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 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.

<TABLE>
<CAPTION>
                         Class                                         Outstanding at November 10, 2005
--------------------------------------------------------    --------------------------------------------------------
<S>                                                                    <C>
        Common Stock, $.001 par value per share                               142,188,255 Shares
</TABLE>

<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>
ASSETS

      CURRENT ASSETS:
<S>                                                                                           <C>
          Cash & cash equivalents                                                             $    204,153
          Prepaid expenses                                                                          85,026
          Inventory                                                                                162,564
          Accounts receivable, net of $902,961 allowance for doubtful debts                      2,792,025
          Other receivables                                                                          4,884
                                                                                              ------------
                 Total current assets                                                            3,248,651

      PROPERTY AND EQUIPMENT, net                                                                  534,110

      OTHER ASSETS
          Deposits                                                                                  17,637

      INTANGIBLES:
          Client list, net                                                                       5,529,135
          Software, net                                                                            900,000
          Goodwill                                                                               4,430,630
                                                                                              ------------
                                                                                                10,859,765

                                                                                              ------------
                                                                                              $ 14,660,163
                                                                                              ============


                      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; 3,760,000 issued and outstanding                              41
          Common stock, $.001 par value, 200,000,000 shares authorized;
             142,632,487 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                                                                  (14,335,462)
                                                                                              ------------
                 Total stockholders' equity                                                      4,695,921

                                                                                              ------------
                                                                                              $ 14,660,163
                                                                                              ============
</TABLE>


                                       1
<PAGE>


                               PRACTICEXPERT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATION
     FOR THE NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         NINE MONTHS ENDED SEPTEMBER 30,      THREE MONTHS ENDED SEPTEMBER 30,

                                                          2005             2004                    2005             2004
                                                     ---------------  ---------------         ---------------- ----------------

<S>                                                <C>              <C>                             <C>              <C>
          Net revenues                             $     15,306,107 $      7,375,558                4,598,432        3,754,149

          Operating expenses                             20,702,404        9,399,580                7,770,494        4,801,947

                                                     ---------------  ---------------         ---------------- ----------------
          Loss from operations                           (5,396,297)      (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                         (5,736,510)      (2,236,724)              (3,426,420)      (1,009,167)

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

          Loss before extraordinary items                (5,738,012)      (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                 3,300,000                -                        -                -
                                                     ---------------  ---------------         ---------------- ----------------

          Net loss                                       (2,438,012)      (2,297,451)              (3,429,437)      (1,022,455)

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

          Net loss applicable to common shareholder$     (2,438,012)$     (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                 $          (0.02)$          (0.03)                   (0.02)           (0.01)
                                                     ===============  ===============         ================ ================

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


                                       2
<PAGE>


                               PRACTICEXPERT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   2005             2004
                                                                                                -----------      -----------
             CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                           <C>              <C>
                  Net loss                                                                    $ (2,438,012)    $ (2,361,191)
                  Adjustments to reconcile net loss to net cash used in
                     operating activities:
                      Impairment of intangible asset                                               502,921                -
                      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                       (3,339,196)         (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                                                                430,732        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        4,938,216
                                                                                                -----------      -----------

             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>

                                       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


<CAPTION>
                               Montana    Unallocated     Total
<S>                                                     <C>
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>
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.

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 $5,529135 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
$502,921 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 five succeeding years
ended September 30:

                           2006    $2,615,894
                           2007     1,045,961
                           2008       787,664,
                           2009       756,472
                           2010       255,155
Goodwill:
The Company has recorded  goodwill  through  purchase of subsidiaries  valued at
$4,430,630  (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:

<TABLE>
<CAPTION>
<S>                                                                                <C>
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
                                                                                   =========
-------------------------------------------------------------------- ------------ ---------------
</TABLE>



                                       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:

<TABLE>
<CAPTION>
                                                       September  30,  September 30,
                                                             2005       004__

<S>                                                             <C>        <C>
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                                       --          - .
                                                       ============ ============

</TABLE>

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>

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.


                                       14
<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 $20,702,404  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 $2,438,012,  or a basic and fully diluted loss per
common share of $0.02,  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 $3,300,000  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  $14,660,163,  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 $1,292,476 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.

         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.


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<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.


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<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: November 25, 2005           By: /s/ Michael Manahan
                                      --------------------------
                                      Michael Manahan
                                      Chief Financial Officer
                                      (Principal Financial Officer and
                                      Authorized Officer)


                                       19
<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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