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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 June 30, 2008

Or

|_| 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: 000-49768MEDPRO SAFETY PRODUCTS, INC.(Exact name of registrant as specified in its charter)

|Nevada                                                         | 91-2015980                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|817 Winchester Road, Suite 200, Lexington, KY                  | 40505                               
|(Address of principal executive offices)                       | (Zip Code)                          

(859) 225-5375(Registrants telephone number, including area code)

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 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 |_|

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.

|Large accelerated filer |_| | Accelerated filer |_|        
|--------------------------- | -----------------------------
|Non-accelerated filer |_|   | Smaller reporting company |X|

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

Indicate the number of shares outstanding of each of the issuers class of common stock, as of the latest practicable date.

13,285,072 shares of Common Stock were outstanding at June 30, 2008.



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INDEX

|          |                                                             | Page
|--------- | ----------------------------------------------------------- | ----
|PART I   | FINANCIAL INFORMATION                                       |     
|ITEM 1.   | FINANCIAL STATEMENTS                                        | 1   
|ITEM 2.   | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL           |     
|          | CONDITION AND RESULTS OF OPERATIONS                         | 18  
|ITEM 3.   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 24  
|ITEM 4.   | CONTROLS AND PROCEDURES                                     | 24  
|         
|PART II  | OTHER INFORMATION                                           |     
|ITEM 1.   | LEGAL PROCEEDINGS                                           | 25  
|ITEM 1A.  | RISK FACTORS                                                | 25  
|ITEM 2.   | UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS | 25  
|ITEM 3.   | DEFAULTS UPON SENIOR SECURITIES                             | 25  
|ITEM 4.   | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         | 25  
|ITEM 5.   | OTHER INFORMATION                                           | 25  
|ITEM 6.   | EXHIBITS                                                    | 25  

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following financial statements of MedPro Safety Products, Inc. are included:

> Balance Sheets as of June 30, 2008  and December 31, 2007
>   Statements of Operations for the three months and six months ended June 30, 2008 and 2007
>   Statements of Shareholders Equity for the six months ended June 30, 2008  and the year ended December 31, 2007
>   Statements of Cash Flows for the six months ended June 30, 2008 and 2007
>   Notes to Unaudited Financial Statements

1

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MedPro Safety Products, Inc.
Balance Sheets
June 30, 2008 and December 31, 2007

|                                                      | June 30, 2008(Unaudited) |           | December 31,2007
|----------------------------------------------------- | ------------------------ | --------- | ----------------
|ASSETS                                                |                          |           |                 
|Current Assets                                        |                          |           |                 
|Cash                                                  | $                        | 1,745,391 |                 
|Accounts receivable                                   |                          | 17,670    |                 
|Note Receivable  Vision Opportunity Master Fund, Ltd |                          |          |                 
|Inventory                                             |                          | 550,041   |                 
|Due from SGPF, LLC                                    |                          | 36,555    |                 
|Other current assets                                  |                          | 49,946    |                 
|                                                      |                          |           |                 
|                                                     
|Total current assets                                  |                          | 2,399,604 |                 
|                                                      |                          |           |                 
|                                                     
|                                                     
|Property and Equipment                                |                          |           |                 
|Equipment and tooling                                 |                          | 1,109,809 |                 
|Leasehold improvements                                |                          | 107,181   |                 
|Computers, network and phones                         |                          | 99,920    |                 
|Furniture and fixtures                                |                          | 75,051    |                 
|Trade show booth                                      |                          | 7,341     |                 
|                                                      |                          |           |                 
|                                                     
|                                                      |                          | 1,399,302 |                 
|                                                     
|Less: accumulated depreciation                        |                          | 139,175   |                 
|                                                      |                          |           |                 
|                                                     
|Property and equipment, net                           |                          | 1,260,127 |                 
|                                                      |                          |           |                 
|                                                     
|Other Assets                                          |                          |           |                 
|Intangible assets                                     |                          | 3,067,441 |                 
|Conditional license agreement                         |                          | 3,000,000 |                 
|Deferred financing costs                              |                          | 118,375   |                 
|                                                      |                          |           |                 
|                                                     
|Total other assets                                    |                          | 6,185,816 |                 
|                                                      |                          |           |                 
|                                                     
|Total assets                                          | $                        | 9,845,547 |                 
|                                                      |                          |           |                 

2

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MedPro Safety Products, Inc.
Balance Sheets   (Continued)
June 30, 2008 and December 31, 2007

|                                                     | June 30, 2008(Unaudited) |             | December 31,2007
|---------------------------------------------------- | ------------------------ | ----------- | ----------------
|LIABILITIES AND SHAREHOLDERS EQUITY                 |                          |             |                 
|Current Liabilities                                  |                          |             |                 
|Accounts payable and accrued expenses                | $                        | 372,249     |                 
|Accrued interest payable                             |                          | 50,762      |                 
|Current portion of long term debt                    |                          | 3,259,353   |                 
|Notes payable to and advances from shareholders      |                          | 514,009     |                 
|                                                     |                          |             |                 
|                                                    
|Total current liabilities                            |                          | 4,196,373   |                 
|                                                     |                          |             |                 
|                                                    
|Long-Term Liabilities                                |                          |             |                 
|Notes payable  long term portion                    |                          | 3,490,771   |                 
|                                                     |                          |             |                 
|                                                    
|                                                    
|Total liabilities                                    |                          | 7,687,144   |                 
|                                                     |                          |             |                 
|                                                    
|Shareholders Equity                                 |                          |             |                 
|Preferred stock                                      |                          |             |                 
|$.01 par value; 10,000,000 shares authorized;        |                          |             |                 
|6,668,229 shares issued and outstanding, liquidation |                          |             |                 
|preference of $305,130 and $4,975                    |                          | 66,682      |                 
|                                                     |                          |             |                 
|Common stock                                         |                          |             |                 
|$.001 par value; 90,000,000 shares authorized;       |                          |             |                 
|13,285,072 shares issued and outstanding             |                          | 13,285      |                 
|                                                    
|                                                    
|                                                    
|Additional paid-in capital                           |                          | 26,333,840  |                 
|Unearned share-based compensation                    |                          | (21,885     | )               
|Accumulated deficit                                  |                          | (24,233,519 | )               
|                                                     |                          |             |                 
|                                                    
|Total shareholders equity                           |                          | 2,158,403   |                 
|                                                     |                          |             |                 
|                                                    
|                                                    
|Total liabilities and shareholders equity           | $                        | 9,845,547   |                 
|                                                     |                          |             |                 

3

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MedPro Safety Products, Inc.
Statements of Operations
For the Three and Six Months Ended June 30, 2008 and 2007

|                                            | For the ThreeMonths EndedJune 30, 2008(Unaudited) | For the ThreeMonths EndedJune 30, 2007(Unaudited) | For the Six 
      Months
      EndedJune 30, 2008(Unaudited) | For the Six 
      Months
      EndedJune 30, 2007(Unaudited)
|------------------------------------------- | ------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------
|                                           
|                                           
|                                           
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Sales                                       |                                                   |                                                   |                                                               |                                                              
|Needlyzer                                   | $                                                 |                                                  |                                                               | $                                                            
|Safe-Mate                                   |                                                   | 2,114                                             |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Total sales                                 |                                                   | 2,114                                             |                                                               |                                                              
|                                           
|Cost of Goods Sold                          |                                                   | 7,430                                             |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Gross profit                                |                                                   | (5,316                                            | )                                                             |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Operating Expenses                          |                                                   |                                                   |                                                               |                                                              
|Salaries, wages, and payroll taxes          |                                                   | 274,008                                           |                                                               |                                                              
|Product development costs                   |                                                   | 21,835                                            |                                                               |                                                              
|Professional and insurance                  |                                                   | 204,933                                           |                                                               |                                                              
|General and administrative                  |                                                   | 141,774                                           |                                                               |                                                              
|Travel and entertainment                    |                                                   | 106,818                                           |                                                               |                                                              
|Inventory adjustments                       |                                                   | 42,445                                            |                                                               |                                                              
|Depreciation and amortization               |                                                   | 28,205                                            |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Total operating expenses                    |                                                   | 820,017                                           |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Loss from operations                        |                                                   | (825,333                                          | )                                                             |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Other Income (Expenses)                     |                                                   |                                                   |                                                               |                                                              
|Interest expense                            |                                                   | (142,014                                          | )                                                             |                                                              
|Income from debt forgiveness                |                                                   |                                                  |                                                               |                                                              
|Interest income                             |                                                   | 11,854                                            |                                                               |                                                              
|Other                                       |                                                   | 100                                               |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Total other income (expenses)               |                                                   | (130,060                                          | )                                                             |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Provision for income taxes                  |                                                   |                                                  |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Net loss                                    | $                                                 | (955,394                                          | )                                                             | $                                                            
|                                            |                                                   |                                                   |                                                               |                                                              
|                                           
|Net Loss per share                          |                                                   |                                                   |                                                               |                                                              
|Basic and diluted net loss per share        | $                                                 | (0.07                                             | )                                                             | $                                                            
|                                            |                                                   |                                                   |                                                               |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              
|Shares used in computing earnings per share |                                                   |                                                   |                                                               |                                                              
|Weighted average number of shares           |                                                   |                                                   |                                                               |                                                              
|outstanding - basic and diluted             | 13,285,072                                        |                                                   | 10,515,700                                                    |                                                              
|                                            |                                                   |                                                   |                                                               |                                                              

4

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MedPro Safety Products, Inc.
Statements of Shareholders Equity
For the six months ended June 30, 2008  and the year ended December 31, 2007

|                                                      | Common Stock | Preferred Stock | Unearned 
      Compensation | Additional 
      Paid-In 
      Capital | Accumulated 
      Deficiency | Total 
|----------------------------------------------------- | ------------ | --------------- | ---------------------------- | ---------------------------------------- | ----------------------------- | ------
|                                                      | Shares       | Amount          | Shares                       | Amount                                  
|Balance, December 31, 2006                            | 10,360,494   | $               | 10,361                       |                                         |                               |      
|Common shares issued in conversion of debt            | 216,347      |                 | 216                          |                                         |                               |      
|Common shares issued to Jacobsen                      | 7,641        |                 | 8                            |                                         |                               |      
|Common shares issued for cash                         | 700,272      |                 | 700                          |                                         |                               |      
|Common shares of DentalServ.com                       |              |                 |                              |                                          |                               |       
|Corporation Shareholders assumed in the  merger       | 1,406,387    |                 | 1,406                        |                                         |                               |      
|Preferred shares and warrants issued for cash, net of |              |                 |                              |                                          |                               |       
|issuance costs of $2,482,355, including the           |              |                 |                              |                                          |                               |       
|$1,075,015 worth of common shares issued              |             |                 |                             | 6,668,229                                |                               | 66,682
|                                                     
|Common shares issued in connection with               |              |                 |                              |                                          |                               |       
|issuance costs of Preferred Stock                     | 593,931      |                 | 594                          |                                         |                               |      
|Common shares issued for future services              |             |                 |                             |                                         |                               |      
|Deemed dividend on imbedded conversion                |              |                 |                              |                                          |                               |       
|feature in Preferred Stock                            |             |                 |                             |                                         |                               |      
|Net loss                                              |             |                 |                             |                                         |                               |      
|                                                      |             
|Balance, December 31, 2007                            | 13,285,072   |                 | 13,285                       | 6,668,229                                |                               | 66,682
|Net loss through June 30, 2008                        |              |                 |                              |                                          |                               |       
|                                                      |             
|Balance, June 30, 2008                                | 13,285,072   | $               | 13,285                       | 6,668,229                                | $                             | 66,682
|                                                      |             

5

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MedPro Safety Products, Inc.
Statement   of Cash Flows
For the six months ended June 30, 2008 and 2007

|                                                                  | For the Six MonthsEndedJune 30, 2008(Unaudited) | For the Six MonthsEndedJune 30, 2007(Unaudited)
|----------------------------------------------------------------- | ----------------------------------------------- | -----------------------------------------------
|                                                                 
|                                                                 
|                                                                 
|                                                                  |                                                 |                                                
|Cash Flows From Operating Activities                              |                                                 |                                                
|Net loss                                                          | $                                               | (1,820,587                                     
|Adjustments to reconcile net loss to net cash                     |                                                 |                                                
|flows from operating activities:                                  |                                                 |                                                
|Depreciation                                                      |                                                 | 33,513                                         
|Amortization of financing costs                                   |                                                 | 20,886                                         
|Changes in operating assets and liabilities                       |                                                 |                                                
|Accounts receivable                                               |                                                 | 5,132                                          
|Inventory                                                         |                                                 | (4,086                                         
|Other current assets                                              |                                                 | (47,921                                        
|Accounts payable and accrued expenses                             |                                                 | (1,783,899                                     
|Accrued interest payable                                          |                                                 | (338,786                                       
|                                                                  |                                                 |                                                
|                                                                 
|Net cash flows from operating activities                          |                                                 | (3,935,749                                     
|                                                                  |                                                 |                                                
|                                                                 
|Cash Flows From Investing Activities                              |                                                 |                                                
|Advances (to)/from SGPF, LLC                                      |                                                 | (12,466                                        
|Purchase of intangible assets                                     |                                                 |                                               
|Purchases of property, equipment and intellectual property        |                                                 | (175,017                                       
|                                                                  |                                                 |                                                
|                                                                 
|Net cash flows from investing activities                          |                                                 | (187,483                                       
|                                                                  |                                                 |                                                
|                                                                 
|Cash Flows From Financing Activities                              |                                                 |                                                
|Shares issued for cash                                            |                                                 |                                               
|Collection of notes receivable                                    |                                                 | 2,000,000                                      
|Proceeds from bank borrowings                                     |                                                 |                                               
|Payment of bank fees                                              |                                                 | (150,000                                       
|Repayments on bank borrowings                                     |                                                 | (177,157                                       
|Net repayments on notes payable to and advances from shareholders |                                                 | (2,145,352                                     
|                                                                  |                                                 |                                                
|Net cash flows from financing activities                          |                                                 | (472,509                                       
|                                                                  |                                                 |                                                
|                                                                 
|Net increase (decrease) in cash                                   |                                                 | (4,595,741                                     
|                                                                 
|Cash at the beginning of the period                               |                                                 | 6,341,132                                      
|                                                                  |                                                 |                                                
|                                                                 
|Cash at the end of the period                                     | $                                               | 1,745,391                                      
|                                                                  |                                                 |                                                
|Supplemental Disclosures of Cash Flow Information                 |                                                 |                                                
|Cash paid for interest                                            | $                                               | 796,521                                        
|                                                                  |                                                 |                                                

6

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MedPro Safety Products, Inc.Notes to Financial Statements(Unaudited)

NOTE 1    BASIS OF PRESENTATION AND NATURE OF BUSINESS

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2008 and the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ended December 31, 2008. For further information, refer to the Companys financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2007.

NOTE 2  INCOME TAXES

Income tax expense is provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to the effects of net operating loss carry forwards and differing basis, depreciation methods, and lives of depreciable assets. The deferred tax assets represent the future tax return consequences of those differences, which will be deductible when the assets are recovered.

No income tax benefit (expense) was recognized for the three months ended June 30, 2008 or the six months ended June 30, 2008 as a result of the losses in these periods and because deferred tax benefits, derived from the Companys prior net operating losses, were previously fully reserved and the Company has cumulative net operating losses for tax purposes in excess of $14 million.

NOTE 3  EARNINGS PER SHARE

In accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, basic earnings per share were computed using weighted average shareholdings for the three and six months ended June 30, 2008 of 13,285,072 and for the three and six months ended June 30, 2007 of 10,515,700 and 10,616,193, respectively. There were no new shares issued in 2008. During 2007 the Company issued 707,913 shares in five separate transactions on May 10, 2007. The basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share are based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. Because the Company has net losses for the periods presented, there is no dilutive effect and both the basic and diluted losses per share are the same for all periods presented.

7

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NOTE 4   RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements -In June 2006, FIN 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, clarified the accounting for uncertainties in income taxes recognized in an
enterprises financial statements. The Interpretation requires that we determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more
likely than not recognition criteria, FIN 48 requires the tax position be measured at the largest amount of benefit greater than fifty percent (50%) likely of being realized upon ultimate settlement. This accounting standard was effective for fiscal
years beginning after December 15, 2006. The effect of adopting FIN 48 did not have a material effect on our financial position and results of operations. The Company currently has tax return periods open beginning with December 31, 2004 through
December 31, 2007.

In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB No. 108). SAB No.
108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current years financial statements are materially misstated. SAB 108 was
effective for the Companys fiscal year 2007 annual financial statements. The adoption of SAB 108 did not significantly impact our financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (SFAS 157). This standard defines fair value, establishes the framework for measuring fair value in accounting principles generally accepted in the
United States and expands disclosure about fair value measurements. This pronouncement applies under other accounting standards that require or permit fair value measurements. Accordingly, this statement does not require any new fair value
measurement. This statement is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The adoption of SFAS No. 157 did not have a material impact on our financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FAS 115 (SFAS No.159). SFAS No. 159 allows companies to choose, at specified election dates,
to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at
each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements. We are continuing to evaluate the desirability of adopting SFAS No. 159. SFAS No. 159 was effective for fiscal years beginning after November 15,
2007 and will be applied prospectively.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, (SFAS No. 141(R)) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, (SFAS No. 160). These standards were designed to improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. SFAS No. 141(R) requires an acquiring entity in a
business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires
the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. SFAS No. 160 requires all entities to report noncontrolling (minority)
interests in subsidiaries as equity in the consolidated financial statements. SFAS No. 160 also eliminates the diversity that currently exists in accounting for transactions between an entity and

8

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NOTE 4  RECENT ACCOUNTING PRONOUNCEMENTS, (Continued)

noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 141(R) and SFAS No. 160 will be effective for fiscal years beginning after December 15, 2008. The Company has not yet concluded what impact these new standards will have, if any, on its Financial Statements.

NOTE 5  BUSINESS COMBINATIONS

On January 10, 2007 MedPro completed its merger with Vacumate, LLC. The merger had been agreed to in principle by MedPros Board of Directors and the members of Vacumate, LLC on August 24, 2006 and was ratified by the MedPro shareholders in January 2007. In the transaction, Vacumate LLC merged into MedPro in a manner that gave the equity owners of each company value in the combined company equivalent to the value held in each of the predecessor companies. In the merger:

- the ownership units of Vacumate LLC held by owners other than MedPro converted automatically into shares of MedPro representing 60% of the common stock of the combined company; and
- the shares of MedPro issued and outstanding immediately before the merger were reduced to 40% of the common stock of the combined company.

On December 28, 2007 the Company completed a reverse merger takeover of DentalServ.com (DRSV), a publicly traded Nevada corporation with nominal assets and no operations. The reverse takeover merger was a condition to the purchase of MedPro preferred stock and stock purchase warrants by four institutional investors for $13 million. On that date, the following transactions occurred concurrently:

- MedPro, a Delaware corporation, merged into DSRV. The combined company issued 11,284,754 of its common shares to former MedPro shareholders in the merger and 593,931 common shares as a financial advisory fee. The combined company, a Nevada corporation, changed its name from Dentalserv.com to MedPro Safety Products, Inc.
- Four investment funds purchased $13 million of newly issued shares of Series A Convertible Preferred Stock and warrants to purchase our common stock. The Company received approximately $11.6 million in net cash proceeds from the sale of these securities.

These transactions were accounted for as capital transactions in which the Company issued:

- 1,406,387 shares of common stock to the DRSV shareholders for the net monetary assets of the shell corporation;
- 6,668,229 shares of convertible preferred stock and warrants to purchase 25,820,150 common shares to the investors for $13,000,000; and
- 593,931 shares of common stock and warrants to purchase 533,458 shares of common stock and also paid $1,040,000 in cash as an advisory fee.

DRSVs financial activity after the merger has been reflected in the Companys financial statements. The combined entity is listed as MPSP on the Over the Counter Bulletin Board (OTCBB.com).

9

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NOTE 6  INVENTORY

The Companys legacy product, Needlyzer, has not experienced the success anticipated by the Company. The Company has made a decision to discontinue its selling strategy regarding this product, and plans to liquidate its inventory completely. It is currently in negotiations with a customer that has expressed interest in purchasing the remaining inventories. This customer purchased 72 devices and related equipment from the Company in 2006 for approximately $315 per unit, and had indicated that they are working on a proposal to purchase the remaining inventory that the Company has on hand. During 2007, the same customer purchased an additional 75 units. The Company has reduced the value of this inventory from its original cost to an amount that is equivalent to its estimated net realizable value less all applicable disposition costs. The write down of the inventory from its original cost occurred in December 31, 2004, and amounted to $394,474.

The Company has discontinued the sale of its other legacy product, Safemate as of the second quarter 2008. All remaining inventory was scrapped and has been written off. The Company recorded a $42,445 charge to earnings.

NOTE 7  INTANGIBLE ASSETS

The Companys intangible assets consist primarily of intellectual property (medical device patents) that give the Company the right to produce and exploit, commercially, certain medical devices. To date, none of the existing patents have been commercially exploited. The Company expects the Vacu-Mate patents to begin producing revenue December 2008. These various patents include Vacu-Mate Skin and Tube models with a cost of $2,525,425 and the Key-Lok patent at $489,122. Other non amortizable intangibles total $52,894.

Amortization expense also includes the annual charge off of prepaid loan fees of $41,772 per year.

Estimated future amortization of these intangibles is expected to consist of the following amounts for the twelve month periods ended on June 30:

|Period  | Amount  
|------- | --------
|6/30/09 | $336,405
|6/30/10 | $595,769
|6/30/11 | $637,741
|6/30/12 | $602,909
|6/30/13 | $602,909

10

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NOTE 8  NOTES PAYABLE TO AND ADVANCES FROM SHAREHOLDERS

Notes payable to and advances from shareholders represent loans and advances received from officers, directors, shareholders and entities they control. They are comprised of the following:

|                                           | June 30,
      2008 | December 31,
      2007
|------------------------------------------ | ------------------- | -----------------------
|Short term advances with no stated terms   |                     |                        
|settled in the ordinary course of business | $                  |                        
|                                          
|Demand and promissory notes with varying   |                     |                        
|interest rates                             | 514,009             |                        
|                                           |                     |                        
|                                           | $514,009            |                        
|                                           |                     |                        

Short term advances consisted of $6,116 for December 31, 2007, which were amounts due to various related parties including a company controlled by the Company Chairman for unsettled advances and services.

The promissory notes bear interest at rates of up to 20% per annum, plus penalty interest when they reached maturity and remained unpaid. At December 31, 2007 they included $110,000 in notes that by their terms were convertible
at approximately $3.70 per share. During 2007, several convertible note holders exchanged debt and accrued interest
totaling $309,980 for 216,347 shares of the Companys common stock (as adjusted to reflect the subsequent
DentalServ merger). During 2007, $100,000 of $200,000 in notes payable to a former director of pre-merger MedPro
was paid and the balance of $100,000, plus accrued interest, was paid in early 2008. The notes were non-interest
bearing until July 1, 2007, at which time interest was accrued at 6% per annum. As of December 31, 2007 the
Company had accrued but unpaid interest on this note of $3,000 reflected on its financial statements. The
unpaid accrued interest, 2008 interest accruals and principal were paid in full on this note in the first
quarter of 2008.

The only remaining shareholder debt at June 30, 2008 consisted of notes and accounts totaling $408,176 payable to the Companys Chairman or entities he controls, $45,833 of accrued fees owed to the Company COO, Walter Weller, and $60,000 payable to Vision assumed from pre-merger DentalServ.com.

At December 31, 2007 the Company owed $74,912 to Baton Development, Inc., and $25,000 to Wayne Wellman, a shareholder. These were repaid in 2008. At December 31, 2007 the Company had accrued, but unpaid compensation payable to its Chairman and its Chief Operating Officer totaling $133,333.

The balance of the promissory notes at December 31, 2007, was a note in the principal amount of $2,150,000 payable to CRM Development Company (CRM), a company controlled by the
Companys Chairman. As of December 31, 2007 the Company had accrued $120,000 of interest on this promissory note.
Principal and all accrued interest on the note is due on the date the Company completes an equity or debt financing
resulting in gross proceeds to the Company of at least $6,000,000. On January 1, 2007, the outstanding principal
balance of the note (then $2,000,000) began to bear interest at an annual rate at 6.0%. During 2007, CRM loaned an additional
$150,000 to the Company. Penalty provisions provide for the payment of an additional 10% of interest on the principal balance
if the note is not repaid by December 31, 2007, and an additional 5% of interest every sixty days thereafter. The note is
callable if not repaid by December 31, 2008. During 2008 and based upon a use of proceeds
schedule agreed between the Company and the Preferred investors, the Company has retired all of the accrued interest
and $1,829,324 of this note. Interest is being paid monthly in 2008.

11

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NOTE 9  RELATED PARTY TRANSACTIONS

As of June 30, 2008, the remaining balance of the demand note payable to CRM discussed in Note 8 above was $320,676. The CRM note was issued on September 1, 2006 as part of a
corporate debt restructuring of the Company. Prior to the restructuring, CRM had continually loaned money to the Company,
provided services for the Company, paid various Company related expenses directly, guaranteed Company loans, and subsidized
the office lease expense on behalf of the Company, which is located in a building owned by a partnership in which the
Companys Chairman is a partner. CRM agreed to forgive amounts otherwise owed or accruable to it under its loan
agreements with the Company in exchange for 1,340,765 shares of common stock (as adjusted to reflect the subsequent
DentalServ merger) valued at $1,822,805 and a promissory note payable from the Company in the amount of $2,000,000.
The Company recognized a gain of $1,294,526 in connection with the debt forgiveness from CRM. During 2007, CRM
loaned an additional $150,000 to the Company.

In addition to the transactions discussed above and in Note 8, the Company incurred interest expense on the indebtedness to shareholders totaling $14,779 for the three months ended June 30, 2008, $35,078 for the six months ended June 30, 2008, $54,855 for three months ended June 30, 2007 and $109,711 for the six months ended June 30, 2007. Total accounts payable to officers and employees of the Company, including accrued management fees of $133,333 in both periods, totaled approximately $306,676 at June 30, 2008 and $349,664 at December 31, 2007.

On March 6, 2008, the Company entered into a consulting agreement with SC Capital Partners, LLC to assist it with future capital requirements, strategic financial planning and support of the Companys efforts to build shareholder liquidity. The agreement calls for a retainer of $15,000 per month, plus out-of-pocket expenses, beginning March 6, 2008, the date of execution. The agreement may be terminated by the Company with appropriate notice or upon satisfaction of the goals of the agreement. The agreement also contains certain fees for future capital transactions. Warren Rustand, a Director of the Company, is a principal of SC Capital Partners, LLC.

NOTE 10  LONG-TERM DEBT

Long-term debt at June 30, 2008 and December 31, 2007 consists of the following:

|                                                       | 2008        | 2007       
|------------------------------------------------------ | ----------- | -----------
|Payable to Fifth Third Bank, Term Loan, interest       |             |            
|payable at prime plus 2%, monthly principal payments   |             |            
|of $138,889 beginning June 2008, maturing              |             |            
|August 1, 2011, collateralized by an assignment of     |             |            
|intellectual properties                                | $ 4,861,111 | $ 5,000,000
|                                                      
|Payable to Fifth Third Bank, Revolving Line of Credit, |             |            
|Interest at prime plus 2%, payable monthly beginning   |             |            
|in April 2007, due November 1, 2008                    | 1,498,475   | 1,492,500  

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|NOTE 10  LONG-TERM DEBT, (Continued)                  |             |            
|------------------------------------------------------ | ----------- | -----------
|                                                      
|Payable to Whitaker Bank, Draw Loan, interest payable  |             |            
|at 7.5% monthly payments of principal and interest of  |             |            
|$10,000 due through July 23, 2010, secured by certain  |             |            
|inventory of the Company and personally guaranteed by  |             |            
|the Companys Chairman, CFO and two other shareholders | 390,538     | 434,781    
|                                                       |             |            
|                                                      
|                                                       | 6,750,124   | 6,927,281  
|                                                      
|Less: Current Portion                                  | 3,259,353   | 2,358,089  
|                                                       |             |            
|                                                      
|Long-term portion                                      | $ 3,490,771 | $ 4,569,192
|                                                       |             |            

The revolving line of credit, as amended in March 2007, permits the Company to draw up to $1,500,000.

At December 31, 2007, the Company was not in compliance with certain financial covenants under its loan agreement with Fifth Third Bank, which the Bank agreed to waive for twelve months following December 31, 2007.

Maturities of long-term debt are summarized as follows for each twelve month period ended June 30:

|2009 | $ | 3,259,347
|---- | - | ---------
|2010 |   | 1,767,868
|2011 |   | 1,636,835
|2012 |   | 86,074   
|     |  
|     | $ | 6,750,124
|     |  

NOTE 11  SHAREHOLDERS EQUITY

The Company is authorized to issue 90,000,000 shares of Common Stock with a par value of $0.001 per share and 10,000,000 shares of Series A Convertible Preferred Stock with a par value of $.01 per share. At June 30, 2008 and December 31, 2007, the Company had 13,285,072 shares of Common Stock outstanding and 6,668,229 Series A Convertible Preferred Stock outstanding. In addition, warrants to purchase 25,888,184 shares of common stock were outstanding at both June 30, 2008 and December 31, 2007. The Company issued the Series A Convertible Preferred Stock and warrants as a result of a private placement to institutional investors completed on December 28, 2007.

The reverse takeover merger with Dentalserv.com was a condition to the purchase of MedPros preferred stock and stock purchase warrants by Vision Opportunity Master Fund, Ltd (Vision Fund) and three Sands Brothers Venture Capital Funds (Sands Funds) under the terms of the preferred stock purchase agreement with these institutional investors.

The Vision Fund and the Sands Funds were issued a total of 6,668,229 shares of Series A Convertible Preferred Stock in the private placement. The Series A Convertible Preferred Stock has 5% cumulative dividends, based on the termination value of the preferred at the issue date, payable in the event of liquidation, dissolution and certain other events. The Preferred Stock is also convertible, at the option of the holder, at any time into an equal number of shares of the common stock of the Company, subject to adjustment.

13

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NOTE 11  SHAREHOLDERS EQUITY, (Continued)

As of June 30, 2008, if the Company were to liquidate, dissolve or engage in certain other transactions, the Company would owe the Preferred Shareholders a liquidation preference dividend of $305,130. This amount has not been recorded in the financial
statements.

The Vision Fund and the Sands Funds were also issued 6,668,229 Series A and Series B warrants for each share of preferred stock issued to them. Both the A and B Warrants have a five-year term for
exercise from December 28, 2007. The A warrant has an exercise price of $1.81 per share and the B warrant is exercisable at $1.99 per share. In addition, the Vision Fund was issued two other Series of warrants. Vision
received 5,975,116 J warrants exercisable for 5,975,116 common shares at $2.18 per share. These warrants have a twelve- month term from December 28, 2007. Vision also received 5,975,116 C Warrants, which become
exercisable for 5,976,116 common shares for five years from December 28, 2007, at $2.18 per share only if and to the extent that the holder exercises the J warrants. See Note 13 for details on the valuation of these warrants.

For advisory services in connection with the private placement, SC Capital Partners, LLC was issued a warrant to purchase 533,458 shares of Common Stock for a price of $1.81 per shares. SC Capitals warrant becomes exercisable only if, and
to the extent that, the A warrants are exercised. A vendor was also authorized to receive a warrant to acquire 68,036 shares of MedPro for $1.99 per share to be issued when an article regarding MedPro is published in the
vendors research publication. The research article is expected to be published in the third quarter of 2008.

We have considered FASB SFAS 133, Accounting for Derivative Instruments and Hedging Activitiesand EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Companys own stock.EITF
98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Features, and EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instrumentsin accounting for the conversion
feature embedded within the preferred stock. Based on an analysis of this accounting literature, the Company believes that the embedded conversion option would not be separately accounted for as a derivative liability from the preferred stock since
it can only be settled in shares of the Companys own stock.

The Company recorded a deemed dividend in accordance with this guidance in the amount of $3,975,120 by increasing the retained deficit and increasing additional paid in capital. This amount was determined based on the relative estimated fair
value of the embedded conversion feature in the preferred shares and the detachable warrants.

NOTE 12  LEASE COMMITMENT WITH RELATED PARTY

The Company leases its office and storage facility in Lexington, Kentucky, under a non-cancelable operating lease with a related party. On January 10, 2007, the Company signed a lease addendum that among other things extended the term of the April
16, 1998 lease. The addendum allowed for an extension of the original lease through August 2012 in accordance with renewal language in the 1998 lease. The addendum also contains two five year extension options. The addendum acknowledged that the
Company was in good standing and was not in arrears on lease payments or in default of any provisions within the lease or subsequent addendums. The addendum called for payments of $3,500 each month for the period from January 1, 2007, through
July 31, 2007. Monthly lease payments increased to $6,500 beginning August 1, 2007, and continued until January 31, 2008. On and after February 1, 2008 the lease was amended to $6,975 per month ($83,700 per year) for the remainder of the
term in connection with an expansion of the rentable square footage to encompass an additional 1,063 of unimproved space that was fit up by the Company in early 2008.

Total lease expense was $41,375 for the six months ended June 30, 2008 and $57,000 for the year ended December 31, 2007.

14

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|NOTE 12  LEASE COMMITMENT WITH RELATED PARTY (cont.)                  |  |   |        
|---------------------------------------------------------------------- |  | - | -------
|                                                                      
|Future minimum annual lease payments at June 30, 2008, are as follows: |  |   |        
|(12 month periods ended June 30)                                       |  |   |        
|2009                                                                   |  | $ | 83,700 
|2010                                                                   |  |   | 83,700 
|2011                                                                   |  |   | 83,700 
|2012                                                                   |  |   | 83,700 
|2013                                                                   |  |   | 13,950 
|                                                                       |  |  
|                                                                      
|                                                                       |  | $ | 348,750
|                                                                       |  |  
|                                                                      
|NOTE 13  STOCK PURCHASE WARRANTS                                      |  |   |        

The Company issued warrants to acquire 68,036 common shares to Chrystal Research for $1.99 per share. The warrants will serve as future compensation in anticipation of a research report to be written and published about the Company in Chrystal Researchs medical device industry publication. Utilizing the Black-Scholes method, the Company valued these warrants at $21,885 and reflected them as unearned compensation in its shareholder equity section. There have not been exercised and are not eligible to be exercised until after the report is issued. The report is expected to be issued in the second quarter of 2008. These warrants have a five (5) year term beginning on December 28, 2007.

The Company issued warrants to acquire 533,458 common shares to SC Capital Partners, LLC for $1.81 per share. These warrants are exercisable only if and to the extent of the ratio of the A warrants exercised by the Vision Fund. The term of these warrants mirror the A warrants and are five (5) years from December 28, 2007. None of these warrants have been or are eligible to be exercised as of the financial statement date. These warrants were issued in connection with and compensation for assistance with the capital raised through the sale of the $13,000,000 of Series A Convertible Preferred Stock. The Company has valued the warrants at $211,928 utilizing the Black-Scholes method.

The Company has issued warrants to the Vision Fund and the Sands Funds as companion warrants to the purchase of the Series A Convertible Preferred Stock. These warrants include 6,668,229 warrants to acquire common shares for five (5) years from December 28, 2007. The A and B warrants, as they are called, were issued at $1.81 and $1.99, respectively. None of these warrants have been exercised as of the balance sheet date. They have been valued as a cost of securing the purchase of the Series A Preferred shares utilizing the Black-Scholes method and were valued by the Company at $2,649,102 and $2,144,927, respectively.

Finally, the Company issued 5,975,116 C and J warrants to the Vision Fund. The C warrants are only exercisable to the extent the J warrants are first exercised. The J warrants were issued December 31, 2007 and have a twelve (12) month term. They are exercisable at $2.18 per share for 5,975,116 shares of common stock. The Company valued these warrants at $990,631 utilizing the Black-Scholes method. None of these warrants have been exercised as of the date of the financial statements.

The C warrants are exercisable at $2.18 per share for 5,975,116 common shares. Utilizing the Black-Scholes method, these 5,975,116 shares have been valued at $1,530,102. They have a five (5) year term from December 28, 2007. None of these warrants have been or are eligible to be exercised as of the date of the financial statements.

15

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NOTE 13  STOCK PURCHASE WARRANTS (Continued)

The Company recorded unearned non-employee compensation for services of $21,885 as of December 31, 2007. Series A through J warrants issued in connection with the $13,000,000 preferred stock offering were non-compensatory as they were
associated with the initial capital raise and would yield approximately $51.4 million if all are exercised.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective
assumptions including the expected stock price volatility and appropriate adjustments for restrictions on exercising the options. Because our warrants have characteristics significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate, in managements opinion, this model does not necessarily provide a reliable single measure of the fair value of its warrants.

Assumptions used in valuing all but the J warrants included an expected term of 2.5 years, volatility of 43.54 %, and an equivalent bond yield of 4.36%. Assumptions used in valuing the J warrants included an expected term of 1.0 years, volatility
of 36.57 %, and an equivalent bond yield of 4.53%.

NOTE 14  SUBSEQUENT EVENT

On July 15, 2008, MedPro Safety Products, Inc. entered into two Medical Supply Manufacturing Agreements with Greiner Bio-One GmbH, a division of Greiner Bio-One International AG, an international manufacturer and supplier of medical products with
locations in Austria, Germany, Hungary, United States and Brazil as well as a worldwide distribution network. The two agreements grant Greiner the right to manufacture, market and distribute MedPros Vacu-Mate tube-activated and skin-activated
blood collection systems and its winged butterfly safety needle system. Each agreement extends for a six-year term from the commencement of initial commercial manufacturing of the applicable product. Greiner agreed to pay MedPro a
production royalty per unit on a minimum volume of units of each product over the term of the agreements plus additional cash amounts to acquire the production lines for the products.

The agreement with Greiner for the exclusive right to manufacture, market and distribute our tube-activated blood collection system and our skin activated blood collection device supersedes and replaces our prior distribution agreement with Greiner
for the tube-activated blood collection system. Under the new agreement, MedPro must use commercially reasonable efforts to design, construct, complete and successfully test an initial automated production line (IPL) for delivery to
Greiner at a mutually acceptable date not before March 31, 2009. The IPL includes molds, automation, packaging and associated engineering as required. Greiner will pay MedPro an amount not to exceed $5.1 million for the IPL in three
installments, beginning October 1, 2008 with the final payment due March 31, 2009. In addition, MedPro must use commercially reasonable efforts to commence production of a secondary automated production line approximately 24 months after completion
of the IPL, depending on volume requirements determined by Greiner. The date for completion and shipment will be determined by the parties. Greiner will pay MedPro an amount not to exceed $3.5 million for the second product line in three
installments, the first of which shall be due upon initiation of the design review with Greiner.

Greiner is expected to produce a designated minimum number of units each year during the first five years of the agreement. Greiner is obligated to pay us a production royalty per unit, totaling $33 million over this period. Greiner has the
right to continue to manufacture the products and pay the production royalty in year six.

Greiner also entered into an agreement with us for the exclusive right to manufacture, market and distribute our winged blood collection set on similar terms. Under the agreement for the winged butterfly product, MedPro must
use commercially reasonable efforts to produce an initial design plan for the product,

16

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NOTE 14  SUBSEQUENT EVENT, (Continued)

including estimate of component costs, production line costs, automation line costs, and a cost estimate of the fully designed product for review and approval by Greiner by October 1, 2008. Upon approval, MedPro will initiate the construction of an
automated production line. Greiner will pay MedPro an amount not to exceed $5 million in exchange for the production line for this product. Greiner will make an initial payment of $1 million upon delivery and acceptance of the initial design
plan by Greiner on or before October 1, 2008. Thereafter, the balance shall be paid in three equal installments upon the achievement of certain milestones leading to validation of the final production line.

Greiner is expected to produce a designated minimum number of units each year during the first five years of the agreement. Greiner is obligated to pay us a production royalty per unit, totaling $10.8 million over this period. Greiner has the
right to continue to manufacture the products and pay the production royalty in year six.

17

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This item analyzes our financial condition, change in financial condition and results of operations. This section should be read in conjunction with the unaudited condensed financial statements and accompanying notes
presented in Part I, Item 1 of this report.

Cautionary Note Regarding Forward-Looking Statements

This report contains statements about the future expectations, activities and events that constitute forward-looking statements under the Private Securities Litigation Reform Act. Forward-looking statements are based on
our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account information currently available to us. These statements are not statements of historical fact. The words
believe, may, should, anticipate, estimate, expect, intend, objective, seek, plan, strive or similar words, or the
negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we expressed or implied in any forward-looking statements. These risks and uncertainties can be
difficult to predict and may be out of our control. Factors that could contribute to differences in our results include, but are not limited to the factors listed in Part 2, Item 1A  Risk Factors in this report and the more detailed risks
identified, and the cautionary statements included in our December 31, 2007 Annual Report on Form 10-K.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes it
has chosen these assumptions or bases in good faith and that they are reasonable. We caution you however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be
material. The forward-looking statements included in this report speak only as of the date of the report. We have no duty, and do not intend to, update these statements unless applicable laws require us to do so.

Overview

MedPro Safety Products, Inc. has developed and acquired a portfolio of medical safety products and technologies incorporating proprietary needlestick prevention functionalities. We currently focus on developing,
producing and distributing passive safety technology in four product segments: clinical, phlebotomy, pharmaceutical, and intravenous.

Our strategy for the next 24 months focuses on completing the steps necessary to commence distribution of four products in three related product sectors. Our objective is to enter into strategic partnership agreements
with major medical products distribution partners, which whenever possible would be fixed minimum volume contracts. We have entered into two such agreements for three of our products. In addition, we are discussing the terms of a similar distribution arrangement with potential partners for a proprietary safety syringe product with an anti-blunting feature and a prefilled
pharmaceutical safety syringe. Our product development plans also include a needleless intravenous line based on patents and designs we control.

On December 28, 2007, we completed a reverse takeover merger with Dentalserv, a Nevada corporation with nominal assets and no active business whose shares were registered under the Securities Exchange Act. The reverse
takeover merger was a condition to the purchase our Series A Stock and stock purchase warrants by four institutional investors for $13 million under the terms of the preferred stock purchase agreement with them.

18

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On that date, the following
transactions occurred concurrently:

- The 5,625,550 shares of DSRV common stock then outstanding were combined into 1,406,387 common shares in a 1-for-4 reverse stock split.
- Our predecessor, a Delaware corporation, merged into DSRV. The combined company issued 11,284,754 of its common shares to former shareholders of our predecessor corporation in the merger and 593,931 common shares as a financial advisory fee. The combined company, a Nevada corporation, changed its name from Dentalserv.com to MedPro Safety Products, Inc.
- Four investment funds purchased $13 million of newly issued shares of Series A Convertible Preferred Stock and warrants to purchase our common stock. We received approximately $11.6 million in net cash from the sale of these securities, net of offering fees and expenses.

We accounted for these transactions as capital transactions in which we issued:

- 1,406,387 shares of common stock to the DRSV shareholders for the net monetary assets of the shell corporation;
- 6,668,229 shares of convertible preferred stock and warrants to purchase 25,820,150 common shares to the investors for $13,000,000; and
- 593,931 shares of common stock and warrants to purchase 533,458 shares of common stock and also paid $1,040,000 in cash as an advisory fee.

We valued the warrants according to the Black-Scholes method, based on the assumptions described in Note 10 of the Notes to Financial Statements as of December 31, 2007. We also increased the retained deficit by $3,975,120 and increased additional paid in capital by the same amount effective on December 28, 2007 to reflect the intrinsic value of the right to convert the Series A Stock into common stock. The $3,975,120 amount was determined based on the relative estimated fair value of the embedded conversion feature in the preferred shares and the detachable warrants. This amount would normally be amortized over the period between the issue date and the conversion date, but because the Series A Stock is convertible immediately upon issuance, the entire amount was charged to retained earnings as a deemed dividend and an increase to additional paid in capital.

Historically, we have generated revenues from sales of two products -- the Safe-Mate Dental Safety Needle, a single-patient, multi-injection safety needle designed for the dental market, and the Needlyzer, a legacy needle disposal device. We discontinued marketing the Needlyzer in 2004, and have subsequently been liquidating our inventory through sales from time to time to a distributor in Africa.

We recently determined to cease offering Safe-Mate as part of our product portfolio, effective as of the end of the first quarter of 2008. We have not generated material revenue during the time we marketed the product, and we concluded Safe-Mate no longer presents a sustainable opportunity moving forward. All of the products that MedPro currently has under development or is planning for the future incorporate passive safety designs. As a result of Safe-Mates non-passive design and limited sales, we decided to focus on what we now view as our core technology and technological distinction in the sharps risk reduction marketplace.

Our financial results and operations in future periods will depend upon our ability to enter into sales and distribution agreements for our products currently under development so we can generate sustained revenues from our portfolio of products and technologies. We have invested approximately $12 million in our technology to date, including patent, regulatory, compliance, acquisition, and marketing efforts. Our operations are currently funded from the proceeds from sales of securities and borrowing from commercial lenders and related parties.



19

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Critical Accounting Estimates and Judgments

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of our financial statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our estimates on historical
experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates. The significant accounting policies that are believed to be
the most critical to fully understanding and evaluating the reported financial results include revenue recognition,
inventory valuations for slow moving items, recoverability of intangible assets and the recovery of deferred income
tax assets.

We recognize sales and associated cost of sales when delivery has occurred and collectability is probable. There have been minimal returns for credit, so no reserve for product returns has been established. We provide for probable uncollected amounts through a charge to earnings and a credit to the allowance for doubtful accounts based on our assessment of the current status of individual accounts. We currently believe all accounts receivable are collectible and no allowance is necessary.

We determine our inventory value at the lower of cost (first-in, first-out method) or market value. In the case of slow moving items, we may write down or calculate a reserve to reflect a reduced marketability for the item. The actual percentage reserved depends on the total quantity on hand, its sales history, and expected near term sales prospects. When we discontinue sales of a product, we will write down the value of inventory to an amount equal to its estimated net realizable value less all applicable disposition costs.

Our intangible assets consist principally of intellectual properties such as regulatory product approvals and patents. We have amortized
certain of our intangible assets using the straight line method based on the remaining life of the patents. Because  our products
that incorporate our Vacu-Mate and Key-Lok proprietary technology are currently not in production for distribution, we have not begun to amortize these patents. We expect to use the straight line method to amortize these intellectual properties over their estimated period of benefit, ranging from one to ten
years, when our products are placed in full production and we can better evaluate market demand for our technology.
We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that
warrant revised estimates of useful lives or indicate that impairment exists. Once our intellectual property has been
placed into productive service, we expect to utilize a net present value of future cash flows analysis to calculate
carrying value after an impairment determination.

As part of the process of preparing our financial statements, we must estimate our actual current tax liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheet. We must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, a valuation allowance must be established. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, the impact will be included in the tax provision in the statement of operations.

Results of Operations

Comparison of the Three Months and Six Months Ended June 30, 2008 and 2007

MedPro recorded a loss of $(955,394) for the three months ended June 30, 2008, as compared to a loss of $(689,296) for the same period of 2007.  Losses from operations were $(825,333) for the second quarter of 2008 and $(438,675) for the second quarter of 2007.  The net losses for these periods included net other expense of $(130,060) for 2008 and $(250,621) for 2007.

For the six months ended June 30, 2008, MedPro recorded a loss of $(1,820,587), as compared to a loss of $(1,179,007) for the same period of 2007. Losses from operations were $(1,609,493) for the six month period of 2008 and $(743,154) for the prior year period.  The net losses for these periods included net other expense of $(211,094) for 2008 and $(435,853) for 2007.



The most substantial differences between 2008 and 2007 in losses from continuing operations were increases in professional and insurance costs, payroll costs, travel expenses, inventory write-offs and depreciation and amortization. Professional and insurance costs increased $192,755 over the same period in 2007 primarily from

20

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patent work, FDA compliance, SEC compliance, and the addition of appropriate insurance coverage. Payroll costs increased due to the addition of three full time employees in 2008 versus 2007. Travel expenses are up reflecting increased board of directors travel costs and heightened activity with customers and suppliers. In connection with the discontinuance of our Safe-Mate product, we incurred an inventory charge-off of $42,445 during the second quarter.

Sales for 2008 were $19,553 compared to $41,661 for the six months ended June 30, 2007. The decline in sales was principally due to the discontinuance of sales of the Safe-Mate device. The gross margins for the product sales during 2008 and 2007 were as follows:

|              | Six Months Ended
|------------- | ----------------
|              | June 30, 2008   
|              | $               
|              |                 
|Sales         | $               
|Cost of sales |                 
|              |                 
|Gross margin  | $               
|              |                 

Total operating expenses were $820,017 during the second quarter of 2008 compared to $461,724 for the same period in 2007. The $358,293
increase during 2008 reflected the activity in product development and sales prospecting activity for the Vacu-Mate blood collection
device, higher salary expense, more significant travel costs, and higher professional fees in connection with the new product and
SEC compliance costs. Other income and expenses in both periods included interest income of $11,854 and $11 for 2008 and 2007,
respectively and miscellaneous income/(expense) of $100 and $(20,162) in 2008 and 2007, respectively. The June 30, 2008 statement
of operations for the six months also included $65,152 of income from the settlement of an old, long outstanding vendor liability
for less than the amount reflected on our prior year balance sheet. Interest expense declined from $230,470 in the second quarter
of 2007 to $142,014 for the second quarter of 2008. This
was primarily due to the pay-off of shareholder notes after December 28, 2007. Combined operating and other net expenses
 totaled $950,077 and $712,345 for the three month periods ended June 30, 2008 and 2007, respectively.

Total assets were $9,845,547 as of June 30, 2008 and $16,261,328 as of December 31, 2007. The $6,415,781 decrease in total assets reflected the reduction of total liabilities of $4,595,194
during the first half of 2008. MedPro paid off or settled accounts payable, accrued interest and shareholder debt of $4,418,037
during the first half of 2008. The additions to fixed assets in the first six months of 2008 included office leasehold improvements
for an additional 1,000 square feet of office and conference space costing $62,417 and new equipment, computers and furniture
totaling $112,602. Of the total, $43,543 related to furniture and computers and the balance of $69,059 were additions to
manufacturing equipment. Finally, MedPro collected the $2,000,000 note from Vision on February 29, 2008 in connection with
the preferred shares purchased in December 2007. Out of these proceeds we paid $160,000 in accrued costs to raise the
capital to a financial advisory
firm affiliated with one of our directors. These costs were recorded in 2007.

Total liabilities decreased by $4,595,194 to $7,687,144 as of June 30, 2008 from $12,282,338 as of December 31, 2007. The decrease in debt was a result of the use of proceeds from the capital raised in late 2007 to pay off accumulated liabilities from 2007. The use of net offering proceeds for these payments was anticipated and disclosed previously. During 2007, the Company entered into a new bank loan and line of credit, replacing existing debt and partially funding current operating losses, in the amounts of $5,000,000 (currently $4,861,111 at June 30, 2008) in term debt and $1,500,000 ($1,498,475 outstanding at June 30, 2008) in a working capital line. Other bank debt has been paid down by $44,243 in the first half of 2008 and has a remaining balance of $390,538.

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The accumulated deficit increased to $(24,233,519) as of June 30, 2008 compared to $(22,412,932) as of as of December 31, 2007, due to the net effect of 2008 operating loss of $(1,820,587).

Liquidity and Capital Resources

Net proceeds from the sale of the Series A Stock and warrants totaled $11,593,000 after payment of the placement fee and offering expenses. Of the $13,000,000 purchase price, $2,000,000 was in the form of a
promissory note from Vision, which was paid in full on February 29, 2008. Immediately after the merger, we used approximately $3,000,000 of the net proceeds to repay a $1,000,000 bridge loan from a Series A Stockholder, repay the current
portion of shareholder loans, and pay financing fees to our bank. In addition, on December 31, 2007, we paid $3,000,000 to acquire an option for exclusive U.S. distribution rights for products that complement or expand our product portfolio. If
we do not reach agreement on the terms of the exclusive rights, the manufacturer must grant us exclusive distribution rights or refund the option amount.

The net proceeds from the private placement will provide working capital and the principal source of funding for our operations through December 31, 2008. We had $1,745,391 in cash at June 30, 2008. Other sources of
funds include revenues from the sale of our medical safety products, including anticipated revenues from the sale of the blood collection product we expect to launch in early fourth quarter 2008, proceeds from the exercise of stock purchase warrants
that expire in 2008 for cash totaling approximately $13.0 million, receivables generated from the expansion of the Companys relationship with a worldwide medical products company, and the commitment for funding made by our Chairman.

In July 2008, we entered into two new agreements with a worldwide medical products company to manufacture and distribute three of our medical safety products, replacing an earlier agreement for the distribution of our
tube-activated blood collection system. Both agreements continue for five years from the date we make an initial commercial shipment of the product. The distributor has agreed to purchase minimum annual quantities of both models of the blood
collection system totaling and our winged butterfly blood collection system over the five-year term of the contract, for royalties totaling over $43 million under both agreements.

The new agreements provide capital for equipment, engineering, and tooling necessary to produce the three products. The distributor agreed to pay us an amount not to exceed $5.1 million for the production of the two
models of the blood collection system, payable in three installments, beginning October 1, 2008, with the final payment due March 31, 2009. The distributor also agreed to pay us an amount not to exceed $5 million for the production of a third product, our winged
blood collection set. An initial payment of $1 million is payable upon delivery and acceptance of the initial design plan by the distributor on or before October 1, 2008. The balance is payable in three equal installments upon the achievement of
certain milestones leading to validation of the final production line.

In addition to our commitment from our distribution partner for capital to complete development and launch three blood collection products, the purchasers of the Series A Stock and warrants have the right to fund our
future financing needs, but we can seek alternative financing if they do not exercise their rights. One of our Series A Stockholders holds stock purchase warrants that expire at the end of 2008, and we have discussed with that stockholder exercising
the warrants for cash, which would raise approximately $13,000,000 if exercised in full. We anticipate that the stockholder will exercise the warrant for cash, although at present we have no formal commitment from the stockholder.

Our current credit agreement includes a $5,000,000 term loan and a $1,500,000 revolving line of credit. As of June 30, 2008, the amount payable for the revolving line of credit was $1,498,475 and the amount
payable for the term note was $4,861,111. Our indebtedness under the credit agreement bears interest at the prime rate plus 2%. The revolver matures on November 1, 2008, and payments of interest are due monthly. The term loan matures on August 1,
2011. We also pay interest monthly on the term loan, and monthly principal payments of approximately $139,000 began in June 2008.

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The credit agreement contains various restrictive covenants and other usual and customary terms and conditions of a revolving line of credit and term loan facility, including limitations on the payment of cash dividends and other restricted payments, limitations on the incurrence of additional debt, and prohibitions on a merger or the sale of assets. Financial covenants require us to, among other things:

- maintain a ratio, as of December 31, 2007 and any date thereafter, of (a) net income plus interest, income taxes, depreciation, and amortization expense to (b) the sum of annual interest expense and current maturities of long term debt, of greater than or equal to 1.50 to 1.00;
- maintain a tangible net worth, meaning net worth less intangible assets, of not less than (i) $4,500,000 as of December 31, 2007, (ii) $5,000,000 as of December 31, 2008, (iii) $5,500,000 as of December 31, 2009, and (iv) $6,000,000 as of December 31, 2010, and at all times thereafter; and
- maintain a ratio, as of December 31, 2007 and any date thereafter, of (a) total outstanding liabilities minus debt to persons other than the lender that has been subordinated to the lender to (b) net worth less intangible assets plus debt to persons other than the lender which has not been subordinated to the lender, of less than or equal to (i) 2.00 to 1.00 for 2008, (ii) 1.75 to 1.00 for 2009, (iii) 1.50 to 1.00 for 2010, and (iv) 1.25 to 1.00 on December 31, 2010 and all times thereafter.

If these financial covenants are not met, it will be deemed an event of default and the lender will have the option to terminate its obligation to make advances, accelerate amounts owed under the loan to become immediately due, foreclose and repossess collateral or exercise any of the other remedies available under the credit agreement. We did not meet the covenants as of December 31, 2007, which would have entitled the lender to accelerate the payment of the principal and interest due under the credit agreement, among other remedies. When we notified the lender of our non-compliance with the covenants, the lender waived compliance though December 31, 2008.

We estimate that funding our continued development and launches of our planned products, meeting current capital support requirements, and pursuing other areas of corporate interest as may be determined by the Board of Directors through the end of 2008 will require approximately $4,800,000 in addition to our cash on hand. Whether we commit resources to optional projects will depend upon our cash position from time to time. Our primary cash requirements will be to fund (a) launching our blood collection products for distribution, (b) continuing development of our safety syringe products and other medical device safety products based on the technology for which we hold rights, and (c) increasing our administrative capability as needed to support expanded day-to-day operations.

We will require additional funding to complete the development of and launch all of the safety products for which we currently own intellectual property rights. In addition, development or production costs may increase beyond the amounts on which we have based our current funding assumptions. If we cannot find sources of additional funds on reasonable terms, we may be forced to limit our product development plans, which could adversely affect our efforts to achieve profitability and to continue our business.

Although we plan to continue to outsource our developmental and manufacturing resource needs, we also plan to expand our in-house capabilities. We expect to employ a senior product development manager and project engineer to direct the development of our portfolio of products and to work directly with our external product development firm. This will allow our current management personnel to focus on production and marketing as our products complete the regulatory approval process and distribution can begin.

During the next year, we expect to add additional administrative support personnel and infrastructure as necessary to support the planned expansion of our operations. We will need to add personnel and substantially increase the related administrative expenses to continue product development, increase sales and marketing activities, and comply with periodic reporting and internal control requirements. We have purchased computer systems and related equipment for approximately $90,000 to support our data and communications requirements. In addition, we employ an outside, full service, information technology support firm to ensure appropriate support of our systems, telephone, and backup of corporate records for a total of approximately

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$29,000 over the next twelve months. We have also purchased product inspection equipment for approximately $100,000 in connection with the expected launch of our blood collection product.

We anticipate spending a minimum of $300,000 through the end of 2008 for legal, accounting and other compliance-related expenses arising from our reporting and other obligations under the Securities Exchange Act and our commitment during the six months following the merger to register shares beneficially owned by the holders of the Series A Stock and warrants for possible resale under the Securities Act of 1933. In addition, under the terms of our stock purchase agreement with our Series A Stockholders, we have committed to spend $240,000 for investor relations and corporate marketing activities during the twelve months following the merger.

While we expect to realize significant revenue from the launch of the first of two models
of our blood collection product, the amount of revenue realized in 2008 depends on how soon we can complete our production arrangements
so we can commence product delivery. We will also continue to develop products from our portfolio. As a result, we do not expect to show
earnings from operations in the current fiscal year, or over the next twelve months. We believe there is a well defined market for our
products, encouraged by Federal Needlestick Safety and Prevention Act, which requires the use of products similar to those we are
developing. We are optimistic about the prospects for our blood collection products based upon our pre-marketing activities over the
past two years, general interest in the skin activated product, and our existing minimum volume distribution contract. We will monitor our cash flow carefully and will maintain limited, but necessary, employment levels required to sustain operations.

Our current sales estimates are exclusively for product sales in the United States. We do not anticipate revenue from the marketing of the tube-activated blood collection device in Europe, although its distributor has received preliminary favorable interest from pre-launch marketing and demonstration activities. Our ability to generate future European and other foreign sales will depend upon applicable regulatory approvals for our products in Europe.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are not party to any forwards and futures, options, swaps, or other instruments that would expose us to market risk associated with activities in derivative financial instruments, other financial instruments, and derivative commodity instruments. Our bank indebtedness is priced at interest rates geared to the Prime Rate.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, we carried out an evaluation, under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based
on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the fiscal quarter
covered by this report, these disclosure controls and procedures are effective to ensure that information required to be disclosed
by us in the reports we file or submit under the Exchange Act is: (a) recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange Commission, and (b) accumulated and communicated to
our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings as of this date.

Item 1A. Risk Factors

Information regarding risk factors appears in the Companys Annual Report on Form 10-K for the year ended December 31, 2007 under Item 1A  Risk Factors. There have been no material changes from the risk factors previously discussed in our Form 10-K.

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

Not applicable.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Securities Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

(a) Exhibits

The following exhibits are filed or furnished as part of this report:

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                              
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                     
|10.1        |  | Medical Supply Manufacturing Agreement as of July 15, 2008 between MedPro Safety Products, Inc. and Greiner Bio-One GmbH (blood collection products) is incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 21, 2008.
|           
|10.2        |  | Medical Supply Manufacturing Agreement as of July 15, 2008 between MedPro Safety Products, Inc. and Greiner Bio-One GmbH (winged butterfly product) is incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed July 21, 2008. 
|           
|31.1        |  | Certification of Principal Executive Officer, pursuant to Rule 13a14(a).                                                                                                                                                                           
|           
|31.2        |  | Certification of Principal Financial Officer, pursuant to Rule 13a14(a).                                                                                                                                                                           
|           
|32.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350.                                                                                                                                                                    
|           
|32.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350.                                                                                                                                                                    
|           

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act if 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|MEDPRO SAFETY PRODUCTS, INC. |                                        
|---------------------------- | ---------------------------------------
|(Registrant)                 |                                        
|                            
|August 13, 2008              | By: /s/ W. Craig Turner                
|                             |                                        
|                             | W. Craig Turner                        
|                             | Chief Executive Officer, Chairman      
|                             | of the Board of Directors              
|                             | (Principal Executive Officer)          
|                            
|August 13, 2008              | By: /s/ Marc T. Ray                    
|                             |                                        
|                             | Marc T. Ray                            
|                             | Vice President Finance, Chief Financial
|                             | Officer and Chief                      
|                             | (Principal Financial and Accounting    
|                             | Officer)                               



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