SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2004
                                       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: 000-30583

                               PRACTICEXPERT, INC.
           (Name of Small Business Issuer as specific in its Charter)

                  Nevada                                         87-0622329
                  ------                                         ----------
      (State or Other Jurisdiction of                         (I.R.S. Employer
      Incorporation or Organization)                         Identification No.)

4130 Cahuenga Blvd, Suite 215, Toluca Lake, CA                     91602
----------------------------------------------                     -----
   (Address of Principal Executive Offices)                      (Zip Code)

          Issuer's telephone number, including area code: 818-655-9945

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such shorter  periods 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 [_]

As of August 15,  2004,  the number of shares of Common  Stock  outstanding  was
111,999,465.

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

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE

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

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

              Consolidated Balance Sheet as of June 30, 2004...................1

              Consolidated Statements of Operations for
              the three and six months ended June 30, 2004 and 2003............2

              Consolidated Statements of Cash Flows for
              the three and six months ended June 30, 2004 and 2003............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..............................................18

PART II - OTHER INFORMATION...................................................19

ITEM 1   LEGAL PROCEEDINGS....................................................19

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
              PROCEEDS........................................................19

ITEM 3   DEFAULTS UPON SENIOR SECURITIES......................................20

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................20

ITEM 5   OTHER INFORMATION....................................................20

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K.....................................20

SIGNATURES....................................................................21

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                 <C>
CURRENT ASSETS:
     Cash & cash equivalents                                                        $    184,267
     Prepaid expense                                                                     112,285
     Accounts receivable, net                                                            797,191
     Accounts receivable-management service                                              787,230
     Other current assets                                                                 23,517
                                                                                    ------------
            Total current assets                                                       1,904,490

PROPERTY AND EQUIPMENT, NET                                                              375,418

OTHER ASSETS
     Deposits                                                                             11,574

INTANGIBLES:
     Software, net                                                                       450,740
     Client list, net                                                                  6,667,204
                                                                                    ------------
                                                                                    $  9,409,426
                                                                                    ============

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable & accrued expenses                                            $  1,521,436
     Notes payable - related parties                                                     251,419
     Notes payable                                                                       841,327
     Advances                                                                            422,781
     Other current liability, including related party debt of $135,572                   253,163
     Dividends payable                                                                   122,688
                                                                                    ------------
            Total current liabilities                                                  3,412,814

Note Payable, related party - Long term                                                  217,727
Note Payable - long term                                                                  28,704


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;
        111,999,465 issued and outstanding                                               111,999
     Treasury Stock, 49,000 shares of common stock                                      (285,000)
     Additional paid in capital                                                       14,891,203
     Accumulated deficit                                                              (8,968,062)
                                                                                    ------------
            Total stockholders' equity                                                 5,750,181
                                                                                    ------------
                                                                                    $  9,409,426
                                                                                    ============
</TABLE>

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


                                       1
<PAGE>

                               PRACTICEXPERT, INC.
                     (Formerly, Thaon Communications, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATION
     FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTH PERIODS      FOR THE SIX MONTH PERIODS
                                                                         ENDED JUNE 30,                  ENDED JUNE 30,
                                                                       2004            2003            2004            2003
                                                                   ------------    ------------    ------------    ------------
<S>                                                                <C>             <C>             <C>             <C>
NET REVENUES:
       MEDICAL BILLINGS AND RELATED SERVICES                       $  1,807,508    $    924,172    $  2,736,979    $  1,527,645
       MANAGEMENT SERVICES                                              934,512              --         934,512              --
                                                                   ------------    ------------    ------------    ------------
                  TOTAL NET REVENUE                                   2,742,020         924,172       3,671,491       1,527,645

OPERATING EXPENSES:
       MEDICAL BILLINGS AND RELATED SERVICES                          2,752,694       1,306,309       4,205,703       1,991,330
       MANAGEMENT SERVICES                                              479,395              --         479,395              --
                                                                   ------------    ------------    ------------    ------------
                  TOTAL OPERATING EXPENSES                            3,232,089       1,306,309       4,685,098       1,991,330

                                                                   ------------    ------------    ------------    ------------
LOSS FROM OPERATIONS                                                   (490,069)       (382,137)     (1,013,607)       (463,685)

NON-OPERATING INCOME (EXPENSE):
       Legal settlement                                                      --              --         (75,750)             --
       Loss on settlement of debts                                      (14,500)       (116,761)        (14,500)       (116,761)
       Gain (loss) on disposal of asset                                      --          32,478          (1,706)         32,478
       Miscellenous                                                      19,800              --              --
       Interest income                                                      136           1,901             191           2,255
       Interest expense                                                (130,776)        (29,683)       (163,224)        (47,232)
                                                                   ------------    ------------    ------------    ------------
               Total non-operating income (expense)                    (125,340)       (112,065)       (254,989)       (129,260)

                                                                   ------------    ------------    ------------    ------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
    AND DISCONTINUED OPERATIONS                                        (615,409)       (494,202)     (1,268,596)       (592,945)

INCOME TAXES                                                                 --           5,649           6,400           7,249
                                                                   ------------    ------------    ------------    ------------

LOSS FROM CONTINUING OPERATIONS                                        (615,409)       (499,851)     (1,274,996)       (600,194)

DISCONTINUED OPERATIONS
  Income from operations of  discontinued subsidiary
    (Less applicable income taxes of $3,249)                                 --           4,874              --           4,874
  Gain (loss) on disposal of subsidiary, net                                 --           7,878              --        (240,193)
                                                                   ------------    ------------    ------------    ------------
         Income (loss) on disposal of subsidiary, net                        --          12,752              --        (235,319)
                                                                   ------------    ------------    ------------    ------------

NET LOSS                                                               (615,409)       (487,099)     (1,274,996)       (835,513)

Dividend requirement for preferred stock                                     --        (189,627)        (63,122)       (208,627)
                                                                   ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS                         $   (615,409)   $   (676,726)   $ (1,338,118)   $ (1,044,140)
                                                                   ============    ============    ============    ============

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING*                                        72,854,984       8,350,378      47,669,948       8,350,378
                                                                   ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER SHARE FROM CONTINUING OPERATION            (0.01)          (0.06)          (0.03)          (0.07)
                                                                   ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER SHARE FROM DISCONTINUED OPERATION             --            0.00              --           (0.03)
                                                                   ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER SHARE FOR DIVIDENDS
    FOR PREFERRED STOCK                                                      --           (0.02)          (0.00)          (0.02)
                                                                   ============    ============    ============    ============

BASIC AND DILUTED NET LOSS PER SHARE                               $      (0.01)   $      (0.08)   $      (0.03)   $      (0.13)
                                                                   ============    ============    ============    ============
</TABLE>

Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.

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


                                       2
<PAGE>

                               PRACTICEXPERT, INC.
                     (Formerly, Thaon Communications, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         2004             2003
                                                                                      -----------      -----------
<S>                                                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                         $(1,338,118)     $(1,044,140)
     Adjustments to reconcile net income (loss) to net cash provided by (used in)
        operating activities:
         Depreciation and amortization                                                    566,314          183,925
         Loss (gain) on disposal of asset                                                   1,706          (32,478)
         Loss on settlement of debts                                                       14,500          116,761
         Disposal of subsidiaries                                                              --          235,319
         Shares issued for services and compensation                                      629,783          378,795
         Shares to be issued for interest                                                      --            9,720
         (Increase) decrease in current assets
               Accounts receivable                                                       (230,464)         (55,411)
               Accounts receivable-management services                                   (787,230)              --
               Prepaid expenses                                                            (7,431)              --
               Inventory                                                                       --           14,500
               Other current assets                                                       (22,900)           2,979
         Increase (decrease) in current liabilities:
               Accounts payable and accrued expense                                       700,143           88,102
               Dividends payable                                                               --          144,073
         (Increase) decrease in other assets-deposit (4,339)
                                                                                      -----------      -----------
     Total Adjustments                                                                    860,082        1,086,285
                                                                                      -----------      -----------
                 Net cash provided by (used in) operating activities                     (478,036)          42,145
                                                                                      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Restricted cash                                                                       --           (7,433)
         Cash paid in acquisition of subsidiaries                                      (4,250,000)              --
         Development of software                                                         (137,980)         (97,670)
         Purchase of property & equipment                                                 (58,419)         (12,495)
                                                                                      -----------      -----------
                 Net cash used in investing activities                                 (4,446,399)        (117,598)
                                                                                      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds (payment) of loans from related parties                                  52,606          (91,344)
         Proceeds (payment) of notes payable                                             (985,552)         145,486
         Cash received from shares to be issued                                                --           44,980
         Cash received from issuance of shares                                          5,842,153               --
         Proceed from subscription                                                        126,978               --
         Proceed from disposal of fixed asset                                               1,500               --
                                                                                      -----------      -----------
                 Net cash provided by financing activities                              5,037,685           99,122
                                                                                      -----------      -----------

NET INCREASE IN CASH & CASH EQUIVALENTS                                                   113,250           23,669

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                                 71,017           33,972
                                                                                      -----------      -----------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                               $   184,267      $    57,641
                                                                                      ===========      ===========
</TABLE>


                                       3
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

Practice Xpert Services Corp., a healthcare  technology and services 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. Its services revolve around PracticeXpert's
flagship Revenue Management System,  PXpert(TM), and include medical billing and
accounts  receivable  management,   practice  management,   transcription,   and
consulting. Where applicable, Practice Xpert bundles its technology applications
with its billing and other  practice  management  services to provide a complete
and integrated solution to its physician customers.

On April 11, 2003,  Practice  Xpert  Services  Corp.  a California  corporation,
entered  into  a  stock  purchase  agreement  with  Thaon  Communications,  Inc.
(`Thaon")  Pursuant to the Purchase  Agreement,  which closed on April 11, 2003,
Thaon purchased 92% of Practice Xpert's outstanding common stock in exchange for
newly  issued  shares of Thaon's  common  stock and shares of Thaon's  Preferred
Series C stock to former owner of Practice  Xpert (the "Selling  Shareholders").
As a group, the Selling Shareholders  received 7,670,5965 (post split) shares of
common  stock and  1,845,000  shares of Preferred  Series C stock,  constituting
72.75% of Thaon's voting securities.  As a condition of the Purchase  Agreement,
on April 11,  2003,  the  officers of Thaon  resigned and the board of directors
appointed  officers of Practice Xpert as the combined  company's (the "Company")
officers.

On  September  30,  2003,  the Company  purchased  the  remaining 8% of Practice
Xpert's  outstanding  common stock by issuing  472,860  shares of the  Company's
common stock and 111,736 shares of Preferred Series C stock.

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

On July 21, 2003, the Company changed its name to PracticeXpert, Inc.

Thaon Communications,  Inc. (`Thaon") was originally incorporated under the name
Engineering  Services,  Inc. (a Nevada  Corporation),  on July 13,  1984.  Thaon
changed its name to Deep Earth,  Inc. in November of 1998. On November 29, 1999,
Thaon changed its name to CastPro.com, Inc

Practice  Xpert  owns 100% of the issued and  outstanding  shares of  Healthcare
Administrative  Management Corporation (HAMC), a California corporation and K.R.
Johnson  and  Associates  (KRJA),  an  Idaho  corporation.  On  July  31,  2003,
PracticeXpert  entered into a purchase  agreement to acquire 100% of  Healthcare
Billing Solutions, Inc., a Montana corporation.


                                       4
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Healthcare   Administrative   Management   Corporation   (HAMC),   a  California
corporation was formed on July 29, 1997.

K.R. Johnson and Associates  (KRJA), an Idaho corporation was formed on December
22, 1995.

Healthcare  Billing  Solutions,  Inc. (HBS),  Montana  corporation was formed on
March 8, 2001.

On November 10, 2003,  PracticeXpert  completed the 100% acquisition of National
Healthcare  Management  Services,  Inc.  ("NHMS"),  West  Virginia  Corporation.
National  Healthcare   Management   Services,   Inc.  (NHMS),  a  West  Virginia
corporation,  was formed on June 23, 1999.  On March 1, 2004,  PracticeXpert  of
Texas (PX-TX),  which was formed on November 7, 2003, a 100% owned subsidiary of
the Company,  completed its 100%  acquisition of Singer  MedScript's  assets,  a
Houston Texas sole proprietorship company, which was formed in 1976.
On April 28, 2004, the Company completed its acquisition of Cancer Care Network,
Inc., an Oklahoma corporation,  located in Oklahoma City, Oklahoma.  Cancer Care
Network,  Inc.  specializes  in  radiation  and  medical  oncology  billing  and
management.
HAMC,  KTJA,  HBS,  NHMS and PX-TX all  provide  medical  billing  and  accounts
receivable  management,   practice  management,   transcription  and  consulting
services to medical practitioners.

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, 2003
were filed on April 14, 2004 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
six-month  period  ended June 30,  2004 are not  necessarily  indicative  of the
results that may be expected for the year ended December 31, 2004.

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


                                       5
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

statements as substantially all of the Company's operations are conducted in one
industry segment.

PRINCIPLES OF CONSOLIDATION

The accompanying  financial  statements  include the accounts of  PracticeXpert,
Inc., formerly Thaon Communications,  Inc. (legal acquirer,  the "Parent"),  and
its  100%  owned  subsidiary,   Practice  Xpert  Services  Corporation  and  its
subsidiaries, Healthcare Administrative Management Corporation, K.R. Johnson and
Associates,  Healthcare Billing Solutions,  Inc., National Healthcare Management
Services,  Inc., and  PracticeXpert  of Taxes and Cancer Care Network,  Inc. All
significant  inter-company  accounts and  transactions  have been  eliminated in
consolidation.

RECENT PRONOUNCEMENTS

On May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"),  Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity. SFAS 150 changes the accounting for certain financial  instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by
now requiring  those  instruments to be classified as liabilities  (or assets in
some  circumstances) in the statement of financial position.  Further,  SFAS 150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  SFAS 150  affects an  entity's  classification  of the  following
freestanding  instruments:  a) Mandatorily  redeemable  instruments b) Financial
instruments  to  repurchase  an entity's  own equity  instruments  c)  Financial
instruments embodying obligations that the issuer must or could choose to settle
by issuing a variable  number of its shares or other  equity  instruments  based
solely on (i) a fixed monetary amount known at inception or (ii) something other
than  changes  in its own  equity  instruments  d) SFAS 150  does  not  apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.  The guidance in SFAS 150 is  generally  effective  for all  financial
instruments  entered  into or  modified  after May 31,  2003,  and is  otherwise
effective at the beginning of the first interim period  beginning after June 15,
2003. For private companies,  mandatorily  redeemable financial  instruments are
subject to the  provisions  of SFAS 150 for the fiscal  period  beginning  after
December 15, 2003. The adoption of SFAS No. 150 does not have a material  impact
on the Company's financial position or results of operations or cash flows.

In December  2003,  the  Financial  Accounting  Standards  Board (FASB) issued a
revised  Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
(FIN 46R). FIN 46R addresses  consolidation by business  enterprises of variable
interest  entities and significantly  changes the  consolidation  application of
consolidation   policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in similar  activities  when those
activities are conducted  through variable interest  entities.  The Company does
not hold any variable interest entities.

NOTE 2 - INTANGIBLE ASSETS

Intangible  assets consist of Software 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.
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.


                                       6
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Software:

As part of intangible assets, the Company  capitalizes 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.

The Company makes on-going  evaluations of the recoverability of its capitalized
software  projects 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 development costs exceed the net realizable value, the
Company  writes off the  amount by which the  unamortized  software  development
costs exceed net realizable value.  Capitalized and purchased  computer software
development  costs are being  amortized  ratably based on the projected  revenue
associated  with the  related  software or on a  straight-line  basis over three
years, whichever method results in a higher level of amortization.

For the six month period ended June 30, 2004, the Company  capitalized  internal
and  external  costs of  $137,980  incurred  to  develop  internal-use  computer
software.  Capitalized  software is amortized over a period of 5 years using the
straight-line method. Amortization began when the software was available for its
intended use. The  amortization  amounts for the six month period ended June 30,
2004 and 2003 were $57,349 and $32,438, respectively.

Client lists:
The Company acquired intangible asset of client list through purchase of various
subsidiaries  valued at $7,453,631  as of June 30, 2004.  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 client lists consist of the following:

            K.R. Johnson                            $1,023,837
            HAMC                                       547,645
            HBS                                         27,123
            NHCM                                       447,692
            Singer Medscript                           300,000
            CCN                                      5,107,334
                                                    ----------
                                                     7,453,631
            Accumulated Depreciation                   786,427
                                                    ----------
            Client List, net                         6,667,204
                                                    ==========

The  amortization  expenses  for the period  ended  June 30,  2004 and 2003 were
$465,697 and $105,974, respectively.

Amortization  expenses for the  Company's  intangible  assets over the next five
twelve-month  periods are  estimated  to be:  2005-$1,870,000,  2006-$1,870,000,
2007-$806,000, 2008-$806,000 and 2009-$806,000.


                                       7
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 COMMON STOCK

ISSUANCE OF SHARES FOR SERVICE

The Company accounts for the issuance of equity instruments to acquire goods and
services.  The stocks were valued at the average fair market value of the freely
trading shares of the Company as quoted on OTCBB on the date of issuance.

REGULATION S

On January 9, 2004, the Company and its management  (shareholder) entered into a
Regulation  S Stock  Purchase  Agreement  with  California  Securities  S.A. (CA
Securities)  a Panamanian  business  company.  The Company  agreed to sell to CA
Securities  in an  "offshore  transaction"  as  defined in  Regulation  S, which
transaction  had been  negotiated  outside the U.S. and  consummated  and closed
outside the U.S., and the Purchaser  agreed to purchase up to 8,000,000 Units. A
unit meant two shares of common stock of the Company.  One share was a new share
issued by the Company as part of this Reg. S Stock  Purchase  Agreement  and the
other share was sold by the Shareholder from their own stock.
For each  unit , the  purchase  price  comprised  of (1) $.001 per share for the
share  sold by the  shareholders  and (2) Per  "purchase  price"  for the shares
issued by the  Company.  "Purchase  Price" for the  Company  Share was the Share
Price  multiplied by 30%. "Share Price" was the closing bid price (on the OTCBB)
multiplied  by 90%.  Proceeds  paid to the Seller was  allocated  $.001 for each
share to Shareholder and the balance to the Company. The Purchaser agreed to use
its best efforts to purchase up to 8 million  Units  between the date hereof and
May 30, 2004 ("Best  Efforts  Period").  For the period ended June 30, 2004, the
Company  issued  5,226,906  shares of common  stock under  Regulation S Offering
amounting $795,161.

On April 28, 2004, the Company  completed the sale of $5.8 million of its common
stock and warrants to certain purchasers. The Company sold 48,333,347 restricted
shares  of its  common  stock  at a  purchase  price of $0.12  per  shares.  The
purchasers  received five-year warrants to purchase  48,333,347 shares of common
stock at an  exercise  price of $0.30 per share.  Pursuant  to the  Registration
Rights  Agreement the Company has agreed to prepare and file with the Securities
and Exchange  Commission  a  registration  statement  covering the resale of the
restricted  shares  of its  common  stock and  common  stock  issuable  upon any
exercise of the  warrants.  As a result,  during the period ended June 30, 2004,
the Company  issued  52,171,169  shares of common  stock  including  warrants of
3,837,822  for  cash  amounting  to  $5,183,027,  net of  commissions  amounting
$616,973. $20,000 of cash was received in the prior period.
During the six month  period  ended June 30, 2004,  the Company  issued  954,827
shares of common stock for cash receipt of $247,418.

During the six month period ended June 30, 2004, the Company issued common stock
in exchange of various services to following parties:

The  Company  issued  231,222  shares of common  stock for legal and  consulting
services amounting  $101,456.  The Company issued 925,395 shares of common stock
for finder fees and investor relations  amounting  $506,327.  The Company issued
40,000 shares of common stock for salary amounting $22,000.

The  Company  issued  591,152  shares  for  dividends  on  Series D  convertible
Preferred stock amounting $310,000.


                                       8
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six month period ended June 30, 2004,  the Company  issued 50,000 shares
of common stock valued at $24,500 to settle note payable amount of $10,000.  The
difference amount of $14,500 was record as a loss on settlement of debt.

The subscription receivable which was outstanding as of December 31, 2003 for an
amount of $35,000 and was received in the period ended June 30, 2004.

During the six month period ended June 30,  2004,  1,650,000  shares of Series A
convertible  Preferred  stock  plus  dividend  of  $131,750  were  converted  to
3,094,928 shares of common stock.

During the six month  period  ended June 30,  2004,  197,783  shares of Series B
convertible Preferred stock plus dividend of $22,709 were converted to 2,015,153
shares of common stock.

During the six month period ended June 30,  2004,  1,942,566  shares of Series C
convertible  Preferred  stock  plus  dividend  of  $153,110  were  converted  to
29,392,826 shares of common stock.

During the six month  period  ended June 30,  2004,  100,000  shares of Series D
convertible  Preferred  stock plus dividend of $18,000 were converted to 204,968
shares of common stock.

During the six month  period  ended June 30,  2004,  120,000  shares of Series E
convertible  Preferred  stock plus dividend of $21,100 were converted to 275,050
shares of common stock.

During the six month  period  ended  June 30,  2004,  50,000  shares of Series F
convertible  Preferred  stock plus dividend of $13,000 were converted to 521,595
shares of common stock. In addition,  138,859 shares of common stock were issued
for 13,333 shares of un-issued shares of Series F convertible Preferred stock.

During the six month period ended June 30, 2004,  826,500 shares were issued for
acquisition of CCN valued at $500,000.

PREFERRED STOCK

During the period ended June 30, 2004, all of outstanding shares of Series A, B,
D, E and F convertible  Preferred  stock plus dividends were converted to common
stock.

During the period ended June 30, 2004,  1,942,566 shares of Series C convertible
Preferred stock out of a total of 1,983,736  outstanding  shares, plus dividends
amounting $153,110,  were converted to common stock during the period ended June
30, 2004 which resulted in remaining balance of 41,170 outstanding shares.

The Series C  convertible  Preferred  stock is  entitled to receive 6% per annum
dividend, in preference to any other class. Class C convertible Preferred stock,
at the  option of the holder  thereof,  is  convertible  into 15 share of common
stock, The holders of Series C convertible stock shall be paid out of the assets
of the Company  prior and in preference  to any payment or  distribution  out of
assets  to the  holders  of the  common  stock or any  other  class of series of
capital  stock of the Company but  subordinate  to any  dividend  preference  of
Series A, D, E and F  Preferred  shares of the Company in amount per share equal
to $1.00 plus all declared but unpaid dividends on such shares to the date fixed
for distribution. The holders of Series C convertible Preferred stock shall have


                                       9
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the voting rights such holder's  shares of Series C Preferred are converted into
shares of common stock at which time the holder shall have the voting  rights of
the holders of common stock shares.

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 $1,600 for income tax and $158,349 for interest  during the six
month period ended June 30, 2004. The Company paid $0 for income tax and $34,424
for interest during the six month ended June 30, 2003.

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

The  Company  issued  130,789  shares of common  stock for legal and  consulting
services  amounting  $62,156.  The Company issued 760,828 shares of common stock
for finder fees and investor relations  amounting  $506,327.  The Company issued
40,000 shares of common stock for salary amounting $22,000.

For the six month period ended June 30, 2004,  the Company  issued 50,000 shares
of common stock valued at $24,500 to settle note payable amount of $10,000.  The
difference amount of $14,500 was record as a loss on settlement of debt.

The  Company  issued  591,152  shares  for  dividends  on  Series D  convertible
Preferred stock amounting $310,000.

During the six month period ended June 30,  2004,  1,650,000  shares of Series A
convertible  Preferred  stock  plus  dividend  of  $131,750  were  converted  to
3,094,928 shares of common stock.

During the six month  period  ended June 30,  2004,  197,783  shares of Series B
convertible Preferred stock plus dividend of $22,709 were converted to 1,994,696
shares of common stock.

During the six month period ended June 30,  2004,  1,942,566  shares of Series C
convertible  Preferred  stock  plus  interest  of  $153,110  were  converted  to
29,392,826 shares of common stock.

During the six month  period  ended June 30,  2004,  100,000  shares of Series D
convertible  Preferred  stock plus interest of $18,000 were converted to 204,968
shares of common stock.

During the six month  period  ended June 30,  2004,  120,000  shares of Series E
convertible  Preferred  stock plus interest of $21,100 were converted to 275,050
shares of common stock.

During the six month  period  ended  June 30,  2004,  50,000  shares of Series F
convertible  Preferred  stock plus interest of $13,000 were converted to 521,595
shares of common stock. In addition,  138,859 shares of common stock were issued
for 13,333 shares of unissued shares of Series F convertible Preferred stock.

During the six month period ended June 30, 2004,  826,500 shares were issued for
acquisition of CCN valued at $500,000.


                                       10
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - BASIC AND DILUTED NET LOSS PER SHARE

Basic and  diluted  net loss per share for the six month ended June 30, 2004 and
2003 were  determined  by  dividing  net loss for the  periods  by the  weighted
average  number of both  basic and  diluted  shares of common  stock and all the
convertible  preferred  stock are regarded as common stock  equivalents  and are
considered in diluted net loss per share  calculations.  Weighted average number
of shares used to compute basic and diluted loss per share is the same since the
effect of dilutive securities is anti-dilutive.

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  accumulated  deficit of
$8,968,062 as of June 30, 2004  including the current period loss of $1,338,118.
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 June 30, 2004,  towards (i) obtaining  additional equity
financing (ii) controlling of salaries and general and administrative  expenses,
and (iii) management of accounts payable.

In that  regard,  on March 1, 2004,  the Company  purchased  all the assets from
Singer Mediscript and on April 28, 2004, the Company completed an acquisition of
Cancer Care Network, Inc. (note 7)

NOTE 7 - ACQUISITION

On March 1, 2004, the Company  consummated its asset acquisition  agreement with
Singer MedScript, a medical transcription company located in Houston, Texas. The
agreement   was   consummated   by  the   Company's   wholly-owned   subsidiary,
PracticeXpert of Texas,  Inc., which agreed to acquire  substantially all of the
assets and assume certain  liabilities and obligations of Singer MedScript for a
purchase  price of $300,000 from the sole  proprietor of Singer  MedScript.  The
purchase  price  consisted  of a cash payment of $150,000 at the closing and the
issuance of a promissory note for $150,000 which bears interest of eight percent
(8%) per annum and payable in 36 monthly  installments of principal and interest
commencing on April 1, 2004.

A summary of the assets acquired and consideration for is as follows:

                                                             Allocated
      Assets Acquired                                          Amount
                                                             ---------
      Client lists acquired                                  $ 300,000
                                                             =========

Management  allocated  the  purchase  price to the basis of the assets  acquired
based on management's appraisals at the date of acquisition.


                                       11
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

      Consideration paid                                       Amount
                                                             ---------
      Cash                                                   $ 150,000
      Promissory note                                          150,000
                                                             ---------

                                                             $ 300,000

On April 28, 2004, the Company consummated its asset acquisition  agreement with
Cancer Care Network,  Inc., an Oklahoma  corporation,  located in Oklahoma City,
Oklahoma.  Cancer  Care  Network,  Inc.  specializes  in  radiation  and medical
oncology billing and management. The acquisition was consummated by the Company,
Practice Xpert Services Corp., and PracticeXpert of Oklahoma, Inc., wholly-owned
subsidiaries of the Company,  which agreed to acquire  substantially  all of the
assets and assume certain  liabilities  and  obligations of Cancer Care Network,
Inc. for a purchase price of $5,500,000.  The purchase price consisted of a cash
payment of $4,100,000  and the issuance of $500,000 in shares of common stock at
the  closing and the  issuance of a  promissory  note for  $900,000  which bears
interest of six and one-half  percent (6.5%) per annum and payable in 12 monthly
installments of principal and interest commencing on April 25, 2004. As a result
of this  acquisition,  the  Company  expects  that CCN will  give the  Company a
platform and base of operations for the Oklahoma  medical  billing  services.  A
summary of CCN assets acquired,  liabilities assumed and consideration for is as
follows:

                                                            Allocated
                                                             Amount
                                                           -----------
      Current assets                                       $   232,727
            Client lists                                     5,107,334
            Property & equipment                               233,667
      Accrued liabilities                                      (73,728)
                                                           -----------
                                                           $ 5,500,000

      Consideration paid                                      Amount

      Cash                                                 $ 4,100,000
      Promissory note                                          900,000
      Common Stock                                             500,000
                                                           -----------
                                                           $ 5,500,000

NOTE 8 - COMMITMENTS

The Company has office lease  agreements for 7 and 8 years.  Future  commitments
under operating leases are as follows for the twelve months ending June 30:

                        2005                                   168,667
                        2006                                   172,579
                        2007                                   177,096
                        2008                                   124,882
                        2009                                    99,679
                        Remaining after 5 yrs                   41,960
                                                              --------
                  Total minimum lease payment                 $785,863
                                                              ========


                                       12
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The rent  expenses were $133,670 and $81,470 for the six month period ended June
30, 2004 and 2003, respectively.

NOTE 9 - INCOME TAXES

No  provision  was made for other  entities on the Federal  income tax since the
Company has significant  net operating loss.  Through June 30, 2004, the Company
incurred net operating losses for tax purposes of approximately $1,705,903.  The
net operating  loss carry  forwards may be used to reduce taxable income through
the year 2024.  The  availability  of the  Company's  net  operating  loss carry
forwards 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
June 30, 2004 comprised  mainly of net operating  loss carry forward.  The gross
deferred tax asset  balance as of June 30, 2004 was  approximately  $580,000.  A
100%  valuation  allowance  has been recorded for the deferred tax assets due to
the uncertainty of its realization.


                                       13
<PAGE>

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

The following  discussion and analysis  should be read in  conjunction  with the
Company's financial statements, including the notes thereto, appearing elsewhere
in this Report.

THIS  QUARTERLY  REPORT ON FORM 10-QSB  CONTAINS  STATEMENTS  RELATING TO FUTURE
RESULTS OF THE COMPANY (INCLUDING CERTAIN  PROJECTIONS AND BUSINESS TRENDS) THAT
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS
A RESULT OF  CERTAIN  RISKS AND  UNCERTAINTIES,  INCLUDING  BUT NOT  LIMITED  TO
CHANGES IN POLITICAL AND ECONOMIC  CONDITIONS,  DEMAND FOR AND MARKET ACCEPTANCE
OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES  DETAILED
FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

OVERVIEW

      PracticeXpert,   Inc.,  a  Nevada   corporation   (the   "Company"),   was
incorporated  under  the name  Engineering  Services,  Inc.,  on July 13,  1984.
Subsequently  the Company  went  through a series of name changes and changes in
its business  activities.  On November 27, 2000, the Company changed its name to
Thaon  Communications,  Inc. As Thaon,  the Company  acquired  and/or  started a
number of media and  communications  businesses,  all of which  were  ultimately
discontinued or sold.

      On April 11, 2003,  the Company  entered into a stock  purchase  agreement
(the "Purchase  Agreement")  with Practice  Xpert  Services  Corp., a California
corporation, ("PXSC"). Pursuant to the Purchase Agreement, which closed on April
11,  2003,  the Company  purchased  92% of PXSC's  outstanding  common  stock in
exchange for newly issued shares of the Company's common stock and shares of the
Company's  Preferred  Series C stock to  former  owners  of PXSC  (the  "Selling
Shareholders").  As a group, the Selling  Shareholders  received 7,670,596 (post
split) shares of common stock and 1,845,000  shares of Preferred Series C stock,
constituting  72.75% of the Company's voting  securities.  As a condition of the
Purchase Agreement,  on April 11, 2003, the officers of the Company resigned and
the board of directors  appointed officers of PXSC's as the Company's  officers.
On  September  30,  2003,  the  Company  purchased  the  remaining  8% of PXSC's
outstanding  common stock that it did not own by issuing  472,860  shares of the
Company's  common stock and 111,736  shares of  Preferred  Series C stock to the
remaining PXSC stockholders.

      On or about July 15, 2003 the  Company  filed a revision to it articles of
incorporation  with  the  State of  Nevada  and  changed  its  name  from  Thaon
Communications,  Inc.  to  PracticeXpert,  Inc.,  so that its name would  better
reflect the business of the Company.

      In accordance with our strategy to grow, in part,  through the acquisition
of companies  providing  practice  management,  billing and related  services to
physicians,  the Company  completed  two  acquisitions  during  2003,  acquiring


                                       14
<PAGE>

Healthcare Billing Solutions,  Inc., Great Falls,  Montana,  and National Health
Care Management Services, Inc., Buckhannon, West Virginia.

      Continuing on with our strategy of acquiring physician services companies,
on March 1, 2004 the Company  completed the acquisition of Singer  MedScript,  a
medical  transcription  company located in Houston,  Texas, for $150,000 in cash
and a $150,000 interest bearing note payable over three years.

      On April 28, 2004 the Company  completed  the  acquisition  of Cancer Care
Network, a medical billing and practice management services company specializing
in radiation oncology,  and located in Oklahoma City, Oklahoma, for $4.1 million
in cash,  $500,000  worth of the  Company's  common  stock,  and a $900,000 note
payable over ten months.

RESULTS OF OPERATIONS

      The following sections discuss the results of operations for the three and
six month periods ended June 30, 2004 compared to the results of operations  for
the three and six month  periods  ended June 30, 2003 and were  derived from our
financial  statements and notes thereto  included in this quarterly report which
are  unaudited,  and related  records.  Historical  results are not  necessarily
indicative of results that may be expected for any future period.  The following
information and data should be read in conjunction with our unaudited  financial
statements,  including  the  related  footnotes  and with  reference  to certain
additional  information  previously  reported in the Company's  Annual Report on
Form 10-KSB for the year ended December 31, 2003 and  previously  filed with the
Securities and Exchange Commission.

      Net  revenue  was  $2,742,020  for the three  months  ended June 30,  2004
compared to net revenue of $924,172  for the three  months  ended June 30, 2003.
Revenues in the 2004 period were greater as a result of new  business,  and as a
result of the acquisitions completed since July 2003.

      Net revenue was $3,671,491 for the six months ended June 30, 2004 compared
to net revenue of $1,527,645 for the six months ended June 30, 2003. Revenues in
the 2004 period were greater as a result of new business, and as a result of the
acquisitions completed since July 2003.

      During the  quarter we began to report  revenue  in two  distinct  revenue
classifications,   "medical  billing  and  related   services"  and  "management
services".  Medical  billing  and related  services  includes  medical  billing,
practice  management,  transcription,  consulting  and other  services  provided
directly to physician  customers  for specific and agreed upon fees.  Management
services include certain contracts under which  PracticeXpert  manages specified
medical facilities, and participates in the profitability of the facility, along
with the  owners of the  facility.  During the  quarter,  revenue  from  medical
billing and related services was $1,807,508 and revenue from management services
was $934,512.

      Our  operating  expenses  for the three  months  ended June 30,  2004 were
$3,232,089  compared to  $1,306,309  for the three  months  ended June 30, 2003.


                                       15
<PAGE>

Operating  expenses  increased  in 2004 over  2003 due to  expenses  related  to
servicing new business, the added costs from the operations of new acquisitions,
costs associated with audits of acquired subsidiaries, costs associated with the
amortization  of acquired  client lists,  and expenses  related to the continued
pursuit of acquisition opportunities.

      Our  operating  expenses  for the six  months  ended  June 30,  2004  were
$4,685,098  compared  to  $1,991,330  for the six months  ended  June 30,  2003.
Operating  expenses  increased  in 2004 over  2003 due to  expenses  related  to
servicing new business, the added costs from the operations of new acquisitions,
costs  associated with audits of acquired  subsidiaries,  costs  associated with
amortization  of acquired  client lists,  and expenses  related to the continued
pursuit of acquisition opportunities.

      We had a net loss of $615,409,  or a basic and fully  diluted net loss per
common share of $0.01,  for the three  months ended June 30, 2004  compared to a
net loss of $676,726, or a basic and diluted net loss per common share of $0.08,
for the three  months ended June 30,  2003.  The net loss for the current  three
month period includes  $445,855 in  depreciation  and  amortization,  $58,328 of
expenses  paid in stock,  and a  $163,708  in fees  related to the payoff of our
working capital facility. (see-Liquidity and Capital Resources)

      We had a net loss of $1,338,118, or a basic and fully diluted net loss per
common share of $0.03,  for the six months ended June 30, 2004 compared to a net
loss of  $1,044,140,  or a basic and diluted net loss per common share of $0.13,
for the six months ended June 30,  2003.  The net loss for the current six month
period includes $566,314 in depreciation and amortization,  $236,941 of expenses
paid in stock, $75,750 related to a settlement of litigation, $63,122 in accrued
dividends  payable on preferred stock and a $163,708 in one-time fees related to
the payoff of the our working  capital  facility.  See  "-Liquidity  and Capital
Resources".

      On April 28, 2004 the Company  completed  the  acquisition  of Cancer Care
Network, a medical billing and practice management services company specializing
in radiation oncology,  and located in Oklahoma City, Oklahoma, for $4.1 million
in cash,  $500,000  worth of the  Company's  common  stock,  and a $900,000 note
payable over ten months.

      We believe a  significant  measure of our  progress in  accomplishing  our
business objectives is the number of customers we service, the number physicians
those customers include,  and the number of deployed hand-held devices utilizing
our PXpert Revenue Management System being used, and paid for, by our customers.
As of  June  30,  2004  we  had  approximately  105  customers,  which  included
approximately  400 physicians,  and we had  approximately  70 hand-held  devices
utilizing our PXpert patient encounter system being used by our customers.

LIQUIDITY AND CAPITAL RESOURCES

      As of  June  30,  2004,  PracticeXpert  had  $184,267  in  cash  and  cash
equivalents.  Current  assets at June 30,  2004  were  $1,904,490,  compared  to
current  liabilities of $3,412,814,  resulting in a working  capital  deficit of
$1,508,324.  This compares to a working  capital deficit at December 31, 2003 of
$2,008,291  and at March 31, 2004 of $1,892,015.  Of the current  liabilities at


                                       16
<PAGE>

June 30, 2004,  $122,688 relates to dividends payable on preferred stock,  which
may be paid in  common  stock  at the  Company's  option,  $422,781  relates  to
advances from investors for stock not yet issued and  approximately  $544,856 is
due to, or advances from, officers, directors and former owners of PracticeXpert
subsidiary companies.

      Our only sources of liquidity  are our bank  accounts,  our unused  credit
facilities,  which at June 30,  2004 were fully drawn and our  revenues.  During
2003 we began a process of diligently  seeking  capital for the firm to allow us
to  embark  on a  program  of  expansion,  as  well  as  pay  certain  financial
obligations.  We raised $5,969,131, net of commissions and finders' fees, during
the six months ended June 30, 2004 from the sale of stock to investors, and were
able to acquire approximately  $630,000 worth of services in exchange for stock.
During the three months ended June 30, 2004 we used  $478,036 in capital to fund
operations,  we used $985,552 to pay  principal  payments on notes  payable,  we
invested $137,980 in further development of the PXpert Revenue Management System
software,  we used $150,000 for the acquisition of Singer  MedScript and we used
$4.1 million as the cash portion of the purchase  price of Cancer Care  Network.
We continue to seek capital, primarily for expansion plans.

      During April,  2004 the Company raised $5.8 million  (before  commissions)
through a private  placement  offering.  The $5.8 million offering was privately
placed by New York  investment  banking firm, H. C.  Wainwright & Co. Inc. Under
the terms of the private  placement the investors  purchased  restricted  common
stock at a price of $0.12 per  share,  and for each share  purchased  received a
warrant to purchase an additional share at $.30. The Company has registered with
the  Securities  and Exchange  Commission  all of the shares of common stock and
shares of common stock  underlying  warrants  issued in such  private  placement
pursuant to its Form SB-2  Registration  which was declared  effective on August
13, 2004.

      Due to numerous  economic and competitive  risks,  any or all of which may
have a material  adverse impact upon our  operations,  there can be no assurance
that we will be able to successfully  generate significant revenues or achieve a
level of profits which will permit us to stay in business.  However,  we believe
cash  generated  from net revenues will be sufficient to fund all of our general
and administrative expenditures for the next twelve months.

FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY

      Annual and  quarterly  fluctuations  in our results of  operations  may be
caused by the timing and the amount of payments received by our customers,  upon
which our  revenues  are based.  Our future  results  also may be  affected by a
number of factors,  including  our ability to offer our services at  competitive
prices and to anticipate  customer demands.  Our results may also be affected by
economic  conditions in the geographical  areas in which we operate.  All of the
foregoing may result in substantial  unanticipated quarterly earnings shortfalls
or  losses.  Due to  all of the  foregoing,  we  believe  that  period-to-period
comparisons  of our results of operations  are not  necessarily  meaningful  and
should not be relied upon as indicative of future performance.


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<PAGE>

INFLATION

      We  believe  that our  revenue  and  results of  operations  have not been
significantly impacted by inflation since we began operations.

SUBSEQUENT EVENTS

None.

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.


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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      The  Company  was  named  as  a  defendant  in  an  action  entitled,   S2
Consultants,   LLC  and  Westminster  Securities  Corporation,   Plaintiffs,  v.
PracticeXpert,  Inc.,  Defendant,  filed in the United States District Court for
the  District  of New Jersey on August 10,  2004.  The  complaint  in the action
contains two counts,  the first  alleging  breach of contract by the Company and
the second count alleges unjust enrichment for unspecified  damages  purportedly
caused by the  alleged  non-payment  of a finder's  fee due in  connection  with
arranging the Company's $5.8 million private placement  transaction which closed
on April  28,  2004,  and the  acquisition  of Cancer  Care  Network,  Inc.  The
complaint also seeks recovery of the plaintiffs'  attorney's fees and costs, and
interest on the amount owed, as claimed by plaintiffs in the action. The Company
intends to vigorously defend itself in this action.

      In addition to the  proceedings  described  above, in the normal course of
business,  we are  subject to  proceedings,  lawsuits  and other  claims.  These
matters are subject to many  uncertainties and outcomes that are not predictable
with assurance.  Consequently, we are unable to ascertain the ultimate aggregate
amount of monetary liability or financial impact with respect to these matters.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period ended June 30, 2004,  the Company sold 5,226,906 net shares of
common  stock under  Regulation  S for  $795,161.  Under this  transaction,  the
Company  issued a total of  10,453,812  of shares to the  investor  and Jonathan
Doctor, Chief Executive Officer,  Michael Manahan,  Chief Financial Officer, and
Zima Hartz, Executive Vice President, of PracticeXpert, agreed, as an inducement
to the  investor,  to return one share of management  stock to the Company,  for
every two shares of stock purchased by the private  investor.  Subsequent to the
end of  the  first  quarter  the  transaction  with  the  private  investor  was
completed,  and in accordance with the agreement,  management returned 5,226,906
shares of stock to the Company.

      On April 28, 2004,  the Company  completed the sale of $5.8 million of its
common stock and  warrants to certain  purchasers.  The Company sold  48,333,347
restricted  shares of its common  stock at a purchase  price of $0.12 per share.
The purchasers  received  five-year  warrants to purchase  48,333,347  shares of
common stock at an exercise price of $0.30 per share.  Pursuant to the Form SB-2
Registration  Statement  of the  Company  that  was  declared  effective  by the
Securities  Exchange  Commission on August 13, 2004,  the Company has registered
the resale of the  shares of common  stock and common  stock  issuable  upon any
exercise of the warrants issued in the foregoing transaction.

      During the six month period ended June 30, 2004,  the Company sold 954,827
shares of restricted common stock for $247,418.

      During the six month period ended June 30, 2004, the Company issued common
stock in exchange  for various  services  as follows:  231,222  shares of common
stock for legal and consulting  services  valued at $101,456;  925,395 shares of
common stock for finder fees and  investor  relations  valued at  $506,327;  and
40,000 shares of common stock for salary valued at $22,000.

      During the six month period ended June 30, 2004, the Company issued 50,000
shares of common  stock valued at $24,500 to settle a note payable in the amount
of $10,000.  The  difference  of $14,500 was record as a loss on  settlement  of
debt.

      The  subscription  receivable that was outstanding as of December 31, 2003
for $35,000 was received during the period ended June 30, 2004.

      During the six month  period  ended  June 30,  2004,  1,650,000  shares of
Series A  convertible  Preferred  stock plus related  dividends of $131,750 were
converted  to  3,094,928  shares of  common  stock,  197,783  shares of Series B
convertible  Preferred stock plus related dividends of $22,709 were converted to
2,015,153  shares  of common  stock,  1,942,566  shares of Series C  convertible
Preferred stock plus related  dividends of $153,110 were converted to 29,392,826
shares of common stock,  100,000 shares of Series D convertible  Preferred stock
plus related  dividends of $18,000  were  converted to 204,968  shares of common
stock,  120,000  shares of Series E  convertible  Preferred  stock plus  related
dividends of $21,100 were  converted to 275,050  shares of common stock,  50,000
shares of Series F convertible Preferred stock plus related dividends of $13,000
were converted to 521,595 shares of common stock. In addition, 138,859 shares of
common  stock  were  issued for 13,333  shares of  un-issued  shares of Series F
convertible Preferred stock.


                                       19
<PAGE>

      During the six month  period  ended June 30,  2004,  826,500  shares  were
issued for acquisition of CCN valued at $500,000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

1.    The following Exhibits are filed herein:

      No.         Title
      ----        -----

      31.1        Certification   of  President  and  Chief  Executive   Officer
                  Pursuant to the Securities  Exchange Act of 1934, Rules 13a-14
                  and  15d-14,  as  adopted  pursuant  to  Section  302  of  the
                  Sarbanes-Oxley Act of 2002

      31.2        Certification  of  Chief  Financial  Officer  Pursuant  to the
                  Securities  Exchange Act of 1934, Rules 13a-14 and 15d-14,  as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002

      32.1        Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2.    Reports on Form 8-K filed:

      (a)         On May 13, 2004,  the Company  filed a Current  Report on Form
                  8-K to report the  completion  of a private  placement of $5.8
                  million and the acquisition of Cancer Care Network, Inc.


                                       20
<PAGE>

                                   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.

                                      PRACTICEXPERT, INC.


DATED: August 23, 2004                By: /s/ Jonathan Doctor
                                          --------------------------------------
                                          Jonathan Doctor
                                          President, Chief Executive Officer,
                                          Director (Principal Executive Officer)


DATED: August 23, 2004                By: /s/ Michael Manahan
                                          --------------------------------------
                                          Michael Manahan
                                          Chief Financial Officer, Director
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)


                                       21