UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB




[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year endedDecember 31,
      2007[
      ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number000-51561




Healthcare Providers Direct,
      Inc.(Name
      of small business issuer in its
charter)




Nevada
            
            20-1063591(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)3371 Route One Suite 200 Lawrenceville, New
      Jersey
            
            08648(Address
      of principal executive offices)
            
            (Zip
      Code)Issuer’s
      telephone number:609-919-1932




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            Not
      ApplicableSecurities
      registered under Section 12(g) of the Exchange Act:Common Stock, par value
    $0.001(Title
      of class)





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]





State
issuer’s revenue for its most recent fiscal year. $542,460





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of a specified date within the past 60 days.


$2,025,310
as of March 14, 2008 based on $0.05 the closing bid price of the Company's
common stock on the Over - The - Counter Bulletin Board on March 14,
2008.





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 44,911,538 Common Shares as of January 31,
2008





Transitional
Small Business Disclosure Format (Check One): Yes [ ] No [X]





1





TABLE OF
CONTENTS





PagePART IItem 1.
            Description of Business
            3Item 1A.
            Risk Factors
            6Item 2.
            Description of Property
            13Item 3.
            Legal Proceedings
            13Item 4.
            Submission of Matters to a Vote of Security
      Holders
            13PART IIItem 5.
            Market for Common Equity and Related
      StockholderMatters
            13Item 6.
            Management’s Discussion and
      Analysis
            15Item 7.
            Consolidated Financial
      Statements
            24Item 8.
            Changes In and Disagreements With Accountants
      onAccounting and Financial
      Disclosure
            50Item 8A.
            Controls and Procedures
            50Item 8B.
            Other Information
            54PART IIIItem 9.
            Directors, Executive Officers, Promoters and
      ControlPersons; Compliance With
      Section 16(a) of the ExchangeAct
            52Item 10.
            Executive Compensation
            55Item 11.
            Security Ownership of Certain Beneficial Owners
      andManagement and Related
      Stockholder Matters
            59Item 12.
            Certain Relationships and Related
      Transactions
            60Item 13.
            Exhibits
            61Item 14.
            Principal Accountant Fees and
      Services
            62




2




PART I


Item
1. Description of Business





DESCRIPTION
OF OUR COMPANY




We were
originally incorporated in Nevada in April 2004 as Alpha Motorsport, Inc.
(“Alpha”), a development stage company that attempted to engage in the business
of automobile sales. On January 24, 2007, we changed our name to “Healthcare
Providers Direct, Inc.”, a Nevada corporation.  On February 7, 2007,
we completed the acquisition of 100% of the outstanding common stock of
Healthcare Providers Direct, Inc., a Delaware corporation, in exchange for
shares of our common stock. As a result of the transaction, HPD-Delaware became
our wholly owned subsidiary.




Healthcare
Providers Direct, Inc. (“HPD”) was formed as a Delaware corporation incorporated
on October 28, 2004 for the purpose of selling and distributing diagnostic tests
directly to physician offices and other healthcare providers. HPD began
commercial activity in June 2005 and was founded to develop cost-effective
methods of communicating to doctors the availability of state-of-the-art
diagnostic tests that can be performed in their offices that will give immediate
results during the patient’s visit, thus providing better patient care and
increased revenue for such doctor’s practice. More specifically, upon the
communication of the availability of such diagnostic tests and a request by a
physician for the purchase of one or more of the diagnostic products, HPD
intends to market, sell and distribute such diagnostic products to the
requesting physician(s).




DESCRIPTION
OF OUR BUSINESS





Since its
commencement, HPD has developed the capability to cost-effectively reach
physicians through verbal, facsimile and email communications and face-to-face
meetings, and has secured physician customers and received repeat orders from
them that have included multiple test purchases. HPD believes that it is
positioned to continue to capitalize on such capabilities and customers
developed over the past 30 months and accelerate growth through a greater number
of communications to doctors, and by adding to our product portfolio new,
innovative, easy to use, and sometimes one-of-a-kind diagnostic tests previously
only performed in outside laboratories.




Business
Strategy




The
Company’s goal is to become the first national, direct-to-doctor distributor of
Clinical Laboratory Improvement Amendments (“CLIA”)-waived diagnostic tests that
can provide meaningful, incremental revenue and profit for doctors’ practices.
Key elements of the Company’s business strategy include the
following:




•
            Expand
      upon the proven successful and cost-effective methods already developed by
      HPD management to inform doctors of diagnostic tests that can improve
      patient care while providing doctors with incremental revenue and profit,
      with little investment in inventory and no need for additional
      staff.




•
            Hire
      as many as five national sales directors.




•
            Create
      a five person in-house telesales group.





•
            Utilize
      already established and owned physician customer lists (over 75,000
      offices) to quickly sell additional diagnostics to early
      adopters.




•
            Expand
      the successful National Flu Surveillance Network® (www.fluwatch.com) to
      include additional respiratory diseases such as Strep and RSV, and link to
      the HPD website
  (www.healthcareprovidersdirect.com).




•
            Create
      the largest exclusive database of complete doctor contact information,
      including doctor approvals for routine contact by
  HPD.




•
            Focus
      on securing exclusive rights to sell and distribute additional “novel”
      diagnostic tests that will allow HPD to continue to offer timely
      diagnostic tests with the latest technological advantages to primary care
      physicians.




•
            Conduct
      clinical trials and obtain 510(k) approval from the FDA and CLIA waiver
      for three new diagnostic tests.




•
            Utilize
      management’s proven expertise to cost-effectively market products that may
      be ineffectively distributed under conventional distribution
      channels.




•
            Place
      advertisements in high readership practice management
      publications.




•
            Exhibit
      at key professional
conventions/shows.





3





Any
inability to commercialize our diagnostic tests or obtain rights to market and
distribute these tests would negatively impact our business strategy. Any
failure to commercialize our diagnostic tests would likely cause us to alter,
perhaps significantly, our strategy. This could materially adversely affect our
business plan and our ability to manage and finance our company.




Products
- Novel Diagnostic Tests Currently Sold and Marketed by HPD




Background regarding “CLIA
Waiver”. The Clinical Laboratory Improvement Amendments of 1988 (CLIA)
law specified that laboratory requirements for performing diagnostic tests be
based on the complexity of the test performed and established provisions for
categorizing a test as “waived” (diagnostic tests may be waived from regulatory
oversight if they meet certain requirements established by the statute). In the
regulations promulgated pursuant to CLIA, waived tests were defined as simple
laboratory examinations and procedures that are cleared by the Food and Drug
Administration (FDA) for home use; employ methodologies that are so simple and
accurate as to render the likelihood of erroneous results negligible; or pose no
reasonable risk of harm to the patient if the test is performed
incorrectly.




Uni-GoldTM
Recombigen® HIV 1 Test (the “HIV Test”) - The FDA approved and CLIA
waived 10-minute test performed from a simple whole-blood finger stick.
CLIA-waiver allows for the performance and marketing of this test in 189,000
laboratories in the United States, including doctors’ offices and
clinics.  HPD launched the HIV test in July 2005.




•
            HPD
      has identified and is marketing to niche doctors’ practices nationwide
      that perform a high volume of HIV
testing.




•
            HPD
      has provided 25,000 HIV tests to the National Association of Community
      Health Centers (NACHS) for a pilot program aimed at the development of the
      protocol for their organization-wide HIV testing program launched in
      December 2006.NACHS is a
      federally funded, non-profit organization with a total of 1200 clinics
      nationwide, providing health care to 16 million people in low income and
      rural communities. The pilot program will end in March 2008, at which time
      the protocol will be distributed to all public health organizations and
      throughout the US.




ImmunoDipTM Test
For Microalbuminuria - FDA approved and CLIA-waived 3-minute test
performed from a simple urine sample. HPD launched this test in July 2005. This
product is capable of detecting albumin in urine at a very early stage giving
physicians the ability to begin treatment sooner.




ThyroChek® Rapid
Thyroid Stimulating Hormone Screen - FDA approved and CLIA-waived
10-minute finger stick, whole blood, one-step rapid test for Hypothyroidism
screening in adults. Women’s health organizations have recommended that all
newly pregnant women receive a test to determine if she has an undiagnosed
thyroid condition. HPD launched this test in April 2007.




New Products for
2008




In 2007,
we began clinical studies on two doctor office tests that will allow physicians
the ability to receive a diagnosis while the patient is still in the doctor’s
office. These tests report on two medical conditions that generate some of the
largest number of primary care physician visits. By the third quarter 2008, we
hope to have received FDA approval for these tests and be in a position to
provide them to our physician network. We also expect to begin the FDA approval
process on a third point of care test before the end of 2008.




4




Distribution
and Suppliers




HPD
utilizes third-party suppliers to supply its product and distributes the product
directly to its customers.




Competition




Healthcare
Providers Direct, Inc. utilizes a unique method of distribution, communicating
directly with physicians and their key personnel. Our selective product line
includes the latest and best diagnostic tests, using today’s technologies, for
tests doctors regularly perform in their practice. Assuming conservative
Medicaid reimbursements, our pricing delivers greater profit to the doctors’
practices with less out-of-pocket spending.




HPD’s
primary competitors are major distributors such as Henry Schein, Inc.,
Physicians Sales and Service, Inc., McKesson Corp., Fisher Scientific
International, Inc. and Cardinal Health, Inc.These distributors
employ large sales staffs that may be calling on doctors’ offices on a routine
basis. However, these sales people are selling from a catalog with an enormous
product line in many different product categories, and typically do not focus
their selling efforts on products that could enhance the revenue potential of
the doctor’s practice. The overhead cost to employ the sales force would make it
difficult for them to offer HPD’s selling price on specific diagnostic
tests.





Employees





We
believe that our success is largely dependent upon our ability to attract and
retain qualified personnel. As of March 15, 2008, we had 10 full-time employees.
Although we believe that we are appropriately sized to focus on our mission, we
intend to add personnel with specialized expertise, as needed.





We
believe that we have been successful to date in attracting skilled and
experienced business professionals. We consider our employee relations to be
good, and none of our employees are represented by any labor union or other
collective bargaining unit. However, competition for personnel is intense and we
cannot assure that we will continue to be able to attract and retain personnel
of high caliber.





5




Item
1A. Risk Factors





RISKS
RELATED TO BUSINESS





You
should carefully consider the following risk factors and all other information
contained herein as well as the information included in this Annual Report in
evaluating our business and prospects. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties, other
than those we describe below, that are not presently known to us or that we
currently believe are immaterial, may also impair our business operations. If
any of the following risks occur, our business and financial results could be
harmed. You should refer to the other information contained in this Annual
Report, including our consolidated financial statements and the related
notes.





WE
HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN BASE AN INVESTMENT
DECISION.





We have a
limited operating history upon which you can make an investment decision, or
upon which we can accurately forecast future sales. You should, therefore,
consider us subject to the business risks associated with a new business. The
likelihood of our success must be considered in light of the expenses,
difficulties and delays frequently encountered in connection with the formation
and initial operations of a new business.





TO
DATE WE HAVE HAD SIGNIFICANT OPERATING LOSSES, AND AN ACCUMULATED DEFICIT AND
HAVE HAD LIMITED REVENUES AND DO NOT EXPECT TO BE PROFITABLE FOR AT LEAST THE
FORESEEABLE FUTURE, AND CANNOT PREDICT WHEN WE MIGHT BECOME PROFITABLE, IF
EVER.





We have
been operating at a loss since our inception, and we expect to continue to incur
substantial losses for the foreseeable future. Net loss for the year ended
December 31, 2007 was $6,433,798 resulting in an accumulated deficit of
$8,546,802 as of December 31, 2007.  Net loss for the fiscal year
ended December 31, 2006 was $1,251,390 resulting in an accumulated deficit of
$2,113,004 as of December 31, 2006.  Further, we may not be able to
generate significant revenues in the future. In addition, we expect to incur
substantial operating expenses in order to fund the expansion of our business.
As a result, we expect to continue to experience substantial negative cash flow
for at least the foreseeable future and cannot predict when, or even if, we
might become profitable. These facts raise substantial doubt about the Company’s
ability to continue as a going concern.





OUR
CURRENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.





In their
report dated March 18, 2008, Miller, Ellin & Company, LLC, stated our
consolidated financial statements for the year ended December 31, 2007 were
prepared assuming that we would continue as a going concern. Our auditor
expressed substantial doubt about our ability to continue as a going
concern.  Our ability to continue as a going concern is an issue
raised as a result of losses suffered from operations and a working capital
deficiency. We continue to experience operating losses. We can give no assurance
as to our ability to raise sufficient capital or our ability to continue as a
going concern.




ADDITIONAL
FINANCING IS NECESSARY FOR THE IMPLEMENTATION OF OUR GROWTH
STRATEGY.





We may
require additional debt and/or equity financing to pursue our growth strategy.
Given our limited operating history and existing and projected losses, there can
be no assurance that we will be successful in obtaining additional financing.
Lack of additional funding could force us to curtail substantially our growth
plans or cease operations. Furthermore, the issuance by us of any additional
securities pursuant to any future fundraising activities undertaken by us would
dilute the ownership of existing shareholders and may reduce the price of our
common stock.





Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.





WE
MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION
STRATEGY.





We may
not be able to expand our product and service offerings, our client base and
markets, or implement the other features of our business strategy at the rate or
to the extent presently planned. Our projected growth will place a significant
strain on our administrative, operational and financial resources. If we are
unable to successfully manage our future growth, establish and continue to
upgrade our operating and financial control systems, recruit and hire necessary
personnel or effectively manage unexpected expansion difficulties, our financial
condition and results of operations could be materially and adversely
affected.





6





WE HAVE NOT ENTERED INTO ANY
DEFINITIVE CONTRACTS REGARDING OUR PRODUCTS.




Although
we have secured rights to most of the products described above and/or other
similar products, we have not yet entered into binding contracts for all of such
products. See “Description of our Business”.  In addition, even if we
are able to secure the right to sell and distribute such products there is no
guaranty that our rights will be exclusive.




Some of
our product candidates have yet to be approved by the FDA. The progress and
results of any future pre-clinical testing or future clinical trials are
uncertain, and the failure of our product candidates to receive regulatory
approvals will have a material adverse effect on our business, operating results
and financial condition.




In
addition, our product candidates must satisfy rigorous standards of safety and
efficacy before they can be approved by the FDA. The FDA has full discretion
over this approval process. In addition, delays or rejections may be encountered
based upon additional government regulation, including any changes in FDA
policy, during the process of product development, clinical trials and
regulatory approvals.




In order
to receive FDA approval to market a product candidate or to distribute our
products, we must demonstrate through clinical trials that the product candidate
is safe and effective for diagnosis of a specific condition.





WE
MIGHT BE UNABLE TO DEVELOP PRODUCT CANDIDATES THAT WILL ACHIEVE COMMERCIAL
SUCCESS IN A TIMELY AND COST-EFFECTIVE MANNER, OR EVER.




Even if
regulatory authorities approve our product candidates, they may not be
commercially successful. Our product candidates may not be commercially
successful because physicians, government agencies and other third-party payers
may not accept them. Third parties may develop superior products or have
proprietary rights that preclude us from marketing our products. Patient
acceptance of and demand for any product candidates for which we obtain
regulatory approval or license, will depend largely on many factors, including
but not limited to, the extent, if any, of reimbursement of testing costs by
government agencies and other third-party payers, pricing, the safety and
effectiveness of alternative products, and the prevalence and severity of side
effects associated with our products.





WE
LACK SALES, MARKETING AND DISTRIBUTION CAPABILITIES AND DEPEND ON THIRD PARTIES
TO MARKET OUR SERVICES.





We have
minimal personnel dedicated solely to sales and marketing of our services and
therefore we must rely primarily upon third party distributors to market and
sell our services. These third parties may not be able to market our product
successfully or may not devote the time and resources to marketing our services
that we require. We also rely upon third party carriers to distribute and
deliver our services. As such, our deliveries are to a certain extent out of our
control. If we choose to develop our own sales, marketing or distribution
capabilities, we will need to build a marketing and sales force with technical
expertise and with supporting distribution capabilities, which will require a
substantial amount of management and financial resources that may not be
available. If we or a third party are not able to adequately sell and distribute
our product, our business will be materially harmed.





WE
MAY FACE PRODUCT LIABILITY FOR THE SERVICES WE PROVIDE.





Developing,
marketing and sale of our products and services may subject us to product
liability claims. We currently maintain insurance coverage against product
liability risks. Although we maintain product liability insurance, such
insurance coverage may not be adequate to satisfy any liability that may arise.
Regardless of merit or eventual outcome, product liability claims may result in
decreased demand for a service, injury to our reputation, and loss of revenues.
As a result, regardless of whether we are insured, a product liability claim or
product recall may result in losses that could be material to us.





IF
WE ARE UNABLE TO ESTABLISH SUFFICIENT SALES AND MARKETING CAPABILITIES OR ENTER
INTO AND MAINTAIN APPROPRIATE ARRANGEMENTS WITH THIRD PARTIES TO SELL, MARKET
AND DISTRIBUTE OUR SERVICES, OUR BUSINESS WILL BE HARMED.




We have
limited experience as a company in the sale, marketing and distribution of our
products and services. We depend upon third parties to sell our product both in
the United States and internationally. To achieve commercial success, we must
develop sales and marketing capabilities and enter into and maintain successful
arrangements with others to sell, market and distribute our
products.





If we are
unable to establish and maintain adequate sales, marketing and distribution
capabilities, independently or with others, we may not be able to generate
product revenue and may not become profitable. If our current or future partners
do not perform adequately, or we are unable to locate or retain partners, as
needed, in particular geographic areas or in particular markets, our ability to
achieve our expected revenue growth rate will be harmed.




7




WE
FACE COMPETITION IN OUR MARKETS FROM A NUMBER OF LARGE AND SMALL COMPANIES, SOME
OF WHICH HAVE GREATER FINANCIAL, RESEARCH AND DEVELOPMENT, PRODUCTION AND OTHER
RESOURCES THAN WE HAVE.





Our
services face competition from services which may be used as an alternative or
substitute. Therefore, in addition, we compete with several large companies in
the diagnostic business. To the extent these companies, or new entrants into the
market, offer comparable services at lower prices, our business could be
adversely affected. Our competitors can be expected to continue to improve the
design and performance of their products and services and to introduce new
products and services with competitive performance characteristics. There can be
no assurance that we will have sufficient resources to maintain our current
competitive position. See “Description of Business - Competition.”




WE
ARE DEPENDENT UPON KEY PERSONNEL AND CONSULTANTS.





Our
success is heavily dependent on the continued active participation of our
current executive officers listed under “Management.” Loss of the services of
one or more of our officers could have a material adverse effect upon our
business, financial condition or results of operations. Further, our success and
achievement of our growth plans depend on our ability to recruit, hire, train
and retain other highly qualified technical and managerial personnel.
Competition for qualified employees among companies in the technology
industry is intense, and the loss of any of such persons, or an inability to
attract, retain and motivate any additional highly skilled employees required
for the expansion of our activities, could have a materially adverse effect on
us. The inability on our part to attract and retain the necessary personnel and
consultants and advisors could have a material adverse effect on our business,
financial condition or results of operations.





WE
ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL
STOCKHOLDERS.





Our
directors, executive officers and principal stockholders (beneficial holders of
5% or more of our voting securities) and their affiliates beneficially own
approximately 52% of the outstanding shares of Common Stock. Accordingly,
our executive officers, directors, principal stockholders and certain of their
affiliates will have substantial influence on the ability to control the
election of our Board of Directors of the Company and the outcome of issues
submitted to our stockholders.





WE
CANNOT PREDICT THE IMPACT OF OUR PROPOSED MARKETING EFFORTS. IF THESE EFFORTS
ARE UNSUCCESSFUL WE MAY NOT EARN ENOUGH REVENUE TO BECOME
PROFITABLE.





Our
success will depend on investing in marketing resources. Our proposed business
plan includes considerable outsourcing of marketing as well as dependence on
channel partners unaffiliated with the Company. Any marketing plans developed
may include attending trade shows and making private demonstrations, advertising
and promotional materials, advertising campaigns in both print and broadcast
media, and advertising/promotion-related operations. We cannot give any
assurance that these marketing efforts will be successful. If they are not,
revenues may be insufficient to cover our fixed costs and we may not become
profitable.





WE
MAY SUFFER LOSSES FROM PRODUCT LIABILITY CLAIMS IF OUR PRODUCT CANDIDATES CAUSE
HARM TO PATIENTS.




Any of
our product candidates could cause adverse events, such as failure to render
accurate test results. These failures may not be observed in clinical trials,
but may nonetheless occur after commercialization. If any of these failures
occur, they may render our product candidates ineffective and our sales would
suffer.




In
addition, potential adverse events caused by our product candidates could lead
to product liability lawsuits. If product liability lawsuits are successfully
brought against us, we may incur substantial liabilities and may be required to
limit commercialization of our product candidates. Our business exposes us to
potential product liability risks, which are inherent in the testing,
manufacturing, marketing and sale of pharmaceutical products. We may not be able
to avoid product liability claims. We will endeavor to maintain sufficient
product liability insurance. If we are unable to retain sufficient insurance
coverage on reasonable terms or to otherwise protect against potential product
liability claims, we may be unable to commercialize our product candidates. A
successful product liability claim brought against us in excess of our insurance
coverage, if any, may cause us to incur substantial liabilities and, as a
result, our business may not succeed.




8




WE
MAY RELY ON THIRD PARTIES TO IMPLEMENT OUR MANUFACTURING AND SUPPLY
STRATEGIES.




If our
current and future manufacturing and supply strategies are unsuccessful, then we
may be unable to complete any future clinical trials and/or commercialize our
product candidates in a timely manner, if at all. Completion of any potential
future clinical trials and commercialization of our product candidates will
require access to, or development of, facilities to manufacture a sufficient
supply of our product candidates. We do not have the resources, facilities or
experience to manufacture our product candidates on our own and do not intend to
develop or acquire facilities for the manufacture of product candidates for
clinical trials or commercial purposes in the foreseeable future. We intend to
continue to rely on contract manufacturers to produce sufficient quantities of
our product candidates necessary for any clinical testing we undertake in the
future. Such contract manufacturers may be the sole source of production and may
have limited experience at manufacturing, formulating, analyzing, filling and
finishing our types of product candidates.





IF
WE MAKE TECHNOLOGY OR PRODUCT ACQUISITIONS, WE MAY INCUR A NUMBER OF COSTS, MAY
HAVE INTEGRATION DIFFICULTIES AND MAY EXPERIENCE OTHER RISKS THAT COULD HARM OUR
BUSINESS AND RESULTS OF OPERATIONS.




We may
acquire and/or license additional product candidates and/or technologies. Any
product candidate or technology we license or acquire will likely require
additional development efforts prior to commercial sale, including extensive
clinical testing and approval by the FDA. All product candidates are prone to
risks of failure inherent in diagnostic product development, including the
possibility that the product candidate or product developed based on licensed
technology will not be shown to be sufficiently safe and effective for approval
by regulatory authorities. In addition, we cannot assure you that any product
candidate that we develop based on acquired or licensed technology that is
granted regulatory approval will be manufactured or produced economically,
successfully commercialized or widely accepted in the marketplace. Moreover,
integrating any newly acquired product candidates could be expensive and
time-consuming. If we cannot effectively manage these aspects of our business
strategy, our business may not succeed.




Furthermore,
proposing, negotiating and implementing an economically viable acquisition or
license can be a lengthy, costly and complex process. Other companies, including
those with substantially greater financial, marketing and sales resources, may
compete with us for the acquisition or license of product candidates and/or
technologies. We may not be able to acquire the rights to alternative product
candidates and/or technologies on terms that we find acceptable, or at all. Our
failure to acquire or license alternative product candidates and/or technologies
could have a material adverse effect on our business, prospects and financial
condition.




WE
MAY NOT BE ABLE TO SUCCESSFULLY GROW AND EXPAND OUR BUSINESS.




We may
not be able to successfully expand. Successful implementation of our business
plan will require management of growth, which will result in an increase in the
level of responsibility for management personnel. To manage growth effectively,
we will be required to continue to implement and improve our operating and
financial systems and controls to expand, train and manage our employee base.
The management, systems and controls currently in place or to be implemented may
not be adequate for such growth, and the steps taken to hire personnel and to
improve such systems and controls might not be sufficient. If we are unable to
manage our growth effectively, it will have a material adverse effect on our
business, results of operations and financial condition.





THE
FAILURE TO OBTAIN OR MAINTAIN PATENTS, LICENSING AGREEMENTS AND OTHER
INTELLECTUAL PROPERTY COULD IMPACT OUR ABILITY TO COMPETE
EFFECTIVELY.




To
compete effectively, we need to develop and maintain a proprietary position with
regard to our intellectual property, licensing agreements, product candidates
and business. Legal standards relating to the validity and scope of claims are
still evolving. Therefore, the degree of future protection for our proprietary
rights in our products is also uncertain. The risks and uncertainties that we
face with respect to our patents and other proprietary rights include the
following:




•
            while
      the patents we license have been issued, the pending patent applications
      filed by the manufacturers or suppliers
              of
      our products may not result in issued patents or may take longer than we
      expect to result in issued patents;




•
            we
      may be subject to interference
proceedings;




•
            we
      may be subject to opposition proceedings in foreign
    countries;




•
            any
      patents that are issued may not provide meaningful
    protection;




•
            other
      companies may challenge patents licensed or issued to us or our
      suppliers;




•
            other
      companies may independently develop similar or alternative technologies,
      or duplicate our technologies;




•
            other
      companies may design around technologies we have licensed;
    and




•
            enforcement
      of patents is complex, uncertain and
expensive.




9




We cannot
be certain that patents will be issued as a result of any pending applications,
and we cannot be certain that any issued patents, whether issued pursuant to our
pending applications or license, will give us adequate protection from competing
products. For example, issued patents, including the patents licensed from
others, may be circumvented or challenged, declared invalid or unenforceable, or
narrowed in scope. In addition, since publication of discoveries in the
scientific or patent literature often lags behind actual discoveries, we cannot
be certain that we were the first to make our inventions or to file patent
applications covering those inventions.




It is
also possible that others may obtain issued patents that could prevent us from
commercializing our products or require us to obtain licenses requiring the
payment of significant fees or royalties in order to enable us to conduct our
business. As to those patents that we have licensed, our rights depend on
maintaining our obligations to the licensor under the applicable license
agreement, and we may be unable to do so.




INTERNATIONAL
PATENT PROTECTION IS PARTICULARLY UNCERTAIN, AND IF WE ARE INVOLVED IN
OPPOSITION PROCEEDINGS IN FOREIGN COUNTRIES, WE MAY HAVE TO EXPEND SUBSTANTIAL
SUMS AND MANAGEMENT RESOURCES.




Patent
law outside the United States is even more uncertain than in the United States
and is currently undergoing review and revision in many countries. Further, the
laws of some foreign countries may not protect our intellectual property rights
to the same extent as the laws of the United States. For example, certain
countries do not grant patent claims that are directed to the treatment of
humans. We may participate in opposition proceedings to determine the validity
of the foreign patents or our competitors’ foreign patents, which could result
in substantial costs and diversion of our efforts.





WE
ARE SUBJECT TO GOVERNMENT REGULATIONS, AND WE MAY EXPERIENCE DELAYS IN OBTAINING
REQUIRED REGULATORY APPROVALS IN THE UNITED STATES TO MARKET OUR PROPOSED
PRODUCT CANDIDATES.




Various
aspects of our operations are or may become subject to federal, state or local
laws, rules and regulations, any of which may change from time to time. Costs
arising out of any regulatory developments could be time-consuming, expensive
and could divert management resources and attention and, consequently, could
adversely affect our business operations and financial performance.




Delays in
regulatory approval, limitations in regulatory approval and withdrawals of
regulatory approval may have a negative impact on our results. If we experience
significant delays in testing or approvals, our product development costs, or
our ability to license product candidates, will increase. If the FDA grants
regulatory approval of a product, this approval will be limited to those disease
states and conditions for which the product has demonstrated, through clinical
trials, to be safe and effective. Any product approvals that we receive in the
future could also include significant restrictions on the use or marketing of
our products. Product approvals, if granted, can be withdrawn for failure to
comply with regulatory requirements or upon the occurrence of adverse events
following commercial introduction of the products. Failure to comply with
applicable FDA or other applicable regulatory requirements may result in
criminal prosecution, civil penalties, recall or seizure of products, total or
partial suspension of production or injunction, as well as other regulatory
action against our product candidates or us. If approval is withdrawn for a
product, or if a product were seized or recalled, we would be unable to sell or
license that product and our revenues would suffer. In addition, outside the
United States, our ability to market any of our potential products is contingent
upon receiving market application authorizations from the appropriate regulatory
authorities and these foreign regulatory approval processes include all of the
risks associated with the FDA approval process described above.




WE
FACE SIGNIFICANT COMPETITION AND CONTINUOUS TECHNOLOGICAL CHANGE.




If our
competitors develop and commercialize products faster than we do, or develop and
commercialize products that are superior to our product candidates, our
commercial opportunities will be reduced or eliminated. The extent to which any
of our product candidates achieve market acceptance will depend on competitive
factors, many of which are beyond our control. Competition in the diagnostic
industry is intense and has been accentuated by the rapid pace of technology
development.





Our competitors may succeed in
developing and commercializing products earlier and obtaining regulatory
approvals from the FDA more rapidly than we do. Our competitors may also develop
products or technologies that are superior to those we are developing, and
render our product candidates or technologies obsolete or non-competitive. If we
cannot successfully compete with new or existing products, our marketing and
sales will suffer and we may not ever be profitable.





10





OUR
BUSINESS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL.





Our
ability to increase sales, and to profitably distribute and sell our products
and services, is subject to a number of risks, including changes in our business
relationships with our principal distributors, competitive risks such as the
entrance of additional competitors into our markets, pricing and technological
competition, risks associated with the development and marketing of new products
and services in order to remain competitive and risks associated with changing
economic conditions and government regulation.





THE
ISSUANCE OF SHARES UPON CONVERSION OF OUR CONVERTIBLE DEBENTURES AND EXERCISE OF
OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO OUR
EXISTING STOCKHOLDERS.





The
issuance of shares upon conversion of our convertible notes and exercise of
warrants may result in substantial dilution to the interests of other
stockholders since the security holders may ultimately convert and sell the full
amount issuable on conversion. Although the holders of our convertible
debentures and warrants may not convert their convertible debentures and/or
exercise their warrants if such conversion or exercise would cause them to own
more than 4.99% of our outstanding common stock, this restriction does not
prevent these security holders from converting and/or exercising some of their
holdings and then converting the rest of their holdings. In this way, the
selling stockholders could sell more than this limit while never holding more
than this limit.





OUR
COMMON STOCK TRADES IN A LIMITED PUBLIC MARKET, THE OVER-THE-COUNTER BULLETIN
BOARD; ACCORDINGLY, INVESTORS FACE POSSIBLE VOLATILITY OF SHARE
PRICE.




Our
common stock is currently quoted on the Over-the-Counter Bulletin Board under
the ticker symbol HPRD.OB. As of March 14, 2008, there were 44,911,538 shares of
Common Stock outstanding.





There can
be no assurance that a trading market will be sustained in the future. Factors
such as, but not limited to, technological innovations, new products,
acquisitions or strategic alliances entered into by us or our competitors,
government regulatory actions, patent or proprietary rights developments, and
market conditions for penny stocks in general could have a material effect on
the liquidity of our common stock and volatility of our stock
price.





IF THE COMPANY FAILS TO REMAIN
CURRENT ON ITS REPORTING REQUIREMENTS, THE COMPANY COULD BE REMOVED FROM THE OTC
BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL ITS
SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE
SECONDARY MARKET.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If the Company fails to remain current on
its reporting requirements, the Company could be removed from the OTC Bulletin
Board. As a result, the market liquidity for its securities could be severely
adversely affected by limiting the ability of broker-dealers to sell its
securities and the ability of stockholders to sell their securities in the
secondary market.





OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:






            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and





            the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





            obtain
      financial information and investment experience objectives of the person;
      and





            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.




11




The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and





            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





WE HAVE NOT PAID DIVIDENDS IN THE
PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT
MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK .





We have
never paid cash dividends on our common stock and do not anticipate paying cash
dividends in the foreseeable future. The payment of dividends on our common
stock will depend on earnings, financial condition and other business and
economic factors affecting it at such time as the board of directors may
consider relevant. If we do not pay dividends, our common stock may be less
valuable because a return on your investment will only occur if its stock price
appreciates.




12





Item
2. Description of Property





We are
currently leasing our executive offices. Our executive offices are located at
3371 Route One, Suite 200, Lawrenceville, New Jersey, 08648.








Item
3. Legal Proceedings





From time
to time, we may be involved in various claims, lawsuits, and disputes with third
parties, actions involving allegations of discrimination or breach of contract
actions incidental to the normal operations of the business.





Our
diagnostic testing equipment entails an inherent risk of an exposure related to
product liability. We may be named as a defendant in such lawsuits and thus
become subject to the attendant risk of substantial damage awards. We believe
that we have adequate product liability insurance coverage. There can be no
assurance, however, that we will not be sued, that any such lawsuit will not
exceed our insurance coverage, or that we will be able to maintain such coverage
at acceptable costs and on favorable terms.




We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.








Item
4. Submission of Matters to a Vote of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2007.








PART II





Item
5. Market for Common Equity and Related Stockholder Matters





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”) which is
sponsored by the NASD. The OTCBB is a network of security dealers who buy and
sell stock. The dealers are connected by a computer network that provides
information on current "bids" and "asks", as well as volume information. Our
shares are quoted on the OTCBB under the symbol “HPRD”. As of December 31, 2007,
there were 44,906,538 shares of common stock outstanding.





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





High
              
              
              LowYear
      Ending December 31, 2006:Second
      Quarter (beginning on April 26, 2006)
              
              $
              2.10
              
              
              
              0.18928Third
      Quarter
              
              
              2.50
              
              
              
              1.02Fourth
      Quarter
              
              
              2.50
              
              
              
              2.10Year
      Ending December 31, 2007:First
      Quarter
              
              $
              2.75
              
              
              
              0.80Second
      Quarter
              
              
              0.87
              
              
              
              0.50Third
      Quarter
              
              
              1.57
              
              
              
              0.18Fourth
      Quarter
              
              
              0.25
              
              
              
              0.07Year
      Ending December 31, 2008:First
      Quarter
              
              $
              0.10
              
              
              
              0.032




The closing price for the common stock
on December 31, 2007 was $0.10 per share.




13


Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market 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 or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement 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 those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





Holders
of Our Common Stock





As of
March 6, 2008, we had approximately one hundred and twenty holders of record of
our common stock.  Our transfer agent is American Stock Transfer and
Trust Company.





Dividends





We have
neither declared nor paid any cash dividends on our capital stock and do not
anticipate paying cash dividends in the foreseeable future. We have limited
revenues and no earnings. Our current policy is that if we were to generate
revenue and earnings we would retain any earnings in order to finance our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and in accordance with applicable corporate law. There are no restrictions in
our articles of incorporation or bylaws that restrict us from declaring
dividends. The Nevada Revised Statutes, however, do prohibit us from declaring
dividends where, after giving effect to the distribution of the
dividend:





1.
            We
      would not be able to pay our debts as they become due in the usual course
      of business; or





2.
            Our
      total assets would be less than the sum of our total liabilities, plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





Recent
Sales of Unregistered Securities





On
December 5, 2007, the Company issued 5,000 and 22,500 shares of restricted
common stock for legal and investor relation services rendered to us, valued at
$550 and $2,475, respectively.





On
December 10, 2007, the Company issued a 5-year warrant to purchase up to 43,000
shares of restricted common stock for $0.50 per share for investor relation
services rendered to us, valued at $3,870 (calculated to be the fair value based
on the Black-Scholes pricing model on the issuance date). The Company recorded
this expense and is included on the statement of operations for the year ending
December 31, 2007.





14




Item
6. Management’s Discussion and Analysis





Forward-Looking
Statements




Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Overview





We were
incorporated in the State of Nevada in April 2004 under the name “Alpha
Motorsport, Inc.” On January 24, 2007, we changed our name from “Alpha
Motorsports, Inc.” to “Healthcare Providers Direct, Inc.”, a Nevada corporation.
Immediately prior to the acquisition of HPD, we had nominal assets and revenues
and no business operations.





On
January 24, 2007, Alpha formed a wholly-owned subsidiary, Healthcare Providers
Direct, Inc., a Nevada corporation and on January 24, 2007, completed a
short-form merger pursuant to the Nevada Revised Statutes, and effectively
changed its name to “Healthcare Providers Direct, Inc.”, a Nevada
corporation.





On
February 7, 2007, we completed the acquisition of Healthcare Providers Direct,
Inc., a Delaware corporation (“HPD”), in a share exchange transaction pursuant
to a Share Exchange Agreement by and among us, HPD-Delaware, and the
shareholders of HPD-Delaware (the “Exchange Agreement”). As a result of the
transaction, HPD-Delaware became our wholly owned subsidiary.





HPD was
formed as a Delaware corporation incorporated on October 28, 2004 for the
purpose of selling and distributing diagnostic tests directly to physician
offices and other healthcare providers. HPD commenced business operations on
January 3, 2005.  HPD began commercial activity in June 2005 and was
founded to develop cost-effective methods of communicating to doctors the
availability of state-of-the-art diagnostic tests that can be performed in
his/her office that will give immediate results during the patient’s visit, thus
providing better patient care and increased revenue for such doctor’s practice.
More specifically, upon the communication of the availability of such diagnostic
tests and a request by a physician for the purchase of one or more of the
diagnostic products, HPD intends to market, sell and distribute such diagnostic
products to the requesting physician(s).




Since its
commencement, HPD has developed the capability to cost-effectively reach
physicians through verbal, facsimile and email communications and face-to-face
meetings, and has secured physician customers and received repeat orders from
them that have included multiple test purchases. HPD believes that it is now
positioned to capitalize on such capabilities and customers developed over the
past 30 months and accelerate growth through a greater number of communications
to doctors, and by adding to our product portfolio new, innovative, easy to use,
and sometimes one-of-a-kind diagnostic tests previously only performed in
outside laboratories.





Current
trends and outlook





With the
launch of one additional diagnostic test during the year ended December 31,
2007, our product portfolio totaled 15 products. We have increased the number of
communications to our contact lists of Primary Care Physicians (Family
Practitioners, General Practitioners, Internal Medicine,
Obstetricians/Gynecologists, and Pediatricians). This has accelerated the build
up of our active Physician customer base. Also, we continue to communicate with
our customers on a weekly basis regarding product specific and general practice
opportunities we discover. These communications aid us in receiving timely
re-orders and the purchase of additional tests by our Physician
customers.




15




In 2007
we began clinical studies on two doctor office tests that will allow physicians
the ability to receive a diagnosis while the patient is still in the doctor’s
office. These tests report on two medical conditions that generate some of the
largest number of primary care physician visits. By the third quarter 2008, we
anticipate to receive FDA approval for these tests and be in a position to
provide them to our physician network. We also expect to begin the FDA approval
process on a third point of care test before the end of 2008.





We have
also started the process of identifying heavy user groups of individual rapid
diagnostics and are now communicating the benefits and availability of our
products to those organizations.





In 2008
and beyond, it is the Company’s intention to expand upon the formula that proved
itself in 2006 and 2007. By communicating the availability of our product
portfolio, we are able to cost effectively generate new customers on a continual
basis, provide a high level of quality service and enjoy a high re-order rate by
our customers for the rapid diagnostic tests they purchase from us. The
objective is to build an ever growing network of physician office customers,
increase the number of diagnostics each physician office purchases, expand the
portfolio of novel diagnostics that can be performed in primary care physician
offices, and develop relationships with high user groups; the sum of which
should deliver increased revenue and gross profit contribution utilizing proven,
cost effective communication and marketing methods while maintaining strict
expense controls.








16




Revenue
Sources





We
currently derive revenues from the sale and distribution of diagnostic tests
directly to physicians and other healthcare providers in the United
States.





Critical
Accounting Estimates





Accounting
estimates and assumptions discussed in this section are those that we consider
to be the most critical to an understanding of our financial statements because
they inherently involve significant judgments and uncertainties. For all of
these estimates, we caution that future events rarely develop exactly as
forecast, and the best estimates routinely require adjustments.





Allowance
for Doubtful Accounts





The
Company extends credit to its customers, based upon credit evaluations, in the
normal course of business. Bad debt expense is provided on the allowance method
based on historical experience and management’s evaluation of outstanding
accounts receivable. Accounts are written off when they are deemed
uncollectible.





Impairment
of Long Lived Assets





The
Company evaluates its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of such assets may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of any asset to future net undiscounted cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
the costs to sell.




Share-Based
Compensation





The
Company accounts for its stock options in accordance with SFAS No. 123(R), which
requires the measurement and recognition of compensation expense for all
share-based payment awards based on estimated fair values at the date of the
grant. Determining the fair value of share-based awards at the grant date
requires judgment in developing assumptions, which involve a number of
variables. These variables include, but are not limited to, the expected stock
price volatility over the term of the awards, and expected stock option exercise
behavior. In addition, we also use judgment in estimating the number of
share-based awards that are expected to be forfeited.




Valuation
Allowance for Income Taxes





The
Company accounts for income tax in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 109,Accounting for Income
Taxes , which requires an asset and liability approach to financial
reporting for income taxes. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce the deferred tax assets to the amount
expected to be realized. The Company has recorded a valuation allowance to
reflect the estimated amount of deferred tax assets that may not be realized due
to the Company’s inability to generate profits to utilize NOL’s. The net
increase in the valuation allowance is primarily related to increases in federal
and state NOL carryovers.





17




Results
of Operations for the Years Ended December 31, 2007 and 2006





The
results of operations related to Alpha Motorsport are not material and are
therefore not included in either the Financial Statements or
Management’s  Discussions and Analysis hereof.  The results
of operations provided below consist only of Healthcare Providers Direct,
Inc.




Revenues





Gross
revenues for the years ended December 31, 2007 and 2006 were $542,460 and
$539,990, respectively.  The increase in revenues of $2,470 or 0.5%
was primarily due to an increase in sales of our Rapid HIV Diagnostic Test of
approximately $68,000. In addition, we saw an increase of approximately $9,000
in our Rapid Thyroid Screening test. These increases were offset by a decrease
in Flu test sales in the approximate amount of $76,000 due to a mild 2006-2007
flu season and the ZstatFlu test product expiring during the third quarter of
2007.





Cost
of Sales





Our cost
of sales increased to $278,954 for the year ended December 31, 2007, as compared
to $242,948 for the year ended December 31, 2006. This increase of $36,006 was
primarily attributed to the overall increase in sales of products with lower
profit margins. Cost of sales as a percentage of product sales increased to
51.4% for the year ended December 31, 2007 as compared to 45.0% for the year
ended December 31, 2006.  This increase was attributed to the increase
in lower profit margin product mix sales.




Gross
Profit





Gross
profit for the year ended December, 31 2007 decreased to 48.6% of revenues from
55.0% of revenues for year ended December 31, 2006. This decrease in the gross
percentage was due primarily to a decrease in higher profit product
sales.





Expenses





For the
year ended December 31, 2007, operating expenses increased $4,772,147 to
$6,301,101, as compared to $1,528,954 for the year ended December 31, 2006.
These expenses consisted of general and administrative expenses, merger related
expenses, marketing expenses and clinical research and development work on two
new diagnostic panels during the year ended December 31, 2007.





Research
and Development





Research
and development expenses were $293,000 and $52,311 for the years ended December
31, 2007 and 2006, respectively.  The increase of $240,689 was the
result of expanded research into the development of clinical protocols for two
new diagnostic panels.





Sales
and Marketing





Sales and
marketing expenses were $729,723 and $349,123 for the years ended December 31,
2007 and 2006 respectively. This increase of $380,600 is attributable to an
increase in salaries and benefits in the approximate amount of $170,000 for our
new sales and marketing professionals hired in late March 2007 and approximately
$210,000 in expense to complete our new marketing effort which established
existing business relationships (EBR’s) with potential new customers during
2007.





Merger
Related




Merger
related expenses were $2,927,285 for the year ended December 31, 2007. This was
the result of recording the Investa Capital Partners warrant expense issued for
services performed in connection with the reverse merger transaction. (See note
1 to the financial statements included herein)





General
and Administrative




General
and administrative expenses increased $1,223,573 to $2,351,093 for the year
ended December 31, 2007, as compared to $1,127,520 for the year ended December
31, 2006. These increases were partially the result of recording stock based
compensation and the issuance of stock and warrants for services rendered in the
approximate amounts of $325,000 in 2007 as compared to $0 for the year ended
December 31, 2006. There was approximately $425,000 in increased accounting,
investor relations and legal fees incurred in 2007, as compared to 2006. The
increases in accounting fees of $200,000, investor relation fees of $143,000 and
legal fees of $82,000 are attributable to our reverse merger and the subsequent
costs associated with being a Public Company. There was approximately $200,000
incurred on finalizing our reimbursement coding work and strategic direction for
products currently in the clinical study phase and $75,000 for new hire
recruitment fees. There was an approximate $89,000 write off of an intangible
asset due to the product expiring and the Company’s decision not to utilize the
remaining term of licensing component for the above mentioned expired product.
There was an approximate increase of $77,000 and $43,000 in insurance and
salaries in 2007, as compared to 2006.




18




Operating
Loss





Our operating loss was
$6,037,595 for the year ended December 31, 2007, as compared to an operating
loss of $1,231,912 for the year ended December 31, 2006. The increase of
$4,805,683 the operating loss is primarily due to the aforementioned factors as
described above.




Interest
Expense, net





Interest
expense, net was ($396,203) and ($19,478) for the years ended December 31, 2007
and 2006, respectively. The increase of $376,725 was due primarily to the
amortization of both the deferred financing and the debt discount on convertible
debentures of approximately $316,000 and the interest expense on these
debentures of approximately $76,000. In addition, there was an increase of
approximately $10,000 in interest income in 2007, as compared to
2006.





Net
Loss





The
aforementioned factors resulted in a net loss of $6,433,798 during the year
ended December 31, 2007, as compared to a net loss of $1,251,390 during the year
ended December 31, 2006, an increase of 414%. The increase in the net loss was
primarily due to the factors as described above.




Seasonality





Our
operations have historically been seasonal, with higher revenues generally
occurring in the first half of our fiscal year (January to June) as a result of
increased demand for our services and products during the flu, strep, and
respiratory syncytial virus (RSV) seasons.




19








Liquidity and Capital Resources




The
Company has not historically generated, and does not currently generate, enough
revenue to provide the cash needed to support its operations, and has continued
to operate primarily by raising capital and incurring debt. In order to better
position the Company to take advantage of potential growth opportunities and to
fund future operations, the Company sold $2,150,000 of its 9% Senior Secured
Convertible Debentures (the “Debentures”) in a private placement from July 31,
2007 through August 31, 2007. The debentures are convertible into the Company’s
common stock at the option of the holder at any time up to maturity at an
initial conversion price equal to $0.25 per share. The debentures have a
three-year term and accrue interest at 9% per year.




Accrued
interest on the convertible debt  is payable semi-annually in cash or
in Common Stock, at the Company’s optionprovided ,however ,
payment in shares of common stock may only occur if during the 20 Trading Days
immediately prior to the applicable Interest Payment Date (i) the Company shall
have given the Investor notice (ii) such shares to be delivered on the Interest
Payment Date are registered at the time of issuance, (iii) at the time of
issuance there are a sufficient number of registered shares to cover all of the
shares of common stock issuable upon conversion of the debenture and (iv) the
Common Stock is trading on the Trading Market and the Registrable Securities are
listed for trading on a Trading Market (and the Company believes, in good faith,
that trading of the Common Stock on a Trading Market will continue uninterrupted
for the foreseeable future).  Accrued interest at December 31, 2007 is
approximately $76,000.





Beginning
on the six-month anniversary of the Closing of each Debenture, and continuing on
the same day of each successive month thereafter, the Company must repay
1/29th  of the aggregate face amount of the Debentures, plus all
accrued interest thereon, either in cash or in Common Stock, at the Company’s
option. If prepaid in Common Stock, the number of shares issued will be based on
a 25% discount to the volume weighted average price (VWAP) of the Common Stock
for the ten (10) trading days immediately preceding (but not including) the
applicable prepayment date. Notwithstanding the foregoing, the Company’s right
to prepay the Debentures in shares of Common Stock on each prepayment date is
subject to the condition that the Registration Statement must be effective on
such prepayment date and available for use by the investors.





The
Company will have the ability to cause the investors to convert their Debentures
and any accrued but as yet unpaid interest thereon into Common Stock if (i) the
Registration Statement is effective and available for use by the Investors on
the date the conversion notice is given by the Company, (ii) the closing price
of the Common Stock exceeded $1.00 for each of the 20 consecutive trading days
immediately preceding the date that the conversion notice is given by the
Company, and (iii) the average daily trading volume for the Common Stock during
such 20 consecutive trading day period exceeded 125,000 shares.





For each
aggregate face amount of Debentures purchased, each investor received a Warrant
to purchase such number of shares of Common Stock equal to the aggregate face
amount of their respective Debenture divided by the Conversion
Price.  The Warrants are exercisable for a period of five years at an
exercise price of $0.50 per share.  At December 31, 2007 there are
8,600,000 warrants associated with the debentures outstanding with an aggregate
value of approximately $1,483,000.  The estimated fair value of the
warrant cost of $1,483,000 was recorded as an additional debt discount and is
being amortized using the effective interest method over the 3 year term of the
notes.  For the year ended December 31, 2007, approximately $189,000
was expensed as debt discount costs leaving a remaining balance of approximately
$1,295,000.




The
convertible debentures had beneficial conversion features totaling approximately
$656,000 which is being amortized using the effective interest method over the
term of the debentures. $80,000 is reflected in interest expense related to
beneficial conversion on the accompanying statement of operations for the year
ended December 31, 2007.




In
consideration for placement services, the Company has paid the Placement Agent a
commission of 8% of the gross proceeds of the Offering plus 5-year warrants to
purchase up to such number of Warrants equal to 8% of the aggregate amount of
Securities subscribed for at $0.19 per share or 100% of the 5-day average
closing price of the common stock for the five days preceding, but not
including, the closing date.  The commissions paid to the placement
agent and other costs of issuance were recorded as deferred financing costs of
approximately $441,000 of which approximately $153,000 were related to the
issuance of warrants and approximately $288,000 was paid as cash for placement
agent fees and various other direct costs of issuance.





As
of December 31, 2007, Healthcare Providers Direct, Inc. had a working capital
deficit of $325,525 and cash on hand of $277,530.  During the year
ended December 31, 2007, cash flows used in operating activities were
$3,228,165. This was principally due to the net loss of $6,433,798, less
non-cash items of $3,713,428.





For
the year ended December 31, 2007, cash flows used in investing activities were
$13,367 for purchase of equipment.





For
the year ended December 31, 2007, cash flows provided by financing activities
were $3,255,568 primarily due to the recent convertible notes issuance as
described above and the proceeds of the issuance of the Series B preferred stock
of $1,144,153.





20





On February 7, 2007, HPD and Alpha
consummated the Share Exchange Agreement.





Effective
February 7, 2007, the Company entered into a definitive Share Exchange Agreement
with Alpha Motorsport, Inc., a Nevada corporation and the shareholders of HPD
pursuant to which HPD became a wholly-owned subsidiary of the Company (the
“Merger”).  The share exchange agreement provided for the acquisition
of all of the issued and outstanding capital stock of HPD consisting of 4,683
shares of common stock (on an as-converted, issued and outstanding basis), in
exchange for 34,464,038 shares of the Company’s common stock, par value $.001
per share (the “Share Exchange”).




Prior
to the closing of the Share Exchange, the Company had 30,000,000 shares of
common stock issued and outstanding and subsequent to the Share Exchange it had
44,864,038 shares of common stock issued and outstanding. The share exchange
will be accounted for as a reverse merger for accounting purposes. Upon the
closing of the Merger on February 7, 2007, HPD became a wholly-owned subsidiary
of the Company.





Upon
the closing of the Share Exchange, (i) 1,558 shares of common stock, (ii) 577
shares of Series A Convertible Preferred Stock and (iii) 2,548 shares of Series
B Convertible Preferred Stock of HPD were exchanged for 34,464,038 shares of
common stock of the Alpha
Motorsports.




Future
Liquidity and Capital Needs





Based
upon our current working capital position, current operating plans and expected
business conditions, management believes that there will be sufficient working
capital to finance operations in 2008, however, there is no assurance that the
recent financing will be sufficient to fund operations until sales and
profitability improve to the point that we are able to operate from internally
generated cash flows. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from our
possible inability to continue as a going concern.




Significant
additional capital resources are required from sources including equity and/or
debt financings, license arrangements, grants and/or collaborative research
arrangements in order to develop products. Thereafter, additional working
capital will need to be raised.





If we
decide to engage in such funding activities, or if our operating results fail to
meet our expectations, we could be required to seek additional funding through
public or private financings or other arrangements. In such event, adequate
funds may not be available when needed, or, may be available only on terms which
could have a negative impact on our business and results of operations. In
addition, if we raise additional funds by issuing equity or convertible
securities, dilution to then existing stockholders may result.




The
timing and degree of any future capital requirements will depend on many
factors, including:





·
            The
      magnitude and scope of our research and development programs and our
      ability to establish, enforce and maintain strategic arrangement for
      research, development, clinical testing, manufacturing and
      marketing;





·
            our
      progress with preclinical development and clinical
  trials;




·
            the
      time and costs involved in obtaining regulatory
  approvals;




·
            the
      costs involved in preparing, filing, prosecuting, maintaining, defending
      and enforcing patents; and claims;
and




·
            the
      number and type of product candidates that we
  pursue





Further,
if additional funds are obtained through arrangements with collaborative
partners, these arrangements may require us to relinquish rights to some of our
technologies, product candidates or products that we would otherwise seek to
develop and commercialize on our own. If sufficient capital is not available, we
may be required to delay, reduce the scope of or eliminate one or more of our
product lines.




21





Contractual
Obligations Balances:





Payments
due under contractual obligations as of December 31, 2007 were as
follows:





Total
            
            
            Less
      than 1 year
            
            
            1-3
      yearsOperating
      leases
            
            $
            10,680
            
            
            $
            10,680
            
            
            $
            -Purchase
      commitments  (a)
            
            
            241,935
            
            
            
            241,935
            
            
            
            -Note
      payable – related party
            
            
            90,000
            
            
            
            -
            
            
            
            90,000Convertible
      notes payable (b) (c)
            
            
            2,150,000
            
            
            
            663,448
            
            
            
            1,486,552Interest
      on convertible notes payable (c,d)
            
            
            334,463
            
            
            
            239,375
            
            
            
            95,088




(a)
            The
      Company has a purchase agreement for a diagnostic test, which requires the
      Company to order minimum amounts of diagnostic tests. Should the Company
      fail to meet this minimum ordering requirement, the agreement can be
      terminated by the vendor. Minimum orders (expressed as number of units)
      required under the existing agreement as of December 31, 2007 is as
      follows:




Number
      of Units
            
            Amount2008
            75,000
            
            $   241,935Total
            75,000
            
            $   241,935




(b)
            From
      July 31, 2007 through August 31, 2007 the Company issued $2,150,000 of its
      9% Senior Secured Convertible Debentures in a private placement. The
      debentures are convertible into the Company’s common stock, at the option
      of the holder, at any time up to maturity at an initial conversion price
      equal to $0.25 per share. The debentures have a three year term and accrue
      interest at 9% per year. Accrued interest on the convertible debt is
      payable semi-annually in cash or in Common Stock, at the Company’s
      option  provided ,  however , payment in shares of
      common stock may only occur if during the 20 Trading Days immediately
      prior to the applicable Interest Payment Date (i) the Company shall have
      given the Investor notice (ii) such shares to be delivered on the Interest
      Payment Date are registered at the time of issuance, (iii) at the time of
      issuance there are a sufficient number of registered shares to cover all
      of the shares of common stock issuable upon conversion of the debenture
      and (iv) the Common Stock is trading on the Trading Market and the
      Registrable Securities are listed for trading on a Trading Market (and the
      Company believes, in good faith, that trading of the Common Stock on a
      Trading Market will continue uninterrupted for the foreseeable
      future).  Accrued interest at December 31, 2007 is approximately
      $76,000.





(c)
            Beginning
      on the six-month anniversary of the Closing of each Debenture, and
      continuing on the same day of each successive month thereafter, the
      Company must repay 1/29th  of the aggregate face amount of the Debentures, plus
      all accrued interest thereon, either in cash or in Common Stock, at the
      Company’s option. If prepaid in Common Stock, the number of shares issued
      will be based on a 25% discount to the volume weighted average price
      (VWAP) of the Common Stock for the ten (10) trading days immediately
      preceding (but not including) the applicable prepayment date.
      Notwithstanding the foregoing, the Company’s right to prepay the
      Debentures in shares of Common Stock on each prepayment date is subject to
      the condition that the Registration Statement must be effective on such
      prepayment date and available for use by the
  investors.




(d)
            The
      Company will have the ability to cause the investors to convert their
      Debentures and any accrued but as yet unpaid interest thereon into Common
      Stock if (i) the Registration Statement is effective and available for use
      by the Investors on the date the conversion notice is given by the
      Company, (ii) the closing price of the Common Stock exceeded $1.00 for
      each of the 20 consecutive trading days immediately preceding the date
      that the conversion notice is given by the Company, and (iii) the average
      daily trading volume for the Common Stock during such 20 consecutive
      trading day period exceeded 125,000
shares




22





Recent Accounting
Pronouncements—In June 2006 the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
Accounting for Income Taxes ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company's financial statements in
accordance with FASB Statement No. 109. FIN 48 stipulates a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
48 also provides guidance on derecognition, classification, and interest and
penalties. The provisions of FIN 48 are to be effective for fiscal years
beginning after December 15, 2006. We adopted FIN 48 on January 1, 2007.
The adoption of FIN 48 did not have a significant impact on our results of
operations or financial position. As a result of our continuing tax losses, we
have historically not paid income taxes and have recorded a full valuation
allowance against our net deferred tax asset. Therefore, we have not recorded a
liability for unrecognized tax benefits prior to adoption of FIN 48 and there
was no adjustment from the implementation. There continues to be no liability
related to unrecognized tax benefits at December 31, 2007. We recognize interest
and penalties related to unrecognized tax benefits in income tax expense. There
was no accrued interest related to unrecognized tax benefits at December 31,
2007. The tax years 2004-2006 remain open to examination by the major taxing
jurisdictions to which we are subject.





In
February 2006, the Financial Accounting Standards Board (“FASB”) Statement of
Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid
Financial Instruments – An amendment to SFAS No. 133 and SFAS 140” (“SFAS
155”).  SFAS 155 simplifies the accounting for certain hybrid
financial instruments containing embedded derivatives.  SFAS 155
allows fair value measurement for any hybrid financial instrument that contains
an embedded derivative that otherwise would require bifurcation under SFAS
133.  In addition, it amends SFAS 140 to eliminate the prohibition on
a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to beneficial interest other than another derivative
financial instrument.  The new standard is effective to new or
modified financial instruments in fiscal years beginning after September 15,
2006.  The implementation of SFAS 155 did not have material impact on
the Company’s consolidated financial statements.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
Financial Assets – an amendment of SFAS No. 140” (“SFAS 156”).  This
statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities,” with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  This standard clarifies when servicing rights should be
separately accounted for, requires companies to account for separately
recognized servicing rights initially at fair value, and gives companies the
option of subsequently accounting for those servicing rights at either fair
value or under the amortization method. SFAS 156 is effective for fiscal years
beginning after September 15, 2006.  The implementation of SFAS 156
did not have a material impact on the Company’s consolidated financial
statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.”  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements.  The new FASB rule does not supersede all applications of
fair value in other pronouncements, but creates a fair value hierarchy and
prioritizes the inputs to valuation techniques for use in most pronouncements.
 It requires companies to assess the significance of an input to the fair
value measurement in its entirety.  SFAS 157 also requires companies
to disclose information to enable users of financial statements to assess the
inputs used to develop the fair value measurements.   SFAS 157 is
effective for fiscal periods beginning after November 15, 2007.  The
Company is currently evaluating the impact on its consolidated financial
statements.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – An amendment of SFAS No. 87,
88, 106, and 132(R).”  SFAS No. 158 enhances disclosure
regarding the funded status of an employers’ defined benefit postretirement plan
by requiring companies to include the funding status in comprehensive income and
recognize transactions and events that affect the funded status in the financial
statements in the year in which they occur at a measurement date of the
employer’s fiscal year-end.  SFAS 158 is not expected to apply to the
Company.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of SFAS No.
115.”  SFAS No. 159 amends SFAS No. 115, “Accounting for Certain Investment in
Debt and Equity Securities,” with respect to accounting for a transfer to
the trading category for all entities with available-for-sale and trading
securities electing the fair value option.  This standard allows companies
to elect fair value accounting for many financial instruments and other items
that currently are not required to be accounted as such, allows different
applications for electing the option for a single item or groups of items, and
requires disclosures to facilitate comparisons of similar assets and liabilities
that are accounted for differently in relation to the fair value option.  
SFAS 159 is effective for fiscal years beginning after November 15,
2007.  The implementation of SFAS 159 is not expected to have a
material impact on the Company’s consolidated financial statements.





Off
Balance Sheet Arrangements





We did
not have any off balance sheet arrangements as of December 31,
2007.





23




Item 7. Consolidated Financial
Statements





Index to
Consolidated Financial Statements:





HEALTHCARE
PROVIDERS DIRECT, INC.


TABLE
OF CONTENTS





Audited
      Consolidated Financial Statements:PageReport of Independent
      Registered Public Accounting Firm, as of December 31,
      2007
              25Report of Independent
      Registered Public Accounting Firm, as of December 31,
      2006
              26Consolidated
      Financial Statements:Consolidated Balance
      Sheet as of December 31, 2007
              27Consolidated
      Statements of Operations for the Years Ended December 31, 2007 and
      2006
              28Consolidated Statement
      of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2007and
      2006
              29Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2007 and
      2006
              30Notes to
      Consolidated Financial Statements
              31-49







24







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Stockholders


Healthcare
Providers Direct, Inc.




We have
audited the accompanying consolidated balance sheet of Healthcare Providers
Direct as of December 31, 2007, and the related consolidated statements of
operations, stockholders’ equity (deficit) and cash flows of the Company for the
year ended December 31, 2007. 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 the 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 provide a reasonable
basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Company for the
year ended December 31, 2007 in conformity with accounting principles generally
accepted in the United States.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring operating losses since
inception, and has a working capital deficiency. These factors, among others,
raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans regarding these matters are also described in Note
3. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.











/s/
MILLER, ELLIN & COMPANY, LLP





New
York, New York


March
18, 2008




25




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors and Stockholders


Healthcare
Providers Direct, Inc.





We have
audited, before the effects of the adjustments to retrospectively reflect the
reverse merger as described in Note 1, the accompanying statements of
operations, stockholders’ deficiency and cash flows of Healthcare Providers
Direct, Inc. (the “Company”) for the year ended December 31,
2006.  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 the 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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express nosuch
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, before the effects of the
adjustments to retrospectively reflect the reverse merger as described in Note
1, present fairly, in all material respects, the results of operations and cash
flows of Healthcare Providers Direct, Inc. for the year ended December 31, 2006
in conformity with accounting principles generally accepted in the United States
of America.





We were
not engaged to audit, review, or apply any procedures to the adjustments to
retrospectively apply the change in accounting described in Note 1 and,
accordingly, we do not express an opinion or any other form of assurance about
whether such adjustments are appropriate and have been properly
applied.  Those adjustments were audited by other
auditors.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered losses from operations and incurred a
working capital deficiency, which raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of the uncertainty.








/s/ AMPER,
POLITZINER & MATTIA


Edison,
New Jersey


May 9,
2007




26









HEALTHCARE
PROVIDERS DIRECT, INC.


CONSOLIDATED
BALANCE SHEET


DECEMBER
31, 2007










ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            277,530Accounts
      receivable, net of allowance for doubtful accounts, of
    $9,833
            
            
            26,726Other
      receivable – related party, net of allowance for doubtful accounts of
      $23,512
            
            
            -Inventories
            
            
            236,477Prepaid
      and other current assets
            
            
            28,713Total
      current assets
            
            
            569,446Equipment,
      net of accumulated depreciation of $22,101
            
            
            16,210Deferred
      financing costs
            
            
            394,281Intangible
      assets, net
            
            
            19,444$
            999,381LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            202,056Accrued
      expenses and other current liabilities
            
            
            303,865Accrued
      royalties
            
            
            108,961Convertible
      notes payable, net of discounts of $1,869,911
            
            
            280,089Total
      current liabilities
            
            
            894,971Note
      payable – related party
            
            
            90,000Total
      liabilities
            
            
            984,971Commitments
      and contingencies
            
            
            -Stockholders’
      equityCommon
      stock, $.001 par value; 375,000,000 shares authorized;
      44,906,538
              shares
      issued and outstanding
            
            
            44,907Additional
      paid-in capital
            
            
            8,516,305Accumulated
      deficit
            
            
            (8,546,802
            )Total
      stockholders’ equity
            
            
            14,410$
            999,381










The
accompanying notes are an integral part of the consolidated financial
statements.





27










HEALTHCARE
PROVIDERS DIRECT, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS









For the Year Ended December
      31,2007
            
            
            2006Revenues,
      net
            
            $
            542,460
            
            
            $
            539,990Cost
      of revenues
            
            
            278,954
            
            
            
            242,948Gross
      profit
            
            
            263,506
            
            
            
            297,042Operating
      expenses:Research  and
      development
            
            
            293,000
            
            
            
            52,311Sales
      and marketing costs
            
            
            729,723
            
            
            
            349,123Issuance
      of warrants in connection with reverse merger
            
            
            2,927,285
            
            
            
            -General
      and administrative
            
            
            2,351,093
            
            
            
            1,127,520Total
      operating expenses
            
            
            6,301,101
            
            
            
            1,528,954Loss
      from operations
            
            
            (6,037,595
            )
            
            
            (1,231,912
            )Interest
      expense, net of interest income of $10,133 and $180
            
            
            (396,203
            )
            
            
            (19,478
            )Net
      loss
            
            $
            (6,433,798
            )
            
            $
            (1,251,390
            )Cumulative
      dividends on Preferred Stock
            
            
            -
            
            
            
            (56,053
            )Net
      loss applicable to Common Shareholders
            
            $
            (6,433,798
            )
            
            $
            (1,307,443
            )Net
      Loss Per Common Share -Basic and Diluted
            
            $
            (0.14
            )
            
            $
            (0.04
            )Weighted
      average common shares - Basic and Diluted
            
            
            44,654,301
            
            
            
            30,724,494








The
accompanying notes are an integral part of the consolidated financial
statements.








28







HEALTHCARE
PROVIDERS DIRECT, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


YEARS
ENDED DECEMBER 31, 2007 and 2006







Series
      A Redeemable Convertible
              Preferred Stock
            
            
            Series
      B Convertible Preferred
      Stock
            
            
            Common Stock
            
            
            Additional
      Paid-In
            
            
            Accumulated
            
            
            Total
      Stockholders’Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            Equity/(Deficit)Balance
      as of December 31,
              2005
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            
            28,950,437
            
            
            $
            28,950
            
            
            $
            731,256
            
            
            $
            (861,614
            )
            
            $
            (101,408
            )Conversion
      of note payable into
              Series
      A Preferred Stock
            
            
            135
            
            
            
            58,333
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            58,333Issuance
      of Series B Preferred
              Stock,
      net of issuance costs of
              $115,683
            
            
            -
            
            
            
            -
            
            
            
            670
            
            
            
            554,317
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            554,317Preferred
      stock conversion
            
            
            (135
            )
            
            
            (58,333
            )
            
            
            (670
            )
            
            
            (554,317
            )
            
            
            5,924,312
            
            
            
            5,925
            
            
            
            606,725
            
            
            
            -
            
            
            
            -Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,251,390
            )
            
            
            (1,251,390
            )December
      31, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            34,874,749
            
            
            
            34,875
            
            
            
            1,337,981
            
            
            
            (2,113,004
            )
            
            
            (740,148
            )Issuance
      of Series B Preferred
              stock
            
            
            -
            
            
            
            -
            
            
            
            1,303
            
            
            
            1,144,153
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,144,153Preferred
      stock conversion
            
            
            -
            
            
            
            -
            
            
            
            (1,303
            )
            
            
            (1,144,153
            )
            
            
            9,589,289
            
            
            
            9,589
            
            
            
            1,134,564
            
            
            
            -
            
            
            
            -Issuance
      of common stock in
              connection
      with reverse
              merger
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            400,000
            
            
            
            400
            
            
            
            499,600
            
            
            
            -
            
            
            
            500,000Issuance
      of common stock for
              services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            42,500
            
            
            
            43
            
            
            
            26,533
            
            
            
            -
            
            
            
            26,576Beneficial
      conversion of
              convertible
      notes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            655,830
            
            
            
            -
            
            
            
            655,830Warrants
      issued to placement
              agent
      on issuance of
              convertible
      notes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            152,586
            
            
            
            -
            
            
            
            152,586Stock
      based compensation
              expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            267,816
            
            
            
            -
            
            
            
            267,816Issuance
      of warrants for
              services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            31,026
            
            
            
            -
            
            
            
            31,026Issuance
      of warrants in  connection
              with
      convertible notes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,483,084
            
            
            
            -
            
            
            
            1,483,084Issuance
      of warrants in
              connection
      with reverse
              merger
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,927,285
            
            
            
            -
            
            
            
            2,927,285Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (6,433,798
            )
            
            
            (6,433,798
            )Balance
      as of December 31,
              2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            44,906,538
            
            
            $
            44,907
            
            
            $
            8,516,305
            
            
            $
            (8,546,802
            )
            
            $
            14,410







The
accompanying notes are an integral part of the consolidated financial
statements.







29







HEALTHCARE
PROVIDERS DIRECT, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS










For the Year Ended December
    31,2007
            
            
            2006Cash
      flows from operating activities:Net
      loss
            
            $
            (6,433,798
            )
            
            $
            (1,251,390
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
            
            
            11,498
            
            
            
            8,019Amortization
      of intangible assets
            
            
            44,444
            
            
            
            55,555Write
      off of intangible assets
            
            
            88,890
            
            
            
            -Amortization
      of debt discount on convertible notes
            
            
            269,003
            
            
            
            -Amortization
      of deferred financing costs
            
            
            46,890
            
            
            
            -Stock-based
      compensation expense
            
            
            267,816
            
            
            
            -Issuance
      of common stock for services
            
            
            26,576
            
            
            
            -Issuance
      of warrants for services
            
            
            31,026
            
            
            
            -Issuance
      of warrants in connection with reverse merger
            
            
            2,927,285
            
            
            
            -Provision
      for doubtful accounts
            
            
            -
            
            
            
            23,360Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            33,434
            
            
            
            (22,990
            )Inventories
            
            
            (75,406
            )
            
            
            (127,425
            )Prepaid
      expenses and other current assets
            
            
            1,784
            
            
            
            (14,289
            )Accounts
      payable
            
            
            (188,580
            )
            
            
            318,045Accrued
      expenses and accrued royalties
            
            
            (279,027
            )
            
            
            259,664Net
      cash used in operating activities
            
            
            (3,228,165
            )
            
            
            (751,451
            )Cash
      flows from investing activities:Purchases
      of equipment
            
            
            (13,367
            )
            
            
            (2,348
            )Net
      cash used in investing activities
            
            
            (13,367
            )
            
            
            (2,348
            )Cash
      flows from financing activities:Proceeds
      from notes payable
            
            
            50,000
            
            
            
            340,000Repayment
      of notes payable
            
            
            (300,000
            )
            
            
            -Proceeds
      from issuance of common stock
            
            
            500,000
            
            
            
            -Proceeds
      from convertible notes, net of issuance costs of $288,585
            
            
            1,861,415
            
            
            
            -Proceeds
      from sale of Series B preferred stock, net of issuance costs of
      $158,847
              and
      $115,683, respectively
            
            
            1,144,153
            
            
            
            554,317Net
      cash provided by financing activities
            
            
            3,255,568
            
            
            
            894,317Net
      increase in cash and cash equivalents
            
            
            14,036
            
            
            
            140,518Cash
      and cash equivalents at beginning of year
            
            
            263,494
            
            
            
            122,976Cash
      and cash equivalents at end of year
            
            $
            277,530
            
            
            $
            263,494Supplemental Disclosures Of
      Cash Flow Information:Cash
      paid during the year for:Interest
            
            $
            33,802
            
            
            $
            3,290Taxes
            
            
            -
            
            
            
            750Non-cash
      financing activities:Conversion
      of note payable into Series A redeemable preferred stock
            
            $
            -
            
            
            $
            58,333Conversion
      of Series A and B preferred stock into common stock
            
            
            2,479,334
            
            
            
            -Beneficial
      conversion on convertible notes
            
            
            655,830
            
            
            
            -Warrants
      issued to holders of convertible notes
            
            
            1,483,084
            
            
            
            -Warrants
      issued to placement agent on issuance of convertible notes
            
            
            152,586
            
            
            
            -





The
accompanying notes are an integral part of the consolidated financial
statements.








30





HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006







1.     
ORGANIZATION AND BASIS OF PRESENTATION





We were
originally incorporated in Nevada in April 2004 as Alpha Motorsport, Inc.
(“Alpha”), a development stage company that attempted to engage in the business
of automobile sales and had minimal business operations prior to the time of the
Share Exchange and Merger. On January 24, 2007, Alpha formed a wholly-owned
subsidiary, Healthcare Providers Direct, Inc., a Nevada corporation and on
January 24, 2007, completed a short-form merger pursuant to the Nevada Revised
Statutes, and effectively changed its name to “Healthcare Providers Direct,
Inc.”, a Nevada corporation.




Healthcare
Providers Direct, Inc. (“HPD”) was formed as a Delaware corporation incorporated
on October 28, 2004 for the purpose of selling and distributing diagnostic tests
directly to physician offices and other healthcare providers in the United
Sates. After the Share Exchange and Merger, Alpha succeeded to the line of
business of HPD, which will be continued as its sole line of
business.





The
Company’s common stock is quoted on the Over-the-Counter Bulletin Board (the
“OTCBB”) under the symbol “HPRD.”









Common
      and preferred stock of HPD before share exchange
            
            Shares
      of common stock in registrant after share exchangeSeries
      A Preferred Stock
            577
            
            4,246,370Series
      B Preferred Stock
            2,548
            
            18,751,734Common
      Stock
            1,558
            
            11,465,934Total
            4,683
            
            34,464,038Total
      outside shares of Alpha Motorsport, Inc. issued upon closing of share
      exchange
            
            
            10,000,000Total
      shares outstanding subsequent to the share exchange
            
            
            44,464,038




In
connection with the Share Exchange Agreement, the Company assumed the obligation
to register up to 400,000 shares of common stock issued by Alpha in a private
placement (the “Alpha Private Placement”).  In return, the Company
received $500,000 upon the closing of the Merger on February 7, 2007 for
issuance of 400,000 shares of common stock.


Upon the
closing of the Share Exchange, Alpha Motorsport, Inc. had 10,000,000 shares of
common stock issued and outstanding and subsequent to the Share Exchange the
Company had 44,464,038 shares of common stock issued and outstanding. Upon the
closing of the Merger on February 7, 2007, HPD became a wholly-owned subsidiary
of the Company. The share exchange was accounted for as a reverse merger for
accounting purposes. As a result, the Company treated the merger as a capital
transaction and has retroactively revised shareholders’ equity to give effect to
the merger. Prior to the reverse merger, each share of Series A and Series B
preferred stock of HPD was automatically converted into one share of common
stock. Effective with the reverse merger, all shares of common stock of HPD were
exchanged for shares in the registrant, in accordance with the Share Exchange
Agreement. In connection with the Series B Private Placement financing, the
Company issued warrants to brokers with the right to purchase up to 1,368,847
shares of common stock at an exercise price of $0.1359.




31




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








1.     
ORGANIZATION AND BASIS OF PRESENTATION (continued)





Investa
      WarrantsOn
      February 7, 2007, the Company issued warrants to Investa Capital Partners
      Inc. (“Investa”) for services performed in connection with the reverse
      merger transaction, which were exercisable in two tranches. The tranche A
      warrants gave Investa the right to purchase 2,705,659 shares of common
      stock at an exercise price of $0.1848 per share. The tranche B warrants
      gave Investa the right to purchase 2,032,982 shares of common stock at an
      exercise price of $0.2459 per share. The warrants had a fair value of
      $2,927,285(calculated to be the fair value based on the Black-Scholes
      pricing model on the issuance date.) and have been recorded as an expense
      for the year ended December 31, 2007.  Both the tranche A and the
      tranche B warrants were exercisable for a period of 365 days from the date
      of issuance until the warrants expired on February 7,
  2008.The
      Investa Capital Partners Inc. warrants expired on February 7, 2008.
      Investa did not exercise these warrants and the Company did not exercise
      the put feature.The
      Company valued the put feature associated with these warrants and
      determined that the value did not have a significant impact on the
      financial statements for the year ended December 31,
  2007.










32


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





2.       SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





The
      summary of significant accounting policies presented below is designed to
      assist in understanding the Company's consolidated financial statements.
      Such consolidated financial statements and accompanying notes are the
      representations of the Company’s management, who is responsible for their
      integrity and objectivity. These accounting policies conform to accounting
      principles generally accepted in the United States of America (“GAAP") in
      all material respects, and have been consistently applied in preparing the
      accompanying consolidated financial
statements.





Principles
      of Consolidation— The consolidated financial statements include the
      accounts of Healthcare Providers Direct, Inc. a Nevada corporation, and
      its wholly-owned subsidiary Healthcare Providers Direct, Inc. a Delaware
      Corporation. All intercompany balances and transactions have been
      eliminated in consolidation.Uses of
      Estimates—The preparation of
      financial statements in conformity with accounting principles generally
      accepted in the United States of America 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 revenues and
      expenses during the reporting period. Significant accounting estimates
      used in the Company’s financial statements include allowances for doubtful
      accounts, valuations of options and warrants, and the valuation allowance
      on the deferred tax assets. Actual results could differ from those
      estimates.Cash and
      Cash Equivalents—The Company considers all highly liquid securities with maturities
      of 90 days or less when purchased to be cash equivalents. Cash equivalents
      consist of money market instruments.Accounts
      Receivable and Allowance for Doubtful Accounts—The Company extends
      credit to its customers, based upon credit evaluations, in the normal
      course of business. Bad debt expense is provided on the allowance method
      based on historical experience and management’s evaluation of outstanding
      accounts receivable. Accounts are written off when they are deemed
      uncollectible.Inventory—Inventory, consisting
      of product to be sold to customers, is stated at the lower of cost
      (first-in, first-out) or market. Inventory consists primarily of finished
      goods.Equipment—Office and computer
      equipment is stated at cost, less accumulated depreciation. Repair and
      maintenance costs are charged to operating expense as incurred.
      Depreciation is calculated principally on the straight-line method over
      the useful lives of the assets ranging from three to five
      years.Deferred Financing
      Costs—Deferred finance costs are being amortized using the
      effective interest method over the term of the
  debentures.Intangible
      Assets—Intangible assets consist of license agreements for various
      products which are being amortized on a straight-line basis over the life
      of a contract. Intangible assets are written off whenever events or
      changes in circumstances indicate that the carrying amount of such assets
      may not be recoverable.Research
      and Development—Research and development costs are expensed as incurred. These
      expenses include the costs of the Company’s research and development
      efforts in developing clinical protocols for new diagnostic
      tests.




33




HEALTHCARE
PROVIDERS DIRECT, INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
  
 
 2.       SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Long Lived
      Assets—The
      Company evaluates its long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of such assets
      may not be recoverable. Recoverability of assets to be held and used is
      measured by a comparison of the carrying amount of any asset to future net
      undiscounted cash flows expected to be generated by the asset. If such
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount of the assets exceeds
      the fair value of the assets. Assets to be disposed of are reported at the
      lower of the carrying amount or fair value less the costs to
      sell.Income
      Taxes—The
      Company accounts for income tax in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 109, Accounting for Income
      Taxes, which requires an asset and liability approach to financial
      reporting for income taxes. Deferred income tax assets and liabilities are
      computed for differences between the financial statement and tax bases of
      assets and liabilities that will result in taxable or deductible amounts
      in the future, based on enacted tax laws and rates applicable to the
      periods in which the differences are expected to affect taxable income.
      Valuation allowances have been recorded to reduce the deferred tax assets
      to the amount expected to be realized.Effective
      January 1, 2007, the Company adopted the provisions of FASB’s
      Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes
      – an interpretation of FASB No. 109.” Fin 48 prescribes a recognition
      threshold and measurement attribute for how a company should recognize,
      measure, present, and disclose in its financial statements uncertain tax
      positions that the Company has taken or expects to take on a tax return.
      FIN 48 requires that the financial statements reflect expected future tax
      consequences of such positions presuming the taxing authorities’ full
      knowledge of the position and all relevant facts, but without considering
      time values. The Company recognizes accrued interest and penalties related
      to unrecognized tax benefits as income tax expense. The adoption of FIN 48
      did not have any impact on the Company’s results of operations or
      financial position. As a result of the Company’s continuing tax losses,
      the Company has not paid income taxes and has recorded a full valuation
      against the Company’s net deferred tax assets. Therefore, the Company has
      not recorded a liability for unrecognized tax benefits prior to the
      adoption of FIN 48, and there has been no adjustment subsequent to
      adoption through December 31, 2007.Revenue
      Recognition—Revenue is recognized when goods are shipped, provided that there
      is evidence of an arrangement with the customer, the price is fixed and
      determinable and collection is reasonably assured.Shipping
      and Handling Costs—Amounts paid to the
      Company for shipping and handling by customers are included in sales.
      Amounts the Company incurs for shipping and handling costs are included in
      cost of sales.Royalties—The Company is
      required to pay royalties under license arrangements based upon revenue
      earned from the sales of licensed product. The Company records royalty
      expense when the related revenue is recognized.Fair Value
      of Financial Instruments—Statement No. 107,
      Disclosure About Fair Value of Financial Instruments, requires the
      disclosure of the fair value of certain financial instruments. Cash and
      cash equivalents, accounts receivable, accounts payable and accrued
      expenses, notes payable and other current liabilities are reflected on the
      accompanying consolidated balance sheet at carrying value which
      approximates fair value due to the short-term nature of these
      instruments.Share-Based
      Compensation—The Company accounts for its stock options in accordance with SFAS
      No. 123(R), which requires the measurement and recognition of compensation
      expense for all share-based payment awards based on estimated fair values
      at the date of the grant. Determining the fair value of share-based awards
      at the grant date requires judgment in developing assumptions, which
      involve a number of variables. These variables include, but are not
      limited to, the expected stock price volatility over the term of the
      awards, and expected stock option exercise behavior. In addition, we also
      use judgment in estimating the number of share-based awards that are
      expected to be forfeited.Reclassifications—Certain
      reclassifications have been made to prior year’s financial statement to
      conform to the current year
presentation.





34




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








3. MANAGEMENT’S
LIQUIDITY PLAN




The
Company had a net loss of $6,433,798 and negative cash flow from operating
activities of $3,228,165 for the year ended December 31, 2007, and an
accumulated deficit of $8,546,802 as of December 31, 2007. These circumstances
raise substantial doubt about the Company’s ability to continue as a going
concern. The Company has taken steps to mitigate the negative operating results
by attempting to increase their sales by expanding their market, introducing new
products, and increasing the emphasis on sales and marketing. The Company’s
ultimate success is dependent upon fulfilling its operating plans and raising
additional capital or financing. The consolidated financial statements have been
prepared on the basis that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. There have been no adjustments to the
consolidated financial statements to reflect the outcome of this
uncertainty.





The
Company intends to fund operations through increased sales and debt and/or
equity financing arrangements, which may be insufficient to fund its capital
expenditures, working capital or other cash requirements for the year ending
December 31, 2008. The Company is seeking additional funds to finance its
immediate and long-term operations. The successful outcome of future financing
activities cannot be determined at this time and there is no assurance that if
achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.





In
response to these problems, management is taking the following
actions:





·
            Seeking
      additional investment capital.


·
            Seeking
      synergetic acquisitions with already established revenue
      bases.


·
            Broadening
      direct selling contact through the addition of field and in-house sales
      personnel.


·
            Launching
      new products to existing customer base and expanding the large volume user
      categories.




4.      PER
SHARE INFORMATION





In
accordance with SFAS No. 128 “Earnings Per Share”, basic earnings per common
share (“Basic EPS”) is computed by dividing the net income (loss) by the
weighted-average number of common shares outstanding. Diluted earnings per
common share (“Diluted EPS”) is computed by dividing the net income (loss) by
the sum of the weighted-average number of common shares and dilutive common
stock equivalents and convertible securities then outstanding. SFAS No. 128
requires presentation of both Basic EPS and Diluted EPS on the face of the
Company’s Consolidated Statements of Operations. Consolidated common stock
equivalents totaling 26,687,432 and 0 were excluded from the computation of
Diluted EPS for the years ended December 31, 2007 and 2006, respectively, as
their effect on the computation of Diluted EPS would have been
anti-dilutive.


5.      
EQUIPMENT





Equipment
consists of the following as of December 31, 2007:





Office
      and computer equipment
            
            $
            38,311Less:
      accumulated depreciation
            
            
            (22,101
            )$
            16,210




Depreciation
expense was approximately $11,000 and $8,000 for the years ended December 31,
2007 and 2006, respectively.




35





HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006









6.      
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES





Accrued
expenses and other current liabilities consist of the following as of December
31, 2007:





Accrued
      payroll
            
            $
            204,583Accrued
      interest
            
            
            76,462Other
            
            
            22,820$
            303,865




7. INTANGIBLE
ASSETS AND ACCRUED ROYALTIES




In April
2005, the Company entered into an agreement (the “Agreement”) with DiagXotics,
Inc. (“Diagxotics”) and Spencer Trask
Specialty Group LLC (“Spencer Trask”), (related parties) for the acquisition of
certain ZstatFlu and shrimp diagnostic inventory
and the right, title and interest in certain license agreements for the ZstatFlu
test and shrimp diagnostic test.  The Company
must pay royalties of 50% of the net sales of the shrimp diagnostic test, up to
a total of $50,000. The Company must pay
royalties of approximately 16.67% of the net sales of the ZstatFlu test to
Spencer Trask, up to a total of $100,000 which is due no
later than June 30, 2008.




As of
December 31, 2007, the Company’s intangible assets by license agreement were as
follows:




Shrimp
      Diagnostic
            
            
            ZstatFlu
            
            
            TotalCost
            
            $
            50,000
            
            
            $
            -
            
            
            $
            50,000Less:
      Accumulated amortization
            
            
            (30,556
            )
            
            
            -
            
            
            
            (30,556
            )$
            19,444
            
            
            $
            -
            
            
            $
            19,444




The
shrimp diagnostic license agreement terminates on October 9,
2009.  For the years ended December 31, 2007 and 2006,
the amortization
of intangible assets is as follows:





2007
            
            
            2006Shrimp
      diagnostic
            
            $
            11,111
            
            
            $
            11,111ZstatFlu
            
            
            33,333
            
            
            
            44,444$
            44,444
            
            
            $
            55,555


In 2007,
the Company wrote off $88,889, the remaining cost of the ZstatFlu license due to
the product expiring and the Company’s
decision not to utilize the remaining term of the licensing component for the
ZstatFlu test.




As of
December 31, 2007, the accrued royalties associated with the intangible assets
are as follows:








Shrimp
      diagnostic
            
            $
            8,961ZstatFlu
            
            
            100,000$
            108,961




The
Company estimates amortization expense of the intangible assets to be $11,111
and $8,333, for the years ended December
31, 2008 and 2009, respectively.





36




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








8. NOTES
PAYABLE




On
February 26, 2006, a member of the Board and Series A holder agreed to lend the
Company $150,000 in three installments (which was subsequently repaid on January
22, 2007) at an annual interest rate of 8.5%.  The Company also agreed
to issue to the holder a warrant to purchase that number of additional shares of
Series B such that, upon conversion of such shares to Common Stock, the
converted shares would represent 0.5% of all of the Company’s issued and
outstanding Common Stock on a fully diluted basis.  The post merger
price for such shares would be $0.1359 per share. On February 6, 2007, a total
of 301,735 post merger warrants were issued in connection with this note
payable. Such warrants were valued at $27,156 (calculated to be the fair value
based on the Black-Scholes pricing model on the issuance date). The Company
recorded this expense on the statement of operations for the year ended December
31, 2007.





On
October 5, 2006, a $100,000 10% per annum  bridge loan was issued in
connection with the reverse merger to the Company from Investa Capital Corp,
which was subsequently repaid on February 7, 2007.





On June
28, 2007, the maturity date of the loan from management dated June 1, 2006 in
the amount of $90,000 was extended to December 31, 2007 at an annual interest
rate of 11.5%. On January 1, 2008, the maturity date of this loan was extended
to December 31, 2009 at an annual interest rate of 7.0%.





On July
16, 2007 management loaned the Company $50,000. This non-interest bearing loan
was subsequently repaid on August 9, 2007.










37




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








9. CONVERTIBLE
NOTES PAYABLE




From July
31, 2007 through August 31, 2007, the Company issued $2,150,000 of its 9% Senior
Secured Convertible Debentures (the “Debentures”) in a private placement. The
debentures are convertible into the Company’s common stock, at the option of the
holder, at any time up to maturity at an initial conversion price equal to $0.25
per share. The debentures have a three-year term and accrue interest at
9% per year.




Accrued
interest on the convertible debt is payable semi-annually in cash or in Common
Stock, at the Company’s option provided, however, payment in shares of common
stock may only occur if during the 20 Trading Days immediately prior to the
applicable Interest Payment Date (i) the Company shall have given the Investor
notice (ii) such shares to be delivered on the Interest Payment Date are
registered at the time of issuance, (iii) at the time of issuance there are a
sufficient number of registered shares to cover all of the shares of common
stock issuable upon conversion of the debenture and (iv) the Common Stock is
trading on the Trading Market and the Registrable Securities are listed for
trading on a Trading Market (and the Company believes, in good faith, that
trading of the Common Stock on a Trading Market will continue uninterrupted for
the foreseeable future).  Accrued interest at December 31, 2007 is
approximately $76,000.





Beginning
on the six-month anniversary of the Closing of each Debenture, and continuing on
the same day of each successive month thereafter, the Company must repay
1/29th of the
aggregate face amount of the Debentures, plus all accrued interest thereon,
either in cash or in Common Stock, at the Company’s option. If prepaid in Common
Stock, the number of shares issued will be based on a 25% discount to the volume
weighted average price (VWAP) of the Common Stock for the ten (10) trading days
immediately preceding (but not including) the applicable prepayment date.
Notwithstanding the foregoing, the Company’s right to prepay the Debentures in
shares of Common Stock on each prepayment date is subject to the condition that
the Registration Statement must be effective on such prepayment date and
available for use by the investors.





The
Company will have the ability to cause the investors to convert their Debentures
and any accrued but as yet unpaid interest thereon into Common Stock if (i) the
Registration Statement is effective and available for use by the Investors on
the date the conversion notice is given by the Company, (ii) the closing price
of the Common Stock exceeded $1.00 for each of the 20 consecutive trading days
immediately preceding the date that the conversion notice is given by the
Company, and (iii) the average daily trading volume for the Common Stock during
such 20 consecutive trading day period exceeded 125,000 shares.





For each
aggregate face amount of Debentures purchased, each investor received a Warrant
to purchase such number of shares of Common Stock equal to the aggregate face
amount of their respective Debenture divided by the Conversion
Price.  The Warrants are exercisable for a period of five years at an
exercise price of $0.50 per share.  At December 31, 2007 there are
8,600,000 warrants associated with the debentures outstanding with an aggregate
value of approximately $1,483,000.  The costs associated with the
warrants were recorded as a debt discount and are being amortized using the
effective interest method over the three year term of the notes.




In
addition, the debentures conversion feature has been valued at approximately
$656,000 due to the excess of the market value of the Common Stock over the
conversion price. The discount attributable to the beneficial conversion is
being amortized using the effective interest method over the term of the
debentures.




38




HEALTHCARE
PROVIDERS DIRECT, INC.
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006




9.    
  CONVERTIBLE NOTES PAYABLE (continued)
  In
consideration for placement services, the Company has paid the Placement Agent a
commission of 8% of the gross proceeds of the Offering plus 5-year warrants to
purchase up to such number of shares of common stock equal to 8% of the
aggregate amount of Securities subscribed for at $0.19 per share or 100% of the
5-day average closing price of the common stock for the five days preceding, but
not including, the closing date.  The commissions paid to the
placement agent and other costs of issuance were recorded as deferred financing
costs of approximately $441,000 of which approximately $153,000 were related to
the issuance of warrants and approximately $289,000 was paid as cash for
placement agent fees and various other direct costs of
issuance.
  In
accordance with the terms of the Debenture agreement, the Company may not pay
dividends or other distributions on the Company's equity securities during the
period that any portion of the debenture is outstanding.
  On
September 28, 2007, the Company filed a registration statement on form SB-2 with
the United States Securities and Exchange Commission in connection with the
above mentioned financing activities and was declared effective on January 28,
2008.
  The
following table summarizes the above mentioned transaction as of December 31,
2007:




Convertible
      notes payable
            
            
            
            
            $
            2,150,000Debt
      discount on convertible notesAttributable
      to beneficial conversion
            
            
            655,830Less:
      Accumulated amortization
            
            
            (80,466
            )
            
            
            (575,364
            )Debt
      discount attributable to warrants
            
            
            1,483,084Less:
      Accumulated amortization
            
            
            (188,537
            )
            
            
            (1,294,547
            )Convertible
      notes payable, net ofdiscounts
            
            
            
            
            
            $
            280,089










The
approximate future minimum principal payments on the convertible notes payable
as of December 31, 2007 are as follows:




Year
      Ended
              December
      31,
            
            Amount2008
            
            $
            815,0002009
            
            
            890,0002010
            
            
            445,000$
            2,150,000


39




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006











10. STOCKHOLDERS’ EQUITY
(DEFICIT)





Series
A Redeemable Convertible Preferred Stock





In June
2005, the Company entered into a note payable agreement with a member of the
Board of Directors under which the Board member loaned the Company $250,000 (the
“Note”).  The Note was converted into 577 shares of Series A
Redeemable Preferred stock, upon the cumulative issuance of $750,000 of Series B
Preferred Stock in November 2006. The Note bore interest at 10% per year. The
Series A had a dividend rate of 6% per annum as adjusted for any stock dividends
and splits. The Board of Directors resolved that no cumulative dividends were to
be paid. On February 7, 2007, the 577 shares of the Series A Convertible
Preferred Stock were exchanged for 4,246,370 shares of the Company’s common
stock, par value $.001 per share during (the “Share Exchange”) as described in
Note 1.




Series
B Redeemable Convertible Preferred Stock





During
2007 and 2006, the Company issued 1,303 and 670 shares, respectively, of Series
B with par value of $1,000 per share, for gross proceeds of
$1,973,000.  The Series B had a dividend rate of 6% per annum as
adjusted for any stock dividends and splits.  The Board of Directors
resolved that no cumulative dividends were to be paid, on February 7, 2007, the
2,548 shares of the Series B Convertible Preferred Stock were exchanged for
18,751,734 shares of the Company’s common stock, par value $.001 per share
during (the “Share Exchange”) as described in Note 1.




Common
Stock




In
connection with the Share Exchange Agreement, the Company assumed the obligation
to register up to 400,000 shares of common stock issued by Alpha in a private
placement (the “Alpha Private Placement”).  In return, the Company
received $500,000 upon the closing of the Merger on February 7, 2007 for
issuance of 400,000 shares of common stock.





On July
31, 2007, the Company issued 15,000 shares of restricted common stock for legal
services rendered, valued at $23,550.





On
December 5, 2007, the Company issued 5,000 and 22,500 shares of restricted
common stock for legal and investor
relation services rendered, valued at $550 and $2,476,
respectively.





40


.


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006











11. SIGNIFICANT RISKS AND
UNCERTAINTIES




Concentration of Cash Balance
- The Company maintains cash balances with bank deposit accounts which at times
may exceed Federal Deposit Insurance Corporation limits.  The Company
has not experienced any losses and management believes that the risk of loss as
a result of this policy is negligible.





Major Customers – For the year
ended December 31, 2007, one customer accounted for 14.2% of revenues for the
period. No other customers represent more than 10% of the gross receivables as
of December 31, 2007.




Major Suppliers - For the year
ended December 31, 2007, two suppliers accounted for 90% of materials purchased,
which was approximately $300,000 for the period.  Major suppliers are
considered to be those who accounted for more than 10% of total purchases.Management
believes that other suppliers could provide similar materials on comparable
terms and a change in suppliers would not affect operatingresults adversely.




12. RELATED PARTY
TRANSACTIONS




An
officer of the Company is also an officer of ZymeTx, Inc. Two members of the
Board of Directors of the Company are also employees’ of Spencer
Trask.  Spencer Trask is also an affiliate of
Diagxotics.  Through these relationships the Company received
inventory and license agreements for $250,000 as part of an assignment and
assumption agreement (see Note 5).  As part of this assignment and
assumption agreement, the Company paid ZymeTx, Inc. $100,000 for the sole right
to distribute the flu test by paying certain expenses on behalf of ZymeTx, Inc.
up to the $100,000 amount.  As of December 31, 2007, the Company paid
an additional $23,512 of ZymeTx, Inc.’s expenses above the $100,000
amount.  The receivable from ZymeTx Inc. is included in other
receivables on the accompanying balance sheet, and is fully reserved
for.




On
February 26, 2006, a member of the Board and Series A holder agreed to lend the
Company $150,000 at an interest rate of 8.5% in three installments (which was
subsequently repaid on January 22, 2007).  The Company also agreed to
issue to the holder a warrant to purchase that number of additional shares of
Series B such that, upon conversion of such shares to Common Stock, the
converted shares would represent 0.5% of all of the Company’s issued and
outstanding Common Stock on a fully diluted basis.  The post merger
price for such shares would be $0.1359 per share. On February 6, 2007, a total
of 301,735 post merger warrants were issued in connection with this note
payable. Such warrants were valued at $27,156 (calculated to be the fair value
based on the Black-Scholes pricing model on the issuance date). The Company
recorded this expense on the statement of operations for the year ended December
31, 2007.




On June
28, 2007, the maturity date of the loan from management dated June 1, 2006 in
the amount of $90,000 was extended to December 31, 2007 at a per annum rate of
11.5%. On January 1, 2008, the maturity date of this loan was extended to
December 31, 2009 at a per annum rate of 7.0%.





On July
16, 2007 management loaned the Company $50,000. This non-interest bearing loan
was subsequently repaid on August 9, 2007.





As of
December 31, 2007, the Company owes Mr. Proulx $113,750 for unpaid salary in
2006 and entered into a letter agreement with Mr. Proulx dated February 1, 2007
acknowledging the amount owed and agreeing to repay such amount at such time as
it shall determine is consistent with its cash flow needs.





As of
December 31, 2007, the Company owes Mr. Davies $48,333 for unpaid salary in 2006
and entered into a letter agreement with Mr. Davies dated February 1, 2007
acknowledging the amount owed and agreeing to repay such amount at such time as
it shall determine is consistent with its cash flow needs.




41


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





13.      INCOME
TAXES


The
Company has incurred losses since inception, which have resulted in net
operating loss carry forwards (NOLs).


The tax
effect of the temporary differences that give rise to the Company’s net deferred
tax assets (in thousands) as of December 31, 2007 are as
follows:


Deferred
      tax assets:Net
      operating loss carry forwards
            
            $
            2,000,000Allowance
      for doubtful accounts
            
            
            13,000Stock
      based compensation
            
            
            120,000Accrued
      salaries
            
            
            84,000Subtotal
            
            
            2,217,000Valuation
      allowance
            
            
            (2,217,000
            )Net
      deferred tax assets
            
            $
            -




Since
      it is more likely than not that the Company will not realize the benefits
      from these NOLs, the Company has recorded a full valuation against any
      future tax benefits.  The valuation allowance increased by
      $1,540,000 in 2007, which is primarily related to the increase in federal
      and state carryovers.The
      Company has approximately $5,000,000 in federal NOLs expiring in the years
      2025 to 2027.  Pursuant to Section 382 of the Internal Revenue
      Code, in the event of an ownership change of more than 50%, the ability of
      the Company to utilize the NOL carry forwards may be
    limited.





The
      Company’s effective tax rate differs from the Statutory Federal income tax
      rate of 34%, primarily due to the effect of state income taxes and the
      impact of recording a valuation allowance to offset the potential future
      tax benefits resulting from net operating loss carry forwards. The
      following is a reconciliation of the U.S. Federal Statutory income tax
      rate to the Company’s effective income tax rate for the years ended
      December 31, 2007 and 2006.





2007
            2006Federal
      statutory rate
            34.0
      %
            34.0
      %State
      taxes, net of federal tax benefit
            6.0
      %
            6.0
      %Valuation
      allowance
            (40.0%)
            (40.0%)Effective
      tax rate
            0.0
      %
            0.0
      %




42


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006







14.
COMMITMENTS AND
CONTINGENCY





Consulting
      AgreementsOn
      January 14, 2005, the Company entered into a consulting arrangement with
      W. Barry McDonald (a Board of Director), under which, Mr. McDonald is to
      provide the Company with certain business development assistance in
      exchange for monthly payments, success fees and stock options to earn up
      to 5% of the Company’s common stock on a fully diluted
      basis.  Subsequent to the adoption of the Company’s Stock Option
      Plan, in February 2007, the Company’s Board of Directors agreed to grant
      W. Barry McDonald an option to purchase one share of HPD Common Stock
      (pre-merger common stock) for every five hours of consulting services that
      Mr. McDonald provides to HPD in 2007. The exercise price for each share of
      HPD Common Stock is $0.1354 per share (on a post-merger basis). Mr.
      McDonald agreed to work with our management team and provide 36 hours of
      consulting services per month, such consulting services consisting of
      identifying and developing relationships with companies whose diagnostic
      products are consistent with our strategy (each, a “Target”) and
      objectives and assisting us with the implementation of our business model.
      Such options vest at the end of each quarter following the performance of
      the consulting services by Mr. McDonald. In connection with the agreement
      noted above, On February 1, 2007 Mr. McDonald was granted 890,487 options
      valued at $80,144, which represented 4% of the Company on a fully-diluted
      basis as of December 14, 2006.Mr.
      McDonald shall have the right to earn the remaining 1% of the Company’s
      Common Stock on a fully-diluted basis as set forth above, upon the
      consummation of a definitive agreement with a Target. The exercise price
      for such shares of HPD Common Stock is $0.1354 per
  share.




Leases


In
      January 2006, the Company entered into a two year lease agreement with an
      annual rent of $75,350 per year. In March 2007, the Company entered into a
      one year lease for additional rental space with annual rent in the amount
      of $17,600 per year.  As of the report date, the Company was
      negotiating a new lease for the original and additional rental space. The
      office lease commitment as of December 31, 2007 is as
    follows:




Year
      Ended
            
            Amount2008
            
            $
            10,680




The
Company’s rent expense was approximately $91,000 and $66,000 for the years ended
December 31, 2007 and 2006, respectively.




Purchase
Commitments





The
      Company has a purchase agreement for a diagnostic test, which requires the
      Company to order minimum amounts of diagnostic tests. Should the Company
      fail to meet this minimum ordering requirement, this agreement can be
      terminated by the vendor. The Company’s purchase commitment (expressed as
      a number of units) was 60,000 and 75,000 for the years ended December 31,
      2007 and 2006, respectively.  Minimum orders (expressed as
      number of units) required under the existing agreement as of December 31,
      2007, is as follows:




Number of Units
            
            
            Amount2008
            
            
            75,000
            
            
            $
            241,93575,000
            
            
            $
            241,935





43


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006









15.     DEFINED
CONTRIBUTION RETIREMENT PLAN





The
Company maintains a 401(k) plan for its employees. Employees are eligible to
participate in the plan immediately after completing three months of service
with the Company. Under the terms of the plan, employees are entitled to
contribute from 1% to 20% of their total compensation, within the limitations
established by the Internal Revenue Code. The Company has agreed to make
matching contributions in the amount of 100% on the first 5% of the elective
deferral. The Company’s contributions were approximately $20,000 and $10,000 for
the years ended December 31, 2007 and 2006, respectively.
  16.     STOCK
OPTIONS AND WARRANTS





On
      December 18, 2006, the HPD Board of Directors adopted the Healthcare
      Providers Direct, Inc. Stock Option Plan (the “Plan”) which provides for
      the grant of incentive stock options and nonqualified stock options. On
      December 27, 2006 the Company’s shareholders approved the Plan. No options
      were granted under the Plan for the period ending December 31,
      2006.The
      Board of Directors has approved and adopted the 2007 Stock Incentive Plan
      effective and dated June 26, 2007. Options with an exercise price of $1.20
      were granted on March 28, 2007 to HPD employees were exchanged for options
      granted to the same employees under the 2007 HPD’s Incentive Stock Option
      Plan for an equal number of options originally granted in March 2007 at
      the exercise price of $0.60, representing the closing price of the
      Company’s common stock on June 26, 2007. This June 26, 2007 modification
      increased the Company’s compensation expense by approximately
      $10,000.Key
      employees, consultants and non-employee directors of the Company are
      eligible to receive awards under the Plan. Except to the extent set forth
      in any award agreement to the contrary, options granted under the Plan
      vest in three equal annual installments for non-employee directors and in
      four equal annual installments for all other option holders commencing on
      the first anniversary of the date of grant. Options are granted at no less
      than fair market value of the Company’s stock on the date of
      grant.There
      are 6,402,672 shares of Common Stock reserved for issuance upon the
      exercise of options. Options have a term of ten years. In the event of a
      termination of employment or service, options that are vested at the time
      of such termination generally remain exercisable for ninety days in the
      event of involuntary termination or termination due to retirement or
      disability, and for one year in the event of termination due to death.
      Vested options are immediately canceled upon termination for “Cause”. All
      unvested options are canceled immediately upon termination for any reason.
      Upon the date of a “change in control”, all outstanding unvested options
      become immediately vested and fully exercisable.The
      Company’s compensation expense related to stock option awards (“stock
      options”) was approximately $268,000 and $0 for the years ended December
      31, 2007 and 2006,
respectively.


44


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








Stock
      Options
              Compensation
      expense related to stock options granted is recognized ratably over the
      service vesting period for the entire option award. The total number of
      stock option awards expected to vest is adjusted by the estimated
      forfeiture rate. The Company does not anticipate any forfeitures. The fair
      market value of each stock option is estimated on the date of grant using
      the Black-Scholes option-pricing model using the following
      weighted-average assumptions for the year ended December 31,
      2007:




Assumptions:Risk-free
      interest rate
            4.6%Expected
      option life in years
            5.0
            yearsExpected
      stock price volatility
            85.7%Expected
      dividend yield
            0.0%








The
      computation of the expected option life is based on a weighted-average
      calculation combining the average life of options that have already been
      exercised and post-vest cancellations with the estimated life of the
      remaining vested and unexercised options. The expected volatility is based
      on The Company’s historical stock price. The risk-free interest rate is
      based on the U.S. Treasury yield curve over the expected term of the
      option. The Company has never paid cash dividends on its common stock and
      does not anticipate paying cash dividends in the foreseeable future.
      Consequently, the Company uses an expected dividend yield of zero in the
      Black-Scholes option valuation model.The
      Company’s determination of fair value is affected by the Company’s stock
      price as well as a number of assumptions that require judgment. The
      weighted-average fair value per share was approximately $0.143 for the
      year ended December 31, 2007. No options were exercised during the year
      ended December 31, 2007. As of December 31, 2007, total unrecognized
      compensation cost related to stock options granted in 2007 was
      approximately $253,000 and the related weighted-average period over which
      it is expected to be recognized is approximately 3.0 years. The maximum
      term to exercise the Company’s stock options is ten
  years.






45


HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006











A summary
of the status of stock option activity for the year ended December 31, 2007 is
as follows:





Weighted
      AverageWeighted
      Average
            
            
            Contractual
      Term
            
            
            Aggregate
      IntrinsicSummary of
      activity:
            
            Number
      of Shares
            
            
            Exercise
      Price
            
            
            (in
      years)
            
            
            ValueOutstanding
      as of December 31, 2006:
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -Granted
            
            
            2,697,209
            
            
            
            0.28
            
            
            
            10
            
            
            
            1,193,372Exercised
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Cancelled,
      forfeited or expired
            
            
            (350,000
            )
            
            
            0.60
            
            
            
            -
            
            
            
            -Outstanding
      as of December 31, 2007:
            
            
            2,347,209
            
            
            $
            0.23
            
            
            
            10
            
            
            $
            1,193,372Vested
      and Expected to vest as of December 31, 2007:
            
            
            2,347,209Exercisable:
            
            
            1,161,269Available
      for future grants:
            
            
            4,055,463








The
following table summarizes information about outstanding and exercisable options
as of December 31, 2007:





Options
      Outstanding
            
            Options
      ExercisableWeighted
      AverageRange
      of Exercise Prices
            Outstanding
            Remaining
      Contractual
              Life
            Weighted
      Average
              Exercise
      Price
            Options
      Exercisable
            Weighted
      Average
              Exercise
      Price$0.13
      to $0.14
            1,847,209
            9.09
            $
      0.1354
            1,111,269
            $
      0.1354$0.60
            500,000
            9.41
            $
      0.60
            50,000
            $
      0.60002,347,209
            
            
            1,161,269
            $0.1554




There was
no stock option activity in 2006.





46




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006







Warrants





In
connection with the February 27, 2006 $150,000 related party loan from Donald
Farley, the Company also granted to Farley a 5-year warrant to purchase up to
301,735 shares of the Company’s Common Stock. This warrant is exercisable at any
time at an exercise price of $0.1359 per share. Such warrants were valued at
$27,156 (calculated to be the fair value based on the Black-Scholes pricing
model on the issuance date). The Company recorded this expense and is included
on the statement of operations for the year ending December 31,
2007.





In
connection with the Series B Private Placement financing, the Company issued
warrants to brokers with the right to purchase up to 1,368,847 shares of common
stock at an exercise price of $0.1359. Such warrants were valued at $123,196
(calculated to be the fair value based on the Black-Scholes pricing model on the
issuance date). The value of these warrants of $123,196 was charged to issuance
costs and netted against the gross proceeds.





On
      February 7, 2007, the Company issued warrants to Investa Capital Partners
      Inc. (“Investa”) for services performed in connection with the reverse
      merger transaction, which are exercisable in two tranches. The tranche A
      warrants gave Investa the right to purchase 2,705,659 shares of common
      stock at an exercise price of $0.1848 per share. The tranche B warrants
      gave Investa the right to purchase 2,032,982 shares of common stock at an
      exercise price of $0.2459 per share. The warrants had a fair value of
      $2,927,285 and have been recorded as an expense for the year ended
      December 31, 2007.  Both the tranche A and the tranche B warrants
      were exercisable for a period of 365 days from the date of issuance until
      the warrants expired on February 7, 2008.These
      warrants expired on February 7, 2008. Investa did not exercise these
      warrants and the Company did not exercise the put feature.
              
              The
      Company valued the put feature associated with these warrants and
      determined that the value did not have a significant impact on the
      financial statements for the year ended December 31,
  2007.




On August
31, 2007, in consideration for placement services of the convertible debentures,
the Company issued 5-year warrants to purchase up to 688,000 shares of
restricted common stock for $0.19 per share, valued at $152,586 (calculated to
be the fair value based on the Black-Scholes pricing model on the issuance
date).





On
December 10, 2007, the Company issued a 5-year warrant to purchase up to 43,000
shares of restricted common stock for $0.50 per share for investor relation
services rendered to us, valued at $3,870 (calculated to be the fair value based
on the Black-Scholes pricing model on the issuance date).





The
following table summarizes outstanding and exercisable warrants as of December
31, 2007:





Warrants
      outstanding and exercisable
            Exercise
      price per share
            Expiration
      Date2,705,659
            $0.1848
            February
      7, 20082,032,982
            $0.2459
            February
      7, 20081,670,582
            $0.1359
            February
      6, 20122,000,000
            $0.5000
            July
      31, 20123,000,000
            $0.5000
            August
      3, 20123,160,000
            $0.5000
            August
      16, 2012440,000
            $0.5000
            August
      31, 2012688,000
            $0.1900
            August
      31, 201243,000
            $0.5000
            December
      10, 201215,740,223




47





HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006







A summary
of the status of warrant activity for the year ended December 31, 2007 is as
follows:





Weighted
      AverageNumber of
            
            
            Weighted
      Average
            
            
            Contractual
      Term
            
            
            Aggregate
      IntrinsicSummary of
      activity:
            
            Shares
            
            
            Exercise
      Price
            
            
            (in
      years)
            
            
            ValueOutstanding
      as of December 31, 2006:
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -Granted
            
            
            15,740,223
            
            
            
            0.36
            
            
            
            4.12
            
            
            
            3,659,356Exercised
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Cancelled,
      forfeited or expired
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding
      as of December 31, 2007:
            
            
            15,740,223
            
            
            $
            0.36
            
            
            
            4.12
            
            
            $
            3,659,356














48




HEALTHCARE
PROVIDERS DIRECT, INC.


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006








17.    SUBSEQUENT
EVENTS





On
January 10, 2008, the Company issued 5-year warrants to Lincoln Associates LLC,
a related party, for general business services to be performed during 2008,
which are exercisable in two tranches.  Tranche A warrant gives
Lincoln Associates LLC the right to purchase up to 100,000 shares of the
Company’s Common Stock. This warrant is exercisable at any time at an exercise
price of $0.09 per share, valued at $8,643 (calculated to be the fair value
based on the Black-Scholes pricing model on the issuance date).  The
tranche B warrant gives Lincoln Associates LLC the right to purchase up to
100,000 shares of the Company’s Common Stock. This warrant is exercisable at any
time at an exercise price of $0.19 per share, valued at $8,484 (calculated to be
the fair value based on the Black-Scholes pricing model on the issuance date).
William Dioguardi, a member of our board of directors, is the managing partner
of Lincoln Associates LLC.





The SB-2
Registration statement was declared effective January 28, 2008. 11,871,993
shares of common stock were registered, including 8,600,000 shares of common
stock which are issuable upon conversion of the debentures at a conversion price
of $0.25 per share.





On
January 1, 2008, the maturity date of the loan from management dated June 1,
2006 in the amount of $90,000 was extended to December 31, 2009 at a per annum
rate of 7.0%.





The
Investa Capital Partners Inc. warrants expired on February 7, 2008. Investa did
not exercise these warrants and the Company did not exercise the put
feature.










49




Item 8. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure





On September 5, 2007, we dismissed Morgan and
Company, Chartered Accountants (“Morgan”) as independent auditors for the
Company (f/k/a Alpha Motorsport, Inc.).  In addition, on September 5,
2007, we dismissed Amper, Politziner & Mattia, P.C. ("Amper") who audited
the financial statements for the Healthcare Providers Direct, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“HPD-Delaware”), and was
engaged by the Company to review the Company’s Form 10-QSB for the quarterly
periods ended March 31 and June 30, 2007.  Both of these dismissals
were approved by the Audit Committee of the Company and our Board of
Directors.




Morgan’s
report, dated September 22, 2005 on the Company's financial statements for the
fiscal year ended June 30, 2005 contained an explanatory paragraph indicating
that there was substantial doubt as to the Company’s ability to continue as a
going concern. Other than such statement, no report of Morgan on the financial
statements of the Company for either of the past two years contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.





Amper’s
report on HPD-Delaware’s financial statements for the fiscal year ended December
31, 2006 and 2005 contained an explanatory paragraph indicating that there was
substantial doubt as to HPD-Delaware’s ability to continue as a going concern.
Other than such statement, no report of Amper on the financial statements of
HPD-Delaware for either of the past two years contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles.




During
the Company’s and HPD-Delaware’s two most recent fiscal years and through
September 4, 2007: (i) there have been no disagreements with Morgan or Amper on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Morgan or Amper, would have caused them to make reference to the
subject matter of the disagreement in connection with its reports and (ii)
Morgan or Amper did not advise the Company or HPD-Delaware of any of the events
requiring reporting in this Current Report on Form 8-K under Item
304(a)(1)(iv)(B) of Regulation S-B.





The
Company provided to Morgan and Amper the disclosure contained in this Form 8-K
and requested Morgan and Amper to furnish a letter addressed to the Commission
stating whether it agrees with the statements made by the Company herein and, if
not, stating the respects in which it does not agree. Incorporated by reference
herewith as exhibit 16.1 is the letter from our principal accountants, Morgan
and Company, Chartered Accountants.  .Incorporated by reference
herewith as exhibit 16.2 is the letter from Amper, Politziner & Mattia,
P.C.




On September 5, 2007, the Board of Directors approved our
engagement of Miller, Ellin & Company, LLP ("Miller Ellin") as independent
auditors for the Company and its subsidiaries. The Company engaged Miller Ellin
on September 5, 2007.




Item
8A(T). Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of December 31, 2007. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





Based
on our evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are designed at a
reasonable assurance level and are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required
disclosure.




Management’s
Annual Report on Internal Control over Financial Reporting




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Exchange Act
Rule 13a-15(f). The Company’s internal control system is a process designed
by, or under the supervision of, the Company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
Company’s 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
U.S. generally accepted accounting principles
(U.S. GAAP).




50





The
Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP,
and that receipts and expenditures are being made only in accordance with the
authorization of its management and directors; and 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 its
financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2007. In making this assessment, the Company
used the control criteria framework of the Committee of Sponsoring Organizations
of the Treadway Commission published in its report entitledInternal Control —
Integrated Framework.  As a result of its assessment,
management identified a material weakness in the Company’s internal control over
financial reporting. Based on the weakness identified as described below,
management concluded that the Company’s internal control over financial
reporting was not effective as of December 31, 2007.




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that, there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. As a result of
its assessment, management identified the following material weaknesses in
internal control over financial reporting as of December 31,
2007:





·
            The
      Company lacked sufficient internal resources to adequately implement
      segregation of duties within the financial reporting
    system.





·
            While
      there were internal controls and procedures in place that relate to
      financial reporting and the prevention and detection of material
      misstatements, these controls did not meet the required documentation and
      effectiveness requirements under the Sarbanes-Oxley Act (“SOX”) and
      therefore, management could not certify that these controls were correctly
      implemented. As a result, it was management’s opinion that the lack of
      documentation did warrant a material weakness in the financial reporting
      process.






This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.




Remediation
of Material Weakness




During
2008, the Company will implement the following remediation activities to
materially improve, or are reasonably likely to improve, the Company’s internal
control over financial reporting:





·
            Continue
      the refinement, expansion, and communication of Accounting Policies and
      Procedures, particular in areas involving complex or technical accounting,
      and





·
            Utilize
      external consultants to assist in the implementation and design of
      policies and procedures to meet the required documentation and
      effectiveness requirements for internal controls over financial reporting
      under the Sarbanes-Oxley Act (“SOX”) and adequately address the lack of
      segregation of duties within the financial reporting
    process.





Even with
these changes, due to the increasing number and complexity of pronouncements,
emerging issues and releases, and reporting requirements and regulations, we
expect there will continue to be some risk related to financial disclosures. We
believe that such risks have been reasonably mitigated following our
implementation of the Sarbanes-Oxley Act requirements in late 2007 and our
remediation plans that will be implemented during 2008. However, the process of
identifying risk areas and implementing financial disclosure controls and
internal controls over financial reporting required under the Sarbanes-Oxley Act
continues to be complex and subject to significant judgment and may result in
the identification in the future of areas where we may need additional
resources. Additionally, due to the complexity and judgment involved in this
process, we cannot guarantee we may not find or have pointed out to us either by
internal or external resources, or by our auditors following the implementation
of the external auditor requirement for their independent assessment of our
controls, additional areas needing improvement or resulting in a future
assessment that our controls are or have become ineffective as a result of
overlooked or newly created significant deficiencies or unmitigated
risks.




Changes
in Internal Control Over Financial Reporting




During
the year ended December 31, 2007 there were no changes in internal control
that materially affected or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.




51




Item
8B. Other information





None.




PART III





Item
9. Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act





The
following table sets forth the name, age, position and term of directorship, as
applicable, of each of the Company’s directors, executive officers and
significant employees as of the date hereof.




Name
            
            Age
            
            Director
      SinceNorman
      R. Proulx
              President,
      CEO, Chief Financial Officer and a Director
            
            60
            
            February
      7, 2007Janet
      Tobias Proulx
              Corporate
      Secretary and Director of Administration
            
            61
            
            -Gregory
      S. Davies
              Corporate
      Treasurer and Vice President of Finance
            
            39
            
            -Donald
      F. Farley
              Director
            
            65
            
            February
      7, 2007William
      P. Dioguardi
            
            50
            
            February
      7, 2007DirectorW.
      Barry McDonald
            
            60
            
            February
      7, 2007Director


____________________




Executive
Officers, Directors and Significant Employee Biographies




Norman R. Proulx - President, CEO,
Chief Financial Officer & Director. Mr. Proulx is a member of the
Board of Directors, President, Chief Executive Officer and Chief Financial
Officer. From 1999 to present, he has served as the Chief Executive Officer of
ZymeTx, Inc. and is a member of its Board of Directors. ZymeTx, Inc. filed for
bankruptcy protection under Chapter 11 of the U. S. Bankruptcy Code in November
2002 and emerged in October 2003. From 2000 to present, he has served as the
Chief Executive Officer of Gynétics, Inc. From 1997 to 2002, he was a Managing
Director of Spencer Trask, Inc., a venture capital firm. It was during this
period that Mr. Proulx was asked to become CEO of both ZymeTx, Inc. and
Gynétics, Inc. From 1990 to 1997 he was President and Chief Executive Officer of
Seymour Housewares Corporation, a consumer products company owned by Forstmann
Little & Company. In 1997 Seymour Housewares Corporation merged with Seymour
Sales Corporation, a publicly-traded housewares company. Prior to 1990 he held
various general management positions with Wilkinson Sword North America,
Scripto, Inc. and The Gillette Company. Mr. Proulx graduated from Boston College
in 1969 with a B.A. degree in Accounting. He also participatedin the MBA Program of
Boston University 1977-1978.





Janet Tobias Proulx - Corporate
Secretary and Director of Administration . Mrs. Proulx is Corporate
Secretary and Director of Administration. Mrs. Proulx’s experience includes over
15 years in similar positions, including Director of Administration and
Secretary for Gynétics, Inc. from 2001-2004. From 1998-2001 she worked in
investment banking and compliance with Spencer Trask, Inc. Prior to that, from
1985 to 1990, Mrs. Proulx was Director of Administration and Secretary for
Wilkinson Sword, Inc. where, in addition to her corporate responsibilities, she
also managed customer service and inside sales. Mrs. Proulx attended the
University of Louisville in Kentucky.





52




Gregory S. Davies - Corporate
Treasurer and Vice President of Finance . Mr. Davies is Corporate
Treasurer and Vice President of Finance. From 2001-2004, Mr. Davies served in
the same capacity for Gynétics, Inc. Mr. Davies has more than 15 years financial
and accounting experience, primarily in mid size and start-up companies. Mr.
Davies received a B.S. degree in Management from Montclair State College in
1990, and an MBA in Finance from Monmouth University in 1994.




Donald F. Farley - Director .
Donald F. Farley is a member of the Board of Directors. From 1998 to present,
Mr. Farley has been the Chief Executive Officer of Spencer Trask Specialty
Group, LLC. Prior to 1998, Mr. Farley held several executive level positions
with Pfizer, Inc., including President, Consumer Health Care and President,
Pfizer Food Science Group. Mr. Farley is the Chairman of the Board of Directors
and a member of the compensation committee of Vyteris, Inc., and a member of the
Board of Directors and governance committee of Minrad, Inc. Mr. Farley received
his B.S. in chemical engineering from The University of Rhode Island in 1965 and
his MBA from the University of Hartford in 1969.





William P. Dioguardi -
Director . William P. Dioguardi is a member of the Board of Directors.
From 1994 to present, Mr. Dioguardi has been the President of Spencer Trask
Ventures, Inc. From 1988 to 1994, Mr. Dioguardi was founder and President of
Vantage Securities. Prior to 1988, Mr. Dioguardi was First Vice President and a
member of the Executive Committee of Integrated Resources, Inc. Mr. Dioguardi is
a member of the Board of Directors of Adagio Acquisition I, Inc., Adagio
Acquisition II, Inc. and Adagio Acquisition III, Inc. Mr. Dioguardi graduated
from Montclair Academy in 1976 and received a B.S. degree in Business
Administration from Monmouth University in 1980.





W. Barry McDonald - Director .
Mr. McDonald is a member of the Board of Directors. From 1968 to present, Mr.
McDonald has been an Executive Director of The Sage Group, Inc. Mr. McDonald has
over 30 years experience as an executive manager in the healthcare industry for
companies in the United States, Europe and Japan focused on human diagnostics.
Mr. McDonald graduated from the University of Southern Mississippi in 1970 with
a B.S. degree in Biology/Chemistry and in 1972 with an M.S. degree in
Microbiology/Genetics. He attended the Albert Chandler Medical School at the
University of Kentucky, PhD./MD Program, 1972-1974.





Family
Relationships




Norman
Proulx and Janet Proulx are husband and wife.




Board
of Directors




Our
business, property and affairs are managed by or under the direction of the
board of directors. Members of the board are kept informed of our business
through discussion with the chief executive and financial officers and other
officers, by reviewing materials provided to them and by participating at
meetings of the board and its committees.





Our
directors are elected for a term of one year and until their successors are
elected and qualified.





The
Company’s Board of Directors is comprised of four directors: Norman R. Proulx,
Donald F. Farley, William P. Dioguardi and W. Barry McDonald.




Director
Compensation




The
Company may compensate non-management directors through the issuance of stock
awards including, without limitation, stock options, restricted stock awards,
stock grants, and/or stock appreciation rights. The Company intends to make such
awards pursuant to a stock option plan or employee incentive plan to be approved
by the Company.




Audit,
Nominating and Compensation Committees




The Board
of Directors has established an Audit Committee, a Compensation Committee, and a
Governance Committee.





The
Compensation Committee has not met during the 2007 fiscal year.  All
matters addressed by the Compensation Committee were decided on by the Board of
Directors. The function of the Committee is to approve stock plans and option
grants and review and make recommendations to the Board of Directors regarding
executive compensation and benefits.





The
Governance Committee has not met during the 2007 fiscal year.  All
matters addressed by the Governance Committee were decided on by the Board of
Directors.  The function of the Governance Committee is to (a) oversee
the evaluation of the Board and management and (b) develop, recommend and revise
a set of corporate governance principles.





53




As of
December 31, 2007, the Audit Committee consisted of the following members:
Messrs. McDonald and Farley.  The Audit Committee has met twice
in fiscal year 2007. Responsibilities of the Committee include (1) reviewing
financial statements and consulting with the independent auditors concerning the
Company's financial statements, accounting and financial policies, and internal
controls, (2) reviewing the scope of the independent auditors' activities and
the fees of the independent auditors, and (3) reviewing the independence of the
auditors. All of the members of the Audit Committee meet the independence
standards established by the National Association of Securities
Dealers.





The total
number of meetings of the Board of Directors during the fiscal year 2007 was
three.  Each of the incumbent directors attended a majority of (i) the
meetings of the Board during the year and (ii) the total number of meetings of
all committees of the Board on which the incumbent directors
served.




Code
of Ethics




As of
December 31, 2007, we have not adopted a Code of Ethics for Financial
Executives, which include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.





We have
begun the process of drafting a code of ethics which will be filed with the
Security and Exchange Commission upon its adoption by the board of
directors.




Involvement
in Certain Legal Proceedings





During
the past five years no director or executive officer of the company (i) has been
involved as a general partner or executive officer of any business which has
filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding
nor is subject to any pending criminal proceeding; (iii) has been subjected to
any order, judgment or decree of any court permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; and (iv) has been found by a court,
the Commission or the Commodities Futures Trading Commission to have violated a
federal or state securities or commodities law.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of our
equity securities to file with the SEC initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten percent beneficial
shareholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To the best of our knowledge based solely on a
review of Forms 3, 4, and 5 (and any amendments thereof) received by us during
or with respect to the year ended December 31, 2007, the following persons have
failed to file, on a timely basis, the identified reports required by Section
16(a) of the Exchange Act during fiscal year ended December 31,
2007:





Name
            Principal
      Position
            Number
      of late reports
            Transactions
      not
              timely
      reported
            Known
      failures to
              file
      a required formNorman
      R. Proulx
            President,
      CEO, CFO, Director
            0
            0
            0William
      Dioguardi Dioguardi
            Director
            0
            0
            0Donald
      F. Farley
            Director
            0
            0
            0Barry
      McDonald
            Director
            0
            0
            0Gregory
      Davies
            VP
      Finance
            0
            0
            0





54





Item
10. Executive Compensation





The table
below summarizes all compensation awarded to, earned by, or paid to our former
or current executive officers for the fiscal years ended 2007 and
2006.




SUMMARY
      COMPENSATION TABLEName
      and
              principal
      position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All Other
              Compensation
              ($)
            Total
              ($)Norman
      R. Proulx
              President,
      CEO, CFO
            2007
              2006
            300,000
              173,322(1)
            -
              -
            -
              -
            -
            -
              -
            -
              -
            55,395
      (2)
              395
      (2)
            355,395
              173,717Gregory
      S. Davies
              Vice
      President of Finance
            2007
              2006
            115,000
              100,000(3)
            -
              -
            -
              -
            13,247
              -
            -
              -
            -
              -
            29,510
      (4)
              3,644
      (4)
            157,757
              103,644




(1)
            The
      Company currently owes Mr. Proulx $113,750 for unpaid salary in 2006 and
      entered into a letter agreement with Mr. Proulx dated February 1, 2007
      acknowledging the amount owed and agreeing to repay such amount at such
      time as it shall determine is consistent with its cash flow
      needs.




(2)
            This
      amount represents the 2007 and 2006 annual premiums of $395 and $395,
      respectively, for Mr. Proulx’ $1,000,000 life insurance policy paid by the
      Company. In addition, the Company paid Mr. Proulx $55,000 in accrued
      salary.





(3)
            The
      Company currently owes Mr. Davies $48,333 for unpaid salary in 2006 and
      entered into a letter agreement with Mr. Davies dated February 1, 2007
      acknowledging the amount owed and agreeing to repay such amount at such
      time as it shall determine is consistent with its cash flow
      needs.





(4)
            This
      amount represents (a) the 2007 and 2006 annual premiums in the amounts of
      $135 and $102, respectively, for Mr. Davies’ $100,000 life insurance
      policy paid by the Company and (b) a Company match under the Company’s
      current 401k Plan to Mr. Davies in the amounts of $6,875 and $3,542,
      respectively. Mr. Davies is fully vested in this amount. In addition,
      $22,500 in accrued salaries was
paid.






55




Narrative
Disclosure to the Summary Compensation Table




Salary
and stock options granted to our executive officers is based on their level of
experience and contributions to the company.





Compensation
paid to Norman R. Proulx and Gregory S. Davies




We
currently do no have employment agreements with any of our named executive
officers. Previously, on February 1, 2007, HPD entered into letter agreements
with Messrs. Proulx and Davies acknowledging unpaid salary amounts owed to
Messrs. Proulx and Davies for 2006 and agreeing to pay such amounts at the time
the Company determines is consistent with its cash flow needs. For year ended
December 31, 2007, the Company owes Messrs. Proulx and Davies $113,750 and
$48,333, respectively.




None of
the executive officers of the Company is entitled to receive any payments or
benefits in the event of termination of employment with the
Company.





During
the fiscal year ended December 31, 2007, the Company granted Mr. Davies options
to purchase 147,188 shares of common stock at the exercise price of $0.1354 per
share with an expiration date of February 5, 2017. These options fully vest over
a two year period. The aggregate value of these options was computed in
accordance with FAS 123R and is reported in the summary compensation table above
in the column titled “Option Awards.” Also during the fiscal year ended December
31, 2007, Mr. Proulx and Mr. Davies were paid for accrued salaries in the
amounts of $55,000 and $22,500, respectively. These accrued salaries are
reported in the summary compensation table above in the column titled “All Other
Compensation.”

















56


Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of December 31,
2007.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Gregory
      S.
              Davies
              
              Norman
      R.
              Proulx
            -
              
              
              -
            147,188
      (1)
              
              
              -
            -
              
              
              -
            0.1354
              
              
              -
            02/05/2017
              
              
              -
            -
              
              
              -
            -
              
              
              -
            -
              
              
              -
            -
              
              
              -




(1)
            147,188
      options become fully vested and exercisable on February 5,
      2009.




57


Compensation
of Directors





The table
below summarizes all compensation of our directors as of December 31,
2007.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)W.
      Barry McDonald
            -
            -
            19,870
            -
            -
            80,144
      (1)
            100,014Donald
      F. Farley
            -
            -
            19,870
            -
            -
            27,156
      (2)
            47,026Norman
      R. Proulx
            -
            -
            -
            -
            -
            -
            -William
      P. Dioguardi
            -
            -
            19,870
            -
            -
            -
            19,870





Narrative
Disclosure to the Director Compensation Table





Norman
Proulx received no compensation for his service as a member of our board of
directors. We only compensate outside directors for the service as members of
our board of directors.  On February 1, 2007, the Company granted each
non-employee director 220,782 stock options, all at an exercise price of $
0.1354. The stock options vest over three years. All of these options expire 10
years from the date of grant. There were no options granted to our board of
directors for the period ending December 31, 2006.





(1)
            On
      January 14, 2005, the Company entered into a consulting arrangement with
      W. Barry McDonald (a board of director), under which, Mr. McDonald is to
      provide the Company with certain business development assistance in
      exchange for monthly payments, success fees and stock options to earn up
      to 5% of the Company’s common stock on a fully diluted basis. Subsequent
      to the adoption of the Company’s Stock Option Plan, in February 2007, the
      Company’s Board of Directors agreed to grant W. Barry McDonald an option
      to purchase one share of HPD Common Stock (pre-merger common stock) for
      every five hours of consulting services that Mr. McDonald provides to HPD
      in 2007. The exercise price for each share of HPD Common Stock is $0.1354
      per share (on a post-merger basis). Mr. McDonald agreed to work with our
      management team and provide 36 hours of consulting services per month,
      such consulting services consisting of identifying and developing
      relationships with companies whose diagnostic products are consistent with
      our strategy (each, a “Target”) and objectives and assisting us with the
      implementation of our business model. Such options vest at the end of each
      quarter following the performance of the consulting services by Mr.
      McDonald. In connection with the agreement noted above, Mr. McDonald was
      granted 890,487 options valued at $80,144, which represented 4% of the
      Company on a fully-diluted basis as of December 14,
  2006.Mr.
      McDonald shall have the right to earn the remaining 1% of the Company’s
      Common Stock on a fully-diluted basis as set forth above, upon the
      consummation of a definitive agreement with a Target. The exercise price
      for such shares of HPD Common Stock is $0.1354 per
  share.




(2)
            In
      connection with the February 27, 2006 $150,000 related party loan from
      Donald Farley, the Company also granted to Farley a 5-year warrant to
      purchase up to 301,735 shares of the Company’s Common Stock. This warrant
      is exercisable at any time at an exercise price of $0.1359 per share. Such
      warrants were valued at $27,156 (calculated to be the fair value based on
      the Black-Scholes pricing model on the issuance date). The Company
      recorded this expense on the statement of operations for the year ended
      December 31, 2007.





58





Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters




The
following table identifies, as of March 15, 2008, the number and percentage of
outstanding shares of common stock owned by (i) each person we know to own more
than five percent of our outstanding common stock, (ii) each named executive
officer and director, and (iii) and all our executive officers and directors as
a group:





Title
      of Class
            Name
      & Address of
              Beneficial
      Owner (1)
            Amount
      and Nature of
              Beneficial
      Ownership (1)
            Percent
      of
              Class(2)Common
      Stock
            Norman
      R. Proulx
            8,485,380
      (3)
            18.9Common
      Stock
            Janet
      Tobias Proulx
            8,485,380
      (4)
            18.9Common
      Stock
            Gregory
      S. Davies
            2,340,287
            5.2Common
      Stock
            W.
      Barry McDonald
            890,487
            2.0Common
      Stock
            Donald
      F. Farley
            4,548,105
      (5)
            10.1Common
      Stock
            William
      P. Dioguardi
            --
            --Common
      Stock
            All
      Officers & Directors as a Group
            16,264,259
            55





* Equals
less than 1%.





(1)       The
address of each of the directors and executive officers listed below is c/o
Healthcare Providers Direct, Inc., 3371, Route One, Suite 200, Lawrenceville,
New Jersey, 08648.  "Beneficial Ownership" means having or sharing,
directly or indirectly (i) voting power, which includes the power to vote or to
direct the voting, or (ii) investment power, which includes the power to dispose
or to direct the disposition, of shares of the common stock of an
issuer.  The definition of beneficial ownership includes shares
underlying options or warrants to purchase common stock, or other securities
convertible into common stock, that currently are exercisable or convertible or
that will become exercisable or convertible within 60 days.  Unless
otherwise indicated, the beneficial owner has sole voting and investment
power.





(2)       Based
on 44,911,538 shares of common stock outstanding as March 15, 2008.





(3)       Includes
2,340,287 shares of HPD Common Stock owned by Mr. Proulx’s wife, Janet Tobias
Proulx.




(4)       Includes
6,145,093 shares of HPD Common Stock owned by Mrs. Proulx’s husband, Norman
Proulx.




(5)       This amount includes warrants to
purchase 301,735 shares of HPD’s Common Stock, exercisable at any time at an
exercise price of $0.1359 per share. See “Certain Relationships and Related
Transaction - Donald Farley.”





59





Item
12. Certain Relationships and Related Transactions





Donald
F. Farley




Donald F.
Farley is a member of our Board of Directors and a significant shareholder in
the Company. The following summarizes the principal features of certain
transactions entered into between HPD and Mr. Farley:




$250,000
Convertible Loan




On or
about June 15, 2005, Mr. Farley agreed to lend $125,000 to HPD pursuant to a
Convertible Promissory Note and Security Agreement. On or about July 15, 2005,
Mr. Farley agreed to lend an additional $125,000 to HPD pursuant to the terms of
the same agreement. The entire $250,000 principal amount of the loan, plus
interest at an annual rate of 10%, was to be repaid within on June 15, 2006
unless converted in accordance with the terms of the Convertible Promissory Note
and Security Agreement. In November 206, the entire principal amount (and all
accrued interest thereon) of the loan was converted into 577 shares of HPD’s
Series A Preferred Stock in accordance with the terms of the Convertible
Promissory Note and Security Agreement. The Series A Preferred Stock was
converted into 4,246,370 shares of common stock after the share exchange
agreement as described in (note 1).




$150,000
Convertible Loan




On
February 27, 2006, Farley agreed to lend the Company $150,000 in three
installments (which was subsequently repaid on January 22, 2007) at an interest
rate of 8.5%.  The Company also agreed to issue to the holder a
warrant to purchase that number of additional shares of Series B such that, upon
conversion of such shares to Common Stock, the converted shares would represent
0.5% of all of the Company’s issued and outstanding Common Stock on a fully
diluted basis.  The post merger price for such shares would be $0.1359
per share. On February 6, 2007, a total of 301,735 post merger warrants were
issued in connection with this note payable. Such warrants were valued at
$27,156 (calculated to be the fair value based on the Black-Scholes pricing
model on the issuance date). The Company recorded this expense on the statement
of operations for the year ended December 31, 2007.




ZymeTx,Associates,
LLC.




ZymeTx
Associates, LLC, of which Mr. Farley is a member, is a creditor of ZymeTx, Inc.
a supplier of diagnostic products to the Company. In connection with Mr.
Farley’s relationship with ZymeTx, Inc., ZymeTx Associates, LLC receives 50% of
net sales of the ZstatFlu test.  During 2007 and 2006, ZymeTx
Associates, LLC received $114,121 and $30,786, respectively, in connection with
the above mentioned.




Norman
Proulx, our Chief Executive Officer and a member of our Board of Directors, has
served from 1999 to present, as the Chief Executive Officer of ZymeTx, Inc. and
is a member of its Board of Directors.




Other
Transactions





In April
2005, the Company entered into an agreement (the “Agreement”) with DiagXotics,
Inc. (“Diagxotics”) and Spencer Trask Specialty Group LLC (“Spencer Trask”),
(related parties) for the acquisition of certain ZstatFlu and shrimp diagnostic
inventory and the right, title and interest in certain license agreements for
the ZstatFlu test and shrimp diagnostic test.  The Company must pay
royalties of 50% of the next sales of the shrimp diagnostic test, up to a total
of $50,000. The Company must pay royalties of approximately 16.67% of the net
sales of the ZstatFlu tests to Spencer Trask, up to a total of $100,000 which is
due no later than June 30, 2008 (note 5).




On
January 1, 2008, the maturity date of the loan from management dated June 1,
2006 in the amount of $90,000 was extended to December 31, 2009 at a per annum
rate of 7.0%.




In
February 2007, in connection with the purchase by Spencer Trask Illumination
Fund, LLC of shares of Series B Preferred Stock in the Series B Offering, the
Company granted Concord Equities Group, Inc. a 5-year warrant to purchase up to
220,782 shares of the Company’s Common Stock. This warrant is exercisable at any
time at an exercise price of $0.1359 per share. The value of this warrant of
$19,870 was included in the Series B issuance costs. William Dioguardi, a member
of our board of directors, is the Chairman of Concord Equities Group, Inc. and
is the managing member of the Spencer Trask Illumination Fund, LLC.




60




Item
13. Exhibits





Exhibit
      Number
            Description
      of Exhibit2.1
            Agreement
      and Plan of Merger dated January 11, 2007 (4)2.2
            Share
      Exchange Agreement by and between Alpha Motorsport, Inc. and Healthcare
      Providers Direct, Inc., dated February 7, 2007 (5)3.1
            Articles
      of Incorporation of the Company (1)3.2
            Bylaws
      of the Company (1)3.3
            Certificate
      of Change filed with the Secretary of State of Nevada on April 13, 2006
      (2)3.4
            Articles
      of Merger filed with the Secretary of State of Nevada on January 18, 2007
      (4)3.5
            Certificate
      of Change filed with the Secretary of State of Nevada on January 18, 2007
      (4)4.1
            Form
      of Debenture(6)4.2
            Form
      of Warrant (6)10.1
            Amended
      and Restated Summary of Proposed Terms for a Reverse Merger Acquisition of
      HealthCare Providers Direct Inc. and the Issuance of the Bridge Loan
      (3)10.2
            Share
      Purchase Agreement by and between Alpha Motorsport, Inc. and Vincent
      Markovitch, dated February 7, 2007 (4)10.3
            Form
      of Subscription Agreement (6)16.1
            Letter
      of Morgan & Company, Chartered Accountants (7)16.2
            Letter
      of Amper, Politziner & Mattia, P.C. (8)21
            List
      of Subsidiaries31
            Certification of Chief Executive Officer pursuant
      to Securities Exchange Act Rule13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(1)
 Incorporated by reference from the exhibit to the Company’s Form SB-2
(File No. 333-119930) filed with the SEC on October 25, 2004




(2)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on April, 28 2006




(3)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on December 12, 2006




(4)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on February 2, 2007




(5)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on February 13, 2007




(6)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on August 6, 2007




(7)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on September 12, 2007




(8)
Incorporated by reference from the exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on September 14, 2007





61




Item 14. Principal Accountant Fees and
Services





Audit
Fees





The
aggregate fees billed by our current auditors for professional services rendered
in connection with a review of the financial statements included in our
quarterly reports on Form 10-QSB and the audit of our annual consolidated
financial statements for the fiscal years ended December 31, 2007 and December
31, 2006 were approximately $32,000 and $0, respectively. The aggregate fees
billed by our previous auditors for professional services rendered in connection
with a review of the financial statements included in our quarterly reports on
Form 10-QSB and the audit of our annual consolidated financial statement for the
fiscal years ended December 31, 2007 and December 31, 2006 were approximately
$125,000, and $42,000, respectively.





Audit-Related
Fees





The
additional fees billed by our previous auditors for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial for the fiscal years ended December 31, 2007 and December 31,
2006 were approximately $20,000 and $0 respectively.





Tax
Fees





The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $5,000 and $4,000 for the fiscal
years ended December 31, 2007 and 2006, respectively.





All
Other Fees





The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2007 and 2006 were $0 and $0,
respectively.





62





SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





HEALTHCARE
      PROVIDERS DIRECT, INC.Date:  April
      8, 2008
              By:
              /s/ Norman
      ProulxNorman
      ProulxChief
      Executive Officer (Principal Executive Officer) and Chief Financial
      Officer (Principal Financial Officer and Accounting Officer) and
      Director




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Name
              
              Position
              
              Date/s/
      Norman
      Proulx
              
              Chief
      Executive Officer (Principal Executive Officer)
              
              April
      8, 2008Norman
      Proulx
              
              and
      Chief Financial Officer (Principal Financial Officer and Accounting
      Officer) and Director/s/
      Donald
      Farley
              
              Director
              
              April
      7, 2008Donald
      Farley/s/
      W.
      Barry McDonald
              
              Director
              
              April
      7, 2008W.
      Barry McDonald/s/
      William
      P. Dioguardi
              
              Director
              
              April
      8, 2008William
      P. Dioguardi