SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2005

                                       OR

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

            For the transition period from ___________ to ___________

                         Commission file number 0-30583

                               PRACTICEXPERT, INC.

        (Exact name of small business issuer as specified in its charter)



                 Nevada                               87-0622329
      (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             Identification Number)

       10833 Washington Boulevard                        90232
             Culver City, CA                          (Zip Code)
 (Address of principal executive offices)

                                 (310) 815-3500
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

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

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.



                  Class                        Outstanding at November 10, 2005
------------------------------------------  ------------------------------------
 Common Stock, $.001 par value per share              142,188,255 Shares


<PAGE>

                                TABLE OF CONTENTS
                                                                           Page

PART I - FINANCIAL INFORMATION...............................................1

ITEM 1        FINANCIAL STATEMENTS...........................................1

              Consolidated Balance Sheet as of September 30, 2005............1

              Consolidated Statements of Operations for
              the three and nine months ended September 30, 2005 and 2004....2

              Consolidated Statements of Cash Flows for
              the nine months ended September 30, 2005 and 2004..............3

              Notes to Consolidated Financial Statements.....................4

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS...........................14

ITEM 3   CONTROLS AND PROCEDURES............................................16

PART II - OTHER INFORMATION.................................................17

ITEM 1   LEGAL PROCEEDINGS..................................................17

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES............................17

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................17

ITEM 5   OTHER INFORMATION..................................................17

ITEM 6   EXHIBITS...........................................................18


                                        i


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PRACTICEXPERT, INC.
                                  BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                           2005 Restated
                                                                                             (Note 18)
                                                                                           -------------
<S>                                                                                        <C>
ASSETS

      CURRENT ASSETS:
          Cash & cash equivalents                                                          $    204,153
          Prepaid expenses                                                                       85,026
          Inventory                                                                             162,564
          Accounts receivable, net                                                            2,792,025
          Other receivables                                                                       4,884
                                                                                           ------------
                 Total current assets                                                         3,248,652

      PROPERTY AND EQUIPMENT, net                                                               534,110
      OTHER ASSETS
          Deposits
                                                                                                 17,637
      INTANGIBLES:
          Client list, net                                                                    5,349,002
          Software, net                                                                         900,000
          Goodwill                                                                            1,730,630
                                                                                           ------------
                                                                                              7,979,632
                                                                                           ------------
                                                                                             11,780,030
                                                                                           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES:
          Accounts payable & accrued expenses                                                 4,229,418
          Notes payable - related parties                                                       120,092
          Notes payable                                                                       4,271,883
          Advances                                                                              422,781
          Deferred Revenue                                                                      372,256
          Other current liabilities, including related party debt of $178,712                   252,724
          Trust account                                                                         156,742
          Dividends payable                                                                      15,306
                                                                                           ------------
                 Total current liabilities                                                    9,841,202

      Notes Payable, related party - long term                                                   23,040
      Notes Payable - long term                                                                 100,000

      COMMITMENTS

      STOCKHOLDERS' EQUITY
          Preferred stock - unclassified, authorized shares 36,000,000,  no par value
             none issued
          Preferred stock convertible - Series C, 6%, $.001 par value
             2,000,000 shares authorized; 41,170 issued and
             outstanding                                                                             41
          Common stock, $.001 par value, 200,000,000 shares
             authorized; 131,591,329 issued and outstanding                                     142,632
          Treasury Stock, 49,000 shares of common stock                                        (285,000)
          Additional paid in capital                                                         19,094,511
          Shares to be issued                                                                    79,199
          Accumulated deficit                                                               (17,215,595)
                                                                                           ------------

                 Total stockholders' equity                                                   1,815,788
                                                                                           ------------

                                                                                             11,780,030
                                                                                           ------------
</TABLE>

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


                                       1
<PAGE>

                               PRACTICEXPERT, INC.
                             STATEMENTS OF OPERATION
          For the nine and three month periods ended September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED           THREE MONTHS ENDED
                                                               SEPTEMBER 30,                SEPTEMBER 30,
                                                   -----------------------------   ------------------------------
                                                     2005 Restated                  2005 Restated
                                                       (Note 18)          2004         (Note 18         2004
                                                   -----------------------------   ------------------------------
<S>                                                <C>             <C>             <C>             <C>
Net revenues                                       $  15,306,107   $   7,375,558   $   4,598,432   $   3,754,149

Operating expenses                                    20,882,537       9,399,580       7,770,494       4,801,947
                                                   -------------   -------------   -------------   -------------

Loss from operations                                  (5,576,430)     (2,024,022)     (3,172,062)     (1,047,798)

Non-operating Income (expense):
     Gain on settlement of debts                          39,196          70,988              --          85,488
     Loss on disposal of asset                                --          (1,706)             --              --
     Legal settlement                                    (12,000)        (75,750)        (12,000)             --
     Interest income                                       1,672             321             (99)            130
     Interest expense                                   (369,080)       (206,555)       (242,259)        (46,987)
                                                   -------------   -------------   -------------   -------------

             Total non-operating income (expense)       (340,213)       (212,702)       (254,358)         38,631
                                                   -------------   -------------   -------------   -------------

Loss before income tax                                (5,916,643)     (2,236,724)     (3,426,420)     (1,009,167)

Income taxes                                               1,502           6,400           3,017              --
                                                   -------------   -------------   -------------   -------------

Loss before extraordinary items                       (5,918,145)     (2,243,124)     (3,429,437)     (1,009,167)

Extraordinary items
     Loss from operations to be disposed, net                 --         (54,327)             --         (13,288)
     Gain on conversion of note                          600,000              --              --              --
                                                   -------------   -------------   -------------   -------------

Net loss                                              (5,318,145)     (2,297,451)     (3,429,437)     (1,022,455)

Dividend requirement for preferred stock                      --         (63,740)             --            (618)
                                                   -------------   -------------   -------------   -------------

Net loss applicable to common shareholder            ($5,318,145)    ($2,361,191)    ($3,429,437)    ($1,023,073)
                                                   =============   =============   =============   =============
Basic  & diluted weighted average number of
    common stock outstanding                         129,691,036      69,294,002     139,395,571     112,072,024
                                                   =============   =============   =============   =============

Basic net loss per share                                   (0.04)          (0.03)          (0.02)          (0.01)
                                                   =============   =============   =============   =============

Fully diluted  net loss per share                          (0.04)          (0.03)          (0.02)          (0.01)
                                                   =============   =============   =============   =============
</TABLE>


                                       2
<PAGE>

                               PRACTICEXPERT, INC.
                            STATEMENTS OF CASH FLOWS
                  For the nine month period ended June 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              2005 Restated
                                                                                 (Note 18)         2004
                                                                              -----------------------------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                  ($5,318,145)    ($2,361,191)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
         Impairment of intangible assets                                           683,054              --
         Depreciation and amortization                                           2,529,885       1,190,377
         Loss on disposal of asset                                                   1,706
         Gain on settlement of debts and conversions of note                      (639,196)        (70,988)
         Shares, options and warrants  issued for services and compensation        442,446         632,033
         Shares to be issued for service                                           207,040              --
         Shares to be issued for interest                                           46,204              --
         Shares and warrants  issued for interest                                   91,311          17,335
         (Increase) decrease in current assets
              Accounts receivable                                                 (854,379)       (315,690)
              Accounts receivable - management services                                 --        (646,481)
              Inventory                                                           (162,564)             --
              Prepaid expenses                                                     (62,981)         19,812
              Other current assets                                                  97,886         (32,095)
         Increase (decrease) in current liabilities:
              Accounts payable and accrued expense                                 674,853       1,104,230
              Other current liabilities                                            642,428              --
              Trust account                                                        156,742              --
              Deferred revenue                                                    (337,042)             --
              Dividends payable                                                         --              --
         Decrease in other assets-deposit                                            2,219          (3,563)
                                                                               -----------     -----------
     Total Adjustments                                                           3,310,865       2,103,716
                                                                               -----------     -----------
                 Net cash used in operating activities                          (2,007,280)       (257,475)
                                                                               -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Cash received at acquisition of subsidiaries                               20,023              --
         Cash paid in acquisition of subsidiaries                                 (362,187)     (4,250,000)
         Development of software                                                  (164,243)             --
         Goodwill reduction for reimbursement of expenses                          796,000              --
         Proceeds from disposal of fixed asset                                       1,500              --
         Purchase of property & equipment                                         (108,292)       (139,431)
                                                                               -----------     -----------
                 Net cash provided by (used in) investing activities               345,544      (4,552,174)
                                                                               -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments on loans from related parties                                   (255,513)             --
         Payments of notes payable                                              (1,185,185)             --
         Proceeds from loan from related parties                                        --          94,269
         Proceeds of notes payable                                               1,728,730              --
         Proceeds from subscription                                                126,978              --
         Cash received from shares to be issued                                     11,269          35,000
         Cash received from issuance of shares                                          --       5,867,153
                                                                               -----------     -----------
                 Net cash provided by  financing activities                      1,484,486       4,938,215
                                                                               -----------     -----------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                (177,250)        128,566

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                         381,403          71,017
                                                                               -----------     -----------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                        $   204,153     $   199,583
                                                                               ===========     ===========
</TABLE>

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


                                       3
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Practice Xpert Services Corp. ("PXSC") was incorporated on August 11, 2001 in
the State of California, under the name Care Delivery Services Corporation. On
October 22, 2001, the PXSC filed an amendment to its articles of incorporation
to change its name to Practice Xpert Services Corp.

On April 11, 2003, PXSC entered into a stock purchase agreement with Thaon
Communications, Inc., a publicly traded Nevada corporation, originally
incorporated on July 13, 1984. Pursuant to this agreement, Thaon purchased 92%
of the outstanding shares of capital stock of PXSC. The shareholders of PXSC
received 7,670,596 shares of Thaon's common stock and 1,845,000 shares of
Thaon's Series C Preferred Stock, constituting 72.75% of its voting securities.
As a condition thereto, Thaon's existing officers resigned and the board of
directors appointed the executive officers of PXSC to serve as the executive
management team.

On September 30, 2003, PracticeXpert purchased the remaining eight percent (8%)
of the issued and outstanding shares of capital stock of PXSC by issuing 472,860
shares of common stock and 111,736 shares of Series C Preferred Stock to the
shareholders of PXSC. As a result thereof, PracticeXpert owns all of the issued
and outstanding shares of PXSC.

According to the terms of the share exchange agreement, control of the combined
companies (the "Company") passed to the former shareholders of PXSC. This type
of share exchange has been treated as a capital transaction accompanied by
recapitalization of PXSC in substance, rather than a business combination, and
is deemed a "reverse acquisition" for accounting purposes since the former
owners of PXSC controlled a majority of the total Thaon common shares
outstanding immediately following the acquisition. No pro forma financial
statements have been presented as Thaon had no significant assets or operations
prior to the acquisition.

On July 21, 2003 Thaon filed an amendment to its articles of incorporation and
changed its name to PracticeXpert, Inc. ("PracticeXpert").

PracticeXpert, a healthcare services and technology company, is in the business
of developing and deploying systems, technologies, and services designed to
improve operational efficiencies, reduce billing errors, and enhance cash flow
for, medical practitioners. The products and services include revenue cycle
services, business management services, transcription services, consulting,
seminars, practice management software, and electronic heath records software
all marketed under the brand name "Xpert." Where applicable, PracticeXpert
bundles its technology applications with its billing and other practice
management services to provide a complete and integrated solution to its
physician customers.

PracticeXpert delivers its products and services to its customers through the
following subsidiaries, of which Practice Xpert, through its 100% ownership of
PXSC, owns 100% of the issued and outstanding shares of:

PracticeXpert of California, Inc., a California corporation, formerly known as
Healthcare Administrative Management Corp., incorporated on July 29, 1997.

PracticeXpert of Idaho, Inc., an Idaho corporation, formerly known as K.R.
Johnson and Associates incorporated on December 22, 1995.

PracticeXpert of West Virginia, Inc., a West Virginia corporation, formerly
known as National Healthcare Management Services, incorporated on June 23, 1999.




                                       4
<PAGE>

PracticeXpert of Oklahoma, Inc, an Oklahoma corporation, formed for the purpose
of acquiring Cancer Care Network, incorporated on March 31, 2004.

PracticeXpert of Texas, Inc, a Texas corporation, formed for the purpose of
acquiring 100% of Singer MedScript's asset, incorporated on November 7, 2003.

Physician Informatics, Inc., a New Jersey corporation, known as PracticeOne,
incorporated on February 2, 1999. (Note 7)

t 0 0 Transcriptions Plus, Inc. a California corporation, incorporated on
January 26, 1998. (Note 7)

On July 31, 2003, PracticeXpert entered into a purchase agreement to acquire
100% of Healthcare Billing Solutions, Inc. (HBS), a Montana corporation. The
Company made the decision to dispose of Healthcare Billing Solutions, Inc.,
effective September 1, 2004.

RECLASSIFICATION

For comparative purposes, prior period's consolidated financial statements have
been reclassified to conform to report classifications of the current period.

Basis of presentation

The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
audited consolidated financial statements for the year ended December 31, 2004
were filed on April 14, 2005 with the Securities and Exchange Commission and is
hereby referenced. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
nine and three month periods ended September 30, 2005 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2005.

SEGMENT REPORTING

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
Currently, SFAS 131 has no effect on the Company's consolidated financial
statements as substantially all of the Company's operations are conducted in one
industry segment.

Following is a summary of segment information by geographic unit for the period
ended September 30, 2005:




                                       5
<PAGE>

<TABLE>
<CAPTION>
                                  CA            ID         TX           OK          WV           NJ
<S>                               <C>        <C>          <C>         <C>          <C>        <C>
Sales                             833,324    2,832,156    781,765     7,021,903    289,234    3,547,727
Operating income (loss)        (2,290,830)    (456,611)   (18,216)      643,283    (28,464)    (434,932)
Total assets                      162,875      433,479    432,933     2,447,283     37,886      549,279
Capital Expenditure                              4,929      1,183        28,617      3,000       42,854
Depreciation and amortization       2,570       34,796      6,199        72,005     15,285       91,424


                               Montana    Unallocated     Total
Sales                                                   15,306,109
Operating income (loss)                   (2,810,527)   (5,396,297)
Total assets                              10,596,432    14,660,167
Capital Expenditure                                         80,583
Depreciation and amortization              2,307,606     2,529,885
</TABLE>



Following is a summary of segment information by geographic unit for the period
ended September 30, 2004:

<TABLE>
<CAPTION>

                                                                                                                           Total
<S>                               <C>        <C>          <C>         <C>          <C>           <C>        <C>           <C>
Sales                             865,645    1,724,387    464,390     3,967,105    293,968       60,063                   7,375,558
Operating income (loss)        (1,431,729)     182,623    (66,970)      388,519    (55,427)     (50,554)     (990,484)   (2,024,022)
Total assets                      654,493      375,549    409,743     1,375,207     99,640        4,464     5,841,408     8,760,504
Capital Expenditure               137,980        9,345                   27,661     14,279                                  189,265
Depreciation and amortization      73,732       40,995     31,667        34,140     19,359            0       990,484     1,190,377
</TABLE>



PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the accounts of PracticeXpert,
Inc., (legal acquirer, the "Parent"), and its 100% owned subsidiary, Practice
Xpert Services Corporation and its subsidiaries, PracticeXpert of California,
Inc., PracticeXpert of Idaho, Inc. PracticeXpert of West Virginia, Inc.,
PracticeXpert of Oklahoma, Inc., PracticeXpert of Texas, Inc., Physician
Informatics, Inc. and its dormant subsidiaries, and Transcriptions Plus, Inc.
All significant inter-company accounts and transactions have been eliminated in
consolidation.

RECENT PRONOUNCEMENTS

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in the Company's first quarter of fiscal 2006.
The Company believes that the adoption of this standard will have no material
impact on its financial statements.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. Opinion 20 previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement defines retrospective application as the application of a
different accounting principle to prior accounting periods as if that principle
had always been used or as the adjustment of previously issued financial
statements to reflect a change in the reporting entity. This Statement also
redefines restatement as the revising of previously issued financial statements
to reflect the correction of an error. The adoption of SFAS 154 did not impact
the consolidated financial statements.




                                       6
<PAGE>

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the
Amortization Period for Leasehold Improvements ("EITF 05-6") EITF 05-6 provides
guidance on determining the amortization period for leasehold improvements
acquired in a business combination or acquired subsequent to lease inception.
The guidance in EITF 05-6 will be applied prospectively and is effective for
periods beginning after June 29, 2005. EITF 05-6 is not expected to have a
material effect on its consolidated financial position or results of operations.

NOTE 2 - INTANGIBLE ASSETS

Intangible assets consist of Software, Goodwill and Client lists. The Company
evaluates intangible assets and other long-lived assets for impairment, at least
on an annual basis and whenever events or changes in circumstances indicate that
the carrying value may not be recoverable from its estimated future cash flows,
or where the cost of determining value makes valuation impracticable.
Recoverability of intangible assets and other long-lived assets is measured by
comparing their net book value to the related projected undiscounted cash flows
from these assets, considering a number of factors including past operating
results, budgets, economic projections, market trends, and product development
cycles. If the net book value of the asset exceeds the related undiscounted cash
flows, the asset is considered impaired, and a second test is performed to
measure the amount of impairment loss.

The Company reviews and accounts for the impairment of goodwill in accordance
with SFAS No. 142. Goodwill that has an indefinite life is not amortized, but
instead is tested for impairment at least annually by comparing the carrying
value of the reporting unit to its estimated fair value. The Company bases its
estimates of fair value on projected future cash flows. If the carrying value of
the reporting unit is greater than the estimated fair value of the reporting
unit, an impairment loss is recognized, which is calculated as the difference
between the implied fair value of the reporting unit goodwill and the carrying
amount of goodwill.

SOFTWARE:

The Company capitalizes the cost of software and software licenses acquired from
third party providers or acquired through acquisition. (Note 7) The costs of
acquired software are amortized over three years. The Company makes on-going
evaluations of the recoverability of its capitalized software by comparing the
amount capitalized for each product to the estimated net realizable value of the
product. If such evaluations indicate that the unamortized software costs exceed
the net realizable value, the Company writes off the amount by which the
unamortized software costs exceed net realizable value. The amortization amounts
for the nine and three month periods ended September 30, 2005 was $300,000 and
$100,000, respectively, which compares to $83,735 and $26,386 for the same time
periods in 2004.

The Company may from time to time capitalize certain computer software
development costs in accordance with SFAS No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed." Costs incurred
internally to create a computer software product or to develop an enhancement to
an existing product are charged to expense when incurred as research and
development expense until technological feasibility for the respective product
is established. Thereafter, all software development costs are capitalized and
reported at the lower of unamortized cost or net realizable value.
Capitalization ceases when the product or enhancement is available for general
release to customers. Currently the Company's internally generated products are
all available for general release to its customers, and there all ongoing
maintenance and development related to those products is expensed. For the nine
and three month periods ended September 30, 2005, the Company capitalized no
internal and external costs incurred to develop internal-use computer software.
The amortization amounts for the nine and three month periods ended September
30, 2005 was $300,000 and $100,000, respectively. which compares to $83,735 and
$26,386 for the same time periods in 2004.




                                       7
<PAGE>

Client lists:

The Company has client lists acquired through purchase of subsidiaries recorded
at the carrying value of $1,730,630 and $6,109,741 as of September 30, 2005 and
2004, respectively. These client lists are amortized over one to nine years. The
Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with SFAS 144. The Company records impairment loss
if the Company determines that the undiscounted cash flows estimated to be
generated by the client lists are less than the carrying amount, The impairment
expense for the nine and three month periods ended September 30, 2005 was
$683,054 and $348,162 respectively. The amortization expense for the nine and
three month periods ended September 30, 2005 was $2 007,606and $653,973
respectively, which compares to $798,208 and $332,511 for the same time periods
in 2004

The estimated aggregated amortization expenses for each of the five succeeding
years are as follows:

                           Year            Amortization ($)
                           ----            ----------------

                           2006               733,695
                           2007               733,695
                           2008               676,978
                           2009               403,060
                           2010                88,189
                    Yearly thereafter          38,476

Goodwill:

The Company has recorded goodwill through purchase of subsidiaries valued at
$2,526,630 (Note 7) and $796,000 was offset by the cash receivable from the
shareholders of P1 (Cayman) Limited based on the purchase agreement. (Note 7)

NOTE 3 - COMMON STOCK

Issuance of shares for service

The Company records an expense when it issues equity instruments to acquire
goods and services. Restricted Stock issued for services is valued at the
average fair market value of an equivalent amount of free trading shares of the
Company as quoted on OTCBB on the date of issuance.

During the first quarter of 2005 the Company issued 12,473,890 shares of
restricted common stock valued at $1,625,000 as part of the purchase
consideration for the acquisition of Physician Informatics, Inc. (Note 7).
During the second quarter of 2005 the Company issued 1,630,440 shares of
restricted common stock valued at $165,284 as part of services rendered to the
Company and 222,017 shares of restricted common stock valued at $66,605 as part
of sale of stock to investors. During the third quarter of 2005 the Company
issued 504,234 shares of restricted common stock valued at $40,339 as part of
services rendered to the Company, 536,926 shares of restricted common stock
valued at $48,016 as part of interest paid on the 8% credit line, and 10,000,000
shares of restricted common stock valued at $700,000 as part of the note that
was converted to stock.

NOTE 4 - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

The Company paid $0 for income tax and $220,065 for interest during the nine
month period September 30, 2005. The Company paid $1,600 for income tax and
$181,650 for interest during the nine month period ended September 30, 2004.




                                       8
<PAGE>

The cash flow statements do not include following non-cash investing and
financing activities:

During the first quarter of 2005 the Company issued 12,473,890 shares of
restricted common stock valued at $1,625,000 as part of the purchase
consideration for the acquisition of Physician Informatics, Inc.

During the second quarter of 2005 the Company issued 1,630,440 shares of
restricted common stock valued at $165,284 as part of services rendered to the
Company and 222,017 shares of restricted common stock valued at $66,605 as part
of sale of stock to investors. During the third quarter of 2005 the Company
issued 504,234 shares of restricted common stock valued at $40,339 as part of
services rendered to the Company, 536,926 shares of restricted common stock
valued at $48,016 as part of interest paid on the 8% credit line, and 10,000,000
shares of restricted common stock valued at $700,000 as part of the note that
was converted to stock.

NOTE 5 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per share for the nine and three months
ended September 30, 2005 and 2004 were determined by dividing the net income
(loss) for the periods by the weighted average number of both basic and diluted
shares of common stock outstanding. All convertible preferred stock are regarded
as common stock equivalents and are considered in the diluted net loss per share
calculations.

Weighted average number of shares used to compute basic and diluted income
(loss) per share is the same for the period ended September 30, 2005 and 2004
since the effect of the assumed conversion of options and warrants to purchase
common shares would have an anti-dilutive effect.

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has an accumulated deficit of
$14,335,465 as of September 30, 2005 including the current period loss of
$2,438,012. The continuing losses have adversely affected the liquidity of the
Company. The Company faces continuing significant business risks including, but
not limited to, its ability to maintain vendor and supplier relationships by
making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which in turn is
dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. Management devoted considerable effort
during the period ended September 30, 2005, towards (i) obtaining debt financing
(ii) controlling of salaries and general and administrative expenses, and (iii)
management of accounts payable.




                                       9
<PAGE>

NOTE 7 - ACQUISITION

On January 10, 2005, PracticeXpert, Inc. completed its acquisition of
Transcriptions Plus, inc. a transcription company located in Palm Springs,
California. The purchase price consisted of a cash payment of $300,000 at the
closing and the issuance of a promissory note for $100,000 which bears interest
of seven percent (7%) per annum and payable in 3 years. The note will be payable
in equal quarterly installments with the first payment due 90 days from the
closing date. As a result of this acquisition, the Company expects that
Transcriptions Plus, Inc. will add additional transcription revenues and it will
provide opportunities to sell medical billing services. A summary of the
Transcriptions Plus, Inc. assets acquired, liabilities assumed and consideration
for is as follows:


                                                         Allocated
                                                           Amount

                Current assets                          $   6,820
                    Fixed assets                           11,029
                    Current liabilities                  (107,822)
                    Client lists
                                                          286,889
                    Goodwill                              233,084
                                                        $ 430,000

              Consideration paid                           Amount

              Cash                                      $ 300,000
              7% Note payable - payable in 2008           100,000
              Cost for acquisition                         30,000
                                                        ---------
                                                        $ 430,000



On January 3, 2005, the Company completed its acquisition of Physicians
Informatics, Inc., a Virginia corporation, t/a PracticeOne ("PracticeOne").
PracticeOne maintains offices in Calabasas, California, Somerset, New Jersey,
and Richland, Washington. PracticeOne provides HIPAA compliant integrated
software and service solutions that address core practice management, clinical
management and claims management for physicians. The acquisition was consummated
by the Company and Practice Xpert Services Corp., a wholly-owned subsidiary of
the Company, which entered into the Agreement of Purchase and Sale of Stock (the
"Purchase Agreement") dated as of December 20, 2004, with PracticeOne and PI
(Cayman) Limited, to acquire the capital stock of PracticeOne, for a purchase
price of 12,500,000 shares of common stock, par value $.001 per share (the
"Common Stock"), which has been allocated among the shareholders of PracticeOne
in accordance with their respective ownership interests.

As a result of this acquisition, the Company expects that PracticeOne will
enhance the Company's ability to better serve the medical community with
combined technology with service. A summary of the PracticeOne assets acquired,
liabilities assumed and consideration for is as follows:




                                       10
<PAGE>

                                                         Allocated
                                                          Amount

               Current assets                         $   297,605
                   Fixed assets                           213,529
                   Other
                   assets                                  48,641
                   Current liabilities                 (3,596,133)
                   LT liabilities                      (4,000,000)
                   Client lists                         2,500,000
                   Goodwill                             4,993,545
                   Software
                                                        1,200,000
                                                      $ 1,657,187

             Consideration paid                            Amount

             Common stock - 12,500,000 shares           1,625,000
             Cost for acquisition
                                                           32,187
                                                      $ 1,657,187

As additional consideration, the Company agreed to issue Company's Common Stock
to the shareholders of P1 (Cayman) Limited equal in dollar value to two times
the projected annual cash flow from operations for each of the three consecutive
calendar years starting 2005. These shares will be issued annually and will be
priced at the average closing price of the Company for the 365 days preceding
issuance.

Per the purchase agreement, the shareholders of P1 (Cayman) Limited are to
provide funds in cash to cover Physician Informatics, Inc.'s operation deficit
for the six months of operations following the closing date. The Company
received $796,000 from the shareholders of P1 (Cayman) which offset the
Goodwill.

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


Accounts payable                                                      $3,112,960
Accrued expenses                                                         350,563
Accrued payroll and benefits                                             757,866
Accrued taxes                                                              8,029
                                                                      $4,229,418

NOTE 9 - NOTES PAYABLE, RELATED PARTIES

Notes payable to related parties consist of the following:



Notes payable- Shareholder, interest free, due on demand               $  63,789
-------------------------------------------------------------------- -----------
Notes payable-  shareholder bearing interest at 8%, due on Feb. 17,
2007, unsecured                                                           79,343
                                                                     -----------
-------------------------------------------------------------------- -----------
Total                                                                    143,132
-------------------------------------------------------------------- -----------
Less: non-current portion                                                 23,040
                                                                     -----------
-------------------------------------------------------------------- -----------
Current portion                                                        $ 120,092
                                                                       =========
-------------------------------------------------------------------- -----------


                                       11
<PAGE>

NOTE 10 -NOTES PAYABLE


Note payable- interest rate 6.5%, due on Feb. 25, 2005                $   93,910
Line of credit- interest rate LIBOR plus .625%                         4,000,000
Note payable-interest rate 7%                                            100,000
Line of credit, expires May 31, 2008                                     311,783
Total                                                                  4,505,694
Less: non-current portion                                                100,000
Less: unamortized discount                                               133,810
Current portion                                                       $4,271,883



NOTE 11 - CONVERTIBLE NOTE PAYABLE AND EXTRAORDINARY GAIN

Upon purchase of a subsidiary, the Company assumed the subsidiary's majority
shareholders' advances and loans amounting $4,000,000, bearing no interest and
carrying five year term. This note is convertible to the Company's common stock
at a conversion price at $.40 per share at any time at the option of the Company
and at anytime on or following the 181st calendar day after the closing date at
the option of majority shareholder. The Company elected to convert this note to
common stock at June 30, 2005. The effect of the transaction increased shares to
be issued by $700,000 resulting in a gain on the conversion of note of
$3,300,000; the gain has been recorded as an extraordinary gain. On August 5,
2005, the Company issued 10,000,000 shares of restricted commons stock which
increased common stock by $10,000 and paid in capital by $690,000, resulting in
a $700,000 decrease in shares to be issued.

NOTE 12 -DEFERRED REVENUE

The Company has a balance of $372,256 of deferred revenue from a subsidiary
acquired in the quarter ended March 31, 2005. The Company recognizes revenue
when (i) persuasive evidence of an arrangement exists, (ii) delivery of the
product or service has occurred, (iii) sales price is fixed or determinable and
(iv) collectibility is reasonably assured. If vendor specific evidence of fair
value exists for elements of contract, the Company recognizes the revenue for
delivered elements and defers revenue for undelivered elements.

NOTE 13 -OTHE CURRNT LIABILITIES

Other current liabilities consist of the following:



Advances from shareholders                                              $178,712
Credit cards                                                              74,012
                                                                        --------
                                                                        $252,724



The advances from shareholders are due on demand, unsecured and interest free.

NOTE 14 - COMMITMENTS

The Company has office lease agreements that last up to 5 years. Future
commitments under operating leases are as follows for the twelve months ending
September 30:




                                       12
<PAGE>

      2006                                 $   828,752
      2007                                     579,250
      2008                                     411,671
      2009                                     391,324
      2010                                     136,515
                                            ----------
Total minimum lease payments                $2,347,511
                                            ==========



The rent expense was $632,960 and $216,207 for the nine and three month periods
ended September 30, 2005, respectively, which compared to $234,798 and $101,128
for the same time periods in 2004.

NOTE 15 - INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss. Through September 30, 2005, the Company incurred net
operating losses for tax purposes of $6,988,000, approximately. The net
operating loss carry forwards may be used to reduce taxable income through the
year 2025. The availability of the Company's net operating loss carryforwards
are subject to limitation if there is a 50% or more positive change in the
ownership of the Company's stock. The provision for income taxes consists of the
state minimum tax imposed on corporations.

Temporary differences which give raise to deferred tax assets and liabilities at
September 30, 2005 consist mainly of net operating loss carryforward. The gross
deferred tax asset balance as of September 30, 2005 was approximately
$2,648,000. A 100% valuation allowance has been recorded for the deferred tax
assets due to the uncertainty of its realization.

The following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Consolidated
Statements of Operations for the nine months ended:




                                                  September 30,  September 30,
                                                      2005          2004
                                                  ------------ ------------

Tax expense (credit) at statutory rate-federal             (34)%      (34)%
State tax  expense net  of  federal  tax                    (6)        (6)
Changes in valuation allowance                              40         40
                                                  ------------ ------------
Tax expense at actual rate                                  --         --
                                                  ============ ============



NOTE 16 - RESTRICTED CASH

Cash includes $ 156,742 of cash held in a separate bank account on behalf of the
physicians. This amount represents cash collected by the Company on behalf of
the physicians and is reflected as trust account in the balance sheet.

NOTE 17 - PROPERTY AND EQUIPMENT

Property and equipment comprised of following on September 30, 2005:



    Furniture & Fixtures                                 $   758,619
    Office Equipment                                         145,649
    Computer Equipment                                       623,970
    Leasehold Improvement                                     15,789
Software                                                     544,011

                                                           2,088,038

    Less Accumulated Depreciation & Amortization          (1,553,928)
                                                         -----------

                                                         $   534,110
                                                         ===========


                                       13
<PAGE>

NOTE 18 - RESTATEMENT OF QUARTERLY FINANCIAL STATEMENTS

In April 2006, the Company determined that it would need to revise its filings
on Form 10-QSB for each of the three month periods ended March 31, 2005, June
30, 2005 and September 30, 2005 in order to restate the value of its customer
lists acquired from Cancer Care Network, Inc. ("CCN") and PracticeOne, and
record additional impairment losses for the three month period ended December
31, 2005. The Company will also restate its consolidated financial statements
for the above-indicated periods to reduce the carrying value of the promissory
note (the "Note") in the principal amount of $4,000,000 with PracticeOne, as
debtor, and PI (Cayman) Limited, as lender, and record such Note at its fair
value equal to the value of the common stock that would be issued upon its
conversion. Accordingly, the carrying value of the Note will be reduced to the
amount of $1,300,000, which is determined by multiplying (x) the $0.13 closing
market price of the Company's common stock on January 3, 2005, the date the Note
was issued in connection with the consummation of the PracticeOne acquisition,
by (y) the 10,000,000 shares of common stock convertible under the Note.
Accordingly, goodwill related to the PracticeOne acquisition shall be reduced by
the amount of $2,700,000. Furthermore, the gain related to the conversion of the
Note on June 30, 2005 shall be reduced to the amount of $600,000, which is the
difference between (x) the revised $1,300,000 carrying value of the Note and (y)
the $700,000 market value, or $.07 per share, for the 10,000,000 shares of
common stock issued on June 30, 2005, the date of conversion.

The restated value of the CCN customer lists, including the impairment losses
for each of the three month periods ended March 31, 2005 and June 30, 2005 are
as follows:

                                       March 31            June 30
Customer lists, net                  $3,139,958          $2,386,851
 Impairment losses                    $(25033)            $(293,707)

* The amount of impairment losses related to the CCN customer lists is being
restated from the amount previously reported in the Company's consolidated
financial statements included in its Form 10-QSB for the period ended June 30,
2005, and includes additional losses in the amount of $185,974.

The restated value of the PracticeOne customer lists, including the impairment
losses for each of the three month periods ended March 31, 2005 and June 30,
2005 are as follows:


                                       March 31            June 30
Customer lists, net                  $1,532,157          $1,442,230






                                       14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

PracticeXpert, Inc., a Nevada corporation (the "Company", "us", "we" and "our"),
is a healthcare services and technology company, that is in the business of
providing "turn-key" administrative services to our clients, as well as
developing and deploying systems, technologies and services designed to improve
operational efficiencies, reduce billing errors and enhance cash flow for
medical practitioners. We bundle our technology applications with our billing
and other practice management services to provide an integrated solution to our
clients. As we grow both organically and through acquisitions, we are working to
become a simpler and more integrated company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is provided in Note 1 to our
financial statements included in our 2004 Form 10-KSB. The preparation of
financial statements in conformity with generally accepted accounting principles
requires us 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. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. Estimated amounts may differ under different
assumptions or conditions, and actual results could differ from the estimates.
There are many critical accounting policies discussed in the notes to our
financial statements including the following critical accounting policy that
affects the judgments and estimates used in the preparation of our financial
statements. Actual results will differ from those estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recent accounting pronouncements that affect the Company in the
recent quarter.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2005 Compared to Three Months Ended September
30, 2004

Net revenue was $4,598,432 for the three months ended September 30, 2005
compared to net revenue of $3,754,149 for the three months ended September 30,
2004. Revenues in the 2005 period were greater primarily as a result of new
business, the acquisition of PracticeOne in January, 2005, and as a result of an
agreement to manage a cancer treatment center in Yakima, Washington (the "Yakima
facility").

Our operating expenses for the three months ended September 30, 2005 were
$7,770,494 compared to $4,801,947 for the three months ended September 30, 2004.
Operating expenses increased due to servicing new businesses, the added costs
from the operations of recently acquired businesses and the Yakima facility,
costs associated with the amortization of acquired client lists and software,
and sales and marketing initiatives. Drugs purchased, but not used during the
period amounted to $162,564, and are included as an asset in inventory. Drugs
used during the period amounted to $1,213,347, and are included among our
operating expenses.

During the second quarter of 2004, we began to report revenue and operating
expenses in two distinct revenue classifications, "Medical billing and related
services" and "Management services". For 2005 and subsequent periods, we have
discontinued using these reporting classifications. For financial statement
purposes, we do segment revenues and certain other information by geographic
region. See "Notes to Unaudited Consolidated Financial Statements".

We had a net loss of $3,429,437, or a basic and fully diluted net loss per
common share of $0.02, for the three months ended September 30, 2005 compared to
a net loss of $1,023,073, or a basic and fully diluted net loss per common share
of $0.01, for the three months ended September 30, 2004. The net loss for the
current three month period includes expenses of $1,173,041 in depreciation,
amortization and the write-down in value of intangible assets to estimated
realizable value, primarily related to acquired client lists and acquired
software.




                                       15
<PAGE>

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30,
2004

Net revenue was $15,306,107 for the nine months ended September 30, 2005
compared to net revenue of $7,375,558 for the nine months ended September 30,
2004. Revenues in the 2005 period were greater primarily as a result of new
business, the acquisition of PracticeOne in January, 2005, and the management
services agreement for the Yakima facility.

Our operating expenses for the nine months ended September 30, 2005 were
$20,882,537 compared to $9,399,580 for the nine months ended September 30, 2004.
Operating expenses increased due to servicing new businesses, the added costs
from the operations of recently acquired businesses and the Yakima facility,
costs associated with the amortization of acquired client lists and software,
and sales and marketing initiatives. Drugs purchased, but not used during the
period amounted to $162,564, and are included as an asset in inventory. Drugs
used during the period amounted to $3,633,046, and included among our operating
expenses.

We had a net loss of $5,318,145, or a basic and fully diluted loss per common
share of $0.04, for the nine months ended September 30, 2005 compared to a net
loss of $2,361,191, or a basic and fully diluted net loss per common share of
$0.03, for the nine months ended September 30, 2004. The net loss for the
current nine month period includes expenses of $3,032,806 in depreciation,
amortization and the write-down in value of intangible assets to estimated
realizable value, primarily related to acquired client lists and acquired
software. In addition, the operating expenses include $796,000 of operating
expenses of PracticeOne, which were reimbursed to us and have been recorded as a
reduction in goodwill in the acquisition of PracticeOne. We also recognized a
one-time gain of $600,000 on the conversion of a promissory note. We also
obtained during the nine month period $442,446 in consulting, advisory and other
services through the issuance of shares and warrants or options to purchase
shares of our common stock. Further, we issued shares, or have shares to be
issued, and we issued warrants or options to purchase shares of our common
stock. valued at $137,515 as interest payments.

SUBSEQUENT EVENTS

Due to our continuing losses from operations, we are in the process of reducing
our operating expenses, consolidating operations and facilities, terminating
unprofitable service contracts and implementing other cost saving measures. We
are also deploying our own practice management software throughout our
facilities, which we believe will allow us to replace more expensive software
from providers.

From inception of March 11, 2005 to September 30, 2005, we managed a medical
facility, which resulted in losses to the Company of $585,705, including
write-offs of uncollectible amounts relating to this contract of $227,262. On
October 23, 2005, the Company terminated the Yakima facility management services
agreement effective November 23, 2005.

At September 30, 2005, our trade accounts payable was $4,229,418, compared to
$3,352,089 at June 30, 2005. The increase was primarily the result of not
generating sufficient cash from operations to pay our suppliers on a timely
basis. A substantial portion of our trade creditors' invoices are significantly
past due. Our largest trade creditor, Oncology Therapeutics Network ("OTN"), was
owed $1,705,924 as of September 30, 2005 in connection with the supply of drugs
for the treatment centers that we operate on behalf of our physician clients.
OTN has agreed to continue to supply drugs to our treatment centers on a cash on
delivery basis during this period. We are attempting to arrange mutually
acceptable payment terms with OTN for the amounts owed and reestablish credit
terms.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash from ongoing operations and borrowings
from lenders. We have incurred significant losses to date, which we have
financed primarily through the sale of equity securities and borrowings.

At September 30, 2005, our total assets were $11,780,030, compared to
$17,104,609 at June 30, 2005. The decrease was primarily the result of
amortization and write-down to fair value of our intangible assets in the amount
of $1,472,609 and a reduction in accounts receivable in the amount of $1,010,235
during the period. Our current assets at September 30, 2005 totaled $3,248,651
and our current liabilities were $9,841,202, compared to current assets of
$4,364,641 and current liabilities of $9,188,550 at June 30, 2004. The working
capital deficit at September 30, 2005 was $6,592,551, compared to a working
capital deficit at June 30, 2005 of $4,823,909. As of September 30, 2005, we had
$204,153 in cash and cash equivalents.

Of the current liabilities at September 30, 2005, $15,306 relates to dividends
payable on Preferred Stock, which may be paid in shares of common stock at the
Company's option, $422,781 relates to advances from investors for common stock
not yet issued, $372,256 relates to deferred revenue on software sales,
$4,000,000 is outstanding on the Citibank, N.A. demand loan, and approximately
$223,223 is outstanding on our Meridian Commercial Healthcare Finance line of
credit.

During the nine months ended September 30, 2005, we used $2,747,123 in capital
to fund operations, we received $1,473,217 in advances on notes payable, net of
principal payments made, purchased equipment for operations totaling $108,292,
and used $342,164 for acquisitions, net of cash received with acquisitions.
During the nine month period, we were able to obtain services (including
interest) valued at $533,757 through the issuance of shares of our common stock
and warrants and options to purchase common stock.

On June 16, 2005, we consummated a $1,000,000 asset-based financing revolving
credit facility (the "Loan") for a term of three years with Meridian Commercial
Healthcare Finance, LLC ("Meridian"). Amounts available under the Loan are
limited to approximately eighty percent (80%) of qualified accounts receivable,
and subject to further reserves, as determined from time to time by Meridian,
which will be less than the balance of accounts receivable as reflected on our
Consolidated Balance Sheet. The Loan balance at June 30, 2005 and September 30,
2005 was $189,127 and $223,223, respectively. The purchase fee percent is
calculated at 0.033% per day. The Company is out of compliance with its
financial covenants under the Loan. The Company has requested a waiver of
default. If the waiver is not granted, the penalty for the default is an
increase in the purchase fee percentage to 0.05% per day and Meridian has the
right to demand immediate repayment of the Loan, which could substantially and
materially adverse affect our business and operations and our ability to
continue as a going concern.

                                       16
<PAGE>

One of our subsidiaries has a demand loan in the approximate amount of $4.0
million with Citibank, N.A., bearing interest on a variable rate which was
4.315% at September 30, 2005. Citibank has the right to demand immediate
repayment of this loan, which could substantially and materially adverse affect
our business and operations and our ability to continue as a going concern.

There can be no assurance that we will be able to meet our financial obligations
in a timely manner, generate sufficient revenues or achieve a level of profits
to allow us to continue as a going concern. Even if we are able to manage our
cash from operations and indebtedness to allow for continued operation of the
Company, we have no cash reserves. Our inability to maintain sufficient cash
flows and borrowings could have a material adverse effect on our business and
operations and our ability to continue as a going concern.

Safe Harbor Cautionary Statement Regarding Outlook and Forward-Looking
Information

From time to time the Company makes, and this report contains forward looking
statements, as defined in the Private Securities Litigation Reform Act of 1995,
relating to projected revenues, earnings, growth opportunities, capital
expenditures, government regulations, working capital, executive officer
retention, labor costs, strategic plans and industry trends. All statements made
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations that are not historical in nature should be considered
forward-looking. Actual results could differ materially from these
forward-looking statements. Many factors, including changes in demand for
products and services in the health care and medical billing industries,
customer retention, changes in healthcare regulations, customer acceptance of
technological innovation and price increases, continued liquidity of our
customers (including physician customers), drug supply relationships, adverse
litigation, and economic and political conditions, could change the anticipated
results. You are accordingly cautioned not to place undue reliance on any
forward-looking statements.




                                       17
<PAGE>

While PracticeXpert's growth strategy includes possible acquisitions, the
Company cannot provide any assurance as to when, if or on what terms any
acquisitions will be made. Acquisitions involve various inherent risks, such as,
among others, our ability to integrate acquired businesses and to achieve
identified financial and operating synergies.

Additional information concerning factors that could cause actual results to
differ materially from those projected in the forward-looking statements is
contained in PracticeXpert's periodic filings with the Securities and Exchange
Commission, including its 2004 Form 10-KSB and this Form 10-QSB. The Company
assumes no duty to update forward-looking statements.

ITEM 3. CONTROLS AND PROCEDURES

Our President and Chief Financial Officer (the "Certifying Officers") are
responsible for establishing and maintaining disclosure controls and procedures
for the Company. The Certifying Officers have designed such disclosure controls
and procedures to ensure that material information is made known to them,
particularly during the period in which this report was prepared. The Certifying
Officers have evaluated the effectiveness of the Company's disclosure controls
and procedures as of the end of the period covered by this report and believe
that the Company's disclosure controls and procedures are effective based on the
required evaluation. During the period covered by this report, there were no
changes in internal controls that materially affected, or are reasonable likely
to materially affect, the Company's internal control over financial reporting.




                                       18
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we become involved in various lawsuits, claims and
proceedings related to the conduct of our business. While we cannot predict the
outcome of any lawsuit, claim or proceeding, our management does not believe
that the disposition of any pending matters is likely to have a material adverse
effect on our financial condition or liquidity. The resolution in any reporting
period of one or more of these matters, however, could have a material adverse
effect on the results of operations for that period.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

During the three month period ended September 30, 2005, we issued 504,234 shares
of common stock, in a private offering exempt from the registration requirements
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 4(2) thereof, in exchange for services to certain consultants, advisors
and service providers of the Company, and 60,000 shares of common stock to
members of our board of directors in exchange for their services on the board of
directors of the Company. These persons represented their intention to acquire
the Shares for investment only and not with a view to sell such shares in
connection with any distribution thereof, and an appropriate restrictive legend
was affixed to the stock certificates. Each of these persons represented to us
their status as an "accredited investor", as that term is defined in Rule 501
promulgated under the Securities Act.

On August 5, 2005, we issued 536,926 shares of our common stock to PI (Cayman)
Limited as a quarterly interest payment on a loan. The issuance of the shares of
common stock was exempt from the registration requirements under the Securities
Act, pursuant to Section 4(2) thereof. This entity represented to us its status
as an "accredited investor", as that term is defined in Rule 501 promulgated
under the Securities Act. PI (Cayman) Limited represented its intention to
acquire such shares for investment only and not with a view to sell such shares
in connection with any distribution thereof, and an appropriate restrictive
legend was affixed to the stock certificate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 1, 2005, a Written Consent of Majority Stockholders in Lieu of the
2005 Annual Meeting of Stockholders of PracticeXpert, Inc. was executed and
delivered to the Company, which approved the following corporate actions:

(1) Election of the six incumbent directors of the Company for an additional
one-year term, or until their successors are duly elected and qualified;

(2) Amendment of the Company's Articles of Incorporation to increase the
authorized number of shares of Common Stock, par value $.001 per share, from 200
million to 250 million; and

(3) Ratification of the appointment of Kabani & Company, Inc., as the Company's
independent auditors for fiscal 2005.

The Company filed a Definitive Schedule 14C Information Statement with the
Commission on November 14, 2005, which provides information covering the
foregoing matters and is hereby incorporated by reference into this report on
Form 10-QSB.

ITEM 5. OTHER INFORMATION

On November 18, 2005, we amended and restated our bylaws in their entirety. A
complete copy of our amended and restated bylaws is attached as Exhibit 3.1 to
this report on Form 10-QSB.




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<PAGE>

ITEM 6. EXHIBITS

The following Exhibits are filed herein:



Exhibits

 Exhibit  3.1               Amended and Restated Bylaws of PracticeXpert, Inc.
 Exhibit 31.1               302 Certification - Jonathan Doctor
 Exhibit 31.2               302 Certification - Michael Manahan
 Exhibit 32.1               906 Certification - Jonathan Doctor
 Exhibit 32.2               906 Certification - Michael Manahan






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<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                               PRACTICEXPERT, INC.




DATE: May 2, 2006                 By: /s/ Michael Manahan
                                      --------------------------------
                                      Michael Manahan
                                      Chief Financial Officer
                                      (Principal Financial Officer and
                                      Authorized Officer)






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<PAGE>

                               PracticeXpert Inc.,

                                Index to Exhibits

 Exhibit Number                   Description

Exhibit  3.1               Amended and Restated Bylaws of PracticeXpert, Inc.
Exhibit 31.1               302 Certification - Jonathan Doctor
Exhibit 31.2               302 Certification - Michael Manahan
Exhibit 32.1               906 Certification - Jonathan Doctor
Exhibit 32.2               906 Certification - Michael Manahan






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