- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

	FOR THE QUARTER ENDED SEPTEMBER 30, 2008

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT

COMMISSION FILE NUMBER: 333-132028

ENSURAPET, INC.

(Small Business Issuer in its Charter)

NEVADA	13-4303483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. Box 7496 CANTON, OH	44705
(Address of principal executive offices)	(Zip Code)

Issuer’s Telephone Number: (877) 440-7387

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

COMMON STOCK, PAR VALUE $.001

(Title of each class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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


	Large accelerated filer ¨		Accelerated filer ¨
	Non-accelerated filer ¨		Smaller reporting company x
	(Do not check if a smaller reporting company)

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

Number of shares of the issuer’s common stock, par value $.001, outstanding as of September 30, 2008: 40,000,000 shares.

ENSURAPET, INC. AND SUBSIDIARIES

TABLE OF CONTENTS TO FORM 10-Q

			Page Numbers
Forward-Looking Statements			2

PART I - FINANCIAL INFORMATION
Item 1.		Condensed Consolidated Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	5
		Condensed Consolidated Statement of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	8
Item 2.		Management Discussion & Analysis of Financial Condition and Results of Operations	13
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.		Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	19
Item 1A .		Risk Factors	19
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.		Defaults Upon Senior Securities	24
Item 4.		Submission of Matters to a Vote of Security Holders	24
Item 5.		Other information	24
Item 6.		Exhibits	24




Signatures			25
Index to Exhibits			26

CERTIFICATIONS
	Exhibit 31 – Management certification

	Exhibit 32 – Sarbanes-Oxley Act

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. All statements, other than statements of historical fact, are or may be forward-looking statements. For example, statements concerning projections, predictions, expectations, estimates or forecasts and statements that describe our objectives, future performance, plans or goals are, or may be, forward-looking statements. These forward-looking statements reflect management’s current expectations concerning future results and events and can generally be identified by the use of expressions such as “may,” “will,” “should,” “could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,” “estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases, as well as statements in the future tense.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. The following important risks and uncertainties could affect our future results, causing those results to differ materially from those expressed in our forward-looking statements:

•

the failure to achieve sufficient levels of usage of our public portals;

•

the inability to successfully deploy new or updated applications or services;

•

the inability to successfully sell our pet health insurance products;

•

the anticipated benefits from acquisitions not being fully realized or not being realized within the expected time frames;

•

the inability to attract and retain qualified personnel and other filings with the Securities and Exchange Commission;

•

general economic, business or regulatory conditions affecting the pet healthcare, information technology and Internet industries being less favorable than expected; and

•

the Risk Factors described in Item 1A of this Quarterly Report.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors, including unknown or unpredictable ones could also have material adverse effects on our future results.

The forward-looking statements included in this Annual Report on Form 10-Q are made only as of the date of this Quarterly Report. We expressly disclaim any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

EnsurApet, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheet (Unaudited)

September 30, 2008 and December 31, 2007

ASSETS	September 30, 2008		December 31, 2007
Current Assets
Cash and cash equivalents	$	1,187	$	15,757
Commissions receivable		4,994		751
Prepaid expenses		-		-
Total Current Assets		6,181		16,508

Fixed Assets
Property and equipment - net		24,259		43,957

Other Assets
Software		30,567		122,214
Trademarks		25,576		25,576
Vet MD data base		105,000		105,000
Goodwill		-		-
Insurance Agency Licenses		-		-
		161,143		252,790

Total Assets	$	191,583	$	313,255

See accompanying notes to financial statements

EnsurApet, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheet (Unaudited)

September 30, 2008 and December 31, 2007

LIABILITIES AND STOCKHOLDERS' EQUITY	September 30, 2008			December 31, 2007
Current Liabilities
Accounts payable	$	153,857		$	132,765
Accounts payable - in dispute		1,201,880			1,201,880
Line of Credit		39,981			48,001
Note payable		-			-
Accrued interest		-			-
Accrued wages		38,500			24,573
Shareholder advances		349,203			334,737
Loan extension fee payable		-			-
Current portion of long-term debt		1,263,875			1,263,875
Total Current Liabilities		3,064,369			3,005,831

Long-term Debt
Note payable		1,000,000			1,000,000

Stockholders' Equity
Stock subscriptions receivable		(4,740,996	)		-
Preferred stock		100			12,810
Common stock		40,000			3,112
Additional paid in capital		13,115,422			8,223,220
Deficit accumulated during the development stage		(12,270,239	)		(11,931,718	)
Total Stockholders' Equity		(3,855,713	)		(3,692,576	)

Total Liabilities and Stockholders' Equity	$	191,583		$	313,255

See accompanying notes to financial statements

EnsurApet, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Income (Unaudited)

For the Quarter Ending September 30, 2008 and the Year ending December 31, 2007

and From July 20, 2005 (Inception) through June 30, 2008

		2008			2007			Since Inception

Revenues		$	17,073		$	47,848		$	108,181

Marketing expenses			1,000			160,862			464,286
General and administrative expenses			54,473			6,116,355			11,369,527

Income (loss) before taxes			(38,400	)		(6,229,369	)		(11,725,632	)

Other Income/Expense
Abandonment loss			-			561,680			561,680

Provision for taxes			-			-			-

NET INCOME (LOSS)		$	(38,400	)	$	(6,791,049	)	$	(12,287,312	)

Earnings Per Share
	Basic	$	(0.001	)	$	(3,747.82	)

	Average Shares Outstanding		30,000,000			1,812

See accompanying notes to financial statements

EnsurApet, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Cash Flow (Unaudited)

For the Quarter Ending September 30, 2008 and the Year ending December 31, 2007

and From July 20, 2005 (Inception) through September 30, 2008

	2008			2007			Since Inception
Cash Flows From/For Operating Activities
Net Income (Loss)	$	(38,400	)	$	(6,791,049	)	$	(12,107,445	)
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities
Depreciation		6,566			95,329			113,719
Amortization		30,554			338,220			590,962
Stock issued for services		-			1,740,500			2,096,338
Interest accrual		-			2,506,518			2,506,518
Abandonment loss		-			561,680			561,680
Increase in Commissions receivable		-			274			(751	)
Increase in Prepaid Expenses		-			496,666			-
(Decrease) Increase in Accounts payable		-			755,989			1,369,023
Increase in Accrued interest		-			(58,333	)		23,014
Increase in Accrued wages		-			24,573			24,573
Increase in Loan extension fee payable		-			(500,000	)		-
Net Cash Used in Operation Activities		(1,280	)		(829,633	)		(4,822,369	)
Cash Flows For Investing Activities
Purchase of Fixed assets		-			(10,000	)		(150,610	)
Software costs		-			-			(660,122	)
Trademarks		-			-			(22,390	)
Investment Animal ID		-			-			(250,000	)
Vet MD data base		-			-			(105,000	)
Net Cash Used in Investing Activities		-			(10,000	)		(1,188,122	)
Cash Flows From Financing Activities
Proceeds from Line of credit		-			(1,172	)		45,233
Proceeds from Shareholder advances		1,188			(334,737	)		(344,971	)
Payments on Long term debt		-			(11,225	)		(11,225	)
Proceeds from Notes Payable		-			50,000			4,281,986
Proceeds from Stock subscriptions		-			430,477			551,515
Sale of Capital Stock		-			615,000			1,511,518
Net Cash From Financing Activities		1,188			748,343			6,034,056
Net Increase (Decrease) in Cash and Cash Equivalents		(92	)		(91,290	)		23,565
Cash and Cash Equivalents - Beginning		1,279			107,047			-
Cash and Cash Equivalents - Ending	$	1,187		$	15,757			23,565
See accompanying notes to financial statements

EnsurApet, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Unaudited)																			Deficit
For the Period From July 20, 2005 (Inception) through September 30, 2008																			Accumulated
													Additional			Stock			During the			Total
	Preferred			Stock			Common			Stock			Paid in			Subscriptions			Development			Stockholders'
	Shares			Amount			Shares			Amount			Capital			Receivable			Stage			Equity
Balance July 20, 2005		-		$	-			-		$	-		$	-		$	-		$	-		$	-
Sale of shares		437,650			438			100,000			100			122,005			-			-			122,543
Stock issued for equipment		62,500			62			-						438			-			-			500
Shares issued for services		3,000,000			3,000			-			-			83,937			-			-			86,937
Shares issued for software		750,000			750			-						21,750			-			-			22,500
Shares issued for Debt		1,200,000			1,200			-			-			(1,200	)		-			-			-
Net loss		-			-			-			-			-			-			(1,078,449	)		(1,078,449	)
Balance December 31, 2005		5,450,150			5,450			100,000			100			226,930			-			(1,078,449	)		(845,969	)
Shares converted to common		(320,000	)		(320	)		1,500,000			1,500			(1,180	)		-			-			-
Shares issued for Debt		600,000			600			-			-			(600	)		-			-			-
Shares issued for services		1,005,000			1,005			25,000			25			263,870			-			-			264,900
Shares issued for Debt conversion		50,000			50			1,723,230			1,723			722,627			-			-			724,400
Shares issued for Investment in Animal ID		205,500			206			249,000			249			164,545			-			-			165,000
Shares sold		-			-			95,150			95			49,480			-			-			49,575
Net Loss		-			-			-			-			-			-			(4,062,219	)		(4,062,219	)
Balance December 31, 2006		6,990,650			6,991			3,692,380			3,692			1,425,672			-			(5,140,668	)		(3,704,313	)
Shares for services		-			-			1,000,000			1,000			749,000			-			-			750,000
Sale of shares		-			-			15,800,000			15,800			15,599,200			(15,000,000	)		-			615,000
Net loss		-			-			-			-			-			-			(1,357,038	)		(1,357,038	)
Balance March 31, 2007		6,990,650			6,991			20,492,380			20,492			17,773,872			(15,000,000	)		(6,497,706	)		(3,696,351	)
Preferred shares converted		(1,800,000	)		(1,800	)		9,000,000			9,000			(7,200	)		-			-			-
Funds received from stock
subscriptions		-			-			-			-			-			128,300			-			128,300
Shares issued for services		7,017,000			7,017			900,000			900			866,583			-			-			874,500
Shares issued for debt		-			-			16,810			17			16,793			-			-			16,810
Sale of shares		-			-			100,000,000			100,000			100,400,000			(100,500,000	)		-			-
Net loss		-			-			-			-			-			-			(2,886,948	)		(2,886,948	)
Balance June 30, 2007		12,207,650			12,208			130,409,190			130,409			119,050,048			(115,371,700	)		(9,384,654	)		(5,563,689	)
Conversion of Preferred shares and
reverse stock split		(12,107,650	)		(12,108	)		(65,208,932	)		(65,209	)		77,317			-			-			-
Funds received from stock																							-
subscriptions		-			-			-			-			-			132,177			-			132,177
Net loss		-			-			-			-			-			-			(888,935	)		(888,935	)
Balance September 30, 2007		100,000			100			65,200,258			65,200			119,127,365			(115,239,523	)		(10,273,589	)		(6,320,447	)
Redemption of Common to Preferred E		12,450,000			12,450			(12,450,000	)		(12,450	)		-			-			-			-
Funds received from stock																							-
subscriptions		-			-			-			-			-			170,000			-			170,000
Cancellation of subscriptions receivable		-			-			-			-			(115,069,523	)		115,069,523			-			-
Stock for services		260,000			260			60,000,000			60,000			55,740			-			-			116,000
To record 1000 to 1 reverse split		-			-			(112,637,508	)		(112,638	)		112,638			-			-			-
Shares issued for debt		-			-			3,000,000			3,000			3,997,000			-			-			4,000,000
Net Loss		-			-			-			-			-			-			(1,658,129	)		(1,658,129	)
Balance December 31, 2007		12,810,000			12,810			3,112,750			3,112			8,223,220			-			(11,931,718	)		(3,692,576	)
Conversion of Preferred E to Common		(12,450,000	)		(12,450	)		12,450,000			12,450			-			-			-			-
Conversion of Preferred F to Common		(200,000	)		(200	)		10,000,000			10,000			(9,800	)		-			-			-
Stock for services		-			-			2,000,000			2,000			2,000			-			-			4,000
Retirement of Preferred F		(60,000	)		(60	)		-			-			60			-			-			-
Sale of shares		-			-			2,200,000			2,200			4,897,800			(4,778,962	)		-			121,038
Net loss		-			-			-			-			-			-			(175,728	)		(175,728	)
Balance March 31, 2008		100,000		$	100			29,762,750		$	29,762		$	13,113,280		$	(4,778,962	)	$	(12,107,446	)	$	(3,743,266	)
Stock for services								10,237,250			10,238		$	2,142								$	12,380
Funds received from stock
subscriptions																$	37,966					$	37,966
Net loss		-		$	-			-		$	-		$	-		$	-		$	(124,393	)	$	(124,393	)
Balance June 30, 2008		100,000		$	100			40,000,000		$	40,000		$	13,115,422		$	(4,740,996	)	$	(12,231,839	)	$	(3,817,313	)
Net loss		-		$	-			-		$	-		$	-		$	-		$	(38,400	)	$	(38,400	)
Balance September 30, 2008		100,000		$	100			40,000,000		$	40,000		$	13,115,422		$	(4,740,996	)	$	(12,270,239	)	$	(3,855,713	)

See accompanying notes to financial statements

EnsurApet, Inc. and Subsidiary

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

Ensurapet, Inc., f/k/a Vsurance, Inc. and wholly owned Subsidiary, Vsurance Insurance Agency, Inc. (the Company) are development stage companies as defined under Statements of Financial Accounting Standards No. 7. Vsurance, Inc. was incorporated on July 26, 2005, in the State of Nevada. Purrfect Pet Insurance Agency, Inc. was incorporated on July 20, 2005, in the State of Ohio. Purrfect Pet Insurance Agency changed its name to Vsurance Insurance Agency, Inc., re-domiciled to New Mexico on December 31, 2005, and later re-domiciled to Arkansas on June 13, 2006. Vsurance changed its name to Ensurapet on January 31, 2008, and is a development stage Company. Ensurapet intends to provide beneficial pet / horse resource centers —VetpetMD, Spot the Pet, and Purrfect Pet Club— via the worldwide web in order to sell pet merchandise as an online affiliate of a leading pet retailer, lost and found registration services (Pet ID tags), global positioning system technologies to locate lost pets and horses, and lastly liability, life, and health insurance policies to cover property damage and veterinary expenses from and on pets and horses in the United States, United Kingdom and in other pet and horse concentrated countries.

On January 17, 2006, the Company formed Purrfect Pet Club, a Michigan corporation. At September 30, 2007 this subsidiary was still dormant.

The consolidated financial statements include the accounts of the Ensurapet, Inc., Vsurance Insurance Agency and Purrfect Pet Club. All significant inter-company accounts and transactions have been eliminated in consolidation.

The statements reflect the reverse stock splits of July 27, 2007 of 80 for 1 and the January 31, 2008 for 1,000 to 1 respectively. The statements also reflect the conversion of the Samir Financial loan on April 9, 2008 into a $2,000,000 loan and 3,000,000 shares of common stock valued at $4,000,000.

Revenue Recognition

Ensurapet uses the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Income Taxes

The Company accounts for income taxes under the provisions of Statements of Financial Accounting Standards No. 109 “Accounting for Income Taxes”, which requires a company to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in a company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates. The Company has no differences between book and tax accounting.

Property and Equipment

Property and equipment are carried at cost. Maintenance, repairs and renewals are expensed as incurred. Depreciation of property and equipment is provided for over their estimated useful life.

			Estimated useful lives

	Used Office Equipment		2 Years

	Computer Equipment		3 Years

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Concentration of Credit Risks

During 2008, the Company had no deposits in banks in excess of the FDIC insurance limit.

NOTE 2 – OTHER NONCURRENT ASSETS

Software

Software represents internal use insurance operating software and development utilities software valued on August 20, 2005, at $22,500. The Company in exchange for 745,000 shares of Preferred Class A stock received for internal use insurance operating software on August 20, 2005, valued at $22,350. The Company in exchange for 5,000 shares of Preferred Class A stock received development utilities software valued at $150. During the six months ended December 31, 2006, the Company spent an additional $660,122 with a third party vender in continued development of input software for use with the initial software. The Company capitalizes costs incurred during the application development stage and amortizes these costs to expense over the software’s useful life. Costs incurred during the preliminary project stage and costs incurred during the post-implementation and operation stage are be expensed as incurred. The Company has begun amortizing these costs. The utilities software valued at $150 useful life is 1 year. The internal insurance operating software has a 2 year life. The straight-lined method is used. Amortization for the periods ending June 30, 2008, the year ended December 31 2007, and since inception was $30,554, 338,220 and $590,962 respectively.

Trademarks

Trademarks represent the third party costs in connection with the filing of trademark applications and related research. The Company evaluates, at least annually, for potential impairment, this recorded amount, by means of a cash flow analysis in accordance with SFAS 142.

Vet MD Data Base

Vet MD Data Base represents third party costs incurred in the development of an internet based veterinary medicine reference library. These cost will be amortized over a, to be determined useful life, when placed into service. The Company hopes to have this data base complete and in service by the end of 2008.

Goodwill

On June 2, 2006 the Company entered into an agreement to purchase 100% of the outstanding stock of Animal ID LLC for $415,000. The final agreement for the acquisition was completed on February 2, 2007. The purchase price consists of $20,000 cash, $165,000 in the Company’s common stock and a note for $230,000.The upon closing the acquired company had no assets and minimal liabilities. The entire purchase price represents Goodwill and will be accounted for in accordance with SFAS 142. At December 31, 2007, management wrote the balance of this investment down to zero as impaired.

Insurance Agency Licenses

Insurance Agency Licenses represents 102 admitted and surplus lines insurance licenses assigned to it by a shareholder and a consultant. Due to the difficulty in valuing these licenses the Company has assigned a carrying value of $0.

Prepaid Expenses

Prepaid expenses represent prepaid promotional expenses from a contract entered into in January 2007. The Company issued 1,000,000 shares of its Common stock for services valued at $750,000. The services are to be delivered over a three year period. The prepaid portion of this contract is being amortized over its 36 month life on the straight line basis. The prepaid marketing fees were determined my management to be of no value in the second quarter of 2007. The balance of the prepaid fees at that time was written off.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are summarized by major classifications as follows:

	September 30, 2008			December 31, 2007
Equipment	$	80,427		$	80,427
Leasehold Improvements		0			0
Less Accumulated Depreciation		(56,168	)		(36,470	)
	$	24,259		$	43,957

Lease hold Improvements were not in service during 2007. The Company abandoned its Little Rock office at June 30, 2007. The balance of the leasehold improvement was written off to Abandonment loss.

Depreciation expense for the periods ending June 30, 2008, the year ending December 31, 2007 and since inception was $6,566, $95,329, and $113,719 respectively.

NOTE 4 – ACCOUNTS PAYABLE IN DISPUTE

The balance represents trade payable arising since inception that the Company is disputing and hope to be able to reduce and satisfy the balance with issues of the Company’s common stock during 2008.

NOTE 5 – NOTES PAYABLE

On April 17, 2006, the Company borrowed $50,000 under a line of credit agreement. The loan is due upon demand, unsecured with interest at bank’s prime plus 2 points. The balance outstanding at September 30, 2007 and December 31, 2006 was $45,233 and $50,784 respectively.

On December 15, 2005, the Company executed a Loan and Security Agreement with Samir Financial, LLC for $4,000,000. This loan is due in full at the end of twelve months. All interest and expenses have been prepaid. The stated interest rate is 30% per annum. The effective interest rate is 129% per annum. Security is all company assets including un-disbursed funds. Closing fees totaling $1,250,000 were paid at closing by the company which netted $1,750,000 in proceeds that will be disbursed in accordance with a draw down schedule ($1,750,000 at closing less closing fees of $1,250,000 at closing: $250,000 on January 31, 2006; $250,000 on February 28, 2006; $250,000 on March 31, 2006 and $300,000 on April 30, 2006 resulted in net cash proceeds to the Company of $1,550,000. The closing fees totaling $1,250,000 together with the prepaid interest of $1,200,000 totaling $2,450,000 were all prepaid at closing thereby netting the Company, from the $4,000,000 loan, the sum of $1,550,000..Fees at closing were; $800,000 closing fee which were expensed, $100,000 collateral Management fee, $100,000 audit fees, $200,000 good faith deposit and $50,000 Legal fees and expenses which were all capitalized at closing since they were non-refundable and represents items which apply to the live of the loan. The capitalized amounts totaling $450,000 are being amortized over the twelve month life of the loan using the effective interest rate method. These items were fully amortized at December 31, 2006.

In connection with the above loan the lender has agreed on December 14, 2005 and again on January 31, 2006 to purchase 1,200,000 and 600,000 shares of Preferred A stock for $500,000 and $300,000 reduction of the loan respectively. Under the terms of the agreement the shares have been issued to the lender. In addition the agreement requires the shares to be repurchased by the Company at the lenders cost and returned to the Company if the loan is not repaid when due on December 15, 2006. The loan was not repaid timely and the Company has forfeited its right to compensation for these shares. In December 2006, the lender agreed verbally to extend the loan for an additional six months for a $500,000 extension fee. There is still $300,000 of this fee outstanding at September 30, 2007. This fee is being amortized over the six month extension period. On September 15, 2007, the principal guarantor of this loan did hereby forgive, assume, obligate itself, and indemnify the Company for any and all amounts associated and incurred with this loan above $2,000,000. The Company has not obtained release from the lender for the amounts assumed by the principal guarantor; accordingly it will continue to carry the amount on its books until release is received. On April 9, 2008, the Company entered into an agreement with the lender to exchange $4,000,000 of the debt was exchanged for 3,000,000 shares of the Company’s common stock and a new $2,000,000 note due $1,000,000 due May 19, 2008 and the balance beginning to amortize at the rate of $250,000 per quarter on July 1, 2009. This transaction was recorded as of December 31, 2007. No payments have been paid on this note.

The balance of the loan at March 31, 2008 and December 31, 2007, as restated, was $2,000,000.

On December 5, 2006 the Company borrowed $25,000 from a shareholder. The note is due March 1, 2007 and is at 30% interest. The loan was not repaid on its due date. The balance outstanding on the loan at March 31, 2008 and December 31, 2007 was $38,775.

In connection with the Animal ID purchase the Company issued a $230,000 note payable to one of the former owners of Animal ID. The note calls for quarterly payments totaling $55,000 the first year, $70,000 the second year and $75,000 the third year. The note bears interest at 1.5% per month if in default. The lender received a default judgment on this loan in 2007 for $225,100.The balance of the loan at March 31, 2008 and December 31, 2007, was $225,100.

NOTE 6 – INCOME TAXES

The Company has a net operating loss of approximately $10,000,000 available for carry-forward of up to twenty (20) years for federal purposes. Pursuant to Internal Revenue Code Section 382 and the regulations there under, the amounts of utilizable carryover may be limited as a result of ownership changes or even eliminated if business continuity requirements are not met. There were no temporary differences allowing no deferred tax liabilities to arise.

NOTE 7 – EQUITY

Earnings per share

The Company has adopted the provisions of SFAS 128 in the computation of earnings whereby the convertible Preferred Stock was deemed converted to common stock on date of issue.

Common Stock

The Company has 500,000,000 and 250,000,000 shares of common stock authorized with 40,000,000 and 3,112,750 share outstanding at June 30, 2008 and December 31, 2007 respectively. The common shares of the Company were reverse split 1 for 80 shares on July 11, 2007. The shares were further reversed split on January 31, 2008 1,000 to 1. Share values in these statements and footnotes indicate if they are pre or post split shares.

Preferred Stock Class A

The Company has 8,000,000 shares of $0.001 par value authorized, with 0 and 6,015,150 shares outstanding at September 30, 2007 and December 31, 2006 respectively. The shares have no dividend rights and convert at the holder’s or the Company’s option to the Company’s Common Stock at the rate of 5 to 1. The shares vote with the common share holders at the same rate as the conversion rights. The shares have no liquation value, no liquidation rights, no dividend rights and no redemption rights. It is management’s intent to convert all shares of Preferred A to common. In connection with the note payable the lender has agreed on December 14, 2005 and again on January 31, 2006 to purchase 1,200,000 and 600,000 shares of Preferred A stock for a $500,000 and $300,000 reduction of the loan respectively. Under the terms of the agreement the shares have been issued to the lender. In addition the agreement requires the shares to be repurchased by the Company at the lenders cost and returned to the Company if the loan is not repaid when due on December 15, 2006. The loan was not repaid timely and the Company has forfeited it right to compensation for these shares. There were 0 shares outstanding at June 31, 2008, March 31, 2008 and December 31, 2007; further, this class of stock no longer exists and was eliminated with the Nevada Secretary of State.

Preferred Stock Class B

The Company has 2,000,000 shares of $0.001 par value authorized, with 0 and 975,500 shares outstanding at both September 30, 2007 and December 31, 2006. The shares have no dividend rights and convert at the holder’s or the Company’s option to the Company’s Common Stock at the rate of 2 to 1. The shares vote with the common share holders at the same rate as the conversion rights. The shares have no liquation value, no liquidation rights, no dividend rights and no redemption rights. There were 0 shares outstanding at June 30, 2008, March 31, 2008, and December 31, 2007; further, this class of stock no longer exists and was eliminated with the Nevada Secretary of State.

Preferred Stock Class C

The Company has 0 and 0 shares outstanding at September 30, 2007 or December 31, 2006. The shares have no dividend rights and convert at the holder’s or the Company’s discretion to the Company’s Common Stock at the rate of 25 to 1. The shares vote with the common share holders at the same rate as the conversion rights. The shares have no liquation value, no liquidation rights, no dividend rights and no redemption rights. There were no shares outstanding at June 30, 3008, March 31, 2008 and December 31, 2007; further, this class of stock no longer exists and was eliminated with the Nevada Secretary of State.

Preferred Stock Class D

On July 11, 2007, the shareholders and Board of Directors created a Preferred Stock Class D. This class of preferred stock has non-dilutive voting rights, a par value of $0.001 per share, and 100,000 shares authorized. There were 100,000 shares outstanding at June 30, 2008 and December 31, 2007 and 2006.

Preferred Stock Class E

In the fourth quarter of 2007 the Board of Directors created a Preferred Stock Class E. The shares have no dividend rights and convert at the holder’s or Company’s discretion to the Company’s common stock at the rate of 2.2 shares of preferred to one share of common. The shares were converted in the first quarter of 2008. There were 0 shares outstanding at March31, 2008 and December 31, 2007 as restated; further, this class of stock no longer exists and was eliminated with the Nevada Secretary of State.

Preferred Stock Class F

In the first quarter of 2008 the Board of Directors created a Preferred Stock Class F. The shares have no voting or dividend rights and convert at the holder’s or Company’s discretion to the Company’s common stock at a rate of 1 shares of preferred to fifty common shares. The shares were converted in the first quarter of 2008. There were 0 shares outstanding at March 31, 2008 and December 31, 2007 as restated; further, this class of stock no longer exists and was eliminated with the Nevada Secretary of State.

NOTE 8 – RELATED PARTY TRANSACTIONS

On December 5, 2006 the Company borrowed $25,000 from a shareholder. The note was due March 1, 2007 and is at 30% interest. The loan was not repaid on its due date. The balance of the loan at June 30, 2008 and December 31, 2007 was $38,775.

The Company also owed another shareholder and officer $349,203 and $334,737 at June 30, 2008, March 31, 2008 and December 31, 2007 respectively, for funds advanced.

The Company has leased over 4,000 square feet of office space from its President. The lease was abandoned on June 30, 2007.

NOTE 9 – OPERATING SEGMENTS

The Company organizes its business into three reportable segments: the parent company (Vsurance, Inc.), the insurance agency (Vsurance Insurance Agency, Inc.) and the pet club (Purrfect Pet Club); however, all assets and expenditures are reported through the parent company (Vsurance) since operations have not commenced. Therefore, there are no supplemental schedules on the subsidiary that would breakdown assets, liabilities and operations for each of these segments.

NOTE 10 – ABANDOMENT LOSS

The Company decided on June 30, 2007, to abandon its Little Rock offices. A loss of $146,680 was recognized as the estimated cost of this decision. Also, in the second quarter of 2007 management determined that the prepaid marketing fees capitalized in the first quarter 0f 2007 were of no value. The Company on December 31, 2007 wrote off the balance of Goodwill from Animal ID as fully impaired.

The Company abandoned its offices located at 540 N Golden Circle, Santa, CA and utilize its shared data center facilities from a shareholder at no cost in order to reduce operating expenditures.

NOTE 11 – GOING CONCERN

The Company has not generated any revenues significant or profits to date. This factor among others including the pass due payables due and the Company’s inability to pay the principal payment due under the note to Samir Financial raises substantial doubt about the Company’s ability to continue as a going concern. Management feels the Company’s continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. Management feels it can raise the necessary working capital in 2008 to provide the necessary working capital and repay the delinquent notes payable provided the lender (Samir Financial) cooperates with the Company and if need be accept stock as payment as a full and complete satisfaction of this indebtedness. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Consolidated Results of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements that involve risk and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” and included elsewhere in this Quarterly Report. Further historic disclosures can be found on Form 10-K (as amended) for December 31, 2007, 10-KSB for December 31, 2006, and in the 2006 registration statement (SEC File number 333-132028).

Overview

MD&A is a supplement to our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report, and are provided to enhance your understanding of our results of operations and financial condition. Our MD&A is organized as follows:

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Introduction . This section provides a general description of our company, background information on certain trends, strategies and other matters discussed in the MD&A, a description of the basis for presentation of our financial statements, a summary discussion of our plan of operations, and a discussion on our acquisition.

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Critical Accounting Policies and Estimates . This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimated and assumptions.

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Results of Operation . This section provides our analysis and outlook for the significant line items on our statement of operations, as well as other information that we deem meaningful to understand our results of operations.

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Liquidity and Capital Resources . This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of March 31, 2008.

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Recent Accounting Pronouncements . This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

Introduction

Our Company

We are a provider of pet health information services to pet owners, veterinarians, animal healthcare professionals, and pet service providers, which includes life and health insurance for pets, horses, and other companion animals through our public online portals. We are organizing our business into these two operating segments as follows; however, since we remained a development stage company since March 31, 2008, we have represented the business as one operating segment at this time:

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Online and Other Services . The Ensurapet Beneficial Resource Centers consist of the public portals that we own, such as www.VetpetMD.com. These along with our other pet/animal owner portals help owners take an active role in managing their pet’s health by providing objective healthcare and lifestyle information. Our public portals generate revenue primarily through the sale of advertising and sponsorship products from Petsmart ® as an affiliate.

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Insurance Services . We sell several pet health insurance plans for dogs and cats that provide reimbursement of veterinary expenses incurred to treat an illness or injury and on some policies routine/preventive care treatment such as vaccinations: Protect 1, Protect 2, Protect 3, and Protect 4 all of which provided an accidental life insurance policy with an endorsement for death due to an illness. We are authorized to underwrite a pet replacement (life) insurance plan for dogs and cats with death benefit limits ranging from $1,000 to $10,000. We have not yet introduced this product to the marketplace but look to do so in late 2007.

Background Information on Certain Trends and Strategies

Several key trends in the pet healthcare and Internet industries are influencing the use of pet/animal healthcare information services of the types we provide or are developing. Those trends, and the strategies we have developed in response, are described briefly below:

Use of the Internet by pet owners and veterinarians . The Internet has emerged as a major communications medium and has already fundamentally changed many sectors of the economy, including the marketing and sales of financial services, travel, and entertainment, among others. The Internet is also changing the pet/animal healthcare industry and has transformed how pet/animal owners and veterinarians find and utilize healthcare information. Since pet owners presently assume all of the financial responsibility veterinary costs, which are presently rising, the Internet serves as a valuable resource by providing them with immediate access to searchable and dynamic interactive content to check symptoms, assess risks, understand diseases, find veterinarians and evaluate treatment options. The Internet has also become a primary source of information for veterinarians seeking to improve clinical practice and is growing relative to traditional information sources, such as conferences, meetings and offline journals.

Increased Online Marketing and Education Spending for Pet Healthcare Products . Pharmaceutical, biotechnology and medical device companies spend large amounts each year marketing their products and educating pet owners and veterinarians about them, however, only a small portion of this amount is currently spent on online services. We believe that these companies, which look to be and comprise the majority of our advertisers and sponsors, are becoming increasingly aware of the effectiveness of the Internet relative to traditional media in providing health, clinical and product-related information to pet owners and veterinarians, and this increasing awareness will result in increasing demand for our services.

Changes in the Veterinary Profession with Pet Insurance . Management has confirmed that in a recent report published by Packaged Facts on Pet Insurance in North America, it was disclosed that North Americans will take an increasingly strong interest in pet insurance during the next five years, placing sales as high as $1.1 billion in 2012. This forecast is consistent with soaring revenues in the overall pet market due to affluent households and their willingness to spend more on the health and wellness of their beloved furry family members. Management believes that this is the conservative estimate in this study indicated revenues of pet insurance were at $248 million in 2007, up 21% from $205 million in 2006. The report further stated that North America is primed for expansion in the pet insurance market.

For the first time insurance plans are being sold under nationally known pet care brands, including PurinaCare and the American Kennel Club. Helping to drive further interest and awareness, companies are targeting consumers through new distribution channels, such as, direct-to-consumer, veterinarian offices, pet care service providers, supermarkets and insurance agencies. The report went on to say that many new companies have entered the market over the past three years and it's a sure bet that more well-funded companies will jump on-board in the coming year. Each company has its own version of pet insurance products, ranging from highly customizable plans to greatly simplified ones for a mass market. In the pet insurance spotlight is PurinaCare, AKC, ASPCA, as well as dedicated pet insurance underwriters such as American Pet Insurance Company and SecuriCan, who all appear to be following in the footsteps Kroger who now too provides pet insurance. For further information on this report visit: http://www.packagedfacts.com/Pet-Insurance-1391937/

Basis of Presentation

Ensurapet, Inc. is a Nevada corporation formerly known as Vsurance, Inc., that was incorporated on July 26, 2005. We are a development stage company. We were created to provide beneficial pet and horse resource centers —VetpetMD, Spot the Pet, and Purrfect Pet Club— via the worldwide web in order to sell pet merchandise as an online affiliate of a leading pet retailer, lost and found registration services (Pet ID tags), global positioning system technologies to locate lost pets and horses, and lastly liability, life, and health insurance policies to cover property damage and veterinary expenses from and on pets and horses in the United States, United Kingdom and in other pet and horse concentrated countries. At June 30, 2008, there were 40,100,000 capital shares issued and outstanding, consisting of 40,000,000 common shares (out of 500,000,000 authorized) and 100,000 Class D preferred shares (out of the 100,000 authorized).

Acquisitions

The Animal-ID acquisition which occurred during 2006 and reported in that periods annual report has been and will again be in litigation. Management’s position is that the asset being the software was never delivered in its entirety to Ensurapet. It was determined that the sellers did not possess the all of the rights and that a key module was not owned by the sellers. This acquisition resulted in a case #070C014621B involving one of the sellers, Kathy Ranson seller of Animal-ID in the First Judicial Court in the State of Nevada. We plan to contest and seek to have the judgment set-aside in the amount of $210,000.00 based on fraud and failure to deliver assets unencumbered as described in the corresponding purchase agreement.

Plan of Operations

We commenced operations June 2006 on a small scale as our public portals were under initial development. At that time the VetpetMD portal—www.vetpetmd.com—since the site was made public has had: 274,812 site hits; 46,241 page views; and established 6,605 visits of which 3,316 were unique visitors. The pet insurance site—www.purrfectinsurance.com—since going live has had: 858,418 site hits; 203,134 page views; and established 14,727 visits of which 8,171 were unique visitors. Our main home page—www.vsurance.com—delivered similar results: 559,125 site hits; 296,747 page views; and established 18,637 visits of which 8,964 were unique visitors. From this visitation, we have approximately 400 policyholders with annual written premium in excess of $80,000. As we ended the year our network of associations, employer groups, and insurance brokerage partnerships continued to grow. We acquired more than 90 relationships and had the potential to reach more than 30 million members who are potential pet owners. Company resources to capitalize on these achievements were stifled by the need to raise capital in order to repay the large indebtedness due Samir Financial, thus marketing to these relationships has been delayed and slowed.

In 2008 and 2009, our plan, which depends on our ability to raise capital, is to: increase traffic to our public portals; expand VetpetMD to include an online pharmacy; grow our pet insurance sales through the introduction of our kennel coverage program, caring vet program, retail in-store offer, and expand our group/association network. In order to build traffic and ramp up policy sales will require further capital; therefore, we have engaged JPC Capital Partners and Wakabayashi Fund LLC to raise $5 million or more in capital. Additionally, since our stock is quoted on the OTCBB we need to increase investor awareness and deliver returns for shareholders. DME Capital has been engaged—in March 2008—to act as the Company’s public relations “IR Firm.” Due to limited capital the relationship with DME Capital ceased on or about June 1, 2008; further JPC Capital and Wakabayashi Fund LLC has not achieved any success in raising capital since their engagement.

Our continuation as a going concern depends upon our ability to increase website traffic, ramp up policy sales while obtaining further capital wherein the past due payment to Samir Financial can be made. This is the overall objective of this operating year and the one to follow. With that said, while there is a high degree of risk and the possibility of foreclosure my the senior lender (Samir Financial) management feels it can raise the necessary working capital in 2008 and 2009 to provide the necessary working capital and repay the delinquent note payable provided the lender (Samir Financial) cooperates with us and if need be accept stock as payment as a full and complete satisfaction of this indebtedness.

Critical Accounting Policies and Estimates

Our MD&A is based upon our consolidated financial statements and notes to consolidated financial statements, which were prepared in conformity with U.S. generally accepted accounting principles. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, current business factors, and various other assumptions that we believe are necessary to consider and form a basis for making judgments about the carrying values of assets and liabilities and disclosure of contingent assets and liabilities. We are subject to uncertainties such as the impact of future events, economic and political factors, and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in preparation of our financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to our consolidated financial statements.

We evaluate our estimates on an ongoing basis, including those related to revenue recognition, the allowance for doubtful accounts, the carrying value of prepaid advertising, policy acquisition costs, the carrying value of long-lived assets (including goodwill and intangible assets), the amortization period of long-lived assets (excluding goodwill), the carrying value, capitalization and amortization of software and website development costs, the provision for income taxes and related deferred tax accounts, certain accrued expenses and contingencies.

We believe the following reflects our critical accounting policies and our more significant judgments and estimates used in the preparation of our consolidated financial statements:

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Revenue Recognition. Revenue from advertising is recognized as advertisements are delivered. Revenue from sponsorship arrangements, content syndication and distribution arrangements, and licenses of pet healthcare management tools and public portals are recognized along with the revenue from the sale of pet health insurance policies are recognized on an accrual basis accounting.

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Long-Lived Assets. Long-lived assets consist of property, software, and equipment, goodwill, if any and other intangible assets. Goodwill and other intangible assets could arise from acquisitions, specifically Animal-ID which was in escrow at December 31, 2006; however, this amount which had been recorded as goodwill was written off December 31, 2007, due to the litigation. The amount assigned to intangible assets is subjective and based on our estimates of the future benefit of the intangible assets using accepted valuation techniques, such as discounted cash flow and replacement cost models. Our long-lived assets, excluding goodwill, are amortized over their estimated useful lives, which we determined based on the consideration of several factors including the period of time the asset is expected to remain in service. We evaluate the carrying value and remaining useful lives of long-lived assets, excluding goodwill, whenever indicators of impairment are present. We will evaluate the carrying value of goodwill annually, and whenever indicators of impairment are present. We will use a discounted cash flow approach to determine the fair value of goodwill.

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Deferred Tax Assets. The Company accounts for income taxes under the provisions of Statements of Financial Accounting Standards No. 109 “Accounting for Income Taxes”, which requires a company to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in a company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates. The Company has no differences between book and tax accounting.

Results of Operations

For the quarter ending 2008 and year ending 2007 we reported a Net Loss of $(38,400) and $(6,791,049) and Basic (Loss) per Share of $(0.001) and $(3,747.82) respectfully.

We are a development stage company because we have not commenced any significant operations so far with the exception of a minimal number (1,412) of membership and certificates of insurance to Purrfect Pet Club members that amounts to more than $80,000 in annualized written premium. The Company’s wholly-owned reinsurance company “Vsurance Re, Inc” has been incorporated with the Nevis Office of the Registrar of Companies corporation number C-304999; however, the Company must deposit the necessary reserves no later than October 1, 2008 if the charter is to be maintained. As of this filing the funds were not deposited and it is believe though not confirmed that the charter has now been forfeited. The VetpetMD website, Spot the Pet lost and found 24/7 ID program, Purrfect Pet Club with online pet merchandise sales, and Purrfect Pet Insurance online websites are operational. The club’s membership base has been expanded and its services, including pet health/life insurance is now available to more than 30 million people through our agent partnerships. With that said, capital is needed to develop and expand these relationships if not these agents, associations, and groups will seek an alternate pet health insurance provider. The Company has withdrawn its Form “A” application with the Idaho Department of Insurance to purchase of the Universal Life Insurance Company charter. We intend, at the direction of legal counsel, to file a new Form A for a new insurance company charter in the State of Arizona which is underway. Further we will seek to utilize the expedited NAIC mono-line filing service in the other states. There is no assurance that our application will be approved by the Insurance Department; however, if and when an order was to be given certifying the terms of the purchase the required disclosures shall be made.

On January 31, 2008, we entered into a revised and new investment banking agreement with The October Fund on a best efforts basis to raise $4.9 million in capital in exchange for 2,200,000 commons shares. The agreement combined deliverables on the part of our company—policy sales—with capital investments as follows: $2 million in exchange for 1,463,414 common shares; $500,000 on or before November 7, 2008 in exchange for 248,780 common shares and annualized gross written premiums in-force of $1 million; $1,000,000 on or before January 5, 2009 in exchange for 243,903 common shares with the addition of 5,000 new pet insurance policies; and $1,400,000 on or before April 5, 2009 in exchange for 243,903 common shares with the addition of 8,000 new pet insurance policies. The focus of management remains on development of the company, online websites/computer operating systems and the procurement of further capital for operations. So far efforts to raise capital by the October Fund have been unsuccessful and are taking much longer than we anticipated. As of this filing no capital has been raised by the company and with the present economic condition of the U.S. economy, Wall Street, and leading manufacturing companies such as AIG who sough bailout assistance from the U.S. Government, raises even more concerns of risk and the ability of our company to continue as a going concern.

Revenues – were $47,848 at December 31, 2007 and $17,073 at September 30, 2008, which when compared to prior quarters indicates no growth in sales but more so a decline as policies as policyholders non-renew.

Operating Expenses - were $6,277,217 at December 31, 2007, $196,604 at March 31, 2008, $143,359 at June 30, 2008, and $55,473 at September 30, 2008, which when combined represents 6% of last years expenses, primarily as a result of a slowing of marketing initiatives and the discontinuance of the amortization of prepaid closing costs and recent settlement of the note payable to Samir Financial (Footnote 4).

Net Income (Loss) – there was a net loss from net income of $(6,791,049) at December 31, 2007, $(175,728) at March 31, 2008, $(124,393) at June 30, 2008, and $(38,400) at September 30, 2008, which combined represents 5% of last year loss. The decrease is primarily the result of a slowing of marketing initiatives and the discontinuance of the amortization of prepaid closing costs and recent settlement of the note payable to Samir Financial (Footnote 4).

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2008 we had total assets of $191,583 of which $1,187 was in cash. As a result of our current lack of capital and loan obligation to the Lender, wherein all company assets including cash is pledged as collateral, we are completely dependent upon further capital implement our business plan; furthermore, the need for additional capital beyond any immediate offering is predicated because in order to write insurance policies we must maintain adequate surplus with state insurance departments. Regulation requires insurers to limit policy sales to only three times their surplus deposit, for example, having a surplus deposit of $2,000,000 we could write $6,000,000 in premium (policy sales). In the event that we cannot raise additional capital and policy sales exceed our surplus deposit we would have to transfer the risk which is above our surplus writing ratio to another company. This reinsurance process is common.

Current Assets

Cash - decreased from $15,757 at December 31, 2007 to $1,187 at September 30, 2008, a decrease of $14,570 primarily as a result of operating expenses absent any new capital infusions under the investment banking agreement.

Commission receivable – increased from $751 at December 31, 2007 to $4,994 at September 30, 2008, primarily as a result of the monies generated from pet health insurance plans which remain in-force absent any new sales.

Prepaid expenses – was unchanged from $0 at December 31, 2007 to $0 at September 30, 2008, primarily as a result of the complete amortization of all prepaid closing cost with the note payable to Samir Financial (Footnote 4).

Total Current Assets - decreased from $16,508 at December 31, 2007 to $6,181 at September 30, 2008, a decrease of $10,327 primarily as a result of a lack of any new capital investments under the investment banking agreement.

Net Fixed Assets - decreased from $43,857 at December 31, 2007 to $24,259 at September 30, 2008, a decrease of $19,598 primarily as a result of depreciation and no new fixed asset purchases.

Other Assets - decreased from $252,790 at December 31, 2007 to $161,143 at September 30, 2008, a decrease of $91,647, primarily as a result of amortization and write-off of the Animal-ID acquisition and no new asset purchases.

Liabilities

Total Current Liabilities - increased from $3,005,831 at December 31, 2007 to $3,064,639 at September 30, 2008, an increase of $58,808 primarily as a result of normal operations.

Management anticipates that our cash requirements will continue to increase as it continues to expend substantial resources to build its infrastructure, develop its business plan and establish its sales and marketing network operations, customer support and administrative organizations. Management currently anticipates that our available cash resources and cash generated from operations and the recent engagements of investment banking firms, will be sufficient to meet its presently anticipated working capital and capital expenditure requirements for the next twelve months. If we are unable to maintain profitability, or seeks further expansion, additional funding will become necessary. No assurances can be given that either equity or debt financing will be available.

Recent Accounting Pronouncements

We have generated only minimal revenues to date. This factor among others including the Note payable that was originally due December 14, 2006, now settled for a near term payment in July 2008 and stock, raises substantial doubt about the Company’s ability to continue as a going concern. Management feels the our continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

We have no investments since we have not capitalized our reinsurance company yet; however, funds in excess of monthly operating costs are invested in money market accounts with an FDIC Insured Bank. At which time when we capitalize our reinsurance company the primary objective of our investment activities will be to preserve principal and maintain adequate liquidity, while at the same time maximizing the yield we receive from our investment portfolio in accordance with investment regulations set forth by the Department of Insurance. This objective will be accomplished by adherence to our investment policy, which establishes the list of eligible types of securities and credit requirements for each investment.

Item 4.

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States .

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer , concluded that, as of September 30, 2008, our internal control over financial reporting was effective.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

There is a case #070C014621B involving Kathy Ranson seller of Animal-ID in the First Judicial Court in the State of Nevada. The Company plans to contest and seek to have the judgment set-aside in the amount of $210,000.00, based on fraud and failure to deliver assets unencumbered as described in a purchase agreement between the parties.

Except as disclosed above, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors

This section describes circumstances or events that could have a negative effect on our financial results or operations or that could change, for the worse, existing trends in some or all of our businesses. The occurrence of one or more of the circumstances or events described below could have a material adverse effect on our financial condition, results of operations and cash flows or on the trading prices of the Common Stock that we have issued or securities we may issue in the future. We have also included a detailed discussion of risks and uncertainties arising from governmental regulation of our businesses, one of the most significant risks we face, in the section “Business — Governmental Regulation” above. We have updated the risk factors previously disclosed in on our Form 10-K (as amended) for December 31, 2007, 10-KSB for December 31, 2006, and in the 2006 registration statement (SEC File number 333-132028). The risks and uncertainties described in herein and on our other filing are not the only ones facing us. Additional risks and uncertainties that are not currently known to us or that we currently believe are immaterial may also adversely affect our business and operations.

We have incurred and may continue to incur losses

Our operating results have been impacted significantly due to the loan with Samir Financial and may continue to do so in the future as the need for capital continues. Our net loss since inception is ($12,287,312) . Many companies with business plans based on providing pet health insurance have failed to be profitable and some have ceased operations. Even if demand for users exists, we cannot assure you that our business will be profitable.

In addition and while a veterinary health care expenses exceed $18 billion yearly as reported by the American Veterinary Medical Association (AVMA) with 2% of the 135 million dog and cat owners insuring their pets as reported by the American Animal Hospital Association (AAHA), our online businesses, specifically VetpetMD have a limited operating history and participate in a new market even though its management collectively has over 30 years experience in the pet insurance industry.

We have a significant financial indebtedness

On December 15, 2005, we executed a Loan and Security Agreement with Samir Financial, LLC (the “Lender”) for $4,000,000. This loan was due in full at the end of twelve months (December 14, 2006). We were unable to pay off this loan at that time. Samir Financial has agreed to extend the loan until June 15, 2007 in exchange for a $500,000 extension fee. At December 31, 2006, we had not paid the extension fee. A portion of the fee was paid – $200,000 – in January 2007; however, a balance of $300,000 remains outstanding. The loan payoff at June 15, 2007, will be $5,000,000. Security for this loan is all company assets and a controlling stock position if the loan were to be in default.

On April 9, 2008, the lender entered into an agreement with the Company and forgave $4,000,000 in exchange for 3,000,000 restricted common shares. Further, the Company shall repay then lender $1,000,000 on or before July 9, 2008 and the remaining balance of $1,000,000 will remain on the books as a liability for a period of 14 months paid as follows: the first payment shall be due and payable on July 1, 2009; the second payment shall be due and payable on October 1, 2009; with subsequent payments due and payable. The lender will not charge the company any interest (non-interest bearing loan). The Company shall make quarterly payments to the lender of $250,000 on the dates shown above. The three million restricted shares of the company’s common stock shall be subject to SEC Rule 144 restrictions as well as an executed 12 month lock up agreement.

The Company is in default on the $1,000,000 payment due July 9, 2008, with the lender Samir Financial. This factor among others including the pass due payables due and the Company’s inability to pay the principal payment due under the note to Samir Financial raises substantial doubt about the Company’s ability to continue as a going concern. Management feels the Company’s continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. Management feels it can raise the necessary working capital in 2008 and 2009 to provide the necessary working capital and repay the delinquent notes payable provided the lender (Samir Financial) cooperates with the Company and if need be accept stock as payment as a full and complete satisfaction of this indebtedness.

Management is exploring all options that will bring about investor confidence in operations, sales, profitability, and potential shareholder return on an investment. Presently, the delinquency of the note with the lender (Samir Financial) has brought about concern with investors which are manifested by the volatility of shareholder positions on the Over-the-Counter Bulletin Board. Shareholder risks: first, can the company raise capital in such a volatile market; second, will further issuance of stock due to lack of capital for services, in an effort to raise capital and continue operations, add to greater volatility; and third, what options are available to restore stability in the stock? These are the immediate concerns of management and every effort, including organizational restructure will be analyzed and options pursued in order to continue operations so to invite new investment capital whereby shareholder value can be sustained in lieu of foreclosure by Samir Financial.

If we are unable to provide content and services that attract and retain users to The Beneficial Resource Center Network on a consistent basis, our advertising and sponsorship revenue could be reduce, but more importantly, the database of pet owners who would be potential policyholders could be greatly reduced

Users of The Beneficial Resource Center Network have numerous other online and offline sources of pet healthcare information services. Our ability to compete for user traffic on our public portals depends upon our ability to make available a variety of pet health and veterinary content, decision-support applications and other services that meet the needs of a variety of types users, including pet owners, veterinarians, technicians, and other pet service professionals, with a variety of reasons for seeking information. Our ability to do so depends, in turn, on:

•

our ability to hire and retain qualified authors, journalists and independent writers;

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our ability to license quality content from third parties; and

•

our ability to monitor and respond to increases and decreases in user interest in specific topics.

We cannot assure you that we will be able to continue to develop or acquire needed content, applications and tools at a reasonable cost. In addition, since consumer users of our public portals may be attracted to The Beneficial Resource Center Network as a result of a specific condition or for a specific purpose, it is difficult for us to predict the rate at which they will return to the public portals. Because we generate revenue by, among other things other than through the sale of pet insurance plans, selling sponsorships of specific pages, sections or events on VetpetMD, a decline in user traffic levels or a reduction in the number of pages viewed by users could cause our revenue to decrease and could have a material adverse effect on our results of operations.

Risks Related to Use of the Internet and to Our Technological Infrastructure

Our Internet-based services are dependent on the development and maintenance of the Internet infrastructure

Our ability to deliver our Internet-based services is dependent on the development and maintenance of the infrastructure of the Internet by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products such as high-speed modems, for providing reliable Internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the number of users and the amount of traffic. If the Internet continues to experience increased usage, the Internet infrastructure may be unable to support the demands placed on it. In addition, the reliability and performance of the Internet may be harmed by increased usage or by denial-of-service attacks.

The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as the availability of the Internet to us for delivery of our Internet-based services. In addition, customers who utilize our Web-based services depend on Internet service providers, online service providers and other Web site operators for access to our Web sites. All of these providers have experienced significant outages in the past and could experience outages, delays and other difficulties in the future due to system failures unrelated to our systems. Any significant interruptions in our services or increases in response time could result in a loss of potential or existing users of and advertisers and sponsors on our Web sites and, if sustained or repeated, could reduce the attractiveness of our services.

We rely on bandwidth providers, data center providers, other third parties and our own systems for key aspects of the process of providing products and services to our users, and any failure or interruption in the services provided by these third parties or our own systems could harm our business

Our online services are designed to operate 24 hours a day, seven days a week, without interruption. However, we have experienced and expect that we will in the future experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third-party vendors, including data center providers and bandwidth providers, to provide our online services. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. To operate without interruption, both we and our service providers must guard against:

•

damage from fire, power loss and other natural disasters;

•

communications failures;

•

software and hardware errors, failures and crashes;

•

security breaches, computer viruses and similar disruptive problems; and

•

other potential interruptions.

Any disruption in the network access or co-location services provided by these third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise little control over these third-party vendors, which increases our vulnerability to problems with services they provide.

Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our brand and our business and could expose us to liabilities to third parties. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

Implementation of additions to or changes in hardware and software platforms used to deliver our online services may result in performance problems and may not provide the additional functionality that was expected

From time to time, we implement additions to or changes in the hardware and software platforms we use for providing our online services. During and after the implementation of additions or changes, a platform may not perform as expected, which could result in interruptions in operations, an increase in response time or an inability to track performance metrics. In addition, in connection with integrating acquired businesses, we may move their operations to our hardware and software platforms or make other changes, any of which could result in interruptions in those operations. Any significant interruption in our ability to operate any of our online services could have an adverse effect on our relationships with users and clients and, as a result, on our financial results. We rely on a combination of purchasing, licensing, internal development, and acquisitions to develop our hardware and software platforms. Our implementation of additions to or changes in these platforms may cost more than originally expected, may take longer than originally expected, and may require more testing than originally anticipated. In addition, we cannot provide assurance that additions to or changes in these platforms will provide the additional functionality and other benefits that were originally expected.

If the systems we use to provide online portals experience security breaches or are otherwise perceived to be insecure, our business could suffer

We retain and transmit confidential information, including personal health records, in the processing centers and other facilities we use to provide online services. It is critical that these facilities and infrastructure remain secure and be perceived by the marketplace as secure. A security breach could damage our reputation or result in liability. We may be required to expend significant capital and other resources to protect against security breaches and hackers or to alleviate problems caused by breaches. Despite the implementation of security measures, this infrastructure or other systems that we interface with, including the Internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access, computer viruses, programming errors, denial-of-service attacks or other attacks by third parties or similar disruptive problems. Any compromise of our security, whether as a result of our own systems or the systems that they interface with, could reduce demand for our services and could subject us to legal claims from our clients and users, including for breach of contract or breach of warranty.

We will incur increased costs as a result of being a public company, which could adversely affect our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the NASDAQ National Market and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and required to incur substantial costs to obtain the same or similar coverage. These costs could materially adversely affect our results of operations.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2007, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2008, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management's assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule

3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

The Liquidity Of Our Common Stock Is Seriously Limited And There Is A Limited Market For Our Common Stock

Our stock is currently being traded on the NASDAQ Over-The-Counter Bulletin Board, and the liquidity of our common stock is limited. The Bulletin Board is a limited market and subject to substantial restrictions and limitations in comparison to the NASDAQ system. Any broker/dealer that makes a market in our stock or other person that buys or sells our stock could have a significant influence over its price at any given time.

Item 2.

Unregistered Sale of Equity Securities

We disclosed in our registration statement (SEC File number 333-132028), a schedule of securities as part of our process in the valuation of privately held securities issued as compensation. We continued to value stock related matters on a going forward bases using a similar format. The following represent the transactions that involved securities.

April 2008 Life Cycle Stage (Twenty-third Development Period)- Share value was established at $0.0015.

Following the recent reverse stock split on or about January 2008, market liquidity of the Company’s stock was questionable due to the fact the a significant financial indebtedness with Samir Financial remained on the books. On or about April 2008, this obligation was reduced to $2 million in exchange for 3 million common shares. As part of these services 10,000,000 restrictive common shares were issued to the loan guarantor W. Russell Smith, valued at $0.001 par for this achievement and his continuation of his personal guarantee. Further another 238,000 restrictive common shares were issued for services (legal and consulting) which were valued at $2,380. These shares were issued in order to continue operations because the company did not have sufficient operating capital run the company nor the ability to pay further compensation. If the Company lost this vital person, the guarantor of the Samir loan, and key man as designated by the Key Man life insurance which has been assigned as collateral to Samir Financial all shareholders, investors and participants would loose their entire investment by virtue of the immediate foreclosure by the lender. In exchange for these shares Mr. Smith continued on as Chief Executive Officer; continue to personally guarantee the Samir loan; and continue to develop the company’s business model and the successful turnaround of all operations including the repayment of the Samir Financial debt.

The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Item 3.

Defaults Upon Senior Securities

The Company is in default of the loan payment due Samir Financial on July 9, 2008. The Company is in default on Note due Frank Westmorland, Herb Towers, and Donna Killean in addition to numerous payables.

Item 4.

Submission of Matters to a Vote of Security Holders

There were no matters submitted to the vote of securities holders during the period ended June 30, 2008.

Item 5.

Other Information

Efforts continue though so far unsuccessful which have been concurrent with and since the filing of the 2 nd quarter 10-Q the Company through its CEO and Samir Financial loan guarantor has been attempting to secure a crucial bridge financing of between $100,000 and $500,000 in order to maintain operations, which the Company hopes will lead to further capital investments in the coming months. The proposed financing, so far has been unsuccessful; however, if such financing were to be procured it would be a traditional loan secured by common restricted stock at an annual interest rate of 10%. There is no guarantee that a loan can even be secured at this time. Absent adequate operating capital the Company will be unable to continue marketing pet insurance since it cannot remain in compliance with state regulatory matters in regards to pet insurance. In this event the Company’s operations would be reduced to pet club sales only and the promotion of VetpetMD website. The majority shareholder—W. Russell Smith, CEO—has personally borrowed and guaranteed additional loans in order to maintain operations to date, which is referenced in the Statement of Cash Flows as advances from shareholder.

Despite the debt and slowness to ramp up operations the focus of management remains on development of the company, online websites/computer operating systems and the procurement of further capital for operations. So far efforts to raise capital have been unsuccessful and it is taking much longer than the Company anticipated. As of this filing no capital has been raised by the company and with the present economic condition of the U.S. economy, Wall Street, and leading manufacturing companies such as AIG who sough bailout assistance from the U.S. Government, raises even more concerns of risk and the ability of the Company to continue as a Going Concern.

There is no information with respect to which information is not otherwise called for by this form.

Item 6.

Exhibits

31.1	Certification of the Chairman, President and Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chairman, President and Chief 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 Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Date)	ENSURAPET, INC.
	(Registrant)

November 19, 2008	By:	/s/ W. RUSSELL SMITH, III
		W. Russell Smith, III
		CEO

November 19, 2008		/s/ W. RUSSELL SMITH, III
		W. Russell Smith, III
		Principal Accounting Officer

ENSURAPET, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS

Exhibit		Description
31.1		Certification of the Chairman, President and Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1		Certification of Chairman, President and Chief 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 Executive Vice President and Chief 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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