San Antonio under its Research  Agreement  dated
December 1, 2005.

On June 9, 2007,  the Company  entered into an Assay  Revalidation/Redevelopment
Proposal  with  Future  Focus.  Phase I of 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 with Phase II  covering  assay
reformatting and sample analysis.  The Company will pay $4,500 plus expenses for
Phase I of the project and maximum of $15,500 for Phase II.




                                      F-16

<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: August 27, 2007


                                          XPENTION GENETICS, INC.


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


                                          DIRECTORS:

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


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




                                       20