The following discussion and analysis of the results of operations and financial condition of MedPro Safety Products, Inc. for the nine-month periods ended September 30, 2008 and 2007, and for the fiscal years ended December 31, 2007 and 2006 should be read in conjunction with our audited financial statements, our unaudited interim 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 device safety products incorporating proprietary needlestick prevention technologies that deploy with minimal or no user activation. Our present strategy focuses on developing and commercializing five products in four related product segments: clinical, phlebotomy, pharmaceutical, and intravenous.

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

On December 28, 2007, we completed a reverse takeover merger with Dentalserv.com (DSRV), 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 under the terms of our preferred stock purchase agreement with four institutional investors to their purchase of our Series A Stock and stock purchase warrants for $13 million. 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 593,931 shares of common stock and warrants to purchase 533,458 shares of common stock and also paid $1,040,000 in cash as an advisory fee.

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

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

We ceased marketing Safe-Mate effective as of the end of the first quarter of 2008. 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. Our operations are currently funded from the proceeds from sales of securities, revenue from operations and borrowing from commercial lenders and related parties.

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.

Results of Operations for the Three Months and Nine Months Ended September 30, 2008 and 2007

MedPro recorded a loss of $(3,575,571) for the nine months ended September 30, 2008, as compared to a loss of $(1,991,524) for the nine months ended September 30, 2007. Losses from operations were $(1,626,475) for the third quarter of 2008 and $(574,065) for the third quarter of 2007. The net losses for these periods included net other expense of $(128,508) for 2008 and $(339,602) for 2007. Net other expense included interest expense of $135,977 and $228,660 for the third quarters ended in 2008 and 2007. Consulting income of $4,800 and interest income of $2,669 made up the balance of the net other expense in the third quarter 2008.

During June and July 2008, the Company began the process of finding a backup contract manufacturer in the United States due to a number of significant problems with our Chinese manufacturer. We terminated our relationship in China and moved to the domestic contract manufacturer. We also terminated our manufacturing, design and engineering contract with an Australian company and negotiated the return of our $3,000,000 conditional license fee (net of $700,000 to reimburse the Australian company for costs incurred over the last two years). As a result, the Company wrote off assets abandoned in China in the third quarter 2008 totaling $(402,494). These costs included the initial payments for a design plan for automation of the manufacturing process for the Vacumate products and molds, jig and fixtures for parts manufacturing and manual assembly in China. The parts, equipment and raw material that will be economically feasible to return to the United States will be shipped in the fourth quarter back to the Company and will be incorporated as appropriate into ongoing production development. In early September, we agreed to purchase $38,000 worth of supplies and raw material from China and are shipping back $100,000 to $125,000 of equipment, jigs and fixtures which we already own.

The most substantial differences in the losses from operations between 2008 and 2007 were increases in professional and insurance costs, payroll costs, travel expenses, inventory write-offs, and losses on abandonment of fixed assets and depreciation and amortization. Professional and insurance costs increased $904,704 over the same period in 2007 primarily from patent work, FDA compliance, SEC compliance, and the addition of appropriate insurance coverage. This change included the $700,000 settlement cost with Unilife on the cancellation of the manufacturing contract and the license agreement.

Payroll costs increased due to the addition of six new full time employees in 2008 versus 2007. Three were added in 2007 after September and three were added in 2008. Payroll was $1,357,052 higher in 2008 than in 2007. Most of this increase came from the $870,750 adjustment for the earned portion of the employee and director stock options granted in August 2008. The balance came from the six new employees and salary adjustments for the four employees who were on the 2007 payroll for the first two quarters last year at lower compensation rates.

Travel expenses are up reflecting increased board of directors' travel costs, heightened activity with customers and suppliers, and associated developmental engineering expenses. Travel costs were $192,872 higher in the nine months of 2008 versus 2007. Airfare increased $119,967, representing both more

In connection with the discontinuance of our Safe-Mate product and further adjustments to our Needlyzer inventory, the Company recorded inventory adjustments of $161,477 through September 2008.

Sales for 2008 were $19,035 compared to $58,784 for the nine months ended September 30, 2008. The decline in sales was principally due to the discontinuance of sales of the Safe-Mate device and no 2008 sales of the Needlyzer device. The gross margins for the product sales during 2008 and 2007 were as follows:

                               For the Nine Months Ended September 30,
                           ------------------------------------------------
                                     2008                      2007
                           ------------------------------------------------
                               $             %             $           %
                           ----------    ----------    ----------   -------
             Sales            $19,035      100.0 %        $58,784   100.0 %
             Cost of sales      6,959       36.6           10,182    17.6
                           ----------    -------       ----------   -----
             Gross margin     $12,076       63.4 %        $48,602    82.4 %
                           ----------    -------       ----------   -----

Other revenue recorded in the third quarter of 2008 included fee income associated with the development agreements with a customer on the Vacumate devices and the winged infusion set. The Company recorded $1,000,000 on the Wing project and $333,333 on the Vacumate project. The Wing fee was earned upon delivery of a design plan and the Vacumate project fee was earned upon delivery of an automation plan. Both of these events occurred in September 2008.

Total operating expenses were $2,794,880 during the second quarter of 2008 compared to $587,766 for the same period in 2007. The $2,207,114 increase during 2008 reflected the activity in product development and sales prospecting activity for the Vacuette blood collection device, higher salary expense, more significant travel costs, losses on abandonment of equipment and higher professional fees in connection with the new products, SEC compliance costs and losses in connection with the termination of the Unilife agreements. Other income and expenses in both periods included interest income of $2,669 and $836 for 2008 and 2007, respectively. Other income/(expenses) were $4,800 and $(10,628) in 2008 and 2007, respectively.

The September 30, 2008 statement of operations for the nine months also included $65,152 of income from the settlement of an old, long outstanding vendor liability for less than the amount reflected on our prior year balance sheet. Interest expense declined from $228,660 in the third quarter of 2007 to $135,976 for the third quarter of 2008. This was primarily due to the pay-off of shareholder notes after December 28, 2007 and pay off on bank debt during the third quarter of 2008. The interest expense for the nine month periods ended were $443,710 in 2008 and $674,652 for 2007.

Combined operating and other net expenses and losses totaled $2,923,388 and $826,219 for the three month periods ended September 30, 2008 and 2007, respectively. The corresponding expense totals for the nine month periods ended 2008 and 2007 were $4,759,503 and $2,038,218, respectively.

Liquidity and Capital Resources

Total assets were $21,236,207 as of September 30, 2008 and $16,261,328 as of December 31, 2007. The $4,974,879 increase in total assets reflected the addition of $6,095,999 of new intellectual property purchases, the cancellation of the Unilife license agreement which netted $2,300,000, but reduced other assets by $3,000,000, and a substantial increase in accounts receivable from the $2,700,000 due from a customer. Some of the Company's cash was used to fund operating losses in 2008 of $3,575,571. These changes roughly approximate the change in assets.

Total liabilities of $13,462,038 as of September 30, 2008 were $1,179,700 greater than the $12,282,338 as of December 31, 2007. MedPro paid off or settled various accounts payable, accrued interest and shareholder debt during the first nine months of 2008. However, the accrual of the purchase price of the new intellectual properties totaled $4,981,556. The net reduction of other liabilities totaled $3,801,856.

The additions to fixed assets in the first nine months of 2008 totaled $299,860 and included equipment, computers, phones, office furniture and leasehold improvements. Net write-downs from the abandonment of fixed assets were $402,494.

The $11,593,000 in net proceeds from our private placement of the Series A Stock and warrants in December 2007 and the proceeds from stock purchase warrant exercises for cash during 2008 will provide working capital and the principal source of funding for our operations through December 31, 2008. We had $7,460,858 in cash at September 30, 2008. Other sources of funds include revenues from the sale of our medical safety products, including anticipated revenues from the sale of blood collection products we expect to launch in the first quarter of 2009, proceeds from the exercise of the unexercised stock purchase warrants that expire at the end of 2008, payments under our new agreements with a worldwide medical products company to finance the construction of our production lines, and the commitment for funding made by our Chairman.

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

The new agreements provide capital for equipment, engineering, and tooling necessary to produce the three products. The distributor agreed to pay us an amount not to exceed $5.1 million for the production of the two models of the blood collection system, payable in installments, beginning October 1, 2008, with the final payment due March 31, 2009. The distributor also agreed to pay us an amount not to exceed $5 million for the production of the winged butterfly product. We received initial payments totaling $2.7 million on October 1, 2008 upon delivery and acceptance of the initial design plan by the distributor. The balance is payable in three equal installments upon the achievement of certain milestones leading to validation of the final production line.

In addition to our commitment from our distribution partner for capital to complete development and launch three blood collection products, our Series A Stockholders have the right to fund our future financing needs, but we can seek alternative financing if they do not exercise their rights. Series A Stockholders exercised warrants to purchase Series B Stock for $6.5 million in cash in September 2008. They also exercised the remaining warrants of that series in October 2008 for an additional $6.5 million in cash.

On September 30, 2008, we exercised an option to purchase patents and related rights to anti-blunting syringe technology from a related party. The purchase price is $3,345,000 payable in cash and the contingent issuance of 690,608 shares of our common stock. We are negotiating the timing of closing and the contingent payment of the share-based portion of the purchase price with the seller. The Company paid $1,113,444 of the cash portion of the purchase price before the end of September 2008 and the balance of $2,231,556 was paid in October.

Our current credit agreement includes a $5,000,000 term loan and a $1,500,000 revolving line of credit. As of September 30, 2008, the amount payable for the revolving line of credit was $1,498,475 and the amount payable for the term note was $4,444,444. Our indebtedness under the credit agreement bears interest at the prime rate plus 2%. The revolver matures on February 1, 2009, and payments of interest are due monthly. The term loan matures on August 1, 2011. We also pay interest monthly on the term loan, and monthly principal payments of approximately $139,000 began in June 2008.

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

º maintain a ratio, as of December 31, 2007 and any date thereafter, of (a) net income plus interest, income taxes, depreciation, and amortization expense to (b) the sum of annual interest expense and current maturities of long term debt, of greater than or equal to 1.50 to 1.00;

º maintain a tangible net worth, meaning net worth less intangible assets, of not less than (i) $4,500,000 as of December 31, 2007, (ii) $5,000,000 as of December 31, 2008, (iii) $5,500,000 as of December 31, 2009, and (iv) $6,000,000 as of December 31, 2010, and at all times thereafter; and

º maintain a ratio, as of December 31, 2007 and any date thereafter, of (a) total outstanding liabilities minus debt to persons other than the lender that has been subordinated to the lender to (b) net worth less intangible assets plus debt to persons other than the lender which has not been subordinated to the lender, of less than or equal to (i) 2.00 to 1.00 for 2008, (ii) 1.75 to 1.00 for 2009, (iii) 1.50 to 1.00 for 2010, and (iv) 1.25 to 1.00 on December 31, 2010 and all times thereafter.

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

We estimate that funding our continued development and launches of our planned products, meeting current capital support requirements, and pursuing other areas of corporate interest as may be determined by the Board of Directors for the next twelve months will not require any additional funding in addition to our cash on hand, the payments due us under our distribution agreements and the proceeds from the sale of our Series B Stock. Whether we commit resources to optional projects will depend upon our cash position from time to time. Our primary cash requirements will be to fund (a) launching our blood collection products for distribution, (b) continuing development of our safety syringe products and other medical device safety products based on the technology for which we hold rights, and (c) increasing our administrative capability as needed to support expanded day-to-day operations.

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

During the next year, we expect to add additional administrative support personnel and infrastructure as necessary to support the planned expansion of our operations. We will need to add personnel and substantially increase the related administrative expenses to continue product development, increase sales and marketing activities, support our ISO 13485 Quality Certification and comply with periodic reporting and internal control requirements. We have purchased computer systems and related equipment for approximately $106,000 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 $30,000 over the next twelve months. We have 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 $200,000 through the end of 2008 for legal, accounting and other compliance-related expenses arising from our reporting and other obligations under the Securities Exchange Act and our commitment during the six months following the merger to register shares . . .