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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A(Amendment No. 1)

(Mark One)

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

For the Quarterly Period EndedMarch 31, 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: 000-49768

MEDPRO SAFETY PRODUCTS, INC.(Exact name of registrant as specified in its charter)

|Nevada                                        | 91-2015980         
|--------------------------------------------- | -------------------
|(State or other jurisdiction of               | (I.R.S. Employer   
|incorporation or organization)                | 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 March 31, 2008.

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EXPLANATORY NOTE

MedPro Safety Products, Inc. (MedPro or the Company) is filing this Amendment No. 1 (the Amended Report) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which was originally filed with
the United States Securities and Exchange Commission (SEC) on May 15, 2008. The Company hereby amends the following items:

Part I

- Item 1. Financial Statements.
- Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation (MD&A).
- Item 4T. Controls and Procedures.

Part II

- Item 6. Exhibits

The Amended Report includes restated financial statements that reflect the 2006 adjustment for the discharge of a $1,294,526 debt owed to the Companys Chairman and Chief Executive Officer, originally recorded as income and now recorded as
additional paid in capital. The notes to the restated financial statements and MD&A have been amended to reflect the foregoing changes.

In addition, the Amended Report amends Item 4T with respect to managements quarterly evaluation of controls and procedures. The Amended Report also includes amended certifications of its Chief Executive Officer and Chief Financial Officer
pursuant to SEC Rule 13(a)-14(a), and currently dated certification pursuant to Section 906 of the Sarbanes-Oxley Act (Section 1350 of Chapter 63 of Title 18 of the U.S. Code).

During the audit of the Companys 2005 and 2006 financial statements, in anticipation of the reverse merger with a public shell company that was a condition to the December 28, 2007 purchase of the preferred stock and stock purchase warrants by
institutional investors, the Company accrued interest expense on amounts owed to its Chairman and Chief Executive Officer, W. Craig Turner, or entities controlled by Mr. Turner, for financing advanced to the Company over several prior years.
Interest expense was recorded in the periods to which they related. After the debt was restructured, Mr. Turner discharged $1,294,526 of interest, which was recorded as income in 2006. In response to comments from the SEC staff, the Company has
elected to make an adjustment to record the $1,294,526 previously recorded in income to additional paid in capital.

The Companys financial statements for the quarter ended March 31, 2008, included in its 10-Q as originally filed on May 15, 2008, reflect a deemed dividend of $3,975,120 recorded in connection with MedPros issuance of
preferred stock and warrants to purchase shares of common stock on December 28, 2007. For more information about the deemed dividend and the restatement of the Companys audited financial statements as of December 31, 2007, see the
Companys 10-K/A filed December 22, 2008 and Note 1 of the notes to the restated financial statements included therein.

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

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

> Balance Sheets for March 31, 2008 (unaudited) (Restated) and December 31, 2007 (Restated)
>   Unaudited Statements of Operations for the three months ended March 31, 2008 and 2007 (Restated)
>   Statements of Shareholders Equity for the three months ended March 31, 2008 (unaudited) (Restated) and the year ended December 31, 2007 (Restated)
>   Unaudited Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (Restated)
>   Notes to Unaudited Financial Statements

1

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

|                                                      | March 31, 2008 |            |                  |  
|----------------------------------------------------- | -------------- | ---------- | ---------------- | -
|                                                      | (Unaudited)    |            | December 31,2007
|                                                      | (Restated)     |            | (Restated)      
|ASSETS                                                |                |            |                 
|Current Assets                                        |                |            |                  |  
|Cash                                                  | $              | 3,627,387  |                  | $
|Accounts receivable                                   |                | 23,428     |                  |  
|Note Receivable - Vision Opportunity Master Fund, Ltd |                |            |                  |  
|Inventory                                             |                | 542,958    |                  |  
|Due from SGPF, LLC                                    |                | 34,535     |                  |  
|Other current assets                                  |                | 7,160      |                  |  
|                                                      |                |            |                 
|Total current assets                                  |                | 4,235,468  |                  |  
|                                                      |                |            |                 
|                                                     
|Property and Equipment                                |                |            |                  |  
|Equipment and tooling                                 |                | 1,061,385  |                  |  
|Leasehold improvements                                |                | 99,631     |                  |  
|Computers, network and phones                         |                | 96,677     |                  |  
|Furniture and fixtures                                |                | 64,728     |                  |  
|Trade show booth                                      |                | 7,341      |                  |  
|                                                      |                |            |                 
|                                                     
|                                                      |                | 1,329,762  |                  |  
|                                                     
|Less: accumulated depreciation                        |                | 121,413    |                  |  
|                                                      |                |            |                 
|                                                     
|Property and equipment, net                           |                | 1,208,349  |                  |  
|                                                      |                |            |                 
|                                                     
|Other Assets                                          |                |            |                  |  
|Intangible assets                                     |                | 3,067,442  |                  |  
|Conditional License Agreement                         |                | 3,000,000  |                  |  
|Deferred financing costs                              |                | 128,818    |                  |  
|                                                      |                |            |                 
|                                                     
|Total other assets                                    |                | 6,196,260  |                  |  
|                                                      |                |            |                 
|                                                     
|Total assets                                          | $              | 11,640,077 |                  | $
|                                                      |                |            |                 

2

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

|                                                                        | March 31, 2008 |             | December 31,2007
|----------------------------------------------------------------------- | -------------- | ----------- | ----------------
|                                                                        | (Unaudited)    |            
|                                                                        | (Restated)     |             | (Restated)      
|LIABILITIES AND SHAREHOLDERS EQUITY                                    |                |             |                 
|Current Liabilities                                                     |                |             |                 
|Accounts payable and accrued expenses                                   | $              | 464,750     |                 
|Accrued interest payable                                                |                | 56,647      |                 
|Current portion of long term debt                                       |                | 2,701,802   |                 
|Notes payable to and advances from shareholders                         |                | 1,099,449   |                 
|                                                                        |                |             |                 
|                                                                        |                |             |                 
|Total current liabilities                                               |                | 4,322,648   |                 
|                                                                        |                |             |                 
|                                                                       
|Long-Term Liabilities                                                   |                |             |                 
|Notes payable - long term portion                                       |                | 4,203,633   |                 
|                                                                        |                |             |                 
|                                                                       
|                                                                       
|Total liabilities                                                       |                | 8,526,281   |                 
|                                                                        |                |             |                 
|                                                                       
|Shareholders Equity                                                    |                |             |                 
|Preferred stock                                                         |                |             |                 
|$.01 par value; 10,000,000 shares authorized; 6,668,229 shares issued   |                |             |                 
|and outstanding                                                         |                | 66,682      |                 
|Common stock                                                            |                |             |                 
|$.001 par value; 90,000,000 shares authorized; 13,285,072 shares issued |                |             |                 
|and outstanding and $.001 par value                                     |                | 13,285      |                 
|                                                                       
|                                                                       
|Additional paid-in capital                                              |                | 27,628,366  |                 
|Unearned share-based compensation                                       |                | (21,885     | )               
|Accumulated deficit                                                     |                | (24,572,652 | )               
|                                                                        |                |             |                 
|                                                                       
|Total shareholders equity                                              |                | 3,113,796   |                 
|                                                                        |                |             |                 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Total liabilities and shareholders equity                              | $              | 11,640,077  |                 
|                                                                        |                |             |                 

See notes to financial statements.

3

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MedPro Safety Products, Inc.
Statements of Operations
For the three months ended March 31, 2008 and 2007

|                                                                  | For the Three  | For the Three 
|----------------------------------------------------------------- | -------------- | --------------
|                                                                  | Months Ended   | Months Ended  
|                                                                  | March 31, 2008 | March 31, 2007
|                                                                  | (Unaudited)    | (Unaudited)   
|                                                                  |                |               
|Sales                                                             |                |               
|Needlyzer                                                         | $              | 1,180         
|Safe-Mate                                                         |                | 15,848        
|                                                                  |                |               
|                                                                  |                |               
|Total sales                                                       |                | 17,028        
|                                                                 
|Cost of Goods Sold                                                |                | 3,350         
|                                                                  |                |               
|                                                                 
|Gross profit                                                      |                | 13,678        
|                                                                  |                |               
|Operating Expenses                                                |                |               
|Salaries, wages, and payroll taxes                                |                | 218,385       
|Product development costs                                         |                | 46,164        
|Professional and insurance                                        |                | 269,440       
|General and administrative                                        |                | 161,659       
|Travel and entertainment                                          |                | 88,518        
|Depreciation and amortization                                     |                | 26,194        
|                                                                  |                |               
|                                                                 
|Total operating expenses                                          |                | 810,360       
|                                                                  |                |               
|                                                                 
|Loss from operations                                              |                | (796,682      
|                                                                  |                |               
|                                                                 
|Other Income (Expenses)                                           |                |               
|Interest expense                                                  |                | (165,719      
|Income from debt forgiveness                                      |                | 65,152        
|Interest income                                                   |                | 31,645        
|Other                                                             |                | 410           
|                                                                  |                |               
|                                                                 
|Total other income (expenses)                                     |                | (68,512       
|                                                                  |                |               
|                                                                 
|Provision for income taxes                                        |                | -             
|                                                                  |                |               
|                                                                 
|Net loss                                                          | $              | (865,194      
|                                                                  |                |               
|                                                                 
|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    
|                                                                  |                |               

See notes to financial statements.

4

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MedPro Safety Products, Inc.
Statements of Shareholders Equity
For the three months ended March 31, 2008 (Unaudited) and the year ended December 31, 2007
  (Restated)

|                                                                     | Common Stock | Preferred Stock | Unearned | Additional
Paid-In | Accumulated  |         |            |        
|-------------------------------------------------------------------- | ------------ | --------------- | -------- | ------------------ | ------------ | ------- | ---------- | -------
|                                                                     | Shares       | Amount          | Shares   | Amount             | Compensation | Capital | Deficiency | Total  
|                                                                    
|Balance, January                                                     |              |                 |          |                    |              |         |            |        
|1, 2007                                                              | 10,360,494   | $               | 10,361   | -                  |              | -       |            | -      
|                                                                    
|Combination of shares 
      in merger with 
      Vacumate, LLC     | (6,216,297   | )               |          |                    |              |         |            |        
|                                                                     |              |                 |          |                    |              |         |            |        
|Common shares issued 
      to Vacumate, LLC
      members in merger | 6,216,297    |                 |          |                    |              |         |            |        
|                                                                     |              |                 |          |                    |              |         |            |        
|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 issued                                              |              |                 |          |                    |              |         |            |        
|for cash, net of                                                     |              |                 |          |                    |              |         |            |        
|issuance costs of                                                    |              |                 |          |                    |              |         |            |        
|$2,482,355                                                           |              |                 |          | 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                                                  |              |                 |          |                    |              |         |            | (21,885
|                                                                    
|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  |            | (21,885
|                                                                    
|Net loss through                                                     |              |                 |          |                    |              |         |            |        
|March 31, 2008                                                       |              |                 |          |                    |              |         |            |        
|                                                                     |             
|Balance, March 31,                                                   |              |                 |          |                    |              |         |            |        
|2008                                                                 | 13,285,072   | $               | 13,285   | 6,668,229          | $            | 66,682  | $          | (21,885
|                                                                     |             

See notes to financial statements.

5

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MedPro Safety Products, Inc.
Statements  of Cash Flows
For the three months ended March 31, 2008 and 2007

|                                                                  | For the Three  | For the Three 
|----------------------------------------------------------------- | -------------- | --------------
|                                                                  | Months Ended   | Months Ended  
|                                                                  | March 31, 2008 | March 31, 2007
|                                                                  | (Unaudited)    | (Unaudited)   
|                                                                  |                |               
|Cash Flows From Operating Activities                              |                |               
|Net loss                                                          | $              | (865,194      
|Adjustments to reconcile net loss to net cash                     |                |               
|flows from operating activities:                                  |                |               
|Depreciation                                                      |                | 15,751        
|Amortization of financing costs                                   |                | 10,443        
|Changes in operating assets and liabilities                       |                |               
|Accounts receivable                                               |                | (627          
|Inventory                                                         |                | 2,998         
|Other current assets                                              |                | (5,134        
|Accounts payable and accrued expenses                             |                | (1,841,398    
|Accrued interest payable                                          |                | (332,903      
|                                                                  |                |               
|Net cash flows from operating activities                          |                | (3,016,064    
|                                                                  |                |               
|                                                                 
|Cash Flows From Investing Activities                              |                |               
|Advances to SGPF, LLC                                             |                | (10,446       
|Purchases of property, equipment and intellectual property        |                | (105,477      
|                                                                  |                |               
|                                                                 
|Net cash flows from investing activities                          |                | (115,923      
|                                                                  |                |               
|                                                                 
|Cash Flows From Financing Activities                              |                |               
|Collection of notes receivable                                    |                | 2,000,000     
|Proceeds from bank borrowings                                     |                |               
|Repayments on bank borrowings                                     |                | (21,846       
|Net repayments on notes payable to and advances from shareholders |                | (1,559,912    
|                                                                  |                |               
|                                                                 
|Net cash flows from financing activities                          |                | 418,242       
|                                                                  |                |               
|                                                                  |                | .             
|Net increase (decrease) in cash                                   |                | (2,713,745    
|                                                                 
|Cash at the beginning of the period                               |                | 6,341,132     
|                                                                  |                |               
|                                                                  |                | -             
|Cash at the end of the period                                     | $              | 3,627,387     
|                                                                  |                |               
|                                                                 
|Supplemental Disclosures of Cash Flow Information                 |                |               
|Cash paid for interest                                            | $              | 648,623       
|                                                                  |                |               

See notes to financial statements.

6

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

NOTE 1  BASIS OF PRESENTATION AND NATURE OF BUSINESS (RESTATED)

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 March 31, 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 restated financial statements and footnotes thereto included in Amendment No. 1 to the Companys annual report on Form 10-K for the year ended December 31, 2007 on Form 10-K/A filed December 22, 2008.

NOTE 2  INCOME TAXES (RESTATED)

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 March 31, 2008 as a result of the loss in the current period 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 $13.2 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 13,285,072 shares for the three months ended March 31, 2008 and 10,360,494 shares for the
three months ended March 31, 2007. Neither period reflected any changes in the number of shares outstanding. 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 the basic and diluted loss per share are the
same for all periods presented.

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

7

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NOTE 4   RECENT ACCOUNTING PRONOUNCEMENTS, (Continued)

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 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  ACQUISITIONS (RESTATED)

During 2006, the Company acquired patents underlying the Key-Lok Needleless IV system from Baton Ventures, LLC, then managed by Baton Development, Inc., an entity owned by a director of the Company. The acquisition also included injection molding
machines, tools and molds and packaging equipment. The purchase price was $1 million, net of approximately $10,000 of legal fees assumed by the Company. The equipment was valued at $500,000 based on an independent appraisal. The Key-Lok
patents were valued at $489,122. The Company issued 291,020 shares of common stock to Baton valued at approximately $3.40 per share, the price at which the Company had negotiated the conversion of outstanding debt to equity during 2006.

8

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NOTE 5  ACQUISITIONS (RESTATED) (Continued)

On January 10, 2007 the Company merged with Vacumate, LLC. Because both companies were held under common control, as described in Note 1, the Company and Vacumate reported their financial results as a single entity before the merger.

On December 28, 2007 the Company completed a reverse takeover in which it merged into Dentalserv.com, a Nevada public shell corporation formerly listed as DSRV on the over the counter bulletin board (OTCBB). MedPro survived the merger for accounting
purposes. Accordingly, these financial statements reflect the historical operations of MedPro before the reverse merger, but the capital structure is that of Dentalserv.com, the corporation that legally survived the merger. The surviving entity is
listed as MPSP on the OTCBB. DentalServs financial activity after the merger has been reflected in the Companys financial statements.

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.

NOTE 7  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 in which they exert significant control over. They are comprised of the following:

|                                           |   | March 31, |  | December 31,
|------------------------------------------ | - | --------- |  | ------------
|                                           |   | 2008      |  | 2007        
|                                           |   |           | 
|Short term advances with no stated terms   |   |           |  |             
|settled in the ordinary course of business | $ | 6,116     |  | $           
|                                           |   |           | 
|Demand and promissory notes with varying   |   |           |  |             
|interest rates                             |   | 1,093,333 |  |             
|                                           |   |           | 
|                                          
|                                           | $ | 1,099,449 |  | $           
|                                           |   |           | 

Short term advances consisted of $6,116 for both March 31, 2008 and December 31, 2007, which were due to various related parties including a company controlled by the Company Chairman for unsettled advances and services.

At December 31, 2007 the promissory notes generally contained interest rates ranging 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 pre-DentalServ merger common stock of the Company. There was
$200,000 of notes payable to a former director of pre-merger MedPro. During 2007, $100,000 of those notes was paid and the balance of $100,000,

9

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NOTE 7  NOTES PAYABLE TO AND ADVANCES FROM SHAREHOLDERS, (Continued)

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 and 2008 accruals were paid in full on this note in the first quarter of 2008. The only remaining shareholder debt at March 31, 2008 consisted of notes and accounts payable to the
Companys Chairman or related entities totaling $993,616, $45,833 of accrued fees 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 Baton Development, Inc. $74,912, Wayne Wellman, a shareholder $25,000, and had accrued, but unpaid compensation payable to its Chairman and its Chief Operating Officer totaling $133,333. Since
December 31, 2007 the $74,912 was paid to Baton Development, Inc. and $25,000 was paid to Wayne Wellman.

At December 31, 2007, the balance of the promissory notes was represented by a $2,150,000 note to a company controlled by the Companys Chairman as described in Note 8. Interest on $2,000,000 of the outstanding principal balance was
calculated at 6.0%, beginning on January 1, 2007, on the then unpaid principal balance. 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 must be repaid
on the date the Company completes an equity or debt financing resulting in gross proceeds to the Company of at least $6,000,000. The note also allows for various penalty provisions in the form of additional interest, as defined in the note, if
all principal and accrued interest is not repaid by December 31, 2007. 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 $1,250,000 of this note. Interest is being paid monthly in 2008.

NOTE 8  RELATED PARTY TRANSACTIONS (RESTATED)

The $900,000 remaining balance of the demand note payable discussed in Note 7 above is to CRM Development Company (CRM) an entity that is owned by the Companys Chairman, and CEO. The note originated on September 1, 2006 as part
of a corporate debt restructuring of the Company. CRM has 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 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
post split/post-merger shares of common stock valued at $1,822,805 and a promissory note payable from the Company in the amount of $2,000,000. The Company also recorded a contribution to additional paid-in capital to reflect the remaining $1,294,526 of indebtedness forgiven by CRM. During 2007 an additional $150,000 was loaned by CRM to the Company.

In addition to the transactions discussed above and in Note 7, the Company incurred interest expense on the indebtedness to shareholders totaling approximately $19,000 for the three months ended March 31, 2008 and $78,000 for three months
ended March 31, 2007. Accounts payable to officers and employees of the Company totaled approximately $139,000 at March 31, 2008 and $195,000 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.

10

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NOTE 9  LONG-TERM DEBT

Long-term debt at March 31, 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 payments of          |      |           |     
|$138,889 beginning June 2008, maturing                 |      |           |     
|August 1, 2011,collateralized by an assignment of      |      |           |     
|intellectual properties                                | $    | 5,000,000 |     
|                                                      
|Payable to Fifth Third Bank, Revolving Line of Credit, |      |           |     
|Interest at prime plus 2%, payable monthly beginning   |      |           |     
|in April 2007, due August 1, 2008                      |      | 1,492,500 |     
|                                                      
|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 |      | 412,935   |     
|                                                       |      |           |     
|                                                       |      |           |     
|                                                       |      | 6,905,435 |     
|Less: Current Portion                                  |      | 2,701,802 |     
|                                                       |      |           |     
|                                                      
|Long-term portion                                      | $    | 4,203,633 |     
|                                                       |      |           |     

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 March 31:

|2009 | $ | 1,531,439
|---- | - | ---------
|2010 |   | 1,646,498
|2011 |   | 1,025,696
|     |  
|     | $ | 4,203,633
|     |  



11

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NOTE 10  SHAREHOLDERS EQUITY (RESTATED)

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 preferred stock with a par value of $.01 per share, which is issuable in series. At December 31, 2007, the
Company had 13,285,072 shares of common stock and 6,668,229 Series A Convertible Preferred Stock outstanding. In addition, warrants to purchase 25,820,150 shares of common stock were outstanding at December 31, 2007. The Company issued the Series A
Convertible Preferred Stock and four series of warrants to purchase a total of 25,286,692 shares of common stock in a private placement to institutional investors completed on December 28, 2007, and described in Note 1.

For a summary of the material rights, preferences, privileges, and restrictions of the Series A Convertible Preferred Stock, see Note 8 of the notes to the Companys restated financial statements included in Amendment No. 1 to its Annual Report
on Form 10-K filed on Form 10-K/A on December 22, 2008.

NOTE 11  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 $20,450 for the three months ended March 31, 2008 and $57,000 for the year ended December 31, 2007.

Future minimum annual lease payments at March 31, 2008, are as follows:

|(12 month periods ended March 31) |   |        
|--------------------------------- | - | -------
|2009                              | $ | 83,700 
|2010                              |   | 83,700 
|2011                              |   | 83,700 
|2012                              |   | 83,700 
|2013                              |   | 34,875 
|                                  |  
|                                  | $ | 369,675
|                                  |  

12

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NOTE 12  STOCK OPTIONS AND WARRANTS (RESTATED)

Employee options

As of March 31, 2008, the Company had no written or unwritten stock ownership or option plans for employees. The Preferred Stock Purchase Agreement among the Company and the Series A Stockholders authorized the Company to award rights to purchase
3,000,000 common shares at $1.81 per share, the agreed upon valuation of the Common Stock in the Preferred Stock Purchase Agreement, to its management and employees under an employee stock option program. Terms of the purchase rights have not
been established, nor have they been assigned or allocated to any members of management, directors or employees as of the date of these financial statements.

There were no transactions affecting stockholders equity during the first quarter of 2008. For a description of transactions during the 2006 and 2007 fiscal years, see Note 10 of the notes to the Companys restated financial statements
included in Amendment No. 1 to its Annual Report on Form 10-K filed on Form 10-K/A on December 22, 2008.

Stock purchase warrants

The Companys four Series A Convertible Preferred Stockholders hold one Series A warrant and one Series B warrant for each of the 6,668,229 shares of preferred stock they hold. In addition, for making a total investment
of at least $5 million, one Series A Stockholder also received one J warrant and one C warrants for each of the 5,975,116 shares of preferred stock it holds. None of the warrants issued to the Series A Convertible
Preferred Stockholders had been issued as of the date of the financial statements. The following is a summary of the rights of the four series of warrants issued with the Series A Stock:

|                 |                                                                                                                                                                                                                                                                                           
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Series A Warrant | Entitles holder to purchase one share of common stock at a purchase price of $1.81 per share, 93% of the purchase price per share of Series A Stock.                                                                                                                                      
|                 |                                                                                                                                                                                                                                                                                           
|Series B Warrant | Entitles holder to purchase one additional share of common stock at a purchase price of $1.99 per share, 102% of the purchase price per share of Series A Stock.                                                                                                                          
|                 |                                                                                                                                                                                                                                                                                           
|Series J Warrant | The Series J Warrant entitles the holder to purchase one share of Series B Stock at a purchase price of $8.72 per share. Each share of Series B Stock, in turn, is convertible at the option of the holder into four (4) shares of common stock at
a purchase price of $2.18 per share.   
|                
|Series C Warrant | Entitles the holder to purchase one share of common stock at a purchase price of $2.18 per share, 112% of the purchase price per share of Series A Stock. The Series C Warrants become exercisable only if, and to the
extent that, the corresponding Series J Warrant has been exercised.
|                
|Exercise Period  | The Series A, Series B, and Series C Warrants may be exercised through December 28, 2012. The Series J Warrant can be exercised no later than December 28, 2008.                                                                                                                          

For a more detailed summary of the rights of the four series of warrants and details on the valuation of the warrants pursuant to the Black-Scholes method, see Note 11 of the notes to the Companys restated financial statements included in
Amendment No. 1 to its Annual Report on Form 10-K filed on Form 10-K/A on December 22, 2008.

The Company agreed to issue warrants to acquire 533,458 common shares to SC Capital Partners, LLC for $1.81 per share, on December 28, 2007. These warrants were compensation for financial advisory services in connection with the $13,000,000
private placement. The terms of these warrants are similar to the A warrants and expire on December 28, 2012. The Company has valued the warrants at $211,928 utilizing the Black-Scholes method.

13

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NOTE 12  STOCK OPTIONS AND WARRANTS (RESTATED) (Continued)

The Company is authorized to issue warrants to purchase up to 68,036 common shares for $1.99 per share as compensation for a research report to be written and published about the Company in a medical device industry publication. These have not
been issued and will not be eligible to be exercised until after the report is issued. These warrants will expire on December 28, 2012. Utilizing the Black-Scholes method, the Company valued these warrants at $21,885 and reflected them as unearned
compensation in its shareholder equity section.

In accounting for the conversion feature embedded within the Series A Stock, the Company 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 Instruments. Under this guidance, the classification of an issuers convertible preferred stock as permanent equity depends upon the issuer having control with respect to the manner of redemption of the convertible
preferred stock.

The right of Series A Stockholders to redeem their shares arises first in the event of a consolidation or merger that would result in a change of control of the Company, the sale of 50% of its assets, or a purchase of 50% of the outstanding shares
of the Companys common stock. Mergers, consolidations and asset sales require approval by the board of directors. A third party could purchase 50% of the outstanding shares only from the Company directly or in a voluntary sale by one or more
common shareholders. These circumstances, being characteristic of all equity, do not preclude classification as equity.

Of the other seven events triggering the right of Series A Stockholders to redeem their shares, four are events for which the issuer has the option to redeem in either cash or common shares. The redemption ratio is fixed and adjusts only if the
Company sells common shares at a price less than the price per share at which the preferred stock converts into common stock. In other words, the adjustments to the ratio are not of a dilutive nature that would generally give rise to liability
treatment.

The other triggering events would occur only through purposeful actions by the Company or otherwise within its control.

- As of December 31, 2007, the Company had 90,000,000 common shares authorized and 13,285,072 common shares issued and outstanding. Therefore, the Company had a sufficient number authorized and unissued common shares to convert all
of the preferred stock at the conversion ratio then in effect had a notice of conversion been presented as of that date, meeting the current status test of EITF 00-19.
- The deregistration of Companys common stock is within its control;
- The consummation of a going private transaction is within the Companys control.

Based on the foregoing analysis, the Company concluded that the embedded conversion feature would not be separately accounted for as a derivative liability from the Series A Stock.

In accordance with this guidance, the Company recorded a deemed dividend in the amount of $3,975,120 by increasing the retained deficit and increasing additional paid in capital by that amount effective on December 28, 2007 to reflect the
estimated fair value of the embedded conversion feature in the Series A Stock. The $3,975,120 amount represents the approximately $0.60 difference per share between the $1.81 liquidation value per share of the preferred stock and the
$1.21 per share value of the 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.

14

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NOTE 13  SUBSEQUENT EVENT

MedPro recently  determined to cease
offering  Safe-Mate as part of its product  portfolio,  effective as of May    14, 2008.
 Safe-Mate has not generated  material  revenue during the time MedPro  marketed the
product,  and the    Company 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,  the Company has decided
to focus on what it    now views as its core technology and  technological  distinction
in the sharps risk reduction  marketplace.  The    Company is currently in the process of
determining  the salvage  value,  if any, of the inventory with a current    carrying
value of approximately $50,000.

NOTE 14  RESTATED FINANCIAL STATEMENTS

After the Company issued its financial statements for the fiscal years ended December 31, 2007 and 2006 and filed its Annual Report on Form 10-K for the year ended December 31, 2007, the Company concluded that adjustments were needed to the 2006 and
2007 financial statements. The 2006 Financial Statements have been restated to record as Additional Paid in Capital $1,294,526 that was originally recorded as income as a result of the discharge of accrued interest expense payable to the
Companys Chairman, W. Craig Turner and related companies. This adjustment resulted in a reduction of income and an increase in Accumulated Deficit in the 2006 financial statements and an increase in Additional Paid in Capital.

The weighted average shares outstanding for 2007 and 2006 in the Form 10-K as originally filed were incorrectly computed. The corrected amounts are 7,865,388 shares for 2006 and 10,579,301 shares for 2007.

The Company has also recorded a deemed dividend in the 2007 Shareholders Equity section of the balance sheet for 2007 to reflect the recording of the value of the embedded conversion feature of the Series A Preferred Stock as a $3,975,120
dividend and an increase in Additional Paid in Capital. This adjustment reflects a reclassification on the balance sheet for 2007 and was therefore not reflected as a restatement.

As a result of these changes and other changes in response to comments on our S-1 Registration Statement, the following financial statement line items as of March 31, 2008 and December 31, 2007 have been adjusted:

|                                   |                        |              |                  |   |            |  
|---------------------------------- | ---------------------- | ------------ | ---------------- | - | ---------- | -
|2007                               | As previously
reported | As corrected | Effect of change
|Balance Sheet                      |                        |              |                  |   |            |  
|Additional paid-in capital         | 26,333,840             |              | 27,628,366       |   | 1,294,526  |  
|Accumulated deficit                | (22,412,932            | )            | (23,707,458      | ) | (1,294,526 | )
|                                  
|Statement of Shareholders Equity/ |                        |              |                  |   |            |  
|(Deficiency)                       |                        |              |                  |   |            |  
|Reverse split for common on        | -                      |              | (6,216,297       | ) | (6,216,297 | )
|Vacumate, LLC merger               |                        |              |                  |   |            |  
|Common shares issued to Vacumate,  | -                      |              | 6,216,297        |   | 6,216,297  |  
|LLC members                        |                        |              |                  |   |            |  

15

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Item 2. Managements Discussion and Analysis of Financial Conditionand 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. MedPro currently focuses on developing,
producing and distributing passive safety technology in four product segments: Clinical, Phlebotomy, Pharmaceutical, and Intravenous.

MedPro has generated revenues since 2005 from sales of 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. MedPro discontinued marketing the Needlyzer in 2004, and has subsequently been liquidating its inventory through sales from time to time to a distributor in Africa.

MedPro recently determined to cease offering Safe-Mate as part of its product portfolio, effective as of the end of the first quarter. Safe-Mate has not generated material revenue during the time MedPro marketed the
product, and the Company 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, the Company has decided to focus on what it now views as its core technology and technological distinction in the sharps risk reduction marketplace.

16

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MedPros 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. MedPro has invested approximately $12 million in its 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.

MedPros strategy for the next 24 months focuses on completing the steps necessary to commence distribution of four additional products in three related product sectors. MedPro plans to enter into strategic
partnership agreements with major medical products distribution partners, which whenever possible would be fixed minimum volume contracts. MedPro has entered into one such agreement for one model of its blood collection devices and is negotiating
the terms of distribution arrangements with respect to a second model. In addition, MedPro is discussing the terms of a similar distribution arrangement with potential partners for a proprietary safety syringe product with a unique
anti-blunting feature and a prefilled pharmaceutical safety syringe. MedPros product development plans also include a needleless intravenous line based on patents and designs it controls.

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 amortize our intangible assets using the units of production method over their estimated period
of benefit, ranging from one to ten years upon being placed in full production. 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.

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

17

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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 ended March 31, 2008 and 2007

MedPro recorded a loss of $(865,194) for the three months ended March 31, 2008, as compared to a loss of $(489,202) for the three months ended March 31, 2007. Losses from operations were $(796,682) for the
first quarter of 2008 and $(352,319) for the first quarter of 2007. The net losses for these periods included net other expense of $(68,512) for 2008 and $(136,883) 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 and other general and administrative
expenses. Professional and insurance costs increased $243,615 over the same period in 2007 primarily from patent work, FDA compliance, SEC compliance, and the addition of appropriate insurance coverage. General and administrative costs increased
$60,142 reflecting numerous across the board increases in support expenses as a result of increased activity and additional staff added in late 2007. 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 anticipate an expense of up to $50,000
during the second quarter to write down remaining inventory.

Sales for 2008 were $17,028 compared to $14,276 for the three months ended March 31, 2007, principally due to sales of the Safemate®device. The gross margins for the product sales during 2008
and 2007 were as follows:

|              | March 31, 2008 |        | March 31, 2007
|------------- | -------------- | ------ | --------------
|              |               
|              | $              | %      |               
|              |                |        |               
|Sales         | $              | 17,028 | 100.0%        
|Cost of sales |                | 3,350  | 19.7%         
|Gross margin  | $              | 13,678 | 80.3%         

Total operating expenses were $810,360 during the first quarter of 2008 compared to $363,804 for the same period in 2007. The $445,556 increase during 2008 reflected the renewed activity in product
development 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 $31,645 and $45 for 2008 and 2007, respectively, and miscellaneous income of $410 and $78,597 in 2008 and 2007, respectively. The March 31, 2008 operations statement 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 $215,523 in the first quarter or 2007 to $165,719 for the first 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 $878,872 and $500,687 for the periods ended March 31, 2008 and 2007, respectively.

Total assets were $11,640,077 as of March 31, 2008 and $16,261,328 as of December 31, 2007. The $4,621,251 decrease in total assets reflected the reduction of total liabilities of $3,756,057 during the
first quarter of 2008. MedPro paid off or compromise accounts payable, accrued interest and shareholder debt of $3,734,211 during the first quarter of 2008. The additions to fixed assets in the first quarter of 2008 included office leasehold
improvements for an additional 1,000 square feet of office and conference space of $54,867 and new equipment, computers and furniture totaling $50,611. Of the total, $29,977 related to furniture and computers and the balance of
$20,635 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

18

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December 2007. Out of these proceeds the Company paid $160,000 in accrued costs to raise the capital to SC Capital Partners, LLC, a company affiliated with one of our Directors. These costs were recorded in 2007.

Total liabilities decreased by $3,756,057 to $8,526,281 as of March 31, 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. These payments were anticipated in our use of proceeds disclosed in connection with that transaction. In 2007 we 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 in term debt and $1,500,000 ($1,492,500 outstanding at December 31, 2007) in a working capital line. These amounts are still outstanding at March 31, 2008. Other
bank debt has been paid down by $21,846 in the first quarter of 2008 and has a remaining balance of $412,935.

The accumulated deficit increased to $(24,572,652) as of March 31, 2008 compared to $(23,707,458) as of as of December 31, 2007, due to the net effect of 2008 first quarter operating loss of $(865,194).

In addition, as a result of further analysis and with the concurrence of our outside auditors, we increased the retained deficit by $3,975,120 and increased additional paid in capital by the same amount effective
December 28, 2007. This represents the impact of the value of the embedded conversion feature associated with the preferred shares calculated on the basis of the relative value of the preferred stock and the detachable warrants. The resulting
implied cost for the 6,668,229 shares of the preferred stock was $1.21 per share versus the $1.81 expected value at December 28, 2007. The actual difference of $0.596128297 ($0.60 rounded) for 6,668,229 shares resulted in an
intrinsic value of $3,975,120 for the embedded conversion feature. This amount would normally be amortized over the period between the issue date and the conversion date, but since conversion was available as of the date of issuance, the entire
amount was charged to retained earnings as a deemed dividend and an increase to additional paid in capital.

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, MedPro used approximately $3,000,000 of the net proceeds to repay a $1,000,000 bridge loan from Vision, repay the current portion of
shareholder loans, and pay financing fees to our bank. The net proceeds from the private placement will provide working capital and the principal source of funding for MedPros operations through December 31, 2008. We had $3,626,000 in cash
at March 31, 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 the late third or early fourth quarter 2008,
the exercise of stock purchase warrants that expire in 2008 for cash totaling approximately $13.0 million, and the commitment for funding made by our Chairman.

We have entered into an agreement with a worldwide medical products company for distribution of our tube-activated blood collection system. The agreement continues for five years from the date we make an initial
commercial shipment of the product, during which time the distributor has agreed to purchase a minimum annual quantities of the product totaling 110 million units over five years. To make the initial commercial shipment we must complete product
tests for receipt of final FDA 510(k) clearance and finalize our production arrangements. Assuming we make the initial commercial shipment by the fourth quarter of 2008, as we currently anticipate, we estimate making shipments that would generate
revenues of $210,000 under the agreement through the end of 2008. Our agreement requires our distributor to purchase a minimum of $1.4 million of the product during the first full year of commercial shipments. Events that delay the shipment
of product by October 1, 2008, would delay our receipt of revenues and adversely affect our results of operations.

Our current credit agreement includes a $ 5 million term loan and a $1.5 million revolving line of credit. As of March 31, 2008 and December 31, 2007, the amount payable for the revolving line of credit was

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$1,492,500 and amount payable for the term note was $5,000,000. Our indebtedness under the credit agreement bears interest at the prime rate plus 2%. The revolver matures on August 1, 2008, and payments of interest are due monthly. The term
loan matures on May 1, 2011. We also pay interest monthly on the term loan, and monthly principal payments of approximately $139,000 will begin in June 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. In addition, on December 31, 2007, we paid $3,000,000 to acquire an option for an 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 non-exclusive distribution rights or refund the option amount. See BusinessProduct Development.

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.

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 have no assurance that the stockholder
would do so and any such exercise may depend on the then-prevailing trading price for MedPro common stock.

Medical supply companies who distribute our products are another potential source of funding for us. We have discussed this possibility with potential distribution partners for our products, but have no commitments for
any such financing.

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. MedPro 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 $29,000 over the next twelve months. MedPro has also purchased product inspection equipment for approximately $100,000 in connection with the expected launch of its 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 MedPros reporting and other obligations under the Securities
Exchange Act and its commitment during the six months following the merger to register shares beneficially

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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 its stock purchase agreement with our Series A Stockholders, MedPro has committed to
spend $240,000 for investor relations and corporate marketing activities during the twelve months following the merger.

While we expect MedPro to realize significant revenue from the launch of the first of two models of the blood collection product, the amount of revenue realized in 2008 will depend upon our ability to procure regulatory
approval and other factors that could delay the launch. MedPro will also continue to develop products from its portfolio. As a result, we do not expect MedPro 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 MedPros products, and supported by Federal Needlestick Safety and Prevention Act, which requires the use of products similar to those MedPro is 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. At current production cost estimates,
we expect MedPro to have operating margins of approximately 40%, although margins could be adversely affected by continued increases in the cost of necessary raw materials used. We will monitor MedPros 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 MedPros 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 March 31, 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 6. Exhibits

(a) Exhibits

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

|Exhibit Number |  | Description of Exhibit                                                                                                                                
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                       
|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,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2           |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

|               | MEDPRO SAFETY PRODUCTS, INC.                   
|-------------- | -----------------------------------------------
|               | (Registrant)                                   
|              
|April 16, 2009 | By: /s/ W. Craig Turner                        
|               | W. Craig Turner                                
|               | Chief Executive Officer, Chairman              
|               | of the Board of Directors                      
|               | (Principal Executive Officer)                  
|              
|April 16, 2009 | By:/s/ Marc T. Ray                             
|               | Marc T. Ray                                    
|               | Vice President Finance, Chief Financial Officer
|               | (Principal Financial and Accounting            
|               | Officer)                                       

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