**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




(Mark
      one)




**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




For
      the
      quarterly period ended: **** **September
      30, 2008**




OR





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




For
      the
      transition period from _________ to ___________




Commission
      File Number: 000-51430





**WOOZYFLY
      INC.**


(Exact
      name of registrant as specified in its charter)




**Nevada**
            
            **20-3768799**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)




**59
                West 19****th****Street,
                6****th****Floor,**
              **New
                York, NY 10011**
              (Address
                of principal executive offices)





**(646)
      461-2400**


(Registrant’s
      Telephone number, including area code)





(Former
      name, former address, and former fiscal year, if changed since last
      report)




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 such filing requirements
      for
      the past 90 days. Yes
x  No
o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting
      company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
      Exchange Act.  (Check one):




Large
                accelerated filer  o
            Accelerated
                filer  oNon-accelerated
                filer    o
            Smaller
                reporting company   x(Do
                not check if smaller reporting company)





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




The
      number of shares of the registrant's Common Stock, $0.01 par value per share,
      outstanding as of October 1, 2008 was 17,610,672.










**Table
                of Contents**Part
                I –
            Financial
                Information
            
            3Item
                1. Financial Statements (unaudited)
            
            3Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            11Item
                3. Quantitative and Qualitative Disclosures about Market
                Risk
            
            17Item
                4. Controls and Procedures
            
            17Part
                II –
            Other
                Information
            
            18Item
                1. Legal Proceedings
            
            18Item
                1A. Risk Factors
            
            18Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            24Item
                3. Defaults upon Senior Securities
            
            24Item
                4. Submission of Matters to a Vote of Security Holders
            
            24Item
                5. Other Information
            
            24Item
                6. Exhibits
            
            24Signatures
            
            
            25Exhibit
                IndexRule
                13a-14(a) Certification executed by Jonathon BomserRule
                13a-14(a) Certification executed by Todd BomserSection
                1350 Certification




2





**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements**




**WOOZYFLY
                  INC. (Formerly Pet Express Supply, Inc.)****CONDENSED
                  CONSOLIDATED BALANCE SHEET****Sep
                  30, 08**
              
              **Dec
                  31, 07****(Unaudited)**
              
              **(Audited)****ASSETS**Current
                  AssetsCash
                  & Cash Equivalents
              
              $
              111,240
              
              $
              288,903Prepaid
                  expenses
              
              
              3,028
              
              
              8,218Total
                  Current Assets
              
              
              114,268
              
              
              297,121Fixed
                  Assets, net of accumulated depreciation of $66,070 and $27,801
                  as
                  ofSeptember
                  30, 2008 and December 31, 2007, respectively
              
              
              322,457
              
              
              344,286TOTAL
                  ASSETS
              
              $
              436,725
              
              $
              641,407**LIABILITIES
                  & STOCKHOLDERS' EQUITY**LiabilitiesCurrent
                  LiabilitiesAccounts
                  Payable & Accrued Expenses
              
              
              47,540
              
              
              39,774Current
                  portion of notes payable
              
              $
              297,504
              
              $
              -Total
                  Current Liabilities
              
              
              345,044
              
              
              39,774Long
                  Term LiabilitiesAccrued
                  Interest
              
              
              22,978
              
              
              -Notes
                  Payable
              
              
              1,250,000
              
              
              -Total
                  Long Term Liabilities
              
              
              1,272,978
              
              
              -Total
                  Liabilities
              
              
              1,618,022
              
              
              39,774Stockholders'
                  EquityCommon
                  Stock, $.001 par value, 100,000,000 shares authorized,17,610,672
                  and 5,455,000 (Pet Express Supply, Inc.) shares issued andoutsstanding
                  as of September 30, 2008 and December 31, 2007,
                  respectively
              
              
              17,611
              
              
              11,880Paid-in-Capital
              
              
              2,270,063
              
              
              1,511,918Preferred
                  Stock, $.001 par value, 10,000,000 shares authorized,no
                  shares and 72 shares issued and outstanding as of September
                  30,2008
                  and December 31, 2007, respectively
              
              
              -
              
              
              216,000Accumulated
                  deficit
              
              
              (3,468,971
              )
              
              (1,138,165
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (1,181,297
              )
              
              601,633TOTAL
                  LIABILITIES & EQUITY
              
              $
              436,725
              
              $
              641,407The
                  accompanying notes are an integral part of these condensed consolidated
                  financial statements




3




**WOOZYFLY
                    INC. (formerly Pet Express Supply, Inc.)****CONDENSED
                    CONSOLIDATED STATEMENT OF
                    OPERATIONS**
  (unaudited)**Quarter**
                
                **Quarter**
                
                **Nine
                    Months**
                
                **Nine
                    Months****Ended**
                
                **Ended**
                
                **Ended**
                
                **Ended****Sept
                    30, 2008**
                
                **Sept
                    20, 2007**
                
                **Sept
                    30, 2008**
                
                **Sept
                    20, 2007**RevenueAdvertising
                    Revenue
                
                
                
                
                $
                2,562
                
                $
                -
                
                $
                5,684
                
                $
                -Total
                    Revenue
                
                
                
                
                
                2,562
                
                
                -
                
                
                5,684
                
                
                -Depreciation
                
                
                
                
                
                -
                
                
                -
                
                
                38,269
                
                
                -General
                    and administrative
                
                
                
                
                
                742,082
                
                
                432,590
                
                
                2,276,392
                
                
                450,044Total
                    Expense
                
                
                
                
                
                742,082
                
                
                432,590
                
                
                2,314,661
                
                
                450,044Loss
                    from Operations
                
                
                
                
                
                (739,520
                )
                
                (432,590
                )
                
                (2,308,977
                )
                
                (450,044
                )Other
                    Income/ExpenseOther
                    IncomeInterest
                    Income
                
                
                
                
                
                566
                
                
                14,352
                
                
                1,146
                
                
                17,429Total
                    Other Income
                
                
                
                
                
                566
                
                
                14,352
                
                
                1,146
                
                
                17,429Other
                    ExpenseInterest
                    Expense
                
                
                
                
                
                22,975
                
                
                -
                
                
                22,975
                
                
                -Total
                    Other Expense
                
                
                
                
                
                22,975
                
                
                
                
                
                22,975Net
                    Other Income
                
                
                
                
                
                (22,409
                )
                
                14,352
                
                
                (21,829
                )
                
                17,429Net
                    Loss
                
                
                
                
                $
                (761,929
                )
                $
                (418,238
                )
                $
                (2,330,806
                )
                $
                (432,615
                )**Basic
                    and diluted loss per share**
                
                
                
                
                $
                (0.05
                )
                $
                (0.04
                )
                $
                (0.18
                )
                $
                (0.04
                )**Weighted
                    average shares****outstanding**
                
                
                
                
                
                15,910,363
                
                
                11,880,000
                
                
                13,223,454
                
                
                11,880,000The
                    accompanying notes are an integral part of these condensed consolidated
                    financial statements


4


**Woozyfly
                  Inc. (Formerly Pet Express Supply, Inc.)****Condensed
                  Consolidated Statement of Cash Flows****(Unaudited)**


For
                  the Nine Months EndedSeptember
                  30,2008
              
              2007Cash
                  flows from operating activitiesNet
                  (loss)
              
              $
              (2,330,806
              )
              $
              (432,615
              )Depreciation
              
              
              38,269
              
              
              -Common
                  stock issued for services
              
              
              200,000
              
              
              -Adjustments
                  to reconcile net (loss) to cashused
                  in operating activities:Prepaid
                  and other assets
              
              
              5,190
              
              
              -Accounts
                  payable and Accrued expenses
              
              
              7,766
              
              
              16,780Accrued
                  interest
              
              
              22,975
              
              
              -Net
                  cash used in operating activities
              
              
              (2,056,606
              )
              
              (415,835
              )Cash
                  flows from investing activitiesPurchase
                  of fixed assets
              
              
              (16,440
              )
              
              (50,658
              )Costs
                  of website design
              
              
              -
              
              
              (235,602
              )Net
                  cash used in investing activities
              
              
              (16,440
              )
              
              (286,260
              )Cash
                  flows from financing activitiesProceeds
                  from notes payable
              
              
              1,547,507
              
              
              -Proceeds
                  from sale of common stock
              
              
              347,876
              
              
              1,504,000Proceeds
                  from sale of preferred stock
              
              
              -
              
              
              216,000Net
                  cash provided from financing activities
              
              
              1,895,383
              
              
              1,720,000Net
                  increase (decrease) in cash
              
              
              (177,663
              )
              
              1,017,905Cash
                  - beginning
              
              
              288,903
              
              
              -Cash
                  - ending
              
              $
              111,240
              
              $
              1,017,905Supplemental
                  disclosures:Interest
                  paid
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -Common
                  stock issued for services
              
              $
              200,000
              
              $
              -Number
                  of common stock shares issued for services
              
              
              360,360
              
              
              -The
                  accompanying notes are an integral part of these condensed consolidated
                  financial statements


5




**WOOZYFLY
        INC. (Formerly Pet Express Supply, Inc.)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        10-Q AS OF 9/30/08**
 
 **NOTE
        1: NATURE OF OPERATIONS**
 
 CJ
        Vision
        Enterprises, Inc. was formed on June 1, 2007 to conduct a business as
        a web commerce merchant through "WOOZYFLY.com" which is an internet music
        site
        and a social networking service that allows members to create unique personal
        profiles online in order to find and communicate with old and new friends,
        and
        to listen to and play music.
  On
        July
        28, 2008, Pet Express Supply, Inc. (the "Company") entered into an Exchange
        Agreement with each of the shareholders of CJ Vision Enterprises, Inc., a
        Delaware corporation doing business as Woozyfly.com, pursuant to which (i)
        the
        Company's shareholder contributed back to the Company's treasury all but
        700,000
        issued and outstanding shares of the Company's common stocks, and (ii) Pet
        Express Supply, Inc. purchased from the shareholders of CJ Vision Enterprises,
        Inc. all issued and outstanding shares of CJ Vision Enterprises, Inc.’s, common
        stock, preferred stock and warrants to purchase CJ Vision Enterprises, Inc.
        stock, in consideration for the issuance of 13,410,672 shares of common stock
        of
        Pet Express Supply, Inc. and, to one of the shareholders of CJ Vision
        Enterprises, Inc., warrants to purchase 3,776,544 shares of common stock
        of Pet
        Express. The Share Exchange resulted in a change in control of Pet Express
        Supply, Inc. with the shareholders of CJ Vision Enterprises, Inc.
        owning 13,410,672 shares of common stock of Pet Express Supply, Inc. out of
        a total of 17,610,672 issued and outstanding shares after giving effect to
        the Share Exchange.  Also, the shareholders of CJ Vision Enterprises,
        Inc. were elected directors of Pet Express Supply, Inc. and appointed as
        its
        executive officers.  As a result of the Exchange Agreement, (i) CJ
        Vision Enterprises, Inc. became a wholly-owned subsidiary of Pet Express
        Supply,
        Inc. and (ii) Pet Express Supply, Inc. succeeded to the business of CJVE
        as its
        sole business.  Following the closing of the above transactions, Pet
        Express Supply, Inc. changed its corporate name to WoozyFly
        Inc. effectuated a 6:1 stock split.
  The
        accompanying financials reflect the stock split and as such the authorized
        and
        outstanding common stock has been retroactively restated.
 
 **NOTE
        2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 a)
        Basis
        of Presentation
 
 The
        accompanying unaudited interim consolidated financial statements of Woozyfly
        Inc. have been prepared in accordance with accounting principles generally
        accepted in the United States of America and the rules of the Securities
        and
        Exchange Commission (the “SEC”), and should be read in conjunction with Woozyfly
        Inc.’s audited consolidated financial statements for the year ended
        December 31, 2007, and notes thereto. This summary of significant
        accounting policies of the Company is presented to assist in understanding
        the
        Company's financial statements. The financial statements and notes are
        representations of the Company's management who are responsible for their
        integrity and objectivity.
 
 b)
        Accounting Pronouncements
 
 Income
        Taxes
 The
        Company accounts for income taxes according to the provisions of SFAS No.
        109,
        Accounting for Income Taxes (“SFAS 109”). SFAS 109 requires recognition of
        deferred tax assets and liabilities to reflect the expected future tax
        consequences of temporary differences between the financial statement and
        tax
        basis of assets and liabilities. Deferred tax assets are reduced by a valuation
        allowance when it is more likely than not that some or all of the deferred
        tax
        asset will not be realized. Based upon continued assessment of the realization
        of the net deferred tax asset and the initial year operating loss, the Company
        concluded that it was appropriate to establish a full valuation allowance
        for
        the net deferred tax asset in 2008. In future periods, the Company's earnings
        or
        losses will not be tax-effected until such time as the certainty of future
        tax
        benefits can be reasonably assured.
 
 At
        September 30, 2008, the Company had a net operating loss of approximately
        $3,468,971 which is available to reduce taxable income if any in subsequent
        years and expires in 20 years.
  6
  Stock
        Based Compensation
 The
        Company accounts for stock options and warrants using the fair value recognition
        provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123
        (Revised 2004), “Share-Based Payment,” (“SFAS 123(R)”). SFAS 123(R) addresses
        all forms of share based compensation awards including shares issued under
        employment stock purchase plans, stock options, restricted stock and stock
        appreciation rights. Under SFAS 123(R), share based payment awards will be
        measured at fair value on the awards grant date, based on the estimated number
        of awards that are expected to vest and will be reflected as compensation
        expense in the financial statements.
 
 Recently
        Issued Accounting Pronouncements
 In
        September 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued
        SFAS No. 157 (‘‘SFAS 157’’), ‘‘Fair Value Measurements.’’ Among other
        requirements, SFAS 157 defines fair value and establishes a framework for
        measuring fair value and also expands disclosure about the use of fair value
        to
        measure asset and liabilities. SFAS 157 is effective beginning the first
        fiscal
        year that begins after November 15, 2007. The Company is currently
        evaluating the impact of SFAS 157 on its financial position and results of
        operations.
 
 In
        February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) ‘‘The Fair Value
        Opinion for Financial Assets and Financial Liabilities - Including an amendment
        of FASB Statement No. 115’’ which permits entities to choose to measure many
        financial instruments and certain other items at fair value.
  The
        fair
        value option established by this Statement permits all entities to choose
        to
        measure eligible items at fair value at specified election dates. A business
        entity shall report unrealized gains and losses on items for which the
        fair
        value option has been elected in earnings at each subsequent reporting date.
        Adoption is required for fiscal years beginning after
        November 15, 2007. Early adoption is permitted as of the beginning of
        a fiscal year that begins on or before November 15, 2007, provided the
        entity also elects to apply the provisions of SFAS 159. The Company is currently
        evaluating the expected effect of SFAS 159 on its financial statements and
        is
        currently not yet in a position to determine such effects.
 
 In
        December 2007, the Financial Accounting Standards Board (‘‘FASB’’) issued
        Statement of Financial Accounting Standards No. 141 (revised 2007),
        Business Combinations (‘‘SFAS 141(R)’’). SFAS 141(R) changes accounting for
        acquisitions that close beginning in 2009 in a number of areas including
        the
        treatment of contingent consideration, contingencies, acquisition costs,
        IPR&D and restructuring costs. More transactions and events will
        qualify as business combinations and will be accounted for at fair value
        under
        the new standard. SFAS 141(R) promotes greater use of fair values in
        financial reporting. In addition, under SFAS 141(R), changes in deferred
        tax asset valuation allowances and acquired income tax uncertainties in a
        business combination after the measurement period will impact income tax
        expense. Some of the changes will introduce more volatility into earnings.
        SFAS 141(R) is effective for fiscal years beginning on or after
        December 15, 2008. The Company has not yet determined the impact this
        standard will have on its financial statements.
  In
        December 2007, the FASB issued Statement of Financial Accounting Standards
        No. 160, Noncontrolling Interests in Consolidated Financial Statements, an
        amendment of ARB No. 51 (‘‘SFAS 160’’). SFAS 160 will change the
        accounting and reporting for minority interests, which will be recharacterized
        as noncontrolling interests (NCI) and classified as a component of equity.
        This new consolidation method will significantly change the accounting for
        transactions with minority interest holders. SFAS 160 is effective for fiscal
        years beginning after December 15, 2008. The Company has not yet determined
        the impact, if any, of SFAS 160 on its financial statements. In December
        2007,
        the Securities and Exchange Commission issued Staff Accounting Bulletin
        No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2
        of Topic 14, Share-Based Payment of the Staff Accounting Bulletin series.
        Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding
        the use of the “simplified” method in developing an estimate of the expected
        term of “plain vanilla” share options and allows usage of that method for option
        grants prior to December 31, 2007. SAB 110 allows public companies which do
        not have sufficient historical experience to provide a reasonable estimate
        to
        continue the use of this method for estimating the expected term of “plain
        vanilla” share option grants after December 31, 2007. The adoption of this
        pronouncement by the Company has not had an effect on its financial
        statements.
 
 In
        February 2008, the FASB issued Staff Position No. FAS 140-3, “Accounting for
        Transfers of Financial Assets and Repurchase Financing Transactions,” which
        provides guidance on accounting for a transfer of a financial asset and a
        repurchase financing. This accounting guidance presumes that an initial transfer
        of a financial asset and a repurchase financing are considered part of the
        same
        arrangement (linked transaction) under SFAS No. 140. However, if certain
        criteria are met, the initial transfer and repurchase financing shall be
        evaluated separately under SFAS No. 140. Staff Position No. FAS 140-3 will
        be
        effective for financial statements issued for fiscal years beginning after
        November 15, 2008, and for interim periods within those fiscal years. Early
        adoption is prohibited. Management is evaluating the potential effect this
        guidance may have on its financial condition and results of
        operations.
  7
  In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
        Instruments and Hedging Activities - an amendment of FASB Statement No.
        133,” (“SFAS 161”) as amended and interpreted, which requires enhanced
        disclosures about an entity’s derivative and hedging activities and thereby
        improves the transparency of financial reporting. Disclosing the fair values
        of
        derivative instruments and their gains and losses in a tabular format provides
        a
        more complete picture of the location in an entity’s financial statements of
        both the derivative positions existing at period end and the effect of using
        derivatives during the reporting period. Entities are required to provide
        enhanced disclosures about (a) how and why an entity uses derivative
        instruments, (b) how derivative instruments and related hedged items are
        accounted for under Statement 133 and its related interpretations, and (c)
        how
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. SFAS No. 161 is effective
        for
        financial statements issued for fiscal years and interim periods beginning
        after
        November 15, 2008. Early adoption is permitted, but not expected.
 
 Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards if currently adopted would have a material effect on
        the
        accompanying financial statements.
  **NOTE
        3: COMMITMENTS AND CONTINGENCIES**
 
 The
        Company subleases its office facilities from a related party for a twelve
        month
        period commencing December 1, 2007 and expiring November 30, 2008 at a minimum
        rental of $13,000 per month. Rent expense charged to operations through
        September 30, 2008 was $ 75,821. Minimum future rentals are as
        follows:
 
 Year
              
              Amount2008
              
              
              $26,000
 
 Commencing
        December 1, 2008 the Company will be month to month with its’ current landlord.
        The rent is expected to be in the range of $3,000-$4,000 due to the Company’s
        reduced need for space. The Company plans on remaining month to month in
        the
        near term until a more permanent rental arrangement is made with the current
        landlord or the Company decides to relocate its offices.
 
 The
        Company assumed its president's employment contract, that provides for
        a base annual salary and bonuses based on the Company's discretion. At September
        30, 2007, the total commitment through June 15, 2010, excluding bonus was
        $256,250. The Company has also granted stock options to its President of
        720,000 shares (post stock split) at $0.17 per share and stock options of
        1,020,000 (post stock split) at $0.25 per share. The employment
        agreement can be terminated on notice, with 3 months base salary as severance.
 
 The
        Company entered into an agreement with a company owned by a Board member
        whereby
        that company would allow WoozyFly Inc. use of their recording studio and
        engineers at agreed upon times in exchange for reimbursement of out of pocket
        costs, promotion rights, and a future split on revenue, if any. The agreement
        was amended, on January 10, 2008, to provide the Company with 100 recording
        sessions at a rate of $2,000 per session through December 31, 2008.  The
        Company issued 360,360 shares of Common Stock (post stock split) in lieu of
        payment.
 
 Additional
        options were granted to other original employees of CJ Vision Enterprises,
        Inc. of 540,000 shares (post stock split) at $0.17 per share and director
        options of 1,440,000 shares (post stock split) at $0.38 per share.
  Convertible
          Notes
  On
          July
          25, 2008, Woozyfly Inc. entered into a Loan and Security Agreement (the
          "Loan
          Agreement") providing for the issuance to several accredited investors
          by
          Woozyfly Inc. of its 6% Convertible Notes due June 30, 2011 ("Convertible
          Notes"). Pursuant to the Loan Agreement an aggregate principal amount of
          $1,350,000 of Convertible
          Notes have been issued; all but $100,000 in aggregate principal amount
          of such
          Convertible Notes were issued in the third quarter. An aggregate principal
          amount of
          $350,000 of such Convertible Notes were issued pursuant to the Exchange Agreement
          dated July 25, 2008 to Corporation Communication Network, Inc., Lynn Cole Capital,
          and MKM Opportunity Master Fund, LP in exchange for convertible notes issued in
          the
          same principal amount to such investors by C J Vision Enterprises, Inc.
          The
          entire principal
          amount under the Convertible Notes plus all accrued and unpaid interest
          is due
          on
          June 30, 2011. Interest is payable on the last day of each calendar quarter,
          commencing September 30, 2008. Woozyfly Inc. may make interest payments
          in cash, or
          at its
          option through the reduction of the conversion price discussed
          below.
  The
          Convertible Notes may be converted at a time, at the option of the holder, into
          shares of common stock of Woozyfly Inc. at $0.67 per share. The conversion
          price is
          subject to adjustment in event Woozyfly Inc. issues shares (or securities
          convertible into
          shares) at a price that is lower than the then applicable conversion
          price.
  Woozyfly
          Inc. has the right to force conversion of the entire outstanding principal
          amount (or a portion thereof), provided, generally that there is then an
          effective registration statement in effect with the respect to the shares
          issuable upon conversion
          of the Convertible Notes, the trading price of Woozyfly Inc.'s common stock
          is
          greater than $1.17 and the average daily trading volume for the preceding
          15
          trading days
          exceeds 50,000.
  The
          Convertible Notes are subject to mandatory prepayment by Woozyfly Inc.
          in the
          event of a financing, and the proceeds of such financing exceed $4,000,000,
          in
          which case
          all
          of the proceeds of such financing(s) in excess of $4,000,000 must be used
          to
          prepay the Convertible Notes, with the holders of Convertible Notes receiving
          a
          proportionate share of such proceeds.
  In
          connection with the issuance of the Convertible Notes, Woozyfly Inc. granted to
          the
          investors five-year warrants to pur chase
          an
          aggregate of 1,518,750 shares of  common
          stock of Woozyfly Inc. at $0.75 per share. The warrants contain cashless
          exercise provisions that enable the holder to exercise the warrants without
          paying additional
          consideration and to receive a reduced number of shares in accordance with a
          formula
          set forth in the warrant.
  Exchange
          Notes
  Pursuant
          to the Exchange Agreement, Woozyfly Inc. issued to two accredited investors
          (assignees of Peter Newman) an aggregate principal amount of $297,504.00
          of 6%
          Promissory Notes due June 30, 2009 ("Exchange Notes") in exchange for a convertible
          note issued to Peter Newman in the same principal amount by C J Vision Enterprises,
          Inc. The principal and accrued interest are payable on the maturity date, June
          30,
          2009.
  One
          of
          the Exchange Notes, in an aggregate principal amount of $36,000, is subject
          to
          mandatory prepayment by Woozyfly Inc. when at least. $800,000 has been raised
          by
          Woozyfly Inc. in connection with the issuance of Convertible Notes pursuant
          to the
          Loan
          Agreement (the "Funding"). That condition has been met, and consequently, such
          Exchange Note is immediately prepayable.
  The
          other
          Exchange Note, in an aggregate principal amount of $261,504, is subject
          to
          mandatory prepayment by Woozyfly Inc. as follows: (i) if more than $2,000,000
          is raised in the Funding, 50% of the aggregate amount of the Funding that was
          not
          introduced by MKM Capital, any present or former affiliate of MKM or its
          principals, or any officer or director of Woozyfly Inc., shall be applied
          to
          prepayment of such
          Exchange Note, up to a maximum prepayment amount equal to the excess of
          the total
          amount raised in the Funding over $2,000,000; and (ii) the balance of unpaid
          principal and interest is mandatorily prepayable from the first amounts
          in
          excess of $3,000,000 raised in the Funding or in any subsequent financing
          by
          Woozyfly Inc.
  The
          Convertible Notes and the Exchange Notes rank senior to all current and
          future
          indebtedness of Woozyfly Inc. and are secured by substantially all of the
          assets
          of Woozyfly Inc.
 8






**Equity**
 
 On
        July
        28, 2008, Pet Express Supply, Inc. entered into an Exchange Agreement (the
        “Exchange Agreement”) with each of the shareholders of CJ Vision Enterprises,
        Inc., a Delaware corporation doing business as Woozyfly.com ("CJVE"), pursuant
        to which (i)
        the
        stockholders of Pet Express Supply, Inc. contributed back to the Company’s
        Treasury all but 4,200,000 of the issued and outstanding shares of common
        stock of Pet Express Supply, Inc., and (ii) Pet
        Express Supply, Inc. purchased from the shareholders of CJ Vision Enterprises,
        Inc. all issued and outstanding shares of CJ Vision Enterprises, Inc.’s, common
        stock, preferred stock and warrants to purchase CJ Vision Enterprises, Inc.
        stock, in consideration for the issuance of 13,410,672 shares of common
        stock of Pet Express Supply, Inc. and, to one of the shareholders of CJ Vision
        Enterprises, Inc., warrants to purchase 3,776,544 shares of common stock of
        Pet Express (the "Share Exchange").
 
 The
        Share
        Exchange resulted in a change in control of Pet Express Supply, Inc. with
        the
        shareholders of CJ Vision Enterprises, Inc. owning 13,410,672 shares of common
        stock of Pet Express Supply, Inc. out of a total of 17,610,672 issued and
        outstanding shares after giving effect to the Share Exchange.  Also,
        the directors of CJ Vision Enterprises, Inc. were elected directors of Pet
        Express Supply, Inc. and the officers of CJVE appointed as the
        Company's executive officers.  As a result of the Exchange
        Agreement, (i) CJ Vision Enterprises, Inc. became a wholly-owned subsidiary
        of
        Pet Express Supply, Inc. and (ii) Pet Express Supply, Inc. succeeded to the
        business of CJVE as its sole business.
 
 Pursuant
        to the Exchange Agreement, the Shareholders transferred all of their CJVE
        shares
        and warrants to purchase shares to Pet Express in consideration of the issuance
        of 13,410,672 shares of common stock Pet express to the Shareholders. One
        of the Shareholders also exchanged its warrants to purchase CJVE stock for
        warrants to purchase 3,776,544 shares of Pet Express common stock at $0.01
        per
        share. The common stock was issued as follows:
 
 **Name**
              
              **Number of**
                **Shares**Vision
                  Opportunity Master Fund Ltd.
              
              
              1,743,456DigitalFX
                  International, Inc.
              
              
              5,520,000WF
                  Holdings, LLC
              
              
              2,430,000Bleecker
                  Holdings, Inc.
              
              
              2,430,000Others
              
              
              1,287,216**Total**
              
              
              13,410,672
  NOTE
        4:
        Subsequent Events
  On
        10/21/08 Vision Opportunity Master Fund, Ltd entered into a promissory note
        for
        $100,000 under the Woozyfly Inc., 6% Convertible Notes due on June 30,
        2011. This loan can convert to 150,000 share of Common Stock at $0.67 a share
        as
        well as the grant of warrants to purchase 112,500 shares of Common
        Stock.
  9
  
 10




**ITEM
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





CAUTIONARY
      NOTE REGARDING FORWARD LOOKING STATEMENTS





Some
      of
      the statements contained in this Form 10-Q that are not historical facts are
      "forward-looking statements" which can be identified by the use of terminology
      such as "estimates," "projects," "plans," "believes," "expects," "anticipates,"
      "intends," or the negative or other variations, or by discussions of strategy
      that involve risks and uncertainties. We urge you to be cautious of the
      forward-looking statements, that such statements, which are contained in this
      Form 10-Q, reflect our current beliefs with respect to future events and involve
      known and unknown risks, uncertainties and other factors affecting our
      operations, market growth, services, products and licenses. No assurances can
      be
      given regarding the achievement of future results, as actual results may differ
      materially as a result of the risks we face, and actual events may differ from
      the assumptions underlying the statements that have been made regarding
      anticipated events. Factors that may cause actual results, our performance
      or
      achievements, or industry results, to differ materially from those contemplated
      by such forward-looking statements include without limitation:





**•**
            
            our
                ability to attract and retain management;**•**
            
            our
                growth strategies;**•**
            
            anticipated
                trends in our business;**•**
            
            our
                future results of operations;**•**
            
            our
                ability to raise capital when needed and on acceptable terms and
                conditions;**•**
            
            the
                impact of government regulation;





**•**
            
            the
                ability of our management team to execute its plans to meet its
                goals;**•**
            
            general
                economic conditions, whether internationally, nationally or in the
                regional and local market areas in which we are doing business, that
                may
                be less favorable than expected; and**•**
            
            other
                economic, competitive, governmental, legislative, regulatory, geopolitical
                and technological factors that may negatively impact our businesses,
                operations and pricing.





All
      written and oral forward-looking statements made in connection with this Form
      10-Q that are attributable to us or persons acting on our behalf are expressly
      qualified in their entirety by these cautionary statements. Given the
      uncertainties that surround such statements, you are cautioned not to place
      undue reliance on such forward-looking statements.





**History**





On
      July
      28, 2008, Pet Express Supply, Inc. entered into an Exchange Agreement (the
      “Exchange Agreement”) with each of the shareholders of CJ Vision Enterprises,
      Inc., a Delaware corporation doing business as Woozyfly.com, pursuant to which
      Pet Express Supply, Inc. purchased from the shareholders of CJ Vision
      Enterprises, Inc. all issued and outstanding shares of CJ Vision Enterprises,
      Inc.’s, common stock, preferred stock and warrants to purchase CJ Vision
      Enterprises, Inc. stock, in consideration for the issuance of 2,235,112 shares
      of common stock of Pet Express Supply, Inc. and, to one of the shareholders
      of
      CJ Vision Enterprises, Inc., warrants to purchase 629,424 shares of common
      stock
      of Pet Express (the "Share Exchange").




11






The
      Share
      Exchange resulted in a change in control of Pet Express Supply, Inc. with the
      shareholders of CJ Vision Enterprises, Inc. owning 13,410,672 shares of common
      stock of Pet Express Supply, Inc. out of a total of 17,610,672 issued and
      outstanding shares after giving effect to the Share Exchange.  Also,
      the shareholders of CJ Vision Enterprises, Inc. were elected directors of Pet
      Express Supply, Inc. and appointed as its executive officers.  As a
      result of the Exchange Agreement, (i) CJ Vision Enterprises, Inc. became a
      wholly-owned subsidiary of Pet Express Supply, Inc. and (ii) Pet Express Supply,
      Inc. succeeded to the business of CJVE as its sole
      business.  Following the closing of the above transactions, Pet
      Express Supply, Inc. changed its corporate name to WoozyFly Inc.




For
      a
      more detailed explanation of the above transactions please see the Company’s
      Form 8-K filed with the SEC on August 1, 2008.





**Overview**





Music
      industry veterans and experts in internet marketing, social networks and
      technology founded WOOZYFLY.com and WOOZY Productions. The goal was to create
      the first truly complete music and entertainment resource for broadcasting,
      promotion, marketing, distribution, licensing, communication, and user generated
      content online. To this end, the Company has created a platform for bands and
      solo artists, fans and internet DJs and VJs to connect with each other while
      discovering new music and entertainment; and for record labels and other
      companies to market and promote their artists and products.




The
      WOOZYFLY.com website offers many services to its members and visitors. Anyone
      can be a visitor simply by going to the website ( www.woozyfly.com ). Such
      services include:




**•**
            To
                all users, including both members and visitors, free music video
                programming, including thousands of licensed videos and original
                videos
                and audio-only recordings produced by WOOZY
                Productions.**•**
            To
                members, the ability to creating a profile page and then to post
                user-generated content.**•**
            To
                members who become “EJs”, the ability to broadcast their own internet
                shows using content they upload to their page, or WOOZYFLY.com licensed
                and original content.**•**
            To
                members, social networking, communication and marketing/promotion
                tools—including   streaming, live and archived video,
                video-messaging, video e-mail, video chat, video blogs, video classifieds,
                mobile delivery, podcasts.




*Revenue
      Sources*




WOOZYFLY.com
      and WOOZY Productions have multiple sources of revenue. Of these sources, only
      the first mentioned below, advertising sales, has yet produced revenue for
      the
      Company.




*Advertising
      Sales* .
      One of
      these sources is advertising sales. Advertising vehicles offered by WOOZYFLY.com
      include:




o
            Display
                and Video Advertising on the Website. WOOZYFLY.com offers for sale
                display
                ads, video ads, pop-ups and banner ads that are available in standard
                internet advertising formats. Video within display ads can be auto-
                or
                user-initiated with either a click or mouseover. Banners are available
                in
                all types, including Leaderboard, Skyscraper, and Menu
                placements.




12




o
            WOOZYFLY.com
                is also selling the right to sponsor EJ shows, live and archived
                concerts,
                and other events on the WOOZYFLY.com website.o
            WOOZYFLY.com
                is also offering to corporate advertisers the right to set up a sponsored
                channel on the woozyfly.com website, with original, customized content
                to
                be provided by WOOZYFLY.com and Woozy Productions
                .


At
      present WOOZYFLY.com sells advertising through third party servers that place
      ads on the web site, as well as through its internal sales force.




*“White
      Label” Technology Solutions*




WOOZYFLY.com
      creates marketing and promotional platforms with a music and entertainment
      backbone for corporations and strategic partners, record labels and management
      companies to help promote their products, services and artists. By providing
      this platform WOOZYFLY.com enables and helps these corporations to create their
      own 24 hours a day, online television network to enable a unique marketing
      and
      promotional vehicle. These affiliates can create original programming (with
      the
      help of WOOZYFLY.com ’s internal resources), stream commercials, and broadcast
      live interviews with spokespersons, press conferences, tradeshows, concerts,
      events, etc.




*Sales
      and Licensing of Owned Content*




The
      Company has a catalogue of over 1,400 original music videos and 1,400 audio-only
      master recordings corresponding to such videos. In addition, the Company has
      hundreds of videos of interviews with bands, interviews with fans and other
      programming around music events, and other music-related programming. Over
      90%
      of these recordings, both video and audio, are owned by the Company. The Company
      is developing a plan to package and sell or license video products and audio
      products embodying the owned content. Such products could include single-artist
      CDs, compilation CDs, concert DVD’s, compilation DVD’s of music videos,
      downloads of music videos and audio-only sound recordings, licenses of
      audio-only master recordings for use in soundtracks of motion pictures,
      television shows and video games, and sales of subscriptions to listen to
      certain video products and/or audio-only recordings. Under most of the
      agreements with the artists pursuant to which these recordings were produced,
      the artist must approve any commercial exploitation and may receive a royalty
      or
      share of profits from such exploitation.




The
      video
      and audio recordings that are not owned by the Company are licensed to the
      Company by the artists and/or record labels for streaming for various license
      periods. In most cases, the production and license agreements for such content
      require the owner to pay to the Company a royalty or percentage of profits
      resulting from the commercial exploitation of such content (see “ *Sales
      of Production Services* ”
      below).




*Sales
      of Production Services*




The
      Company can sell the services of Woozy Productions’ experienced and gifted video
      production team to record labels and artists who would like to have music videos
      or a concert video created on a work-for-hire basis. The Company has entered
      into several of such work-for-hire agreements, receiving streaming rights to
      the
      videos as compensation, as well as contingent income in the form of profit
      share
      in the event that the owner of the recordings exploits the recordings
      commercially. Such arrangements have been entered into with the well-known
      bands
      Lordi and Less Than Jake for concert videos. The Company anticipates that it
      may
      receive significant revenue from commercial exploitation of home video products
      embodying such videos in the future. In the future Woozy Productions may also
      be
      able to charge more substantial fees for its production services, including
      up-front payments that cover expenses, overhead and guaranteed
      profit.




13




*Affiliate
      Networks*




The
      Company can make money by becoming affiliates of other websites that sell
      products and share revenue from such sales with the affiliate directing
      customers to their site. The Company has commenced discussion with several
      of
      such websites.




**RESULTS
      OF OPERATIONS**




*Three
      Months Ended September 30, 2008 Compared to Three Months Ended September 30,
      2007*




**2008**
            
            **2007**
            
            **Increase**
              **(Decrease)**Total
                revenues (1)
            
            $
            2,562
            
            $
            0
            
            $
            2,562Total
                operating expenses
            
            
            742,081
            
            
            432,590
            
            
            309,491Income
                (loss) from operations
            
            
            (739,519
            )
            
            (432,590
            )
            
            306,929Total
                other income (expenses)
            
            
            (22,409
            )
            
            14,352
            
            
            (36,761
            )Net
                loss
            
            $
            (761,928
            )
            $
            (418,239
            )
            $
            343,690


(1)
      Comparisons are to revenue and expense, income
      and loss items of CJ Vision Enterprises, Inc., for the period ended as of the
      stated dates.




*Revenues:* Total
      revenues for the quarter ended September 30, 2008 totaled $2,562, compared
      to $0
      for the quarter ended September 30, 2007.  This revenue increase was
      due to a few small advertising sales.




*Expenses:* Total
      operating expenses for the third quarter of 2008 were $742,081, compared to
      $432,590 in the third quarter of 2007.  This change is comprised of
      increases in general and administrative expenses and costs related to the
      increased production of content for the website.




*General
      and Administrative Expense:* The
      $309,491 increase in general and administrative expense to $742,081 for the
      three months ended September 30, 2008 from $432,590 for the three months ended
      September 30, 2007 is primarily due to professional fees and payroll
      expenses.  Increased legal, accounting and regulatory filing expenses
      have been incurred as a result of the Company’s merger.




*Operating
      Loss:* As a
      result of the above described revenues and expenses, we incurred a net operating
      loss of $761,928 in the second quarter of 2008 as compared to an operating
      loss
      of $418,239 in the second quarter of 2007.




*Nine
      Months Ended September 30, 2008 Compared to Nine Months Ended September 30,
      2007*




**2008**
            
            **2007**
            
            **Increase**
              **(Decrease)**Total
                revenues (1)
            
            $
            5,684
            
            $
            0
            
            $
            5,684Total
                operating expenses
            
            
            2,314,661
            
            
            432,590
            
            
            1,864,617Income
                (loss) from operations
            
            
            (2,308,977
            )
            
            (450,044
            )
            
            1,859,933Total
                other income (expenses)
            
            
            (21,829
            )
            
            17,429
            
            
            (39,258
            )Net
                loss
            
            $
            (2,330,806
            )
            $
            (432,615
            )
            $
            1,898,191


(1)
      Comparisons are to revenue and expense, income
      and loss items of CJ Vision Enterprises, Inc., for the period ended as of the
      stated dates.


14




*Revenues:* Total
      revenues for the nine months ended September 30, 2008 totaled $5,684, compared
      to $0 for the nine months ended September 30, 2007.  This revenue
      increase was due to a few small advertising sales.




*Expenses:* Total
      operating expenses for the first nine months of 2008 were $2,314,661, compared
      to $450,044 in the first nine months of 2007.  This change is
      comprised of increases in general and administrative expenses and costs related
      to the increased production of content for the website.




*General
      and Administrative Expense:* The
      $1,864,617 increase in general and administrative expense to $2,314,661 for
      the
      nine months ended September 30, 2008 from $450,044 for the nine months ended
      September 30, 2007 is primarily due to increase professional fees related to
      the
      merger and financial statement audit.  Increased payroll, production
& contractor fees related to the production of the Company’s proprietary
      content attributed most of the increase to G&A expenses.




*Operating
      Loss:* As a
      result of the above described revenues and expenses, Pet Express Supply,
      Inc. incurred a net operating loss of $2,330,806 in the first nine months
      of 2008 as compared to an operating loss of $432,615 by CJ Vision
      Enterprises, Inc. in the first nine months of 2007.




**LIQUIDITY
      AND CAPITAL RESOURCES**





*Summary*




The
      Company ended the third quarter of 2008 with approximately $111,000 in cash
      and
      cash equivalents, compared to approximately $289,000 at December 31,
      2007.  The decrease in cash and cash equivalents is related to
      expenses related to the development of content and working capital needs for
      the
      Company’s main business woozyfly.com.




*Cash
      Flows*




The
      following table summarizes the Company’s cash flows for the nine months ended
      September 30, 2008 and 2007:




**Nine Months Ended**
              **September 30,****2008**
            
            **2007
                (1)**Total
                cash provided by (used in):Operating
                activities
            
            $
            (2,056,606
            )
            $
            (415,835
            )Investing
                activities
            
            
            (16,440
            )
            
            (286,260
            )Financing
                activities
            
            
            1,895,383
            
            
            1,720,000Increase
                (decrease) in cash and cash equivalents
            
            $
            (177,663
            )
            $
            1,017,905


(1)
      Comparisons are to comparable line items of CJ
      Vision Enterprises, Inc. for the period ended as of the stated
      dates.


15




Cash
      used
      in operating activities in the first nine months of 2008 totaled $2,056,606,
      compared to $415,835 provided by operating activities in the first nine months
      of 2007.  The change is primarily due to an increased development in
      content for the website, and by an increase in the net loss.  The net
      loss was $2,330,806 in the first nine months of 2008, an increase from the
      net
      loss of $432,615 in the first nine months of 2007.




Cash used
      in investing activities in the first nine months of 2008 was $16,440 compared
      to
      cash used of $286,260 in the first nine months of 2007.  The change is
      due primarily to no major capital expenditures during 2008 and the capital
      investments needed for the launch of the Company.




Cash
      provided in financing activities in the first nine months of 2008 totaled
      $1,895,383, compared to $1,720,000 of cash provided by financing activities
      in
      the first nine months of 2007.  This change is due primarily to the
      working capital needs of the Company during the start up phase where operating
      revenue generated remains insignificant.




*Sources
      of Liquidity*




The
      Company’s most significant source of liquidity continues to be the funds
      generated by the exiting investors and note holders of the Company. The Company
      believes that the proceeds from the notes will be sufficient to finance its
      operations for the reminder of 2008.  However, future administrative
      requirements (such as salaries, insurance expenses, general overhead expenses,
      legal compliance costs and accounting expenses) will require a substantial
      amount of additional capital and cash flow.




The
      Company plans to pursue sources of additional capital through various financing
      transactions or arrangements, debt financing, equity financing or other
      means.  The Company should also begin to increase the operating
      revenue streams as advertising revenue sales increase due to increase traffic
      to
      its’ website.




**CRITICAL
      ACCOUNTING 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 reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




**Effect
      of Recently Issued Accounting Pronouncements**




Management
      does not believe that any recently issued, but not yet effective, accounting
      standards, if currently adopted, would have a material effect on the
      accompanying financial statements.




**Income
      Taxes**




None.




16




**Overview**




You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with our financial statements and the related
      notes appearing in this Report.  Some of the information contained in
      this discussion and analysis or set forth elsewhere in this Report, including
      information with respect to our plans and strategy for our business and related
      financing, includes forward-looking statements that involve risks and
      uncertainties.  You should review the “Risk Factors” section of this
      Report for a discussion of important factors that could cause actual results
      to
      differ materially from the results described in or implied by the
      forward-looking statements contained in the following discussion and
      analysis.




As
      a
      result of the reverse merger described in our current report on Form 8-K (“Form
      8-K) filed with the SEC on August 1, 2008, the Company became involved in online
      music and social networking.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





Not
      applicable.





**Item
      4. Controls and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**




Our
      management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
      Exchange Act) that is designed to ensure that information required to be
      disclosed by the Company in the reports that we file or submit under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      specified in the Commission's rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer's management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.




Pursuant
      to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation
      with the participation of the Company’s management, including Jonathan Bomser,
      the Company’s President and Chief Executive Officer (“CEO”) and Todd Bomser the
      Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s
      disclosure controls and procedures (as defined under Rule 13a-15(e) under the
      Exchange Act) as of the three months ended September 30, 2008.  Based
      upon that evaluation, the Company’s CEO and CFO concluded that the Company’s
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by the Company in the reports that the Company files
      or
      submits under the Exchange Act, is recorded, processed, summarized and reported,
      within the time periods specified in the SEC’s rules and forms, and that such
      information is accumulated and communicated to the Company’s management,
      including the Company’s CEO and CFO, as appropriate, to allow timely decisions
      regarding required disclosure.




**Changes
      in internal controls**




Our
      management, with the participation our Chief Executive Officer and Chief
      Financial Officer, performed an evaluation as to whether any change in our
      internal controls over financial reporting  occurred during the 2008
      Quarter ended September 30, 2008.  Based on that evaluation, our Chief
      Executive Officer and our Chief Financial Officer concluded that no change
      occurred in the Company's internal controls over financial reporting during
      the
      2008 Quarter ended September 30, 2008 that has materially affected, or is
      reasonably likely to materially affect, the Company's internal controls over
      financial reporting.





17





**PART
      II**


**OTHER
      INFORMATION**




**Item
      1. Legal Proceedings.**





From
      time
      to time we may be a defendant and plaintiff in various legal proceedings arising
      in the normal course of our business. We are currently not a party to any
      material pending legal proceedings or government actions, including any
      bankruptcy, receivership, or similar proceedings. In addition, management is
      not
      aware of any known litigation or liabilities involving the operators of our
      properties that could affect our operations. Should any liabilities be incurred
      in the future, they will be accrued based on management’s best estimate of the
      potential loss. As such, there is no adverse effect on our consolidated
      financial position, results of operations or cash flow at this time.
      Furthermore, Management of the Company does not believe that there are any
      proceedings to which any director, officer, or affiliate of the Company, any
      owner of record of the beneficially owned more than five percent of the common
      stock of the Company, or any associate of any such director, officer, affiliate
      of the Company, or security holder is a party adverse to the Company or has
      a
      material interest adverse to the Company.




**Item
      1A. Risk Factors.**





**RISKS
      RELATED TO OUR BUSINESS**




***We
      have incurred significant losses to date and may continue to incur
      losses.***




From
      inception on June 1, 2007 through the period ended September 30,
      2008,  we incurred a net loss of $3,468,971. Woozyfly may
      continue to incur losses for at least the next 12 months.  Continuing
      losses will have an adverse impact on our cash flow and may impair our ability
      to raise additional capital required to continue and expand our operations.
      We
      shall continue to attempt on an ongoing basis to complete our private placement
      and to raise additional capital.




***We
      have a limited operating history for you to evaluate our business. We may never
      attain profitability.***




We
      have
      been engaged in the business of internet music and social networking service
      for
      only a short amount of time, and have limited current operations.  The
      business of developing and maintaining websites is inherently
      risky.  As a company with limited operating history, it is
      difficult for potential investors to evaluate our business.  Our
      proposed operations are therefore subject to all of the risks inherent in light
      of the expenses, difficulties, complications and delays frequently encountered
      in connection with the formation of any new business, as well as those risks
      that are specific to our industry.  Investors should evaluate us in
      light of the delays, expenses, problems and uncertainties frequently encountered
      by companies developing markets for new products, services and
      technologies.  We may never overcome these obstacles.




***Intense
      competition in the internet social networking industry and in the music media
      industry may adversely affect our revenue and
      profitability.***




We
      operate in a highly competitive environment and we compete for members, visitors
      and advertisers with numerous well established internet social networking sites,
      as well as many smaller and/or newer sites. As a music media company, we compete
      for consumers and advertisers with other companies in the music media business,
      including internet, television and print media companies. In addition to music,
      there are numerous entertainment products and services available to consumers
      and, as a result, we also compete with companies that operate in the television,
      movie and video game industries. If we are unable to differentiate our products
      and generate sufficient appeal in the marketplace, our ability to achieve our
      business plan may be adversely affected. The effect of such competition has
      been
      to put pressure on profit margins and to involve us in vigorous competition
      to
      obtain and retain consumers and advertisers.




18




As
      compared to us, many of our competitors have:




**•**
            significantly
                longer operating histories and greater brand
                recognition;**•**
            greater
                financial, management and other
                resources.


If
      we are unable to compete effectively in our market, our revenue and
      profitability may be adversely affected.




***Our
      success depends on the scope of our intellectual property rights and not
      infringing the intellectual property rights of
      others.***




Our
      success depends in part on our ability to:




**•**
            obtain
                copyrights or trademarks or rights to copyrights or trademarks and
                to
                maintain their validity and enforceability;**•**
            operate
                without infringing upon the proprietary rights of others;
                and**•**
            prevent
                others from infringing on our proprietary
                rights.




We
      will
      be able to protect our proprietary intellectual property rights from
      unauthorized use by third parties only to the extent that our proprietary rights
      are covered by valid and enforceable copyrights or trademarks. Our inability
      to
      protect our proprietary rights could materially adversely affect our business
      prospects and profitability. In addition, if litigation were to take place
      in
      connection with the enforcement of our intellectual property rights (or to
      defend third party claims of infringement against us), there can be no assurance
      that we would prevail. Legal proceedings could result in substantial costs
      and
      diversion of management time and resources and could materially adversely affect
      our operations and our financial condition.




***If
      a copyright or trademark infringement claim is brought against us for
      liabilities that are not covered or that exceed our insurance coverage, we
      could
      be forced to pay substantial damage awards, which could affect our
      profitability.***




The
      marketing, sale and webcasting of recorded music and video content, most of
      which have been created using the input of a number of creative personnel,
      including musicians, producers, mixers, film directors and others, may result
      in
      disputes over ownership of rights. If a dispute arises challenging our ownership
      or other rights, we may be exposed to copyright and/or trademark claims by
      third
      parties. We currently have worldwide errors and omissions liability insurance
      coverage in the amount of $1,000,000. However, such insurance coverage may
      not
      protect us against any or all of the copyright and/or trademark claims, which
      may be brought against us in the future. In addition, we may not be able to
      maintain adequate insurance coverage at a commercially reasonable cost or in
      sufficient amounts or scope to protect us against potential losses.




In
      the
      event a copyright and/or trademark claim is brought against us:




**•**
            we
                may be required to pay legal and other expenses to defend the claim,
                as
                well as uncovered damage awards resulting from a claim brought
                successfully against us; or**•**
            such
                party could secure injunctive or other equitable relief, which could
                effectively block our ability to make, use, sell, distribute or market
                our
                products.




19




If
      we
      fail to obtain a necessary licenses or other rights to proprietary rights held
      by third parties, it could preclude the sale, manufacture, distribution or
      exhibition of our products and could materially adversely affect our revenue
      and
      profitability. Defending any copyright and/or trademark claim or claims could
      require us to expend significant financial and managerial resources, which
      could
      have an adverse effect on our business operations and results of
      operations.




***Copyright
      laws may negatively affect the value of certain music assets we
      own.***




United
      States copyright law gives record artists (or their heirs) the right to
      recapture the rights to their copyrighted material to the extent they are not
      considered “works made for hire.” If any of our recordings are determined not to
      be “works made for hire”, the recording artists (or their heirs) will have the
      right to recapture our rights in those recordings starting 35 years from the
      date of transfer or assignment of those rights to us. As a result, certain
      of
      our assets may be lost if challenged by recording artists seeking to recapture
      their copyrighted material, thereby potentially negatively affecting our
      prospects and results of operations.




***Our
      ability to increase our revenue will depend on our ability to increase market
      penetration of our current social networking and music media products and to
      evolve our product mix.***




The
      social networking industry and the music industry are, by their nature,
      businesses that rely upon the acceptance of its creative product by the
      marketplace. Much of our ability to increase revenue will depend
      on:




**•**
            expanding
                the market penetration of our current offerings to consumers;
                and**•**
            the
                successful evolution of our product
                mix.




While
      we
      are constantly evaluating the marketplace and evolving our offerings of content
      and internet features, we may not be able to anticipate shifting tastes of
      our
      customer base and the creative content offered by us may fall out of favor
      with
      our consumers. If we are unable to expand the market penetration of our current
      products or anticipate changes in consumer taste, our revenue could be
      reduced.




***We
      may not be able to effectively manage our growth, which may harm our
      profitability.***




Our
      strategy envisions expanding our business.  If we fail to effectively
      manage our growth, our financial results could be adversely
      affected.  Growth may place a strain on our management systems and
      resources.  We must continue to refine and expand our business
      development capabilities, our systems and processes and our access to financing
      sources.  As we grow, we must continue to hire, train, supervise and
      manage new employees.  We cannot assure you that we will be able
      to:




**•**
            meet
                our capital needs;**•**
            expand
                our systems effectively or efficiently or in a timely
                manner;**•**
            allocate
                our human resources optimally;**•**
            identify
                and hire qualified employees or retain valued employees;
                or**•**
            incorporate
                effectively the components of any business that we may acquire in
                our
                effort to achieve growth.




If
      we are
      unable to manage our growth, our operations and our financial results could
      be
      adversely affected by inefficiency, which could diminish our
      profitability.




20




***We
      may be unable to obtain additional capital that we will require to implement
      our
      business plan, which could restrict our ability to
      grow.***




We
      expect
      that our current capital and our other existing resources will be sufficient
      only to provide a limited amount of working capital, and our revenues alone
      will
      not alone be sufficient to fund our operations or planned growth.  We
      will require additional capital to continue to operate our business beyond
      the initial phase of our current properties, and to further expand our
      exploration and development programs.  We may be unable to obtain
      additional capital required.  Furthermore, inability to maintain
      capital may damage our reputation and credibility with industry
      participants.  We do not expect that the proceeds of approximately
      $1,350,000 from our recent Offering together with cash flow from operations
      will
      be sufficient for the next 12 months, and we will continue to attempt to raise
      additional funds.  Our inability to raise additional funds when
      required may have a negative impact on our operations and financial
      results.




Future
      acquisitions and future exploration, development, production and marketing
      activities, as well as our administrative requirements (such as salaries,
      insurance expenses and general overhead expenses, as well as legal compliance
      costs and accounting expenses) will require a substantial amount of additional
      capital and cash flow.




We
      plan
      to pursue sources of additional capital through various financing transactions
      or arrangements, including joint venturing of projects, debt financing, equity
      financing or other means.  We may not be successful in locating
      suitable financing transactions in the time period required or at all, and
      we
      may not obtain the capital we require by other means.  If we do not
      succeed in raising additional capital, the capital received through the Offering
      may not be sufficient to fund our operations going forward without obtaining
      additional capital financing.




Any
      additional capital raised through the sale of equity may dilute your ownership
      percentage.  This could also result in a decrease in the fair market
      value of our equity securities because our assets would be owned by a larger
      pool of outstanding equity.  The terms of securities we issue in
      future capital transactions may be more favorable to our new investors, and
      may
      include preferences, superior voting rights and the issuance of warrants or
      other derivative securities, and issuances of incentive awards under equity
      employee incentive plans, which may have a further dilutive effect.




Our
      ability to obtain needed financing may be impaired by such factors as the
      capital markets (both generally and in the social networking and online
      marketing businesses in particular), our status as a new enterprise without
      a
      significant demonstrated operating history, and/or the loss of key
      management.  Further, prices for on-line advertising and sponsorships
      decrease, then our revenues will likely decrease, and such decreased revenues
      may increase our requirements for capital.  If the amount of capital
      we are able to raise from financing activities, together with our revenues
      from
      operations, is not sufficient to satisfy our capital needs (even to the extent
      that we reduce our operations), we may be required to cease our
      operations.




We
      may
      incur substantial costs in pursuing future capital financing, including
      investment banking fees, legal fees, accounting fees, securities law compliance
      fees, printing and distribution expenses and other costs.  We may also
      be required to recognize non-cash expenses in connection with certain securities
      we may issue, such as convertible notes and warrants, which may adversely impact
      our financial condition.




***The
      loss of Jonathan Bomser, our President and Chief Executive Officer, could impair
      our ability to operate.***




If
      we
      lose our key employees, Jonathan Bomser, our President and Chief Executive
      Officer, our business could suffer.  Our success is highly dependent
      on our ability to attract and retain qualified scientific and management
      personnel.  We are highly dependent on our management. Mr. Bomser has
      an employment agreement with the Company.  However, the loss of this
      person’s services could have a material adverse effect on our
      operations.  If we were to lose this individual, we may experience
      difficulties in competing effectively, developing our technology and
      implementing our business strategies.  We do not have key-man life
      insurance in place for any person working for us.




21




***Our
      management team does not have extensive experience in public company matters,
      which could impair our ability to comply with legal and regulatory
      requirements.***




Our
      management team has had limited public company management experience or
      responsibilities.  This could impair our ability to comply with legal
      and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and
      applicable federal securities laws including filing required reports and other
      information required on a timely basis.  There can be no assurance
      that our management will be able to implement and affect programs and policies
      in an effective and timely manner that adequately respond to increased legal,
      regulatory compliance and reporting requirements imposed by such laws and
      regulations.  Our failure to comply with such laws and regulations
      could lead to the imposition of fines and penalties and further result in the
      deterioration of our business.




**RISKS
      RELATED TO OUR COMMON STOCK**




***There
      has been a limited trading market for our common stock and no market.*** There
      is
      currently no trading market for our common stock. Although we intend to take
      all
      steps necessary to have the common stock included for quotation on the
      Over-The-Counter Bulletin Board, it is anticipated that there will be a limited
      trading market for the Company's common stock.  The lack of an active
      market may impair your ability to sell your shares at the time you wish to
      sell
      them or at a price that you consider reasonable.  The lack of an
      active market may also reduce the fair market value of your
      shares.  An inactive market may also impair our ability to raise
      capital by selling shares of capital stock and may impair our ability to acquire
      other companies or technologies by using common stock as
      consideration.




***You
      may have difficulty trading and obtaining quotations for our common
      stock.***




The
      common stock may not be actively traded, and the bid and asked prices for our
      common stock on the NASD's Over-the-Counter Bulletin Board may fluctuate
      widely.  As a result, investors may find it difficult to dispose of,
      or to obtain accurate quotations of the price of, our
      securities.  This severely limits the liquidity of the common stock,
      and would likely reduce the market price of our common stock and hamper our
      ability to raise additional capital.




***The
      market price of our common stock may, and is likely to continue to be, highly
      volatile and subject to wide fluctuations.***




The
      market price of our common stock is likely to be highly volatile and could
      be
      subject to wide fluctuations in response to a number of factors that are beyond
      our control, including:




**•**
            
            dilution
                caused by our issuance of additional shares of common stock and other
                forms of equity securities, which we expect to make in the Offering
                and in
                connection with future capital financings to fund our operations
                and
                growth, to attract and retain valuable personnel and in connection
                with
                future strategic partnerships with other companies;**•**
            
            announcements
                of new acquisitions, reserve discoveries or other business initiatives
                by
                our competitors;**•**
            
            our
                ability to take advantage of new acquisitions, reserve discoveries
                or
                other business initiatives;**•**
            
            fluctuations
                in revenue from our advertising sales business as new media
                competitors;**•**
            
            changes
                in the market for downloads of music videos and audio
                recordings;




22




**•**
            
            changes
                in the market for online advertising;**•**
            
            quarterly
                variations in our revenues and operating expenses;**•**
            
            changes
                in the valuation of similarly situated companies, both in our industry
                and
                in other industries;**•**
            
            changes
                in analysts’ estimates affecting our Company, our competitors and/or our
                industry;**•**
            
            changes
                in the accounting methods used in or otherwise affecting our
                industry;**•**
            
            additions
                and departures of key personnel;**•**
            
            announcements
                of technological innovations or new products available to businesses
                in
                the online music media, entertainment, marketing and social networking
                businesses;**•**
            
            fluctuations
                in interest rates and the availability of capital in the capital
                markets;
                and**•**
            
            significant
                sales of our common stock, including sales by the investors following
                registration of the shares of common stock issued in this Offering
                and/or
                future investors in future offerings we expect to make to raise additional
                capital.




These
      and
      other factors are largely beyond our control, and the impact of these risks,
      singly or in the aggregate, may result in material adverse changes to the market
      price of our common stock and/or our results of operations and financial
      condition.





***Our
      operating results may fluctuate significantly, and these fluctuations may cause
      our stock price to decline.***




As
      a
      start-up operation, our operating results will likely vary in the future
      primarily as the result of fluctuations in our revenues and operating expenses.
      If our results of operations do not meet the expectations of current or
      potential investors, the price of our common stock may decline.




***We
      do not expect to pay dividends in the foreseeable
      future.***




We
      do not
      intend to declare dividends for the foreseeable future, as we anticipate that
      we
      will reinvest any future earnings in the development and growth of our
      business.  Therefore, investors will not receive any funds unless they
      sell their common stock, and stockholders may be unable to sell their shares
      on
      favorable terms or at all.  Investors cannot be assured of a positive
      return on investment or that they will not lose the entire amount of their
      investment in the common stock.




***Investors
      will experience dilution upon the conversion of Notes and exercise of
      Warrants.***




As
      a
      result of the issuance of notes and the warrants under issued under a Loan
      and
      Security Agreement that Pet Express Supply, Inc. entered into with a number
      of
      accredited investors on June 28, 2008, **** there
      are
      notes and warrants to purchase an aggregate of  1,875,000 shares (post
      split) of common stock outstanding, which if converted and exercised,
      respectively, could decrease the net tangible book value of your common
      stock.  In addition, in the Share Exchange, one of the shareholders
      received warrants to purchase 112,500 shares (post split) of common
      stock. These warrants are exercisable at $0.0017 per share.




23




***Applicable
      SEC rules governing the trading of “penny stocks” limit the trading and
      liquidity of our common stock, which may affect the trading price of our common
      stock.***




Shares
      of
      common stock may be considered a “penny stock” and be subject to SEC rules and
      regulations which impose limitations upon the manner in which such shares may
      be
      publicly traded and regulate broker-dealer practices in connection with
      transactions in “penny stocks.” Penny stocks generally are equity securities
      with a price of less than $5.00 (other than securities registered on certain
      national securities exchanges or quoted on the NASD's automated quotation
      system, provided that current price and volume information with respect to
      transactions in such securities is provided by the exchange or
      system).  The penny stock rules require a broker-dealer, prior to a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document that provides information about penny
      stocks and the risks in the penny stock market.  The broker-dealer
      must also provide the customer with current bid and offer quotations for the
      penny stock, the compensation of the broker-dealer and its salesperson in the
      transaction, and monthly account statements showing the market value of each
      penny stock held in the customer’s account.  In addition, the penny
      stock rules generally require that prior to a transaction in a penny stock,
      the
      broker-dealer make a special written determination that the penny stock is
      a
      suitable investment for the purchaser and receive the purchaser’s written
      agreement to the transaction.  These disclosure requirements may have
      the effect of reducing the level of trading activity in the secondary market
      for
      a stock that becomes subject to the penny stock rules which may
      increase the difficulty investors may experience in attempting to liquidate
      such securities.




**Item 2.
      Unregistered Sales of Equity Securities and Use of
      Proceeds.**




*Issuance
      of Unregistered Securities* .





For
      a
      detailed explanation of the Issuance of Unregistered Securities of the Company,
      please see the Company’s Form 8-K filed with the SEC on August 1,
      2008.





*Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers.*





None.





**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.**





31.1
            
            Certification
                of Periodic Financial Reports by Jonathan Bomser in satisfaction
                of
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Periodic
                Financial Reports by Todd Bomser in satisfaction of Section 302 of
                the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Periodic Financial Reports by Jonathan Bomser in satisfaction
                of
                Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section
                135032.2
            
            Certification
                of Periodic Financial Reports by Todd Bomser in satisfaction of Section
                906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section
                1350





24





**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) 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.




**WOOZYFLY
                INC.**Date: November
                18, 2008
            By:
            /s/ Jonathan
                BomserChief
                Executive Officer




Date: November
                18, 2008
            By:
            /s/ 
                Todd BomserChief
                Financial Officer





25