The following discussion and analysis of the results of operations and financial condition of MedPro Safety Products, Inc. for the fiscal year ended December 31, 2007 and 2006 should be read in conjunction with our audited financial statements and the notes to those financial statements that are included elsewhere in this prospectus. References in this Management's Discussion and Analysis or Plan of Operations to "us," "we," "our," and similar terms refers to MedPro Safety Products, Inc. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as "anticipate," "estimate," "plan," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions are used to identify forward-looking statements.

Overview

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

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

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

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

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

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

We valued the warrants according to the Black-Scholes method, based on the assumptions described in Note 11 of the Notes to Financial Statements as of December 31, 2007. We also increased the retained deficit by $3,975,120 and increased additional paid in capital by the same amount effective on December 28, 2007 to reflect the intrinsic value of the right to convert the Series A Stock into common stock. The $3,975,120 amount 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.

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

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

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

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 currently amortize our intangible assets using the straight line method based on the remaining life of our patents because none of our products that incorporate our proprietary technology are currently in production for distribution. We expect to use the units of production method to amortize intellectual properties over their estimated period of benefit, ranging from one to ten years, when our products are placed in full production and we can better evaluate market demand for our technology. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists. Once our intellectual property has been placed into productive service, we expect to utilize a net present value of future cash flows analysis to calculate carrying value after an impairment determination.

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

Results of Operations

MedPro recorded a loss of $(3,252,599) for the year ended December 31, 2007, following a loss of $(2,315,807) for the year ended December 31, 2006. Losses from operations were $(2,106,159) for 2007 and $(1,342,941) for 2006. The net losses for the years included net other expense of $(1,146,440) for 2007 and $(972,866) for 2006.

The most substantial difference between 2006 and 2007 in income from continuing operations was an increase in legal costs and other general and administrative expenses. Legal and insurance costs increased $315,566 primarily from patent work, FDA compliance and the addition of appropriate insurance coverage. General and administrative costs increased $530,573 reflecting a write-off of an intellectual property item of $300,000 and numerous across the board increases in support expenses as a result of increased activity and additional staff we added in late 2007.

Sales for 2007 were $98,049 compared to $81,368 for 2006, principally due to sales of the Safemate device. The gross margins for the product sales during 2007 and 2006 were as follows:

                                    2007                    2006
                           -----------------------------------------------
                                 $           %           $           %
                           ------------- --------- ------------- ---------
             Sales         $ 98,049      100.0 %   $ 81,368      100.0 %
             Cost of sales   45,084       46.0 %     38,016       46.7 %
             Gross margin    52,965       54.0 %     43,352       53.3 %

Management wrote down the Needlyzer device to net realizable value in 2004. The margin on this device was relatively small after the write down. Sourcing the Safemate device offshore in 2006 reduced costs and improved the margin. Due to relatively low sales levels, the effect of minor inventory adjustments in 2007 and higher sales prices for the Needlyzer in 2007 increased the gross margin in 2007 and 2006.

Total assets were $16,261,328 as of December 31, 2007 and $4,640,512 as of December 31, 2006. The $11,620,816 increase in total assets reflected MedPro's receipt of net offering proceeds of $11,592,660 from the sale of convertible preferred stock and stock purchase warrants on December 28, 2007. The major additions to assets in 2006 included the Key-Lok intellectual property acquisition (approximately $489,000) and related manufacturing equipment (approximately $500,000).

Total liabilities increased by $2,220,774 to $12,282,338 as of December 31, 2007 from $10,061,564 as of December 31, 2006. The increase in debt was necessary to fund the operating deficit before the December 28, 2007 sale of preferred stock and warrants. 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.

The accumulated deficit increased to $(23,707,458) as of December 31, 2007 compared to $(16,479,739) as of as of December 31, 2006, due to the net effect of 2007 operating loss of $(3,252,599) and the $3,975,120 deemed dividend reflecting the embedded conversion feature of the preferred stock issued on December 28, 2007. The deemed dividend is described in Note 1 to the notes to the financial statements.

MedPro incurred losses of $(2,315,807) for 2006 and $(3,286,549) for 2005. Losses from operations were $(1,342,941) and $(336,221), respectively. The net losses for the periods included net other expense of $(972,866) for 2006 and $(2,950,328) for 2005.

Sales of the Safemate® dental needle were $60,803 for 2006 and $48,054 for 2005. Sales of the Needlyzer® for the same periods were $20,565 and $10,741, respectively. The Needlyzer® device has not proven to be commercially viable in the United States but we have seen some limited interest in third world countries for use in limiting transmission of blood borne pathogens through needle sharing or reuse. Sales of the Safemate® device were adversely affectively by limited marketing, as management focused on development of the Vacu-Mate blood collection device, and the effects of the interruption of supplies due to difficulty with a former supplier.

The gross margins for the product sales in 2006 and 2005 were as follows:

            2006              2005
      ----------------- -----------------
          $        %        $        %
Sales  $ 81,368 100.0 % $ 58,795  100.0 %

Cost of sales 38,016 46.7 % 41,609 70.8 % Gross margin 43,352 53.3 % 17,186 29.2 %

Management wrote down the Needlyzer® device to net realizable value in 2004. The margin on this device was expected to be relatively small after the write down. Sourcing the Safemate® device offshore in 2006 reduced costs and improved the margin on this device.

Total operating expenses increased by $1,032,886 in 2006 to $1,386,293, reflecting renewed activity in product development for the Vacu-Mate device, additional employees, and renewed travel activity in connection with the new product and the reintroduction of the dental needle. These expenses totaled $353,407 in 2005. The largest component of increased costs in 2006 related to the cost to acquire and develop the Vacu-Mate patent. Interest expense was $985,202 and $2,972,174 for the two years. MedPro borrowed money at risk adjusted rates that exceeded rates available to more commercially successful companies.

Total assets grew from $3,402,380 in 2005 to $4,640,512 in 2006. The most significant changes were in fixed assets and intellectual property additions. The major additions to assets relate to the Key-Lok™ intellectual property (approximately $489,000) and manufacturing equipment (approximately $500,000).

Total liabilities declined from $11,504,406 to $10,061,564 (a change of $(1,442,842)) as a result of the discharge of debt by the principal shareholder, the conversion of debt to common stock by a shareholder and the payment of debt. The money to liquidate these debts and to fund the operating losses also came from net new capital of $4,996,781, including the previously listed conversion, discharge of debt, and new capital infusion.

The accumulated deficit went from $(14,163,932) in 2005 to $(16,479,739) in 2006 due to the operating loss in 2006 of $(2,315,807).

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 March 3, 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 remaining $8,500,000 will be working capital and the principal source of funding for MedPro's operations through December 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 July 2008, 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 July 1, 2008, as we currently anticipate, we estimate making shipments that would generate revenues of $420,000 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.

CRM Development Company, a real estate firm owned by MedPro's Chairman, W. Craig Turner, has funded MedPro's recent operations through loans. Mr. Turner has also personally guaranteed up to $7.0 million of MedPro's bank debt. We anticipate that Mr. Turner will be released from the guarantee as a result of our sale of Series A Stock and stock purchase warrants on December 28, 2007. See "Certain Relationships and Related Party Transactions."

We estimate that to fund the development of our planned product launches, satisfy current capital support requirements, and pursue 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, in the first quarter, we paid $3,000,000 to acquire an option for an exclusive US distribution rights for products that complement or expand our product portfolio. If we do not reach agreement on the terms of the exclusive rights, the manufacturer must grant us exclusive distribution rights or refund the option amount. 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. 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. The Series A Stockholders hold stock purchase warrants that expire at the end of 2008, and we have discussed with them exercising the warrants for cash, which would raise approximately $13,000,000 if exercised in full. We have no assurance that the Series A Stockholders would do so and any such exercise may depend on the then-prevailing trading price for MedPro common stock. 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.

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 officer 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 recently engaged a full service information technology support firm to ensure appropriate support of our systems, telephone, and backup of corporate records for a total of approximately $24,000 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 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 Vision and certain other accredited investors, 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

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.

MedPro's growth will depend upon our ability to enter into sales and distribution agreements for its technologies currently under development as they become available for distribution.