SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PET EXPRESS SUPPLY, INC.
(Name of small business issuer in its charter)
Nevada	5961	20-3768799
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
5219 S. Pittsburg St.
Spokane, WA 99223
(509) 990-2630
(Address and telephone number of principal executive offices)
5219 S. Pittsburg St.
Spokane, WA 99223
(509) 990-2630
(Address of principal place of business or intended principal place of business)
Savoy Financial Group, Inc.
6767 W Tropicana Ave, Suite 207
Las Vegas NV 89103
(702) 248-1027
(Name, address and telephone number of agent for service)
Copies to:
Randy Brumbaugh, Esq.
417 W. Foothill Blvd.
PMB B-175
Glendora, CA 91741

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

_____________________________________________________________________________________________________________________

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _____________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _____________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o _____________________________________________________________________________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

_____________________________________________________________________________________________________________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. x

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Amount of Shares to be Registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	55,000 (1)	$0.10 (2)	$ 5,500.00	$ 0.59
Common Stock	350,000 (3)	$0.11 (4)	$ 38,500.00	$ 4.12
Common Stock	1,000,000 (5)	$0.10 (6)	$100,000.00	$10.70

(1) Represents shares currently outstanding to be sold by the Selling Stockholders.

(2)           The fee with respect to these shares has been calculated based upon the price the Selling Stockholders paid for their common stock.

(3)	Represents the number of shares of common stock offered for resale following the exercise of warrants.
(4)	The fee with respect to these shares has been calculated based upon the exercise price of the warrants.
(5)	Represents shares offered directly to the public by us.
(6)	Estimated solely for the purpose of calculating the amount of the registration fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Prospectus

PET EXPRESS SUPPLY, INC.

55,000 shares of common stock held by the Selling Stockholders

350,000 shares of common stock underlying Warrants

1,000,000 shares of common stock offered by the Issuer

Pet Express Supply, Inc. is registering an aggregate of 55,000 shares of our common stock that are to be sold, from time-to-time, by one or more of the selling stockholders. We are also registering an aggregate of 350,000 shares of our common stock that may be sold upon exercise of the outstanding warrants. The selling stockholders may only offer and sell common stock using this prospectus in transactions at a fixed offering price of $0.10 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices. The proceeds from the sale of the selling stockholders’ shares will go directly to the selling stockholders and will not be available to us. We will receive gross proceeds of $38,500 if the holder of the warrants exercises all the warrants for cash. The selling stockholders are listed under “Selling Security Holders” on page 13.

We are also offering, on a best-efforts basis, a minimum of 350,000 and up to 1,000,000 shares of common stock at a price of $0.10 per share. The shares are intended to be sold directly through the efforts of Renea Yamada and Diane Egger, the officers, directors and employees of PES. The intended methods of communication include, without limitation, telephone and personal contact. The proceeds from the sale of the shares in this offering will be payable to William F. Doran Trust Account fbo Pet Express Supply. All subscription funds will be held in the Escrow Account pending the achievement of the minimum offering and no funds shall be released to PES until such a time as the minimum proceeds are raised. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The offering of shares by PES shall terminate on the earlier of (i) the date when the sale of all 1,000,000 shares is completed or (ii) 180 days from the date of this prospectus. We will not extend the offering period beyond 180 days from the effective date of the prospectus. For more information, see “Plan of Distribution” on page 14.

Prior to this offering, there has been no public market for our common stock.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See “Risk Factors” starting on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Offered by:	Number of Shares	Offering Price	Underwriting Discounts & Commissions (See “Plan of Distribution” beginning on page 14)	Proceeds to the Company
Selling Stockholders	55,000	$5,500.00	$0.00	$0.00
Warrant holders	350,000	$38,500.00	$0.00	$0.00
Issuer Maximum	1,000,000	$100,000.00	$0.00	$100,000.00

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state. Pet Express Supply, Inc. does not plan to use this offering prospectus before the effective date.

The date of this Prospectus is September 25, 2006

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TABLE OF CONTENTS

	PAGE
PART I: INFORMATION REQUIRED IN PROSPECTUS	5
Summary Information and Risk Factors	5
Use of Proceeds	13
Determination of Offering Price	14
Dilution	14
Selling Security Holders	15
Plan of Distribution	16
Legal Proceedings	18
Directors, Executive Officers, Promoters and Control Persons	19
Security Ownership of Certain Beneficial Owners and Management	20
Description of Securities	20
Interest of Named Experts and Counsel	22
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	22
Organization Within Last Five Years	22
Description of Business	23
Management’s Discussion and Plan of Operation	25
Description of Property	30
Certain Relationships and Related Transactions	30
Market for Common Equity and Related Stockholder Matters	30
Executive Compensation	31
Financial Statements	33
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	51
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS	53
Indemnification of Directors and Officers	53
Other Expenses of Issuance and Distribution	53
Recent Sales of Unregistered Securities	53
Exhibits	54
Undertakings	54
SIGNATURES	56

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PART I: INFORMATION REQUIRED IN PROSPECTUS

Summary Information and Risk Factors

The Company

We were originally incorporated in the State of Nevada on September 11, 2003 under the name “GPP Diversified, Inc.” Subsequently, on November 9, 2005, we changed our name to Pet Express Supply, Inc. We are a development stage company that plans to establish ourselves as an on-line retailer of pet supplies. To date, we have not commenced our planned principal operations and have no significant assets. Our operations have been devoted primarily to startup and development activities, which include the following:

1. Formation of the Company,

2. Obtaining capital through sales of our common stock and debt securities,

3. Reserved a domain name at www.petexpresssupply.com and

4. Began preliminary planning and design of our website.

We are attempting to build Pet Express to become fully operational. In order to begin generating revenues, we must:

1. Develop and publish our website: We have reserved the domain name www.petexpresssupply.com and are working to develop content to publish on the website. We believe this site is critical to reaching prospective customers and for generating awareness of our brand. Additionally, establishing an Internet presence is imperative, as the site will serve as our base of operations and the sole method through which we will realize sales. Our website is not currently functional.

2. Accumulate an inventory of saleable merchandise: We seek to be an online retailer of pet supplies. In order to do so, we must accumulate an inventory of saleable merchandise. All merchandising activities are expected to be undertaken by Renea Yamada, our President, director and a shareholder. To date, we have not purchased any inventory and do not have any ability to generate revenues.

3. Devise a marketing strategy: We believe that generating awareness of our company will drive consumers to our website. In order to do so, we must develop and implement an effective promotional strategy. We intend to utilize search engine placement and keyword submission optimization services to increase the visibility of our website, once it is operational. We currently have no marketing strategies in place and our website is still in the development stage.

Since our inception on September 11, 2003 to June 30, 2006, we have not generated any revenues and have incurred a net loss of $9,764. It is hoped that we will begin to generate revenues within the next 12 months, of which there can be no guarantee. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part. Our ability to achieve our operational goals and commence our planned principal operations is entirely dependent upon the proceeds to be raised in this offering. If we do not raise at least the minimum offering amount of $35,000, we will be unable to establish a base of operations, without which we will be unable to begin to generate any revenues. The realization of sales revenues in the next 12 months is important for our plan of operations. However, we cannot guarantee that we will generate such growth. If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to stay in business.

We currently have two officers, Renea Yamada and Diane Egger, both of whom also act as employees. These individuals work for us on a part-time basis.

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As of the date of this prospectus, PES has 5,055,000 shares of $0.001 par value common stock issued and outstanding. Assuming the exercise of all outstanding warrants, we will have 5,405,000 shares of common stock outstanding.

Pet Express’ administrative office is located at 5219 S. Pittsburg St., Spokane, WA 99223, telephone (509) 990-2630.

Pet Express’ fiscal year end is December 31.

Offering by the Selling Stockholders

The offering partially consists of shares offered by the selling stockholders. The selling stockholders are offering 55,000 shares of our currently issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective. We are also registering 350,000 shares of our common stock underlying warrants issued in connection with our debt securities that may be sold upon exercise of all the warrants. The selling shareholders will sell at a price of $0.10 per share until the shares are quoted on the OTC Bulletin Board^® or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices. To date, no effort has been made to obtain listing on the OTC Bulletin Board or any national stock exchange or association. The company has not approached any broker/dealers with regard to assisting the company to apply for such listing.

The offering price of $0.10 for the common stock being registered for hereby is what the selling shareholders had paid for their shares.

All proceeds from sales of shares by the selling stockholders will go directly to the selling stockholders and none will be available to Pet Express Supply, Inc.

Pet Express Supply, Inc. has agreed to pay all costs and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, taxes, attorney’s fees and related charges in connection with the offer and sale of the shares. The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions.

Offering by Pet Express Supply, Inc.

In addition to the shares offered by the selling stockholders, Pet Express Supply, Inc. is offering, on a best-efforts, self-underwritten basis, a minimum of 350,000 and a maximum of 1,000,000 shares of the common stock at a price of $0.10 cents per share. The proceeds from the sale of the shares by the Issuer in this offering will be payable to “William F. Doran Trust Account fbo Pet Express Supply” and will be deposited in a non-interest bearing bank account until the minimum offering proceeds are raised. All subscription agreements and checks are irrevocable and should be delivered to William F. Doran, Attorney at Law. Failure to do so will result in checks being returned to the investor who submitted the check.

All subscription funds will be held in escrow pending the achievement of the minimum offering and no funds shall be released to PES until such a time as the minimum proceeds are raised (see “Plan of Distribution”). Any additional proceeds received after the minimum offering is achieved will be immediately released to us. The offering shall terminate on the earlier of (i) the date when the sale of all 1,000,000 shares is completed or (ii) 180 days from the date of this prospectus. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. PES will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 30 days of the close of the offering.

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

Pet Express Supply, Inc.’s Transfer Agent is Madison Stock Transfer, Inc., 1688 E. 16th Street, Suite 7, Brooklyn, New York 11229, phone (718) 627-4453.

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The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to “Risk Factors” on page 7 and “Dilution” on page 12 before making an investment in our stock.

Summary Financial Information

The summary financial data are derived from the historical financial statements of Pet Express. This summary financial data should be read in conjunction with “Management’s Discussion and Plan of Operations” as well as the historical financial statements and the related notes thereto, included elsewhere in this prospectus.

Balance Sheet Data

	June 30,			December 31,
	2006			2005
ASSETS
Current assets
Cash and equivalents	$	845		$	—
Total current assets		845			—
Fixed assets, net of depreciation		1,551			—
Total assets	$	2,396		$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	1,460		$	3,460
Total current liabilities		1,460			3,460
Stockholders’ equity
Common stock		5,055			5,000
Additional paid-in capital		5,645			200
(Deficit) accumulated during development stage		(9,764	)		(8,660	)
Total stockholders’ equity (deficit)		936			(3,460	)
Total liabilities and stockholders’ equity (deficit)	$	2,396		$	—

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Statements of Operations Data

	Six Months Ended						September 11, 2003
	June 30,						(Inception) to
	2006			2005			June 30, 2006
Revenue	$	—		$	—			—
Expenses:
Depreciation expense		148			—			148
General and administrative expenses		956			—			4,616
General and administrative expenses – related party		—			—			5,000
Total expenses		1,104			—			9,764
Net (loss)	$	(1,104	)	$	—		$	(9,764	)
Net (loss) per share	$	(0.00	)	$	(0.00	)

Risk Factors

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.

Our officers and directors work for us on a part-time basis. As a result, we may be unable to develop our business and manage our public reporting requirements.

Our operations depend on the efforts of Renea Yamada, our President and Secretary, and Diane L. Egger, our Treasurer. Neither Mrs. Yamada nor Mrs. Egger has experience related to public company management, nor as a principal accounting officer. Because of this, we may be unable to offer and sell the shares in this offering and develop and manage our business. We cannot guarantee you that we will overcome any such obstacle.

Investors may lose their entire investment if we fail to implement our business plan.

Pet Express Supply, Inc. was formed in September 2003. We have no demonstrable operations record, on which you can evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition. PES cannot guarantee that we will be successful in accomplishing our objectives. To date, we have not generated any revenues and may incur losses in the foreseeable future. If we fail to implement and create a base of operations for our proposed pet supplies business, we may be forced to cease operations, in which case investors may lose their entire investment.

If we are unable to continue as a going concern, investors may face a complete loss of their investment.

We have yet to commence our planned operations. As of the date of this Prospectus, we have had only limited start-up operations and generated no revenues. Taking these facts into account, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part. If our business fails, the investors in this offering may face a complete loss of their investment.

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Investors will have limited control over decision-making because principal stockholders, officers and directors of Pet Express Supply control the majority of our issued and outstanding common stock.

Our executive officers and directors beneficially own approximately 98.9% of the outstanding common stock, or 97.8% on a fully diluted basis. As a result, these stockholders could exercise control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership limits the power to exercise control by the minority shareholders that will have purchased their stock in this offering.

Pet Express Supply may not be able to attain profitability without additional funding, which may be unavailable.

We have limited capital resources. To date, we have not generated cash from our operations. Unless we begin to generate sufficient revenues from our proposed pet supplies business to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise addition capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.

Because of competitive pressures from competitors with more resources, Pet Express Supply may fail to implement its business model profitably.

The market for customers is intensely competitive and such competition is expected to continue to increase. We expect to compete with many online and physical retailers that either specialize in pet supplies or carry pet products as a complementary offering. These companies range in size from independently owned and operated boutiques, mass merchandise retailers like Wal-Mart and major specialty retailers like Petsmart. On-line only competitors include Dog.com and Pets.com.

Generally, our actual and potential competitors have longer operating histories, greater financial and marketing resources, greater name recognition and an entrenched client base. Therefore, many of these competitors may be able to devote greater resources to attracting a customers and preferred vendor pricing. There can be no assurance that our current or potential competitors will not stock comparable or superior products to those to we expect to offer. Increased competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.

We may be unable to generate sales without sales, marketing or distribution capabilities.

We have not commenced our planned business of selling pet supplies via the internet and do not have any sales, marketing or distribution capabilities. We cannot guarantee that we will be able to develop a sales and marketing plan or to develop an effective chain of distribution. In the event we are unable to successfully implement these objectives, we may be unable to generate sales and operate as a going concern.

We may not be able to generate sales because consumers may choose not to shop online.

We may not be able to attract potential customers who shop in traditional retail stores to shop on our proposed web site. Furthermore, we may incur significantly higher and more sustained advertising and promotional expenditures than anticipated to attract online shoppers and to convert those shoppers into purchasing customers. As a result, we may not be able to achieve profitability, and even if we are successful at attracting online customers, we expect it could take several years to build a substantial customer base. Specific factors that could prevent widespread customer acceptance of our e-commerce solution include:

1. Delivery time associated with Internet orders, as compared to the immediate receipt of products at a physical store;

2. Customer concerns about buying products without physically handling them;

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3. Customer concerns about the security of online transactions and the privacy of their personal information; and

4. Difficulties in returning or exchanging items purchased through the website.

If our computer systems and Internet infrastructure fail, we will be unable to conduct our business.

The performance of our computer hardware and the Internet infrastructure is critical to our business and reputation, as well as out ability to attract web users, new customers and commerce partners. Any system failure that causes an interruption in service or a decrease in responsiveness of our web site could result in an impairment of traffic on our web site and, if sustained or repeated, could materially harm our reputation and the attractiveness of our brand name. Our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering. The occurrence of any of these events could result in interruptions, delays or cessation in services, which could have a material adverse effect on our business, result of operations and financial condition. Any damage or failure that interrupts or delays our operations could have a material adverse effect on our business, result of operations and financial condition. To the extent that we do not effectively address any capacity constraints, such constraints would have a material adverse effect on its business, result of operations and financial condition.

We may be unable to obtain sufficient quantities of quality merchandise on acceptable commercial terms because we do not have long-term distribution and manufacturing agreements.

We intend to rely primarily on product manufacturers and third-party distributors to supply the products we plan to offer. Our business would be seriously harmed if we were unable to develop and maintain relationships with suppliers and distributors that allow us to obtain sufficient quantities of quality merchandise on acceptable terms. Additionally, we may be unable to establish alternative sources of supply for our products to ensure delivery of merchandise in a timely and efficient manner or on terms acceptable to us. If we cannot obtain and stock our products at acceptable prices and on a timely basis, we may lose sales and our potential customers may take their purchases elsewhere.

Our revenue and gross margin could suffer if we fail to manage our inventory properly.

Our business depends on our ability to anticipate our needs for products and our as yet unidentified supplier’s ability to deliver sufficient quantities of products at reasonable prices on a timely basis. Given that we are in the development stage we may be unable to accurately anticipate demand and manage inventory levels that could seriously harm us. If predicted demand is substantially greater than consumer purchases, there will be excess inventory. In order to secure inventory, we may make advance payments to suppliers, or we may enter into non-cancelable commitments with vendors. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete inventory, which could adversely affect our gross margin.

Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.

Any change in the preferences of our potential customers that we fail to anticipate could reduce the demand for the pet supplies and various pet-related merchandise we intend to sell. Decisions about our focus and the specific products we plan to offer will often be made in advance of entering the marketplace. Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our proposed products and lower profit margins.

Pet Express Supply may lose its top management without employment agreements.

Our operations depend substantially on the skills and experience of Renea Yamada and Diane L. Egger, our directors and officers. We have no other full- or part-time employees besides these individuals. Furthermore, we do not maintain key man life insurance on either of these two individuals. Without employment contracts, we may lose either or both of our officers and directors to other pursuits without a sufficient warning and, consequently, go out of business.

Both of our officers and directors are involved in other business opportunities and may face a conflict in selecting between our company and their other business interests. In the future, either Mrs. Yamada or Mrs. Egger may also

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become involved in other business opportunities. We have not formulated a policy for the resolution of such conflicts. If we lose either or both of Mrs. Yamada and Mrs. Egger to other pursuits without a sufficient warning we may, consequently, go out of business.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Certain Nevada corporation law provisions could prevent a potential takeover, which could adversely affect the market price of our common stock.

We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors.

The costs and expenses of SEC reporting and compliance may inhibit our operations.

After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The costs of complying with such requirements may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

You may not be able to sell your shares in our company because there is no public market for our stock.

There is no public market for our common stock. The majority of our issued and outstanding common stock, 98.9%, is currently held by Mrs. Renea Yamada, an officer, director and employee. Therefore, the current and potential market for our common stock is limited. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.

If our stock ever becomes tradable, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

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Investors may have difficulty liquidating their investment because our stock will be subject to penny stock regulation.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

Investors in this offering will bear a substantial risk of loss due to immediate and substantial dilution

Renea Yamada, who serves as our President and director, acquired 5,000,000 shares of our common stock at a price per share of $0.001. Upon the sale of the common stock offered hereby, the investors in this offering will experience an immediate and substantial “dilution.” Therefore, the investors in this offering will bear a substantial portion of the risk of loss. Additional sales of our common stock in the future could result in further dilution. Please refer to “Dilution” on page 12.

All of our issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

All of the presently issued and outstanding shares of common stock, aggregating 5,055,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. Sales of shares by our shareholders, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of our common stock in any market that might develop.

Special note regarding forward-looking statements

This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar

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expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Use of Proceeds

A portion of the shares being registered in this registration statement (405,000 shares) are held by the selling shareholders and are underlying warrants to purchase common stock by a selling shareholder. The selling security holders will receive the net proceeds from the resale of their shares. We will not receive any of the proceeds from the sale of these shares, although we have agreed to pay the expenses related to the registration of such shares. We will receive gross proceeds of $38,500 if the holder of the warrants exercises all the warrants for cash. All proceeds received upon exercise of all the warrants will be used for general working capital.

PES is offering for sale to the public up to 1,000,000 shares of its common stock, the net proceeds of which will be retained by PES. Without realizing the minimum offering proceeds of $35,000, we will not be able to commence planned operations and implement our business plan. The table below lists intended uses of proceeds indicating the amount to be used for each purpose and the priority of each purpose, if all of the securities are not sold. The timing of the use of proceeds will be in our sole discretion.

	Minimum			50% of Maximum			75% of Maximum			Maximum
	$	%		$	%		$	%		$	%
OFFERING PROCEEDS	35,000	100.00	%	50,000	100.00	%	75,000	100.00	%	100,000	100.00	%
OFFERING EXPENSES(1)
Total offering expenses	0	0.00	%	0	0.00	%	0	0.00	%	0	0.00	%
Net proceeds from offering	35,000	100.00	%	50,000	100.00	%	75,000	100.00	%	100,000	100.00	%
USE OF NET PROCEEDS
Repayment of liabilities	19,000	54.29	%	19,000	38.00	%	19,000	25.33	%	19,000	19.00	%
Professional fees	9,500	27.14	%	10,000	20.00	%	15,000	20.00	%	20,000	20.00	%
Advertising & marketing	2,500	7.14	%	4,000	8.00	%	8,000	10.67	%	16,000	16.00	%
Inventory	4,000	11.43	%	6,000	12.00	%	8,000	10.67	%	12,000	12.00	%
Office equipment	0	0.00	%	0	0.00	%	2,000	2.67	%	2,000	2.00	%
Office supplies	0	0.00	%	0	0.00	%	750	1.00	%	1,500	1.50	%
Website services	0	0.00	%	2,000	4.00	%	3,000	4.00	%	6,000	6.00	%
Working capital	0	0.00	%	9,000	18.00	%	19,250	25.67	%	23,500	23.50	%
Total use of net proceeds	35,000	100.00	%	50,000	100.00	%	75,000	100.00	%	100,000	100.00	%

1. The offering expenses will be paid by us using funds borrowed from in a debt offering conducted by us on August 23, 2006. For details, see “Management’s Discussion and Plan of Operation” on page 23.

2. The category of General Working Capital may include printing costs, postage, telephone services, overnight services and other operating expenses.

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Determination of Offering Price

The selling shareholders may sell at a price of $0.10 per share until the shares are quoted on the OTC Bulletin Board® or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. To date, no effort has been made to obtain listing on the OTC Bulletin Board or any national stock exchange or association. We have not approached any broker/dealers with regard to assisting us to apply for such listing. There can be no assurance that we will obtain listing on the OTC Bulletin Board.

With respect to the sale of up to 1,000,000 shares or our common stock by us, the offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. As there is no public market in the shares, we used the price of $0.10 per share, which is what the selling shareholders had paid for their shares, as the benchmark offering price. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop and continue or that the securities will ever trader at a price higher than the offering price.

Dilution

Investors will realize an immediate dilution in the net tangible book value in the shares purchased. “Dilution” represents the difference between the offering price and the net book value per share of common stock immediately after completion of the offering by the company. “Net Book Value” is the amount that results from subtracting the total liabilities of Pet Express Supply, Inc. from total assets. In this offering, the level of dilution is substantial as a result of the low book value of PES’ issued and outstanding stock and on a fully diluted basis, assuming the exercise of all warrants.

The following table illustrates the dilution to the purchasers of the shares in this offering, assuming the warrants have not been exercised:

	Assuming the sale by PES of:
	Minimum Offering			Maximum Offering
Offering price per share	$	0.10		$	0.10
Net tangible book value per share per share before offering	$	0.0002		$	0.0002
Increase attributable to existing shareholders	$	0.0065		$	0.0165
Net tangible book value per share per share after offering	$	0.0066		$	0.0167
Per share dilution	$	0.0933		$	0.0833
Dilution %		93.35	%		83.33	%

The following table illustrates the dilution to the purchasers of the shares in this offering, assuming all the warrants have been exercised:

	Assuming the sale by PES of:
	Minimum Offering			Maximum Offering
Offering price per share	$	0.10		$	0.10
Net tangible book value per share per share before offering	$	0.0073		$	0.0073
Increase attributable to existing shareholders	$	0.0056		$	0.0145
Net tangible book value per share per share after offering	$	0.0129		$	0.0218
Per share dilution	$	0.0871		$	0.0782
Dilution %		87.07	%		78.23	%

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Selling Security Holders

The following table sets forth (i) the number of outstanding shares, beneficially owned by the selling stockholders prior to the offering; (ii) the aggregate number of shares offered by each such stockholder pursuant to this prospectus; and (iii) the amount and the percentage of the class to be owned by such security holder after the offering is complete:

Name of Owner of Common Stock	Number of Shares Owned before the Offering		Number of Shares Offered by Selling Shareholders	Number of Shares Owned after the Offering	Percentage of Shares Owned after the Offering(1)
Scott Chadwick	25,000	(2)	25,000	0	0.00	%
Diane L. Egger(3) (4)	10,000	(2)	10,000	0	0.00	%
Stephen A. Egger(4)	10,000	(2)	10,000	0	0.00	%
Dawn Yamada(5)	10,000	(2)	10,000	0	0.00	%
Lynn Cole Capital	350,000	(6)	350,000	0	0.00	%
Total (5 persons)	405,000		405,000	0	0.00	%

Notes:

1. Assumes the offering of all 405,000 offered for sale by the selling stockholders in this registration statement, of which this prospectus is a part.

2. In March 2006, we sold 55,000 shares of our common stock to the four selling shareholders listed above. The shares were issued at a price of $0.10 per share for total cash in the amount of $5,500. The shares bear a restrictive transfer legend. This March 2006 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Pet Express Supply, Inc., including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows.

3. Diane Egger is the Treasurer and a director of Pet Express Supply, Inc.

4. Diane Egger and Stephen Egger are married. Stephen Egger is the brother of Renea Yamada, President and director of Pet Express Supply, Inc.

5. Dawn Yamada is the sister-in-law of Renea Yamada, the President and a director of Pet Express Supply, Inc.

6. On August 23, 2006, we conducted a private offering of debt securities. In connection with the debt offering, the note holder, Lynn Cole Capital, was issued warrants to purchase up to 350,000 shares of our common stock for an aggregate purchase price of $38,500 or $0.11 a share.

None of the selling stockholders is a broker/dealer or an affiliate of a broker/dealer.

Plan of Distribution

There is no public market for our common stock. Our common stock is currently held amongst a small community of shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot

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guarantee that a meaningful trading market will develop. Pet Express cannot guarantee that a meaningful trading market will develop.

If the stock ever becomes tradable, the trading price of Pet Express’ common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond Pet Express’ control. As a result, investors may be unable to sell their shares at or greater than the price they are being offered at.

Offering by the Selling Stockholders

The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.10 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. The selling stockholders may use broker/dealers to sell their shares. The broker/dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares.

The selling stockholders may transfer the shares by means of gifts, donations and contributions. This prospectus may be used by the recipients of such gifts, donations and contributions to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information. Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.

The selling stockholders may offer their shares at various times in one or more of the following transactions:

1. In the over-the-counter market;

2. On any exchange on which the shares may hereafter be listed;

3. In negotiated transactions other than on such exchanges;

4. By pledge to secure debts and other obligations;

5. In connection with the writing of non-traded and exchange-traded call options, in hedge transactions, in covering previously established short positions and in settlement of other transactions in standardized or over-the-counter options; or

6. In a combination of any of the above transactions.

Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.

Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions received by such broker/dealers and any profits realized on the resale of shares by them may be considered underwriting discounts and commissions under the Securities Act. The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act.

The selling stockholders will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act, which may limit the timing of purchases and sales of the shares by the selling stockholders. Furthermore, under Regulation M under the Exchange Act, any person engaged in the distribution or the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.

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The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them. The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus. We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.

Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, price, manner and size of each with the distribution of the shares. There is no assurance, therefore, that the selling stockholders will sell any or all of the shares. In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby.

Offering by Pet Express Supply, Inc.

Pet Express Supply, Inc. is offering up to 1,000,000 shares of common stock on a best efforts basis utilizing the efforts of Mrs. Renea Yamada, our President and director. Potential investors include family, friends and acquaintances of Mrs. Yamada. The intended methods of communication include, without limitation, telephone and personal contact. In her endeavors to sell this offering, Mrs. Yamada does not intend to use any mass advertising methods such as the Internet or print media.

Funds received by the sales agent in connection with sales of our securities will be transmitted immediately into our escrow account until the minimum sales threshold is reached. There can be no assurance that all, or any, of the shares will be sold.

Mrs. Yamada will not receive commissions for any sales she originates on our behalf. We believe that Mrs. Yamada is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934. In particular, Mrs. Yamada:

1. Is not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of their participation; and

2. Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3. Is not an associated person of a broker or dealer; and

4. Meets the conditions of the following:

a. Primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and

b. Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

c. Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

Our officers and directors may not purchase any securities in this offering.

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There can be no assurance that all, or any, of the shares will be sold. As of the date of this prospectus, PES has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if PES were to enter into such arrangements, PES will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which PES has complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of the date of this prospectus, PES has not identified the specific states, where the offering will be sold. PES will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

The proceeds from the sale of the shares in this offering will be payable to William F. Doran Trust Account fbo Pet Express Supply (“Escrow Account”). All subscription agreements and checks should be delivered to William F. Doran. Failure to do so will result in checks being returned to the investor, who submitted the check. All subscription funds will be held in the Escrow Account pending achievement of the minimum offering and no funds shall be released to PES until such a time as the minimum proceeds are raised. The escrow agent will continue to receive funds and perform additional disbursements until either the maximum offering is achieved or a period of 180 days from the effective date of this offering, whichever event happens first. Thereafter this agreement shall terminate. If the minimum offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The offering will not be extended beyond 180 days from the effective date of this registration statement, of which this prospectus is a part. The fee of the Escrow Agent is $500.00. (See Exhibit 99(a).)

Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99(b)) and sending it together with payment in full to William Doran, Attorney at Law, 1717 E. Bell Road, Suite 1, Phoenix, AZ 85022. All payments must be made in United States currency either by personal check, bank draft, or cashiers check. There is no minimum subscription requirement. An investors’ failure to pay the full subscription amount will entitle PES to disregard the investors’ subscription. All subscription agreements and checks are irrevocable. We reserve the right to either accept or reject any subscription. Any subscription rejected within this 30-day period will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

Legal Proceedings

Our officers, directors and employees have not been convicted in a criminal proceeding, exclusive of traffic violations.

Our officers, directors and employees have not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

Our officers, directors and employees have not been convicted of violating a federal or state securities or commodities law.

There are no pending legal proceedings against us.

No director, officer, significant employee or consultant of Pet Express Supply, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

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Directors, Executive Officers, Promoters and Control Persons

Directors are elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. Officers are appointed by the Board of Directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus:

Name	Age	Position	Period of Service(1)
Renea Yamada (2)	43	President, CEO and Director	August 2006 – 2007
Diane L. Egger (2)	42	Treasurer and Director	August 2006 – 2007

Notes:

1. Our directors will hold office until the next annual meeting of the stockholders, which shall be held in August of 2007, and until successors have been elected and qualified. Our officers were appointed by our directors and will hold office until she resigns or is removed from office.

2. Both Mrs. Yamada and Mrs. Egger have obligations to entities other than Pet Express. We expect both of these individuals to spend approximately 10-20 hours per week on our business affairs. At the date of this prospectus, Pet Express is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Background of Directors, Executive Officers, Promoters and Control Persons

Renea Yamada, President: Mrs. Yamada has been involved in retail management for 28 years. From 1977-1984 and from 1997 to the present, she is the retail manager for Eggers Better Meat, in Spokane, Washington, where she is in charge of customer relations, donations and advertising, as well as managed personnel, scheduling and payroll. In addition, she cut, prepared and packaged meat products and delivered items to customers. From 1992-1994, Mrs. Yamada was a sales associate and retail manager for Robinson May Company in Phoenix, Arizona, where she managed inventory control and stocking, as well as resetting product displays. Between 1994 and 1996, she was an administrative assistant with Concord Confections in Phoenix, Arizona, ordering product and handling all office functions. From 1996 to 1997, Mrs. Yamada started and operated Eggers Produce in Spokane, Washington. Mrs. Yamada ran significantly all operations from inventory management to selling produce to customers.

Diane L. Egger, Treasurer: Mrs. Egger has been involved in retail sales management for 23 years. From 1999 to the present, she is a department manager for Pumpkin Patch Grocery and Liquor, in Spokane, Washington, where she is in charge of setting sales goals, establishing new accounts, merchandizing, purchasing, inventory control, and employee training. From 1993 to 1999, Mrs. Eggers was a supply clerk at Sacred Heart Medical Center in Spokane, Washington, where she was in charge of purchasing, and inventory control. Between 1990 and 1993, she was a Quality Control Inspector at Miles Lavatories Holistersteer in Spokane, Washington, tracking sales and maintaining detailed product quality records and reports. From 1990-1989, Mrs. Egger was a Department Manager overseeing and responsible for the management of three departments and the employees assigned to each department at Portland Food 4 Less in Portland Oregon.

Family Relationships

Renea Yamada and Diane Egger are sisters-in-law.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of Pet Express Supply, Inc.’s common stock by all persons known by Pet Express to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to Pet Express’ knowledge, either sole or majority voting and investment power.

Title Of Class	Name, Title and Address of Beneficial Owner of Shares(1)	Amount of Beneficial Ownership(2)	Percent of Class
			Before Offering(3)	After Offering(4)
Common	Renea Yamada, President, Secretary and CEO	5,000,000	92.51%	78.06%
Common	Diane Egger, Treasurer	10,000	0.18%	0.00%(5)
	All Directors and Officers as a group (2 persons)	5,010,000	92.69%	78.06%(5)

Notes:

1. The address for Renea Yamada and Diane Egger is c/o Pet Express Supply, Inc., 5219 S. Pittsburg St., Spokane, WA 99223.

2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

3. Assumes the exercise of all of the warrants to purchase 350,000 shares of our common stock.

4. Assumes the sale of the maximum amount of this offering (405,000 shares of common stock by the selling shareholders and up to 1,000,000 shares by Pet Express). The aggregate amount of shares to be issued and outstanding, assuming a maximum offering is 6,405,000.

5. Diane Egger is a selling stockholder, registering for sale 10,000 shares of PES.

Description of Securities

Pet Express Supply, Inc.’s authorized capital stock consists of 100,000,000 shares of a single class of common stock, having a $0.001 par value.

The holders of Pet Express’ common stock:

1. Have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by Pet Express’ Board of Directors;

2. Are entitled to share ratably in all of Pet Express’ assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of Pet Express’ affairs;

3. Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

4. Are entitled to one vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain

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national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

We have no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock. The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the law of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

Non-Cumulative Voting

Holders of shares of Pet Express Supply, Inc.’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of Pet Express’ directors.

Cash Dividends

As of the date of this prospectus, Pet Express Supply, Inc. has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of Pet Express’ board of directors and will depend upon Pet Express’ earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. It is the present intention of Pet Express not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in Pet Express’ business operations.

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Reports

1. After this offering, we expect to furnish our shareholders with audited annual financial reports certified by our independent accountants.

2. After this offering, we intend to file periodic and current reports required by the Securities Exchange Act of 1934 with the Securities and Exchange Commission to maintain the fully reporting status.

3. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

Interest of Named Experts and Counsel

Legal Matters

The validity of the shares of common stock that we are registering hereby will be passed upon for us by Randy Brumbaugh, Esq., Glendora, California, who holds no interest in our common stock.

Experts

Beckstead & Watts, LLP, independent registered public accounting firm, have audited our financial statements at December 31, 2005, as set forth in his report. We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Beckstead & Watts, LLP’s report, given on their authority as experts in accounting and auditing.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Indemnification of Directors and Officers

Pet Express Supply, Inc.’s Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer. See Item 24 “Indemnification of Directors and Officers,” on page 50.

The Securities and Exchange Commission’s Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Organization Within Last Five Years

Pet Express Supply, Inc. was incorporated in Nevada on September 11, 2003, under the name GPP Diversified, Inc. Subsequently, on November 9, 2005, we changed our name to Pet Express Supply, Inc.

Renea Yamada serves as our President and Director and Diane Egger serves as our Treasurer and Director.

Please see “Recent Sales of Unregistered Securities” on page 50 for our capitalization history.

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Description of Business

Business Development and Summary

Pet Express Supply, Inc. was incorporated in the State of Nevada on September 11, 2003. We are a development stage company that plans to become an on-line retailer of pet supplies. We have initiated our development and start-up activities, but have not commenced planned principal operations. As of the date of this prospectus, we have generated no revenues. Our operations to date have been devoted to the following:

1. Formation of the Company,

2. Obtaining capital through sales of our common stock,

3. Establishing our presence on the Internet at www.petexpresssupply.com and

4. Began preliminary planning and design of our website.

Our administrative office is located at 5219 S. Pittsburg St., Spokane, WA 99223.

Our fiscal year end is December 31.

Business of Issuer

Principal Products and Principal Markets

Pet Express Supply is attempting to establish itself as an online retailer of pet supplies. We have reserved the domain www.petexpresssupply.com, which will serve as our base of operations and the sole method through which we will realize sales. The site is anticipated to be our primary store-front, through which we will market, sell and distribute all merchandise. Currently, the site is in development and has not been published. A portion of the proceeds from the offering contemplated in this prospectus, is allocated to developing and establishing our Internet presence. Once the website is enabled as a sales channel, it will be expected to serve as our primary method of generating sales. Until we publish our website, we will be unable to begin to generate revenues.

Our target market consists of discriminating feline and canine owners seeking unique products not typically found in the larger pet “superstores.” Our management believes that there exists a niche market of individuals who have a fair amount of discretionary disposable income and treat their pets like family. These individuals tend to purchase toys, clothing and accessories much like a person would for their children.

We plan to assist in the pampering of these pets by offering a flexible product mix of unique and diverse items. Although we have not identified any specific products to sell, we plan to cover the basic product categories, as follows:

Apparel	Bedding	Carriers
Chews	Feeding Accessories	Grooming
Harnesses and Leashes	Healthcare	I.D. Tags
Specialty Foods	Toys	Treats

There are virtually limitless products marketed to consumers in the pet supplies industry. We believe it is not feasible to attempt to accumulate a large inventory of units across hundreds or even thousands of items. For instance, competitors such as Petsmart and Petco stock in excess of 20,000 SKUs. In contrast, we seek to offer a narrow selection of products from both small, specialty manufacturers, as well as larger, established companies. Our goal is to offer a variety of unique items alongside well-known popular products.

As we are still in the development stage, we do not have any saleable inventory and have not yet identified any manufacturers or suppliers. We intend to evaluate the merits of stocking products on an item-by-item basis. All merchandising activities will be undertaken by Renea Yamada, our President.

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In addition, strategic alliances are expected to play an important role in generating brand awareness, while allowing us to capitalize on the larger product offerings of other companies. We are in the process of identifying companies with vendor and affiliate programs that will allow us to either list and sell their existing real-time inventory on our website or earn commissions based upon sales effected from our website.

Distribution Methods of the Products

We are currently in the process of establishing a base of operations in the pet supplies industry. We are designing a website that will be published at www.petexpresssupply.com, which will serve as our store-front and primary means of generating sales.

We have no methods of distribution in place, nor do we have any merchandise to distribute. However, it is anticipated that when we are required to fulfill customer orders, we will use general parcel services such as United Parcel Service, DHL and Federal Express.

Industry Background and Competition

The market for pet products is very competitive, highly fragmented and is characterized by pricing pressures, quality of customer service, breadth and depth of product selection, as well as convenience, reliability and accessibility. Our competitors can be divided into several groups: (a) online stores that sell pet products such as Pets.com and Petopia.com; (b) superstore retailers of pet products like Petsmart and Petco; (c) specialty pet retailers like Three Dog Bakery and small regional or singular locations; (d) mass market retailers such as Wal-Mart; (e) supermarkets and grocery stores similar to Albertsons; (f) warehouse clubs like Costco; and (g) mail order suppliers of pet products like Dog.com.

We compete generally for the disposable income of pet owners. Although we plan to focus on the specialty, boutique niche in the pet supply market, there exist significantly similar, and often competitively priced, merchandise sold by numerous competitors of varying sizes. We are a start-up company without a base of operations and lacking an ability to generate sales. As such, our competitive position is unfavorable in the general marketplace. Unless we implement our planned operations and begin to generate revenues, we will not be able to maintain our operations.

Significantly all of our current and potential traditional store-based and online competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Our competitors may be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory availability policies than we can. Traditional store-based retailers also enable customers to see and feel products in a manner that is not possible over the Internet. Many of these current and potential competitors can devote substantially more resources to Web site and systems development than we can. In addition, larger, more well-established and financed entities may acquire, invest in or form joint ventures with online competitors or pet supply retailers as the use of the Internet and other online services increases.

Need for Government Approval of Principal Products

We are not aware of the need to obtain governmental approval for any aspect of our operations.

Effect of Existing or Probable Governmental Regulations

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to retailing or electronic commerce. We do not currently provide individual personal information regarding our users to third parties and we currently do not identify registered users by age, nor do we expect to do so in the foreseeable future. The adoption of additional privacy or consumer protection laws could create uncertainty in Web usage and reduce the demand for our products and services or require us to redesign our web site.

In addition to regulations applicable to businesses generally, we are regulated by federal, state or local governmental agencies with respect to the shipment of pet food and pet products. We expect to rely upon our potential suppliers to meet the various regulatory and other legal requirements applicable to products that will be supplied by them to us.

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However, we guarantee that such suppliers have in the past, or will in the future, always do so, or that their actions will be adequate or sufficient to satisfy all governmental requirements that may be applicable to these sales. We would be fined or exposed to civil or criminal liability, and we could receive potential negative publicity, if these requirements were not to be fully met by suppliers or by us directly.

Number of total employees and number of full time employees

PES is currently in the development stage. During the development stage, we plan to rely exclusively on the services of Renea Yamada, President and director, and Diane Egger, our Treasurer and director, to set up our business operations. Both Mrs. Yamada and Mrs. Egger currently work for us on a part-time basis and each expect to devote approximately 10-20 hours per week to our business, or as needed. There are no other full- or part-time employees. We believe that our operations are currently on a small scale that is manageable by these individuals.

Reports to Security Holders

1. After this offering, we will furnish our shareholders with audited annual financial reports certified by our independent accountants.

2. After this offering, we will file periodic and current reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status.

3. The public may read and copy any materials Pet Express Supply, Inc. files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

Management’s Discussion and Plan of Operation

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

Management’s Discussion

Pet Express Supply, Inc. was incorporated in Nevada on September 11, 2003, under the name GPP Diversified, Inc. Subsequently, on November 9, 2005, we changed our name to Pet Express Supply, Inc. PES is a startup and has not yet realized any revenues. Our efforts have focused primarily on the development and implementation of our business plan. No development related expenses have been or will be paid to affiliates of PES.

During the six month period ended June 30, 2006, we did not generate any revenues, and incurred a net loss of $1,104, attributable to $148 in depreciation expense recognized from our computer equipment and $956 in general and administrative expenses related to the cost of developmental activities. During the six months ended June 30, 2005, we did not generate any revenues and did not incur any expenses, as we were did not conduct any operations in pursuit of our business plan.

From our inception to June 30, 2006, we generated no revenues, while experiencing an aggregate net loss of $9,764. The cumulative net loss was attributable, in part, to depreciation expense of $148 related to our computer equipment. We also incurred $9,616 in general and administrative expenses related to the costs of start-up operations, of which $5,000 was paid to Renea Yamada, a related party, in the form of 5,000,000 shares of common stock issued for services rendered.

We believe that our cash on hand as of June 30, 2006 in the amount of $845 is not sufficient to maintain our current minimal level of operations for the next approximately 12 months. We are seeking to raise a minimum of $35,000 and a maximum of $100,000 in a public offering of our common stock. It is anticipated that we will be able to initiate establishing a base of operations with at least the minimum amount sought in this offering. In the event we are unable to raise at least the minimum amount of $35,000, we may be unable to conduct any operations and may consequently go out of business. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

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On August 23, 2006, we secured bridge loan financing in an effort to sustain our operations for the next six months. We are able to borrow in increments of $2,500, up to an aggregate of $17,500. The loan bears an interest rate of 10% per annum. The total amount borrowed, along with any accrued interest, is due December 31, 2007 and may be paid in part or in full at any time prior to that date without penalty. In the event we are able to raise at least the minimum gross proceeds of $35,000 in our public offering, all principal and interest accrued thereupon will be due immediately. As of August 23, 2006, we borrowed a total of $5,000. We cannot guarantee that we will be able to repay any amount borrowed. If we fall into default on this loan, we may be unable to extend our repayment date or obtain sufficient funds to satisfy the debenture.

In connection with the debt offering, the note holder was issued warrants to purchase 350,000 shares of our common stock. The aggregate purchase price is $38,500, or $0.11 per share. Assuming the exercise of all of the warrants, we intend to use the gross proceeds of $38,500 for general working capital. However, we cannot assure you that the warrant holder will exercise any of the warrants.

In addition to raising capital through sales of our equity and debt securities, generating sales in the next six to 12 months is important to support our planned ongoing operations. However, we cannot guarantee that we will generate any such sales. If we do not generate sufficient revenues and cash flows to support our operations over the next 12 to 18 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.

Plan of Operation

We seek to establish ourselves as an online retailer of pet supplies. In order to commence our planned principal operations, we must publish our website and identify and contact potential manufacturers and suppliers of pet products. Our management designates the following as our priorities for the next six to 12 months:

1. Establish our Internet presence: We believe that developing a website is critical to reaching prospective customers and generating awareness of our brand and proposed product offerings. We have reserved the domain name www.petexpresssupply.com and are working to develop content for the web site. Once operational, the site will serve as our base of operations and the sole method through which we will realize sales. Our website is not currently functional. We anticipate having our website operational within three months of attaining the minimum proceeds from this offering.

2. Identify pet product manufacturers and suppliers: Our business model is to sell pet supplies to consumers. In order to obtain saleable merchandise, we must identify potential manufacturers and suppliers of pet products. Our President, Renea Yamada, intends to identify potential suppliers through Internet searches, recommendations from pet owners and shopping at competitors’ website and stores. We intend to initiate our research efforts within the next one to two months from the date of this registration statement, of which this prospectus is a part. To date, we have not identified or contacted any manufacturers or suppliers.

3. Develop and implement an Internet marketing strategy: Approximately one month after publishing our website and within six months following this offering, we expect to develop and implement a promotional

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strategy to generate awareness of our brand and drive traffic to our proposed web site. Our current plan is to develop and implement a marketing plan by utilizing search engine placement and keyword submission optimization services to increase the visibility of our website to our target market. However, we expect to continuously assess new marketing strategies; thus, we cannot predict whether the actual marketing and advertising efforts we implement will remain in its current form or not. To date, we have not developed or implemented any marketing strategy.

4. Pursue strategic alliances: Our management believes that strategic alliances, in the form of advertising or affiliate programs, could provide us with supplement income and generate brand awareness. It is our goal to enroll in programs that are free to participate. We plan to investigate the feasibility of these programs beginning within two months from the date our website becomes operational. We have not yet identified or contacted any companies with advertising or affiliate programs.

Our cash on hand as of June 30, 2006, in the amount of $845, is not sufficient to finance our objectives. As a result, we are seeking to raise a minimum of $35,000 and a maximum of $100,000 in a public offering of our common stock. There are no formal or informal agreements to attain such financing and can not assure you that any financing can be obtained. No alternative sources of funds are available to us in the event we do not raise adequate proceeds from this offering. If we are unable to raise at least the minimum proceeds, we will not be able to implement any of our proposed business activities and may be forced to cease operations.

On August 23, 2006, we secured bridge loan financing in an effort to sustain our operations for the next six months. We are able to borrow in increments of $2,500, up to an aggregate of $17,500. The loan bears an interest rate of 10% per annum. The total amount borrowed, along with any accrued interest, is due December 31, 2007 and may be paid in part or in full at any time prior to that date without penalty. In the event we are able to raise at least the minimum gross proceeds of $35,000 in our public offering, all principal and interest accrued thereupon will be due immediately. As of August 23, 2006, we borrowed a total of $5,000. We cannot guarantee that we will be able to repay any amount borrowed. If we fall into default on this loan, we may be unable to extend our repayment date or obtain sufficient funds to satisfy the debenture. We anticipate using the debt financing as follows:

	$	%
MAXIMUM AMOUNT OF LOAN	17,500	100.00	%
Expenses related to the public offering
Transfer agent fees	500	2.86	%
Professional fees	3,000	17.14	%
SEC registration fees	100	0.57	%
Total expenses related to the public offering	3,600	20.57	%
Operating expenses
Office equipment	3,000	17.14	%
Office supplies	500	2.86	%
Website services	4,000	22.86	%
Working capital	6,400	36.57	%
Total operating expenses	13,900	79.43	%
Total use of loan	17,500	100.00	%

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We plan to use the loan to cover the expenses related to the offering registered in this registration statement, of which this prospectus is a part. We expect these expenses to amount to approximately $3,600, which is comprised of transfer agent, professional and SEC registration fees. The funds from the loan are also expected to support our developmental activities until we are able to raise at least the minimum proceeds in our public offering of common stock being registered hereby. PES believes that using a minimum of $4,000 for web site development will be satisfactory to establish and keep our website, www.petexpresssupply.com, operational over the next 12 months. The site is expected to be fully functional but may have limited graphic appearance and depth. We also plan to spend approximately $3,000 on office equipment such as computers and printers, as well as $500 on basic office supplies. The balance of the loan available to us, $6,400, is anticipated to provide us with general working capital to cover unforeseen expenditures.

In connection with the debt offering, the note holder was issued warrants to purchase 350,000 shares of our common stock. The aggregate purchase price is $38,500, or $0.11 per share. Assuming the exercise of all of the warrants, we intend to use the gross proceeds of $38,500 for general working capital. However, we cannot assure you that the warrant holder will exercise any of the warrants.

We believe that the proceeds of the minimum offering will be sufficient to satisfy the start-up and operating requirements for the next 12 months. The table below illustrates the financing needs and anticipated sources of funds for the elements of our business plan that constitute top priorities. Each material event or milestone listed in the table below will be required until revenues are generated. These milestones are expected to be in place in the first six months after funding.

	Use of Proceeds Line Item	Minimum Offering	Maximum Offering
Establish Internet presence	Website services	$4,000 from bridge loan	$ 6,000
Purchase inventory of pet supplies	Inventory	$4,000	$12,000
Develop Internet marketing strategy	Advertising & marketing	$2,500	$16,000

Depending on the outcome of this offering, PES foresees one of the following basic scenarios:

Plan 1: Minimum Offering.

If PES raises only the minimum of $35,000 in this offering, then PES believes it will be able to execute its business plan adequately and operate as a going concern. PES does not expect to generate revenue in the first six months of operation from the date the first funds are received from escrow. $19,000, or 54%, of the gross offering proceeds, will be used to repay our accounts payable and bridge loan outstanding.

In the event this registration statement goes effective with the SEC, we will be required to file certain periodic and other reports, for which we have budgeted spending $9,500. This amount includes accounting, legal and professional fees related to filing quarterly and annual reports through December 31, 2007. All statements are to be filed in applicable periodic reports with the SEC in accordance with Item 310 of Regulation S-B.

Within the first three to six months of receiving the minimum gross offering proceeds, we expect to begin purchasing saleable inventory of pet supplies in the amount of $4,000. We intend to evaluate the merits of stocking products on an item-by-item basis. All merchandising activities will be undertaken by Renea Yamada, our President.

The minimum of $2,500 allocated for marketing will be focused on online advertising and increasing Internet exposure and traffic and brochures and mailings. PES has identified a handful of online advertising products offered by Microsoft bCentral and Google AdWords that fit our allocated budget and support the business goals and objectives in the event only the minimum is raised in this offering. Although a plan of operations has not been developed dedicating the funds to any specific software/service(s), some of the services the Company is considering are “Guaranteed Traffic Banner Advertising”, “Site Optimization and Search Engine Submissions,” and an “Online Business Listing,” all of these products are offered by Microsoft bCentral.

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PES believes that using a minimum of $6,000 for web site development will be satisfactory to establish and keep our website, www.petexpresssupply.com, operational over the next 12 months. The site is expected to be fully functional but may have limited graphic appearance and depth. PES’ working capital as addressed in use of proceeds will be kept at a minimum of $5,000.

Plan 2: 50% of the Maximum Offering.

In the event PES raises $50,000, 50% of the maximum offering, PES does not expect to generate revenue in the first six months of operation from the date the first funds are received from escrow. We have allocated additional funds to inventory and advertising costs with the goal of accelerating the implementation of our business plan. We plan to use $2,000 to increase the functionality of our website and to enhance the graphic appearance of the website. The remaining $9,000 will be kept in reserve for unforeseen expenses and/or opportunities. Growth of the company should not be adversely impacted. In the event sufficient sales are not generated in the first six to eight months, the company’s growth could be slower than anticipated.

Plan 3: 75% of the Maximum Offering.

In the event PES raises $75,000, 75% of the maximum offering, PES does not expect to generate revenue in the first six months of operation from the date the first funds are received from escrow. We expect to purchase significantly more inventory than we would have under a minimum offering, $8,000 as opposed to $4,000. Management will also increase our advertising budget to $8,000 to implement and expand our online advertising efforts. Our management believes the increased advertising budget is required to generate sales to turn over the greater amount of inventory we plan to purchase. We will continue to expand the look and feel of our website, and we have allocated $3,000 to do so. Our management believes the cost of being a reporting company will rise as our business activity increases. As a result, we have allocated $15,000 to cover professional fees related to satisfying our public reporting requirements. We seek to purchase additional office equipment and supplies. The remaining $19,250 will be kept in reserve for unforeseen expenses and/or opportunities. This funding level should be more than sufficient to execute the business plan and growth strategy in full. Our growth should not be adversely impacted at this level of funding.

Plan 4: Maximum Offering.

In the event PES raises the maximum of $100,000, PES does not expect to generate revenue in the first six months of operation from the date the first funds are received from escrow. We expect all aspects of our business to cost more and have budgeted, accordingly. We have allocated $12,000 toward purchasing saleable inventory. We will also spend $6,000 on improving our Internet site, as well as $16,000 on marketing efforts to drive consumers to our site. We have set aside $20,000 to take care of professional fees related to being a public reporting company. We seek to purchase additional office equipment and supplies. The remaining $23,500 will be kept in reserve for unforeseen expenses and/or opportunities. This funding level should be more than sufficient to fully execute our business plan and growth strategy.

All use of proceeds figures represent our management’s best estimates and are not expected to vary significantly. However, in the event we incur or expect to incur expenses materially outside of these estimates, we intend to file an amended registration statement, of which this prospectus is a part of, disclosing the changes and the reasons for any revisions.

Our ability to commence operations is entirely dependent upon the proceeds to be raised in this offering. If we do not raise at least the minimum offering amount, we will be unable to establish a base of operations, without which we will be unable to begin to generate any revenues. The realization of sales revenues in the next 12 months is important for our plan of operations. However, we cannot guarantee that we will generate such growth. If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to stay in business.

We currently do not have any material contracts and or affiliations with third parties.

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Our officers and directors recognize that we are required to continuously file reports with the SEC and any exchange we may be quoted on, and understands the resultant increased costs of being a public reporting company. We believe that investors are more agreeable to invest in a company that intends to become a public company rather than to remain private with no foreseeable exit strategy for shareholders. Thus, we raised capital in a private placement offering completed in March 2006 with the intention of PES becoming a public reporting company. Our private investors held no influence on the decision to become a public company.

In addition, our officers and directors believe that a benefit of being a public company is the access to capital markets. We believe that if additional funds are required to finance our continuing operations, we may be able to obtain more capital by pursuing an offering of equity or debt securities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Description of Property

Pet Express Supply, Inc. uses office space at 5219 S. Pittsburg St., Spokane, WA 99223. Mrs. Renea Yamada, a director and shareholder, is providing the office space, located at Mrs. Yamada’s primary residence, at no charge to us. We believe that this arrangement is suitable given that our current operations are primarily administrative. We also believe that we will not need to lease additional administrative offices for at least the next 12 months. There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.

Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Certain Relationships and Related Transactions

In September 2003, we issued 5,000,000 shares of $0.001 par value common stock to Renea Yamada, an officer and director, in exchange for services performed valued at $5,000, related specifically to the formation and organization of our corporation, as well as setting forth a business plan and operational objectives.

Additionally, we use office space and services provided without charge by Mrs. Yamada.

In March 2006, we conducted a private placement offering of our common stock at a price of $0.10 per share to four individuals. Three of these four purchasers are related parties and are delineated in the table below:

Name	Relationship	Shares Purchased	Cash Paid
Diane Egger	Treasurer and director of the Company	10,000	$1,000
Steve Egger	Husband of Diane Egger, Treasurer and director of PES and brother of Renea Yamada, President and director of PES.	10,000	$1,000
Dawn Yamada	Sister-in-law of Renea Yamada, President and director of PES	10,000	$1,000

Market for Common Equity and Related Stockholder Matters

Market Information

As of the date of this prospectus, there is no public market in our common stock.

As of the date of this prospectus,

1. There are no outstanding options of warrants to purchase, or other instruments convertible into, common equity of Pet Express Supply, Inc.;

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2. There are currently 5,000,000 shares of our common stock held by Renea Yamada, an officer, director and employee, that are ineligible to be sold pursuant to Rule 144 under the Securities Act, none of which we have agreed to register for sale;

3. In the future, all 5,000,000 shares of common stock not registered under this Prospectus will be eligible for sale pursuant to Rule 144 under the Securities Act;

4. There are currently 10,000 shares of our common stock held by Diane Egger, an officer, director and employee, that are being registered in this registration statement; and

5. Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

Holders

As of the date of this prospectus, Pet Express Supply, Inc. has approximately 5,055,000 shares of $0.001 par value common stock issued and outstanding held by five shareholders of record. Our Transfer Agent is Madison Stock Transfer, Inc., 1688 E. 16th Street, Suite 7, Brooklyn, New York 11229, phone (718) 627-4453.

Dividends

Pet Express Supply, Inc. has never declared or paid any cash dividends on its common stock. For the foreseeable future, Pet Express intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including Pet Express’ financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Executive Compensation

Summary Compensation Table
	Annual Compensation				Long-Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen-sation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)	LTIP Payouts ($)	All Other Compen-sation ($)
Renea Yamada	2006	0	0	0	0	0	0	0
President	2005	0	0	0	0	0	0	0
	2004	0	0	0	0	0	0	0
	2003	0	0	0	5,000	0	0	0
Diane Egger	2006	0	0	0	0	0	0	0
Treasurer

Directors’ Compensation

Our director is not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses. We have no formal or informal arrangements or agreements to compensate our director for services he provides as a director of our company.

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Employment Contracts And Officers’ Compensation

Since our incorporation, we have not paid any compensation to our sole officer, director and employee. We do not have employment agreements. Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as we are cash flow positive.

Stock Option Plan And Other Long-Term Incentive Plan

We currently do not have existing or proposed option/SAR grants.

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Financial Statements

(a) Audited Financial Statements as of December 31, 2005

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(A Development Stage Company)

Balance Sheets

as of

December 31, 2005 and 2004

and

Statements of Operations,

Stockholders’ Equity, and

Cash Flows

For the years ended December 31, 2005 and 2004,

and from September 11, 2003 (Inception)

through

December 31, 2005

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TABLE OF CONTENTS

	PAGE
Independent Registered Public Accounting Firm Report	1
Balance Sheets	2
Statements of Operations	3
Statement of Changes in Stockholders’ Equity	4
Statements of Cash Flows	5
Footnotes	6

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Beckstead and Watts, LLP

Certified Public Accountants

2425 W Horizon Ridge Parkway

Henderson, NV 89052

702.257.1984 (tel)

702.362.0540 (fax)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Pet Express Supply, Inc. (formerly GPP Diversified, Inc.) (the “Company”) (A Development Stage Company), as of December 31, 2005 and 2004, and the related statements of operations, stockholder’s equity, and cash flows for the years then ended and from September 11, 2003 (Inception) to December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pet Express Supply, Inc. (formerly GPP Diversified, Inc.) (A Development Stage Company) as of December 31, 2005 and 2004, and the results of its operations and cash flows for the years then ended andfrom September 11, 2003 (Inception) to December 31, 2005, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had limited operations and have not commenced planned principal operations. This raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Beckstead and Watts, LLP

September 12, 2006

F1

35

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Balance Sheets

	December 31,
	2005			2004
Assets
Current assets:	$	—		$	—
	$	—		$	—
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,460		$	—
Total current liabilities		3,460			—
Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares
authorized, 5,000,000 shares issued and
outstanding as of 12/31/05 and 12/31/04		5,000			5,000
Additional paid-in capital		200			200
(Deficit) accumulated during development stage		(8,660	)		(5,200	)
		(3,460	)		—
	$	—		$	—

The accompanying notes are an integral part of these financial statements.

F2

36

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Statements of Operations

						September 11, 2003
	For the years ended					(Inception) to
	December 31,					December 31,
	2005			2004		2005
Revenue	$	—		$	—	$	—
Expenses:
General and administrative expenses		3,460			—		3,660
General and administrative expense-related party		—			—		5,000
Total expenses		3,460			—		8,660
(Loss) before provision for taxes		(3,460	)		—		(8,660	)
Provision for income taxes		—			—		—
Net (loss)	$	(3,460	)	$	—	$	(8,660	)
Weighted average number of
common shares outstanding - basic and fully diluted		5,000,000			5,000,000
Net (loss) per share-basic and fully diluted	$	—		$	—

The accompanying notes are an integral part of these financial statements.

F3

37

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Statement of Stockholders’ Equity

						(Deficit)
						Accumulated
				Additional		During			Total
	Common Stock			Paid-in		Development			Stockholders’
	Shares	Amount		Capital		Stage			Equity
September 2003
Founders shares
issued for services	5,000,000	$	5,000	$	—	$	—		$	5,000
September 2003
Donated capital	—		—		200		—			200
Net (loss)
For the period September 11, 2003 (inception) to December 31, 2003	—		—		—		(5,200	)		(5,200	)
Balance, December 31, 2003	5,000,000		5,000		200		(5,200	)		—
Net (loss)
For the year ended
December 31, 2004	—		—		—		—			—
Balance, December 31, 2004	5,000,000		5,000		200		(5,200	)		—
Net (loss)
For the year ended
December 31, 2005	—		—		—		(3,460	)		(3,460	)
Balance, December 31, 2005	5,000,000	$	5,000	$	200	$	(8,660	)	$	(3,460	)

The accompanying notes are an integral part of these financial statements.

F4

38

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Statements of Cash Flows

						September 11, 2003
	For the years ended					(Inception) to
	December 31,					December 31,
	2005			2004		2005
Cash flows from operating activities
Net (loss)	$	(3,460	)	$	—	$	(8,660	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services – related party		—			—		5,000
Changes in operating assets and liabilities:
Increase in accounts payable		3,460			—		3,460
Net cash (used) by operating activities		—			—		(200	)
Cash flows from financing activities
Donated capital		—			—		200
Net cash provided by financing activities		—			—		200
Net increase (decrease) in cash		—			—		—
Cash – beginning		—			—		—
Cash – ending	$	—		$	—	$	—
Supplemental disclosures:
Interest paid	$	—		$	—	$	—
Income taxes paid	$	—		$	—	$	—
Non-cash transactions:
Shares issued for services – related party	$	—		$	—	$	5,000
Number of shares issued for services – related party		—			—		5,000,000

The accompanying notes are an integral part of these financial statements.

F5

39

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 1 – History and organization of the company

The Company was organized September 11, 2003 (Date of Inception) under the laws of the State of Nevada, as GPP Diversified, Inc. The Company was initially authorized to issue 25,000,000 shares of its no par value common stock.

On November 9, 2005, the Company amended its articles of incorporation to increase its authorized capital to 100,000,000 shares with a par value of $0.001. Concurrently, the Company changed its name from GPP Diversifed, Inc. to Pet Express Supply, Inc.

The business of the Company is to sell pet products via the Internet. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company.

Note 2 – Accounting policies and procedures

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2005 and 2004.

Revenue recognition

The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred.

Advertising costs

The Company expenses all costs of advertising as incurred. There were no advertising costs included in selling, general and administrative expenses for the years ended December 31, 2005 and 2004.

Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. No such impairments have been identified by management at December 31, 2005 and 2004.

Property and Equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation expense is recorded within selling, general and administrative expense. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Computer Equipment 3 years

40

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 2 – Accounting policies and procedures (continued)

Loss per share

Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. The Company had no dilutive common stock equivalents, such as stock options or warrants as of December 31, 2005 and 2004.

Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. With the adoption of SOP 98-5, there has been little or no effect on the Company’s financial statements.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2005 and 2004. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

General and administrative expenses

The significant components of general and administrative expenses consists of meals and entertainment expenses, legal and professional fees, outside services, office supplies, postage, and travel expenses.

Segment reporting

The Company follows Statement of Financial Accounting Standards No. 131, “Disclosures About Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

41

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 2 – Accounting policies and procedures (continued)

Recent pronouncements

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of “so abnormal” which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company does not believe adopting this new standard will have a significant impact to its financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154 (SFAS #154), “Accounting Changes and Error Corrections.” SFAS #154 requires retrospective application to prior-period financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS #154 also redefines “restatement” as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS #154 is not expected to have a material impact on the Company’s financial statements and disclosures.

Year end

The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($8,660) for the period from September 11, 2003 (inception) to December 31, 2005, and had no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

The Company is contemplating conducting an offering of its equity securities to obtain operating capital. In the event additional capital is required or if the offering is unsuccessful, the President of the Company has agreed to provide funds as a loan over the next twelve-month period, as may be required. However, the Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

42

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 2 – Accounting policies and procedures (continued)

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

Note 4 – Income taxes

For the years ended December 31, 2005 and 2004, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2005, the Company had approximately $8,660 of federal and state net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2023.

The components of the Company’s deferred tax asset are as follows:

	December 31
	2005			2004
Deferred tax assets:
Net operating loss carryforwards		8,660			5,200
Total deferred tax assets		8,660			5,200
Net deferred tax assets before valuation allowance		8,660			5,200
Less: Valuation allowance		(8,660	)		(5,200	)
Net deferred tax assets	$	-0	—	$	-0	—

For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2005 and 2004.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	Year Ended December 31
	2005			2004
Federal and state statutory rate	$	(2,944	)	$	(1,768	)
Change in valuation allowance on deferred tax assets		2,944			1,768
	$	-0	—	$	-0	—

43

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 5 – Stockholders’ equity

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.

On September 11, 2003, the Company issued 5,000,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $5,000.

On September 11, 2003, the sole officer and director of the Company paid for expenses on our behalf in the amount of $200. The entire amount is considered donated capital and recorded as additional paid-in capital.

As of December 31, 2005, there have been no other issuances of common stock.

Note 6 – Warrants and options

As of December 31, 2005 and 2004, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 7 – Related party transactions

The Company issued 5,000,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $5,000.

A shareholder, officer and director of the Company paid for expenses of the Company totaling $200. This amount has been donated to the Company, is not expected to be repaid and is considered additional paid-in capital.

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 8 – Subsequent Events

On March 3, 2006, the Company conducted a private placement, whereby it issued 75,000 shares of its par value common stock for cash in the amount of $7,500.

On April 3, 2006, the Company rescinded 20,000 shares of common stock issued in the private offering and returned the cash investment of two shareholders, totaling $2,000.

On August 23, 2006, the Company conducted a private offering of debt securities, whereby it secured up to $17,500 in bridge loan financing from one non-affiliated entity, whereby the note holder agreed to finance the Company in increments of $2,500, as needed. To date, the note holder has loaned the Company $5,000. The aggregate principal amount and interest accrued thereupon is due December 31, 2007. The note bears an interest rate of 10%, calculated annually, and contains no prepayment penalty.

In connection with the debt offering, the note holder was issued warrants to purchase shares of the Company’s par value common stock. The warrant holder was granted the right to purchase 350,000 shares of common stock of the Company for an aggregate purchase price of $38,500 or $0.11 a share.

44

(b) Unaudited Financial Statements as of June 30, 2006

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(A Development Stage Company)

Unaudited

Balance Sheet

as of

June 30, 2006

and

Statements of Operations,

Stockholders’ Equity, and

Cash Flows

For the three and six months ended

June 30, 2006 and 2005

and

for the period

September 11, 2003 (Date of Inception)

through

June 30, 2006

45

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Balance Sheet

(unaudited)

	June 30,
	2006
Assets
Current assets:
Cash	$	845
Total current assets		845
Fixed assets, net		1,551
	$	2,396
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,460
Total current liabilities		1,460
Stockholders’ equity
Common stock, $0.001 par value, 100,000,000 shares
authorized, 5,055,000 shares issued and outstanding		5,055
Additional paid-in capital		5,645
(Deficit) accumulated during development stage		(9,764	)
		936
	$	2,396

The accompanying notes are an integral part of these financial statements.

F13

46

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Statements of Operations

(unaudited)

	Three Months Ended						Six Months Ended						September 11, 2003
	June 30,						June 30,						(Inception) to
	2006			2005			2006			2005			June 30, 2006
Revenue	$	—		$	—		$	—		$	—		$	—
Expenses:
Depreciation		142			—			148			—			148
General and administrative expenses		234			—			956			—			4,616
General and administrative expenses – related party		—			—			—			—			5,000
Total expenses		376			—			1,104			—			9,764
(Loss) before provision for income taxes		(376	)		—			(1,104	)		—			(9,764	)
Provision for income taxes		—			—			—			—			—
Net (loss)	$	(376	)	$	—		$	(1,104	)	$	—		$	(9,764	)
Weighted average number of common shares outstanding – basic and fully diluted		5,055,659			5,000,000			5,039,368			5,000,000
Net (loss) per share – basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

F14

47

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

	Six Months Ended					September 11, 2003
	June 30,					(Inception) to
	2006			2005		June 30, 2006
Cash flows from operating activities
Net (loss)	$	(1,104	)	$	—	$	(9,764	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services – related party		—			—		5,000
Depreciation		148			—		148
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		(2,000	)		—		1,460
Net cash (used) by operating activities		(2,956	)		—		(3,156	)
Cash flows from investing activities
Purchase of fixed assets		(1,699	)		—		(1,699	)
Net cash (used) by investing activities		(1,699	)		—		(1,699	)
Cash flows from financing activities
Donated capital		—			—		200
Issuances of common stock		5,500			—		5,500
Net cash provided by financing activities		5,500			—		5,700
Net increase in cash		845			—		845
Cash – beginning		—			—		—
Cash – ending	$	845		$	—	$	845
Supplemental disclosures:
Interest paid	$	—		$	—	$	—
Income taxes paid	$	—		$	—	$	—
Non-cash transactions:
Shares issued for services – related party	$	—		$	—	$	5,000
Number of shares issued for services – related party		—			—		5,000,000

The accompanying notes are an integral part of these financial statements.

F15

48

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 1 – Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2005 and notes thereto included in the Company’s SB-2 registration statement. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 – History and organization of the company

The Company was organized September 11, 2003 (Date of Inception) under the laws of the State of Nevada, as GPP Diversified, Inc. The business of the Company is to sell pet products via the Internet. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company.

The Company was initially authorized to issue 25,000,000 shares of its no par value common stock. On November 9, 2005, the Company amended its articles of incorporation to increase its authorized capital to 100,000,000 shares with a par value of $0.001. Concurrently, the Company changed its name from GPP Diversifed, Inc. to Pet Express Supply, Inc.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($9,764) for the period from September 11, 2003 (inception) to June 30, 2006, and had no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

The Company is contemplating conducting an offering of its equity securities to obtain operating capital. In the event additional capital is required or if the offering is unsuccessful, the President of the Company has agreed to provide funds as a loan over the next twelve-month period, as may be required. However, the Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

49

Pet Express Supply, Inc.

(formerly GPP Diversified, Inc.)

(a Development Stage Company)

Notes

Note 4 – Fixed assets

Fixed assets consisted of the following:

	June 30,
	2006			2005
Computer equipment	$	1,699		$	—
Accumulated depreciation	$	(148	)	$	—
	$	1,551		$	—

During the six month periods ended June 30, 2006 and 2005, the Company recorded depreciation expense of $148 and $0, respectively.

Note 5 – Stockholders’ equity

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.

On March 3, 2006, the Company conducted a private placement, whereby it issued 75,000 shares of its par value common stock for cash in the amount of $7,500.

On April 3, 2006, the Company rescinded 20,000 shares of common stock issued in the private offering and returned the cash investment of two shareholders, totaling $2,000.

As of June 30, 2006, there have been no other issuances of common stock.

Note 6 – Warrants and options

As of June 30, 2006, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 7 – Related party transactions

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 8 – Subsequent events

On August 23, 2006, the Company conducted a private offering of debt securities, whereby it secured up to $17,500 in bridge loan financing from one non-affiliated entity, whereby the note holder agreed to finance the Company in increments of $2,500, as needed. To date, the note holder has loaned the Company $5,000. The aggregate principal amount and interest accrued thereupon is due December 31, 2007. The note bears an interest rate of 10%, calculated annually, and contains no prepayment penalty.

In connection with the debt offering, the note holder was issued warrants to purchase shares of the Company’s par value common stock. The warrant holder was granted the right to purchase 350,000 shares of common stock of the Company for an aggregate purchase price of $38,500 or $0.11 a share.

50

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

51

Dealer Prospectus Delivery Obligation

Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

52

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

Pet Express’ Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer. Pet Express indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, expenses, including attorney’s fees actually or reasonably incurred by him. Nevada law also provides for discretionary indemnification for each person who serves as or at Pet Express’ request as one of its officers or directors. Pet Express may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of Pet Express’ directors or officers. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, Pet Express’ best interests. In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered. Pet Express has agreed to pay all costs and expenses relating to the registration of its common stock. All amounts are estimated.

EDGAR Conversion Fees	$	500
Transfer Agent Fees		500
Accounting and Legal Fees		2,500
SEC Registration Fee		100
Total	$	3,600

Recent Sales of Unregistered Securities.

In September 2003, we issued 5,000,000 shares of our common stock to Renea Yamada, our founding shareholder and an officer and director. This sale of stock did not involve any public offering, general advertising or solicitation. The shares were issued in exchange for services performed by the founding shareholder on our behalf in the amount of $5,000. Mrs. Yamada received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares. Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital. At the time of the issuance, Mrs. Yamada had

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fair access to and was in possession of all available material information about our company, as his is the sole officer and director of Pet Express Supply, Inc. The shares bear a restrictive transfer legend. On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In March 2006, we sold 75,000 shares of our common stock to six shareholders, three of whom are affiliates of PES. The shares were issued at a price of $0.10 per share for total cash in the amount of $7,500. The shares bear a restrictive transfer legend. This March 2006 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Pet Express Supply, Inc., including an audited balance sheet, statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

In April 2006, we returned the investment of two non-affiliated shareholders, aggregating $2,000 (or 20,000 shares of our common stock). The shares were returned to our authorized capital and are not considered issued nor outstanding.

On August 23, 2006, we conducted a private offering of debt securities, whereby we secured up to $17,500 in bridge loan financing from Lynn Cole Capital, a non-affiliated entity, whereby the note holder agreed to finance us in increments of $2,500, as needed. To date, the note holder has loaned us a total of $5,000. The aggregate principal amount and interest accrued thereupon is due December 31, 2007. The note bears an interest rate of 10%, calculated annually, and contains no prepayment penalty. In connection with the debt offering, the note holder was issued warrants to purchase 350,000 shares of our common stock for an aggregate purchase price of $38,500, or $0.11 a share. The securities were issued in reliance upon an exemption from registration contained in Section 4(2) of the Securities Act.

Exhibits

Exhibit Number	Name and/or Identification of Exhibit
3.	Articles of Incorporation & By-Laws
	a) Articles of Incorporation
	b) Bylaws
	c) Certificate of Amendment
5.	Opinion on Legality
	Attorney Opinion Letter.
10.	Material Contracts
	a) Bridge Loan Agreement
	b) Warrant Agreement
23.	Consent of Experts and Counsel
	a) Consent of Counsel, incorporated by reference to Exhibit 5 of this filing.
	b) Consent of Independent Registered Public Accounting Firm.
99.	Additional Exhibits
	a) Escrow Agreement
	b) Form of Subscription Agreement

Undertakings

In this Registration Statement, we are including undertakings required pursuant to Rule 415 of the Securities Act and Rule 430A under the Securities Act.

Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future. The registration statement pertains only to securities (a) the offering of which will be

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commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, we include the following undertakings in this Registration Statement:

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the State of Arizona on September 25, 2006.

PET EXPRESS SUPPLY, INC.

(Registrant)

By: /s/ Renea Yamada, President & CEO

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ Renea Yamada	President, CEO and Director	September 25, 2006
Renea Yamada
/s/ Diane L. Egger	Chief Financial Officer	September 25, 2006
Diane L. Egger
/s/ Diane L. Egger	Chief Accounting Officer	September 25, 2006
Diane L. Egger

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EX-3.(I)

ARTICLES OF

INCORPORATION OF

GPP DIVERSIFIED, INC.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, has this day voluntarily executed these Articles of Incorporation for the purpose of forming a corporation under the laws of the state of Nevada, and to that end, I do hereby certify:

ARTICLE 1

NAME

The complete name of this corporation shall be GPP DIVERSIFIED, INC.

ARTICLE II

REGISTERED AGENT AND PRINCIPAL OFFICE

The registered agent and principal office the corporation, in the state of Nevada, shall be as follows:

The registered agent in charge thereof is Savoy Financial Group, Inc, located at 6767 W. Tropicana Ave., Suite 207, in the City of Las Vegas, Nevada, 89103, County of Clark.

ARTICLE III

DURATION

The duration of this corporation shall be perpetual.

ARTICLE IV

PURPOSES

The purpose for which this corporation is organized are as follows: To engage in any lawful act or activity for which a corporation may be organized under the general corporation laws of Nevada. Including but not limited to the following:

a) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.

b) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.

c) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.

d) Shall have power to sue and be sued in any court of law or equity.

e) Shall have power to make contracts.

f) Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such: real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country.

g) Shall have power to appoint such officers and agents, as the affairs of the corporation shall require, and to allow them suitable compensation.

h) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.

i) Shall have power to wind up and dissolve itself, or be wound up or dissolved.

j) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document.

k) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.

l) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

m) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or fund.

n) Shall have power to hold meetings and keep the books, documents and papers outside of the State of Nevada at such places as may be from time to time designated by the Bylaws or by resolution of the directors except as other wise required by the laws of Nevada. To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.

o) Shall have power to do all and everything necessary and proper for the accomplishments of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendment thereof.

p) Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.

q) Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law.

ARTICLE V

SHARES

This corporation is authorized to issue one class of capital stock to be designated "Common Stock." The total number of shares of common stock which this Corporation is authorized to issue is Tewnty Five Million (25,000,000) shares of Common Stock having a par value of $0.001 each share. The holders of the Common Stock shall have one (1) vote per share on each matter submitted to a vote of shareholders. Each share shall be entitled to the same dividend and liquidation rights. The capital stock of this corporation, after the amount of the subscription price has been paid in, shall never be assessable, or assessed to pay debts of this corporation.

ARTICLE VI

PREEMPTIVE RIGHTS

No preemptive rights, as that term is defined under NRS 78.265, shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE VII

CUMULATIVE VOTING

The shareholders of this corporation shall not be entitled to cumulative voting at the election of any directors.

ARTICLE VIII

DIRECTORS

The members of the governing board of this Corporation shall be styled directors and the number thereof at the inception, of this Corporation, shall be one (1). The director(s) need not be shareholders of this Corporation, nor residents of the State of Nevada. The number of directors may from time to time be increased or decreased in such manner as shall be provided for by the bylaws of the Corporation. The name and post office address of the person who is to serve as the initial director until the first annual meeting of the shareholders of the corporation, or until her successors are duly elected and qualified is as follows:

Name	Address
Michael L. Quiel	15811 E. Mustang Drive Fountain Hills, AZ 85268

ARTICLE IX

CONTRACTS IN WHICH DIRECTORS HAVE AN INTEREST

Any contract or other transaction between this corporation and one or more of its directors, or between this corporation and any corporation, firm, association, or other entity, of which one or more of this corporation's directors are shareholders, members, directors, officers or employees or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors which acts upon or in reference to such contract or transaction and notwithstanding the participation of such director or directors in such actions, by voting or otherwise, even though the presence or vote, or both, of such director or directors might have been necessary to obligate this corporation upon such contract or transaction; provided, that the fact of such interest shall be disclosed to or known by the directors acting on such, contract or transaction.

ARTICLE X

INDEMNIFICATION

1. A director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for conduct violating the Nevada Revised Statutes, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Nevada Revised Statutes are amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the full extent permitted by the Nevada Revised Statutes, as so amended, without any requirement of further action by the shareholders.

2. The corporation shall indemnify any individual made a party to a proceeding because that individual is or was a director of the corporation and shall advance or reimburse the

reasonable expenses incurred by the individual in advance of final disposition of the proceeding, without regard to the limitations in Nevada Revised Statute 78.7502, or any other limitation which may hereafter be enacted, to the extent such limitation may be disregarded if authorized by the Articles of Incorporation, to the full extent and under all circumstances permitted by applicable law.

3. Any repeal or modification of this Article by the shareholders of this corporation shall not adversely affect any right or any individual who is or was a director of the corporation which existed at the time of such repeal or modification.

ARTICLE XI

RIGHT TO AMEND ARTICLES OF INCORPORATION

This corporation reserves the right to amend or repeal any of the provisions contained in its Articles of Incorporation in any manner now or hereafter permitted by law, and the rights of the shareholders of this corporation are granted subject to this reservation.

ARTICLE XII

BYLAWS

The Board of Directors shall have the power to adopt, amend, or repeal the bylaws of this corporation, subject to the power of the shareholders to amend or repeal such bylaws. The shareholders shall also have the power to adopt, amend or repeal the bylaws of this corporation.

ARTICLE XIII

INCORPORATOR

The name and address of the incorporator signing these articles of incorporation was as follows: NameAddress

Name	Address
Michael L. Quiel	15811 E. Mustang Drive Fountain Hills, AZ 85268

IN WITNESS WHEREOF, I the undersigned being the sole incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation law of the State of Nevada, do make and file these Articles of Incorporation, hereby certifying that the facts herein stated are true, and I have accordingly hereunto set my hand this 20th day of August, 2003.

/s/Michael L. Quiel

Michael L. Quiel

County of Maricopa )

State of Arizona )SS:

On this 20^th day of August before me, a Notary Public in and for said County and State, personally appeared Micheal L. Quiel known to me to be the person whose name is subscribed to the foregoing instrument, who duly acknowledged to me that he executed the same for the purpose therein mentioned.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal in said County and State this 20^th day of August, 2003

/s/Lori Rollins

Notary Signature

<Notary Seal>

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

BY RESIDENT AGENT

I, Savoy Financial Group, Inc. hereby accept appointment as Resident Agent of GPP DIVERSIFIED, INC. the previously named Corporation. Paul W. Andre, President, Savoy Financial Group, Inc. hereby signs on behalf of Savoy Financial Group, Inc.

/s/ Paul W. Andre	President		August 30, 2003
Signature		Title		Date

On behalf of SAVOY FINANCIAL GROUP, INC.

EX-3.(II)

BY-LAWS OF GPP DIVERSIFIED, INC.

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE.

The principal office for the transaction of business of the corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.

Section 2. OTHER OFFICES.

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS.

Subject to the provisions of applicable law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. STANDARD OF CARE.

Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.

Section 3. NUMBER AND QUALIFICATION OF DIRECTORS.

The authorized number of Directors shall be one (1) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. 1. 2

Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.

Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 5. VACANCIES.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or

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if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Directors’ term of office expires.

Section 6. REMOVAL OF DIRECTORS.

Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 7. NOTICE, PLACE AND MANNER OF MEETINGS.

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any two (2) Directors, or by one (1) Director if only one is provided, and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other Officer designated for that purpose.

Section 8. ORGANIZATIONAL MEETINGS.

The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the Annual Meetings of the Shareholders.

Section 9. OTHER REGULAR MEETINGS.

Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows: Time of Regular Meeting: 9:00 A.M. Date of Regular Meeting: Last Friday of every month If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS.

Special meetings of the Board may be called at any time by the President or, if he or she is absent or unable or refuses to act, by any Vice President or the Secretary or by any two (2) Directors, or by one (1) Director if only one is provided. At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive officer of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director. When all of the Directors are present at any Directors’ meeting, however, called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors is present and if those not present sign 3. 4 a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

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Section 11. DIRECTORS’ ACTION BY UNANIMOUS WRITTEN CONSENT.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 12. QUORUM.

A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 13. NOTICE OF ADJOURNMENT.

Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 14. COMPENSATION OF DIRECTORS.

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 15. COMMITTEES.

Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by applicable law.

Section 16. ADVISORY DIRECTORS.

The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to 4. 5 time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

Section 17. RESIGNATIONS.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III OFFICERS

Section 1. OFFICERS.

The Officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, or one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person.

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Section 2. ELECTION.

The Officers of the corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC.

The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of any Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an Officer chosen by the Board of Directors by any Officer upon whom such power of removal may be conferred by the Board of Directors. Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that 5. 6 notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the Officer is a party.

Section 5. VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in the By-Laws for regular appointment to that office.

Section 6. CHAIRMAN OF THE BOARD.

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT.

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY.

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding,

4

whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof. 6. 7 The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

Section 10. CHIEF FINANCIAL OFFICER.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at all reasonable times be open to inspection by any Director. This Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV SHAREHOLDERS’ MEETINGS

Section 1. PLACE OF MEETINGS.

All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2. ANNUAL MEETINGS.

The annual meetings of the Shareholders shall be held, each year, at the time and on the day following: Time of Meeting: 10:00 A.M. Date of Meeting: September 30. If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.

Section 3. SPECIAL MEETINGS.

Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting. Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the same manner provided by these By-Laws.

Section 4. NOTICE OF MEETINGS - REPORTS.

Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder. Such notices or any reports shall be given personally or by mail and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of the notice. Notice of any meeting of Shareholders shall specify the place, the day and the hour of

5

meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election. If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation is situated, or published at least once in some newspaper of general circulation in the County of said principal office. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of 8. 9 written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof. When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which said adjournment is taken.

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.

The transactions of any meeting of Shareholders, however called and notice, shall be valid as through had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in applicable law.

Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS.

Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can be elected by unanimous written consent, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING.

Unless otherwise provided for under applicable law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all Shareholders entitled to vote have been solicited in writing, (1) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and 9. 10 (2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing. Any Shareholder giving a written consent, or the Share-holder’s proxyholders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8. QUORUM.

The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified. If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the

6

withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9. VOTING.

Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting. Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit. 10. 11 The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10. PROXIES.

Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of applicable law filed with the Secretary of the corporation.

Section 11. ORGANIZATION.

The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a Chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

Section 12. INSPECTORS OF ELECTION.

In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

ARTICLE V CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES.

Certificates for shares shall be of such form and device as the Board of Directors 11. 12 may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any

7

Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder. Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issuance.

Section 2. TRANSFER ON THE BOOKS.

Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES.

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tender and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS.

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.

In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or 12. 13 entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given. The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60^th) day prior to the date of such other action, whichever is later.

ARTICLE VI RECORDS - REPORTS - INSPECTION

Section 1. RECORDS.

The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office as fixed by the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS.

All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided under applicable law.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.

The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.

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Section 4. CHECK, DRAFTS, ETC.

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors. 13. 14

Section 5. CONTRACT, ETC.—HOW EXECUTED.

The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as may be provided under applicable law.

ARTICLE VII ANNUAL REPORTS

Section 1. REPORT TO SHAREHOLDERS, DUE DATE.

The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of the Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. ARTICLE VIII AMENDMENTS TO BY-LAWS Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Article of Incorporation.

Section 2. POWERS OF DIRECTORS.

Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations, if any, under law, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3. RECORD OF AMENDMENTS.

Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws 14. 15 with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX CORPORATE SEAL

Section 1. SEAL.

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date and State of incorporation.

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ARTICLE X MISCELLANEOUS

Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS.

Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 2. SUBSIDIARY CORPORATIONS.

Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 3. INDEMNITY.

Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 4. ACCOUNTING YEAR.

The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

Approve and Adopted this 11th day of September, 2003.

	/s/Renea L. Yamada
Renea L. Yamada, SECRETARY

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of GPP DIVERSIFIED, INC., and that the foregoing By-Laws, consisting of 10 pages, constitute the code of By-Laws of GPP DIVERSIFIED, INC., as duly adopted at a regular meeting of the Board of Directors of the corporation held September 11, 2003.

/s/Renea L. Yamada

Renea L. Yamada, SECRETARY

10

EX-3

EXHIBIT 3(b)

[State Seal}	DEAN HELLER Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684 5708	Certificate Of Amendment (PURSUANT TO NRS 78.385 and 78.390)	Office use only: FILED #C22099-2003 November 9, 2005
Important: Read attached instructions before completing form

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

- Remit in Duplicate -

1. Name of corporation: GPP Diversified, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

FIRST Article of the Articles of Incorporation to; The complete name of this corporation shall be Pet Express Supply, Inc.

FIFTH Article of the Articles of Incorporation to; The total number of shares of common stock which this Corporation is authorized to issue is One Hundred Million (100,000,000) shares of Commnon Stock having a par value of $0.001 each share.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 100%

4. Officer Signature (Required):

/s/ Renea L. Yamada /s/ Renea L. Yamada

Renea L. Yamada, President Renea L. Yamada, Secretary

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

EX-5

Law Office

of

Randall V. Brumbaugh

September 5, 2006

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20002

Re: Pet Express Supply, Inc.

Dear Sir or Madam:

I have acted as special counsel for Pet Express Supply, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement"), dated September 5, 2006, with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 1,405,000 shares of the Company's common stock (the "Common Stock"), of which 55,000 are expected to be sold by the Selling Shareholders, 350,000 may be sold upon exercise of the outstanding warrants and up to 1,000,000 are expected to be sold directly by the Company. Such shares are to be issued under the Registration Statement, and the related Prospectus to be filed with the Commission. The details of the offering are described in the Registration Statement on Form SB-2, and amendments to be made thereto.

I have examined instruments, documents and records, which I deemed relevant and necessary for the basis of my opinion hereinafter expressed. I have done so in light of Nevada Revised Statutes Chapters 78 and 90, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed. The instruments, document and records I have examined include, among other items, the following:

1.	The Registration Statement dated September 5, 2006;
2.	The Articles of Incorporation of GPP Diversified, Inc.;
3.	Corporate Charter of GPP Diversified, Inc.;
4.	Initial List of Officers, Directors and Resident Agent of GPP Diversified, Inc.;
5.	Bylaws of GPP Diversified, Inc.;
6.	Certificate of Amendment of GPP Diversified, Inc. name to Pet Express Supply, Inc.;
7.	Bridge Loan Agreement dated August 23, 2006;
8.	Warrant to Purchase Common Stock of Pet Express Supply, Inc. dated August 23, 2006;

417 W. Foothill Blvd, PMB B-175, Glendora, CA 91741

(626) 335-7750 Fax (909) 971-0456

United States Securities and Exchange Commission

September 5, 2006

Page Two

To my knowledge, the Company is not a party to any legal proceedings, there are no known judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as may be set forth in the registration statement. I am not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency, other than as may be set forth in the registration statement. I am not aware of any claims against the Company or any reputed claims against it at this time, other than as may be set forth in the registration statement.

The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonable incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

Based on my examination of the documents provided to this office, information received from the Company, analysis of the applicable laws and judicial interpretations of the State of Nevada, I am of the opinion that 1,000,000 shares of common stock to be sold by the Company and 350,000 shares of the Company common stock that may be sold upon exercise of all the outstanding warrants, and the requirements appurtenant thereto, are duly authorized shares and will be legally issued, fully paid and non-assessable. Additionally, the 55,000 shares of common stock to be offered and sold by the Selling Shareholders are duly authorized shares of common stock, which are legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of my name wherever it appears in said Registration Statement, including the Prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented. In giving such consent, I specifically do not allege to being an "expert" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ R.V. Brumbraugh

R. V. Brumbraugh

417 W. Foothill Blvd, PMB B-175, Glendora, CA 91741

(626) 335-7750 Fax (909) 971-0456

EX-10

THIS DEBENTURE AND ATTACHED WARRANTS, AND THE SECURITIES INTO WHICH THE WARRANTS ARE CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REIGSTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

BRIDGE LOAN AGREEMENT

10% Debenture

Dated August 23, 2006

Up to $17,500.00

This Bridge Loan is issued by Pet Express Supply, Inc., a Nevada corporation (the “Company”), to Lynn Cole Capital, a Nevada corporation (together with their permitted successors and assigns, collectively referred to herein as the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended.

ARTICLE I

Section 1.01       Bridge Loan Amount. The Holder has agreed to loan the Company the principal sum of up to US$17,500 (the “Aggregate Principal Amount”), paid to the Company in increments of US$2,500 (“Installment Amounts”). Upon execution of this Bridge Loan Agreement, Holder shall loan the cash sum of US$5,000 to the Company. Additional Installment Amounts may be requested from the Holder by the Company in writing, which amount shall be added to the principal amount due and payable to the Holder and shall accrue interest as set forth in Section 1.02, below.

Section 1.02       Principal and Interest. For value received, on December 31, 2007 (the “Due Date”), the Company hereby promises to pay to the order of the Holder in lawful money of the United States of America and in immediately available funds the principal sum borrowed, to date, together with interest on the unpaid principal of this Debenture at the rate of ten percent (10%) per year (computer on the basis of a 365-day year and the actual days elapsed) from the date of this Debenture until paid.

Section 1.03       Prepayment. All accrued interest shall be due and payable on the Due Date and not before. However, the Company, in its sole and absolute discretion, may make interest payments in immediately available funds in advance of the Due Date. The Company may prepay this Debenture in whole or in part on any date without premium or penalty; provided, however, any partial prepayment, when made, shall be credited first to interest then due and payable. The remainder of each such payment shall be then credited to the unpaid principal indebtedness evidenced by the provisions of this Debenture, and interest thereupon shall cease to accrue on any amounts so credited to such unpaid principal. No partial prepayment shall extend or postpone the due date of any subsequent payment, unless Holder shall otherwise first agree in

1

writing. Holder shall have the continuing and exclusive right to apply or reverse and reapply any and all payments to any portion of the indebtedness evidenced by the provisions of this Debenture.

Section 1.04      Automatic Prepay. At the closing of the contemplated public offering, through which the Company seeks to gross a minimum of US$35,000 (the “Financing”) (the closing of the Financing shall be referred to herein as a “Triggering Event”) (the term “closing” shall mean the date the Company receives at least US$35,000 from the Financing), all of the principal amount borrowed and all accrued by unpaid interest on that principal (the “Repayment Amount”) shall automatically, and without further action by the Company or Holder, be due and payable to Holder by the Company. Upon the occurrence of the Triggering Event, the Company shall, within 15 business days, deliver to Holder the Repayment Amount.

ARTICLE II

Section 2.01      Warrants. The Company agrees to issue, convey and transfer, and cause to be issued, conveyed and transferred to Holder, Common Stock Purchase Warrants to purchase 350,000 shares of the Company’s Common Stock. The exercise price of the Warrants is 110% of the per share offering price for the contemplated public offering (or $0.11 per share of Common Stock) (the “Exercise Price”). Warrants issued hereunder shall be exercisable immediately upon issuance for a term of five (5) years.

Section 2.02       Registration Rights. The Holder shall be entitled to piggyback registration rights for the Common Stock underlying the Warrants. In the event registration is effected, upon exercise of the Warrants, the underlying Common Stock shall be freely tradable.

Section 2.02       Reservation of Common Stock. The Company shall reserve and keep available our of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, such number of shares of Common Stock as shall from time to time be sufficient to effect such exercise, based upon the Exercise Price. If at any time the Company does not have a sufficient number of Common Stock authorized and available, then the Company shall call and hold a special meeting of its stockholders within sixty (60) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock. Management of the Company shall vote all of its shares in favor of increasing the authorized Common Stock.

ARTICLE III

Section 3.01       Amendments and Waiver of Default. This Debenture may not be amended without the consent of the Holder. Notwithstanding the above, without the consent of the Holder, the Debenture may be amended by the Company to cure any ambiguity, defect or inconsistency, to provide assumption of the Company’s obligations to the Holder or to make any change that does not adversely affect the rights of the Holder.

Section 3.02      Events of Default. An Event of Default is defined as follows: (a) failure by the Company to pay amounts due hereunder within thirty (30) days of the date of maturity of this Debenture; (b) failure by the Company for fifteen (15) days after notice to it to comply with any of its other agreements in the Debenture; (c) events of bankruptcy or insolvency. Upon the occurrence of an Event of Default, Holder is required to provide the Company with written notice of its belief an Event of Default has occurred. The Company shall have thirty (30) days from such notice to cure any default. If the Event of Default is not cured within the cure period, the Holder may, in its sole discretion, accelerate full repayment of this Debenture and all accrued interest or may, notwithstanding any limitations contained in this Debenture, including the restrictions set forth in Article I hereof, convert this Debenture and all accrued interest hereon into shares of Common Stock pursuant to Article II.

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ARTICLE IV

Section 4.01      Re-issuance of Debenture. When the Holder elects to convert a part of this Debenture, then the Company shall reissue a new Debenture in the same for as this Debenture to reflect the new principal amount.

ARTICLE V

Section 5.01       Governing Law. This Debenture shall be deemed to be made under and shall be construed in accordance with the laws of the State of Washington without giving effect to the principals of conflict of laws thereof. Each of the parties consents to the jurisdiction of the appropriate court sitting in the State of Washington, in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

Section 5.02      Severability. The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force and effect.

Section 5.03     Entire Agreement and Amendments. This Debenture represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing executed by the parties hereto.

Section 5.04       Counterparts. This Debenture may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed this Debenture as of the date first written above.

PET EXPRESS SUPPLY, INC.
Signed:	/s/ Renea Yamada
Name:	Renea Yamada
Title:	President

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EX-10

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

WARRANT TO PURCHASE COMMON STOCK

of

PET EXPRESS SUPPLY, INC.

Void after August 23, 2011

This Warrant is issued to Lynn Cole Capital, a corporation organized in the State of Nevada (together with their permitted successors and assigns, collectively referred to herein as the “Holder”), by Pet Express Supply, Inc., a Nevada corporation (the "Company"), on August 23, 2006 (the "Warrant Issue Date"). This Warrant is issued pursuant to that certain Bridge Loan Agreement dated as of the Warrant Issue Date, a copy of which is attached hereto as Attachment A (the "Bridge Loan Agreement").

1. Purchase Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to three hundred fifty thousand (350,000) fully paid and nonassessable shares of Common Stock of the Company, as constituted on the Warrant Issue Date (the "Common Stock").

2. Exercise Price. The aggregate purchase price for the Shares shall be thirty eight thousand five hundred dollars($38,500), calculated at the rate of $0.11 per share (the "Exercise Price").

3. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the Warrant Issue Date and ending at 5:00 p.m. (MST) on August 23, 2011 provided, however, that in the event of (a) the closing of the Company's sale or transfer of all or substantially all of its assets, or (b) the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange of the outstanding shares of the Company's capital stock unless (i) the shareholders of the Company immediately prior to such transaction or series of related transactions are holders of a majority of the voting equity securities of the surviving or acquiring corporation immediately thereafter and (ii) each of such shareholders immediately prior to such transaction or series of related transactions holds the same pro rata share of such majority of the voting equity securities of the surviving or acquiring corporation as each hold of the Company immediately prior to such transaction or series of related transactions, this Warrant shall, on the date of such event, no longer be exercisable and become null and void. In the event of a proposed transaction of the kind described above, the Company shall notify the Holder at least twenty (20) days prior to the consummation of such event or transaction; provided, however, that the Holder shall in any event have at least forty (40) days after the Warrant Issue Date to exercise this Warrant.

4. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

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a. the surrender of the Warrant, together with a duly executed copy of the form of Notice of Election attached hereto, to the Secretary of the Company at its principal offices; and

b. the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

5. Representations and Warranties of Holder. The Holder hereby represents and warrants that:

a. Authorization. The Holder has full power and authority to enter into this Warrant, and this Warrant constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

b. Purchase Entirely for Own Account. This Warrant is being issued to such Holder in reliance upon such Holder's representation to the Company, which by such Holder's execution of this Warrant such Holder hereby confirms, that this Warrant, the Preferred Stock to be received by such Holder upon exercise of this Warrant and the Common Stock issuable upon conversion thereof (collectively, the "Securities") will be acquired for investment for such Holder's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Warrant, such Holder further represents that such Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

c. Disclosure of Information. Such Holder further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company.

d. Investment Experience. Such Holder is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, Holder also represents it has not been organized for the purpose of acquiring the Securities.

e. Restricted Securities. Such Holder understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, such Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

f. Further Limitations on Disposition. Without in any way limiting the representations set forth above, such Holder further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the

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Company to be bound by this Section 5, provided and to the extent this Section is then applicable, and:

i. There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

ii. (A) Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such securities under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.

iii. Notwithstanding the provisions of Paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder.

g. Legends. It is understood that the certificates evidencing the Securities may bear the following legend:

"These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

6. Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within thirty (30) days of the delivery of the subscription notice. In case the holder shall exercise this Warrant with respect to less than all of the Shares that may be purchased under this Warrant, the Company shall execute a new warrant in the form of this Warrant for the balance of such Shares and deliver such new warrant to the holder of this Warrant.

7. Issuance of Shares. The Company covenants that it will at all times keep available such number of authorized shares of its Common Stock, free from all preemptive rights with respect thereto, which will be sufficient to permit the exercise of this Warrant for the full number of Shares specified herein. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

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8. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

9. No Shareholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of shareholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 9 shall limit the right of the Holder to be provided the Notices required under this Warrant; provided further, however, the Company will afford to the Holder the right, upon advance notice, to meet periodically with the Company's chief financial officer during mutually agreeable business hours to discuss the Company's business and affairs.

10. Transfers of Warrant. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights (but only with all related obligations) hereunder are transferable in whole or in part by the Holder upon the prior written consent of the Company. The transfer shall be recorded on the books of the Company upon (i) the surrender of this Warrant, properly endorsed, to the Company at its principal offices, (ii) the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer and (iii) such transferee's agreement in writing to be bound by and subject to the terms and conditions of this Warrant. In the event of a partial transfer, the Company shall issue to the Holder one or more appropriate new warrants.

11. Successors and Assigns. The terms and provisions of this Warrant and the Bridge Loan Agreement shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors and assigns.

12. Registration Rights. The Shares issuable upon exercise of this Warrant, and any securities issuable upon conversion of such Shares, possess certain "piggyback" registration rights.

13. Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder. Any waiver or amendment effected in accordance with this Section shall be binding upon each holder of any Shares purchased under this Warrant at the time outstanding (including securities into which such Shares have been converted), each future holder of all such Shares, and the Company.

14. Notices. All notices required under this Warrant and shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile; (iii) one (1) business day after being sent, when sent by professional overnight courier service, or (iv) five (5) days after posting when sent by registered or certified mail. Notices to the Company shall be sent to the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the Holder on the books of the Company (or at such other place as the Holder shall notify the Company hereof in writing).

15. Attorneys' Fees. If any action of law or equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to its reasonable attorneys' fees, costs and disbursements in addition to any other relief to which it may be entitled.

16. Captions. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

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17. Governing Law. This Warrant shall be governed by the laws of the State of Washington as applied to agreements among Washington residents made and to be performed entirely within the State of Washington.

18. Survival. The warranties, representations and covenants contained in or made pursuant to this Warrant shall survive the execution, delivery and exercise, if any, of this Warrant.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by an officer thereunto duly authorized.

HOLDER	PET EXPRESS SUPPLY, INC.
Signed:	Signed:
Name:	Name:
Title:	Title:

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NOTICE OF EXERCISE

To: Pet Express Supply, Inc.

The undersigned hereby elects to purchase 350,000 shares of Common Stock of Pet Express Supply, Inc., pursuant to the terms of the attached Warrant and payment of $38,500 required under such Warrant accompanies this notice;

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

HOLDER

Signed:

Name:

Address:

Date:_______________

Name in which Shares should be registered: ______________________________

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EX-23

Beckstead and Watts, LLP

Certified Public Accountants

2425 W. Horizon Ridge Parkway

Henderson, NV 89052

702.257.1984 tel

702.362.0540 fax

Securities and Exchange Commission

Washington, DC 20549

Ladies and Gentlemen:

We hereby consent to the use of our report dated September 12, 2006 relating to the financial statements of Pet Express Supply, Inc. (formerly GPP Diversified, Inc.) for the years ended December 31, 2005 and 2004 and from September 11, 2003 (Date of Inception) to December 31, 2005 in the Registration Statement on Form SB-2 of Pet Express Supply, Inc. (formerly GPP Diversified, Inc.)

We also consent to the reference to Beckstead and Watts, LLP under the caption “Experts” in said registration statement.

Signed,

/s/ Beckstead and Watts, LLP

September 25, 2006

EX-99

ESCROW AGREEMENT

STATE OF ARIZONA

COUNTY OF MARICOPA

This escrow agreement is executed on the 14^th day of September 2006 and is between Pet Express Supply, Inc., (the “Issuer”) and William F. Doran, Esq. (the “Escrow Agent”).

WHEREAS the Issuer proposes to offer on a best efforts basis (the “Offer”), a minimum of $35,000.00 (the “Minimum Offering”) and $100,000.00 “Maximum Offering”) of the Issuer’s Common Stock (the “Security”) in to prospective Investors, in several transactions and the parties have agreed that Escrow Agent shall hold all certificates representing said securities until the Minimum Offering has been achieved and been paid to the Escrow Agent who shall then hold the securities and the funds received until all prerequisites and conditions to disbursement have occurred, and

WHEREAS Investor funds will be deposited in Escrow Agent’s Attorney Trust Account (“IOLTA account”),

NOW, Therefore, the parties to this agreement, in reliance upon the covenants and promises of each other, mutually agree to the following terms and conditions, which shall regulate the use of the funds placed in this account.

1. All funds received from the Investor’s shall promptly be deposited in the IOLTA account. All proceeds shall be payable to William F. Doran Trust Account fbo Pet Express Supply, Inc. The Escrow Agent shall not be required to accept for deposit into the IOLTA account any funds which are not accompanied by the appropriate Subscription Information.

2. If the Minimum Offering is not achieved, the funds received from Investor’s and deposited in the IOLTA account shall be refunded.

3. Upon the receipt of the funds amounting to the Minimum Offering, the Escrow Agent shall disburse such funds to the Issuer and disburse the Securities purchased as instructed to the parties designated by the Investors for receipt. Escrow agent shall receive a fee of five hundred ($500.00) dollars to be paid by the Issuer.

4. Escrow Agent shall continue to receive such funds and perform such disbursements until either the Maximum Offering is achieved or instructed to cease by the Issuer whichever event happens first. Thereafter this agreement shall terminate.

5. Other than establishing and maintaining this Escrow Account and complying with agreement, the Escrow Agent shall have no further liability or responsibility.

6. The fact that the Escrow Agent has agreed to perform the limited function of escrow agent stated in this agreement does not mean that the agent has passed upon the merits of, or recommended, or given advice to any person

1

regarding the business or legal merits of, the Offering of Securities contemplated in this agreement.

7. The agent’s name shall not be used in any way that may imply an association with any of the parties to this agreement other than that of escrow agent.

8. In the event of any reasonable uncertainty or any dispute with respect to the proper disposition of the funds, the Escrow Agent may interplead the funds into the registry of the court and recover its reasonable attorney’s fees from the parties to this agreement. The parties hereto agree and acknowledge that the Escrow Agent’s attorney fees and expenses may be taken out of the funds that were placed in the registry of the court and the parties grant the Escrow Agent a security interest and lien on the funds to secure its costs in the event the funds are interpleaded into the court.

9. This agreement is entered into for the express benefit of the Issuer.

10. The laws of the State of Arizona shall apply to this agreement.

THEREFORE, the parties to this agreement intending to be legally bound have executed this document on the date set forth above.

_____________________________

William F. Doran, Escrow Agent

_____________________________

Renea Yamada, President

Pet Express Supply, Inc.

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EX-99

EXHIBIT 99(b): Subscription Agreement

PET EXPRESS SUPPLY, INC.

Subscription Agreement

1. Investment:

The undersigned (“Buyer”) subscribes for ______ Shares of Common Stock of Pet Express Supply, Inc. at $0.10 per share.

Total subscription price ($0.10 times number of Shares): = $________________.

PLEASE MAKE CHECKS PAYABLE TO: William F. Doran Trust Account fbo Pet Express Supply, Inc.

2. Investor information:

Name (type or print)			SSN/EIN/Taxpayer I.D.
E-Mail address:
					Address
Joint Name (type or print)			SSN/EIN/Taxpayer I.D
E-Mail address:
					Address (If different from above)
Mailing Address (if different from above):
		Street					City/State	Zip
Business Phone:	( )			Home Phone:		( )

3. Type of ownership: (You must check one box)

[ ]	Individual	[ ]	Custodian for
[ ]	Tenants in Common	[ ]	Uniform Gifts to Minors Act of the State of: __________
[ ]	Joint Tenants with rights of Survivorship	[ ]	Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
[ ]	Partnership (Limited Partnerships use “Corporation”)
[ ]	Trust
[ ]	Community Property	[ ]	Other (please explain)

4. Further Representations, Warrants and Covenants. Buyer hereby represents warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c) Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the Offering and at the present time can afford a complete loss of such investment.

(d) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

(e) Buyer has been furnished with the Prospectus. Buyer has assessed the merit of this offering on his or her own or otherwise consulted exclusively with his or her attorney, accountant, or such other professional advisors with respect to any investment in the Shares as Buyer deems necessary or advisable, and Buyer acknowledges that all documents, records and books pertaining to an investment in the Shares have been made available for Buyer’s inspection and analysis, and for inspection and analysis by such attorney, accountant and/or other professional advisors, and Buyer understands that the books and records of the Company will be made available to Buyer and his or her professional advisors upon reasonable notice for inspection during reasonable business hours at the Company’s principal place of business. Buyer acknowledges that he or she and/or his or her professional advisors have had the opportunity to obtain any additional information requested in order to verify the accuracy of the contents of the Prospectus, and to ask questions and/or receive answers from the officers of the Company concerning the terms and conditions of this offering, the Prospectus and any additional information requested which Buyer and/or his or her professional advisors deemed necessary to evaluate the prudence of this investment and all such questions have been answered to the full satisfaction of Buyer, none of which answers are in any way inconsistent with the Prospectus.

5. Indemnification

(a) Buyer acknowledges an understanding of the meaning of the legal consequences of Buyer’s representations and warranties contained in this Subscription Agreement and the effect of his or her signature and execution of this Agreement, and Buyer hereby agrees to indemnify and hold the Company and each of its officers and/or directors, representatives, agents or employees, harmless from and against any and all losses, damages, expenses or liabilities due to, or arising out of, a breach of any representation, warranty or agreement of or by Buyer contained in this Subscription Agreement.

6. Acceptance of Subscription.

(a) It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

7. Governing Law.

(a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

	INVESTOR SUBSCRIPTION ACCEPTED AS OF
		day of	,
Signature of Buyer
	Pet Express Supply, Inc.
Printed Name	5219 S. Pittsburg Street Spokane, Washington 99223
Date	By:
	President

Deliver completed subscription agreements and checks to:

William F. Doran, Esq.

1717 E. Bell Road, Suite 1

Phoenix, Arizona 85022