Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [_] Yes [X] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 59,975,833 shares of $0.001 par value common stock outstanding as of January 17, 2008. Transitional Small Business Disclosure Format (Check one): [_] Yes [X] No PART I FINANCIAL INFORMATION Item 1. Financial Statements <TABLE> <CAPTION> XPENTION GENETICS, INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEET as of November 30, 2007 (Unaudited) ASSETS <S> <C> Current assets Cash and cash equivalents $ 184 Prepaid expenses 9,562 --------------------- Total assets $ 9,746 ===================== LIABILITIES Current liabilities Accounts payable and accrued expenses, trade $ 146,854 Accrued compensation 296,000 Accrued interest 13,296 Advance from stockholder 5,000 Notes payable, related party 113,600 Convertible debt, net of discount 27,929 --------------------- Total current liabilities 602,679 --------------------- 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 921,124 (Deficit) accumulated during the development stage (1,574,033) --------------------- Total stockholders' (deficit) (592,933) --------------------- Total liabilities and stockholders' (deficit) $ 9,746 ===================== The accompanying footnotes are an integral part of these consolidated financial statements. F-1 </TABLE> <TABLE> <CAPTION> XPENTION GENETICS, INC (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS for the three months and six months ended November 30, 2007 and 2006, and for the period from Inception (October 13, 2004) to November 30, 2007 (Unaudited) October 13, 2004 Three Months Ended November 30, Six Months Ended November 30, (Inception) to 2007 2006 2007 2006 November 30, 2007 -------------- --------------- --------------- --------------- ------------------ <S> <C> <C> <C> <C> <C> Revenues $ - $ - - $ - - $ - - $ -- -------------- --------------- --------------- --------------- ------------------ Expenses Research and development - - 28,065 - 937,601 General and administrative 40,361 42,588 79,235 95,875 485,607 -------------- --------------- --------------- --------------- ------------------ Total expenses 40,361 42,588 107,300 95,875 1,423,208 -------------- --------------- --------------- --------------- ------------------ Operating (loss) (40,361) (42,588) (107,300) (95,875) (1,423,208) -------------- --------------- --------------- --------------- ------------------ Other (expense) Interest expense (1,979) (1,634) (3,929) (3,034) (18,296) Amortization of debt discount (118,836) - (124,129) - (132,529) -------------- --------------- --------------- --------------- ------------------ Total other (expense) (120,815) (1,634) (128,058) (3,034) (150,825) -------------- --------------- --------------- --------------- ------------------ Net (loss) $ (161,176) $ (44,222) $ (235,358) $ (98,909) $ (1,574,033) ============== =============== =============== =============== ================== Net (loss) per common share: Basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.03) ============== =============== =============== =============== ================== Weighted average shares outstanding: Basic and diluted 59,975,833 57,642,317 59,975,833 57,634,030 56,601,407 ============== =============== =============== =============== ================== The accompanying footnotes are an integral part of these consolidated financial statements. F-2 </TABLE> <TABLE> <CAPTION> XPENTION GENETICS, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS for the six months ended November 30, 2007 and 2006, and for the period from Inception (October 13, 2004) to November 30, 2007 (Unaudited) October 13, 2004 (Inception) to 2007 2006 November 30, 2007 ----------------- ----------------- --------------------- <S> <C> <C> <C> Cash flows from operating activities: Cash flows (used in) operating activities $ (35,123) $ (35,392) $ (623,516) ----------------- ----------------- --------------------- Cash flows from investing activities: Capital expenditures - - - ----------------- ----------------- --------------------- Cash flows (used in) investing activities - - - ----------------- ----------------- --------------------- Cash flows from financing activities: Advances from stockholder, net 5,000 8,200 5,000 Proceeds from notes payable, related party 5,600 8,000 113,600 Proceeds from convertible debt - - 30,000 Proceeds from issuance of common stock - - 475,100 ----------------- ----------------- --------------------- Cash flows provided by financing activities 10,600 16,200 623,700 ----------------- ----------------- --------------------- Net increase (decrease) in cash and equivalents (24,523) (19,192) 184 Cash and cash equivalents, beginning of period 24,707 19,229 - ----------------- ----------------- --------------------- Cash and cash equivalents, end of period $ 184 $ 37 $ 184 ================= ================= ===================== Supplemental cash flow information: Income taxes paid $ - $ - $ - ================= ================= ===================== Interest paid $ - $ - $ 5,000 ================= ================= ===================== The accompanying footnotes are an integral part of these consolidated financial statements. F-3 </TABLE> XPENTION GENETICS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 2007 (Unaudited) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statements The accompanying unaudited financial statements of Xpention Genetics, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and footnotes included thereto for the fiscal year ended May 31, 2007, for Xpention Genetics, Inc. on Form 10KSB, as filed with the Securities and Exchange Commission. The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. 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. F-4 XPENTION GENETICS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 2007 (Unaudited) 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 six months ended November 30, 2007, the Company incurred a net loss of $235,358, and has incurred a cumulative net loss since inception of $1,574,033. At November 30, 2007, the Company had a working capital (deficit) of $(592,933) and stockholders' (deficit) of $(592,933). 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. 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. F-5 XPENTION GENETICS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 2007 (Unaudited) 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. NOTES PAYABLE, RELATED PARTY In November 2004, an unrelated third party lent the Company $100,000 to pay operating expenses pursuant to a note. This note was originally due on the earlier of (i) the Company successfully receiving financing in excess of $1,000,000; or (ii) November 12, 2005. The due date was subsequently extended to December 31, 2006. During 2006, the note was acquired by The Regency Group, LLC ("Regency Group") and additional funds totaling $8,000 were advanced under the terms of a bridge loan payable on October 9, 2007 or earlier date if financing of $500,000 was obtained. The due date of both notes was subsequently extended to November 1, 2007. Certain owners of Regency Group are also stockholders of the Company. During the quarter ended November 30, 2007, additional funds totaling $5,600 were advanced to the Company by Regency Group under the terms of a convertible bridge loan. As additional consideration, the terms of the two earlier borrowings were modified to coincide with the terms and conditions of the new borrowing. All loans are payable on December 1, 2007 or earlier date if financing of $1,000,000 is obtained. Furthermore, all the loans are convertible into common stock of the Company at a rate of $0.0035 per share. The Company is required to recognize the value of conversion rights attached to the notes payable. These rights give the holders the ability to convert the notes payable into shares of common stock at a price less than the quoted market value of the common stock. For accounting purposes, the Company allocated $113,600 to the value of the beneficial conversion feature based on its intrinsic value and recorded that amount as a debt discount and an addition to paid in capital. The debt discount must be recorded as interest expense at the date the conversion feature became effective. Accordingly, the Company recorded $113,600 of interest expense related to the beneficial conversion feature during the period ended November 30. 2007. Interest on all notes accrues at the rate of 5% per annum and aggregated $2,729 during the six months ended November 30, 2007. Subsequent to November 30, 2007, the due dates of the borrowings were extended to the earlier of January 31, 2008, or the date on which financing of at least $1,000,000 is obtained. 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 principal and accrued interest into the Company's common stock at a rate of $0.01 per share. The Regency Group LLC, an entity affiliated through common ownership interests, holds $15,000 of the convertible debt. F-6 XPENTION GENETICS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 2007 (Unaudited) 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 six months ended November 30, 2007, the Company recorded $10,529 of amortization expense related to the debentures. At November 30, 2007, the balance of these convertible debentures is as follows: Convertible debt, principal amount $ 30,000 Less debt discount (21,000) -------- Subtotal 9,000 Accumulated amortization 18,929 ------ Total $ 27,929 ========== NOTE 6. RELATED PARTY TRANSACTION During the six months ended November 30, 2007, the Company received an advance of $5,000 from its President. The advance does not bear interest and is due on demand. F-7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Forward-Looking Statements This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the Risk Factors section included in our Annual Report on Form 10-KSB. Plan of Operation The Company, through its wholly-owned subsidiary, holds the exclusive worldwide license for patented technology for the detection of cancer based on a tumor marker known as "p65" which has been demonstrated to have elevated levels in the blood of canine and human cancer conditions. "p65" is believed to be a protein required in the early development of numerous cancers and appears from early research to provide a strong indication of tumor growth in both canines and humans. It also appears to have a direct correlation to tumor size/mass making it a promising marker for both early detection of malignant tumor formation as well as a useful tool for monitoring therapy and remission. Initially, the Company plans to develop an immunological test as well as a molecular assay for detection of cancer in canines. The Company also plans to develop both immunological and molecular tests for detection of human cancers as well as therapeutic treatments and vaccines. The Company contracts with third party research organizations to conduct its research activities. During June 2007, the Company entered into an Assay Revalidation / Redevelopment Proposal with Future Focus, an independent testing organization. The project calls for third party validation of the research results presented in the final report from the University of Texas Health Science Center at San Antonio ("UTHSCSA") and technology transfer of the current assay plus assay reformatting and sample analysis. On August 15, 2007, the Company announced that the researchers had been unable to replicate the results obtained at UTHSCSA. As a result of the initial disappointing results, the Company is reviewing its planned research activities for the development of an immunological canine cancer detection test. The Company also continues to evaluate various options for commercialization of its products; however, it is not anticipated the Company will generate any revenues from commercialization of its technology during the next twelve months. 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. 1 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. Liquidity and Capital Resources We have never received revenue from our operations. We have historically relied on equity and debt financings to fund our capital resource requirements. We have experienced net losses since inception. We do not believe that we are a candidate for conventional debt financing and we have not made arrangements to borrow funds under a working capital line of credit. We will be dependent on additional financing to continue our research and development efforts. The report of our independent accountants on our financial statements at May 31, 2007 contains a qualification about our ability to continue as a going concern. This qualification is based on our lack of operating revenue and limited working capital, among other things. We remain dependent on receipt of capital from outside sources, and ultimately, generating revenue from operations, to continue as a going concern. All of our investment in research and development activities has been expensed, and does not appear as an asset on our balance sheet. From inception to November 30, 2007 we have spent $937,601 on our research and development efforts to commercialize the p65 technology. As of November 30, 2007, our working capital deficit of $(592,933) was comprised of current assets of $9,746 and current liabilities of $602,679. This represents a decline in working capital of $121,758 compared to the deficit of $(471,175) at fiscal year end May 31, 2007. All of our capital resources to date have been provided through the sale of equity securities, proceeds from notes payable and convertible debentures, and advances from stockholder. From inception through November 30, 2007, we received $475,100 in cash through issuance of our common stock. Since we have not generated any cash from operations, we have relied on sale of equity and borrowings to fund all of our capital needs. The Company's ability to pay its accounts payable and accrued expenses and repay its borrowings is dependent upon receipt of new funding from stockholder advances, private placements or debt financing. One of our stockholders has periodically advanced funds to us to meet our working capital needs. The stockholder is under no obligations to continue these advances. During September, 2007, the stockholder advanced an additional $5,000 to us. Net cash used in operating activities was $35,123 during the six months ended November 30, 2007, compared to $35,392 during the corresponding period of the prior year. There were no material differences in our operations between the two periods. Net cash provided by financing activities during the six months ended November 30, 2007 was $10,600, compared to $16,200 during the comparable period of the prior year. We received an advance of $5,000 from a stockholder during the six months ended November 30, 2007, as compared to $8,200 during the six months ended November 30, 2006. In addition, we received proceeds of $5,600 from a 2 convertible bridge loan from The Regency Group LLC, a related party, during the six months ended November 30, 2007. In the comparable period in 2006 we received proceeds of $8,000 from The Regency Group, LLC. During the period ended November 30, 2007, we modified the terms and conditions of previous borrowings from The Regency Group LLC. All of the bridge loans from The Regency Group LLC are payable on December 1, 2007, or earlier date if financing of $1,000,000 is obtained. The borrowings are convertible into common stock of the Company at a rate of $0.0035 per share. Subsequent to November 30, 2007, the due dates of the borrowings were extended to the earlier of January 31, 2008, or the date on which financing of at least $1,000,000 is obtained. Results of Operations - Three Months Ended November 30, 2007 Compared to the Three Months Ended November 30, 2006 We are considered a development stage company for accounting purposes, since we have not received any revenues from operations. We are unable to predict with any degree of accuracy when that situation will change. We expect to incur losses until such time, if ever, as we begin generating revenue from operations. For the three months ended November 30, 2007, we recorded a net loss of $(161,176), or $(0.00) per share, compared to a loss for the corresponding period of 2006 of $(44,222) or $(0.00) per share. The primary cause of the increased loss of $116,954 was an increase in interest expense, primarily amortization of debt discount related to the conversion features of our debt. General and administrative expense decreased to $40,361 for the three months ended November 30, 2007 compared to $42,588 during the same period of 2006. There were no material changes in any general or administrative expense. These expenses continue to consist primarily of the accrual for compensation costs, professional fees associated with our status as a public company, and the premium costs of D&O insurance. Other expenses increased to $120,815 for the quarter ended November 30, 2007 compared to $1,634 for the comparable period in the prior year. Included in other expense in 2007 is the amortization of debt discount in the amount of $118,836 related to the beneficial conversion feature of the convertible debentures and convertible notes payable. We are required to recognize the value of beneficial conversion features included in our borrowings. Results of Operations - Six Months Ended November 30, 2007 Compared to the Six Months Ended November 30, 2006 We are considered a development stage company for accounting purposes, since we have not received any revenues from operations. We are unable to predict with any degree of accuracy when that situation will change. We expect to incur losses until such time, if ever, as we begin generating revenue from operations. For the six months ended November 30, 2007, we recorded a net loss of $(235,358), or $(0.00) per share, compared to a loss for the corresponding period of 2006 of $(98,909) or (0.00) per share. The primary cause of the increased loss of $136,449 was an increase in interest expense, primarily amortization of debt discount related to the conversion features of our debt. 3 Research and development costs increased to $28,065 during the six months ended November 30, 2007. No similar costs were incurred during the six months ended November 30, 2006. The increase represents third party testing costs incurred to validate the results of the research report from UTHSCSA. Our use of third party research and testing partners can result in significant variations in the expenses reported in each quarterly period. General and administrative expense decreased to $79,235 for the six months ended November 30, 2007, compared to $93,475 during the corresponding period of 2006. The decrease of $16,640 primarily reflects a decrease in insurance expense of $9,562 resulting from a timing difference in the recording of insurance premiums on directors and officers insurance. We do not expect any material changes in any general or administrative expense for the year. The primary components of general and administrative expense are costs accrued for compensation, professional fees associated with our status as a public company, and the premium costs of D&O insurance. Other expenses increased to $128,058 for the quarter ended November 30, 2007 compared to $3,034 for the comparable period in the prior year. Included in other expense in 2007 is the amortization of debt discount of $124,129 related to the beneficial conversion feature of the convertible debentures and convertible notes payable. We are required to recognize the value of beneficial conversion features included in our borrowings. Item 3. Controls and Procedures a. Evaluation of Disclosure Controls and Procedures: The management of the company has evaluated the effectiveness of the issuer's disclosure controls and procedures as of the end of the period of the report November 30, 2007 and have concluded that the disclosure controls, internal controls and procedures are adequate and effective based upon their evaluation as of the evaluation date. b. Changes in Internal Control over Financial Reporting: There were no changes in the small business issuer's internal control over financial reporting identified in connection with the Company evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act that occurred during the small business issuer's last fiscal quarter that has materially affected or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting. ITEM 3(A)T. CONTROLS AND PROCEDURES There have been no changes in the small business issuer's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting. 4 PART II- OTHER INFORMATION Item 1. Legal Proceedings The Company is not a party to any pending legal proceeding. Current management is not aware of any threatened litigation, claims or assessments. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company did not issue any securities during the quarter ended November 30, 2007. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits Exhibits 31 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 5 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 18, 2008 XPENTION GENETICS, INC. /s/ David Kittrell ------------------------------ David Kittrell, President 6 </TEXT> </DOCUMENT>