SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

                  For the quarterly period ended June 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: 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.)

     10833 Washington Blvd, Culver City, CA            90232
     --------------------------------------         ----------
    (Address of Principal Executive Offices)        (Zip Code)


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

              (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, 2005, the number of outstanding shares of Common Stock of the
registrant was 142,188,255.

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, 2005........................1

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

         Consolidated Statements of Cash Flows for
         the six months ended June 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..............................................20

PART II - OTHER INFORMATION...................................................21

ITEM 1   LEGAL PROCEEDINGS....................................................21

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES
         AND USE OF PROCEEDS..................................................21

ITEM 3   DEFAULTS UPON SENIOR SECURITIES......................................22

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................22

ITEM 5   OTHER INFORMATION....................................................22

ITEM 6   EXHIBITS.............................................................22




<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                          2005 Restated
                                                                                            (Note 16)
                                                                                          -------------
<S>                                                                                      <C>
ASSETS

      CURRENT ASSETS:
          Cash & cash equivalents                                                        $    307,615
          Prepaid expenses                                                                    104,622
          Inventory                                                                           150,144
          Accounts receivable, net                                                          3,802,260
          Other receivables
                                                                                              -------
                 Total current assets                                                       4,364,641

      PROPERTY AND EQUIPMENT, net                                                             565,955

      OTHER ASSETS
          Deposits                                                                             21,771

      INTANGIBLES:
          Client list, net                                                                  6,351,148
          Software, net                                                                     1,029,107
          Goodwill                                                                          1,730,630
                                                                                          ------------

                                                                                            9,110,885
                                                                                          ------------

                                                                                           14,063,252
                                                                                          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES:
          Accounts payable & accrued expenses                                            $  3,352,089
          Notes payable - related parties                                                     114,633
          Notes payable                                                                     4,068,893
          Advances                                                                            422,781
          Deferred Revenue                                                                    886,745
          Other current liabilities, including related party
          debt of $139,703                                                                    193,748
          Dividends payable                                                                    15,306
                                                                                          ------------

                 Total current liabilities                                               $  9,054,195

      Notes Payable, related party - long term                                                 40,928
      Notes Payable - long term                                                               100,000
      Convertible Note payable

      COMMITMENTS

      STOCKHOLDERS' EQUITY
          Preferred stock - unclassified, authorized shares 36,000,000,  no par value
             none issued
          Preferred stock convertible - Series C, 6%, $.001 par value
             2,000,000 shares authorized; 41,170 issued and outstanding                            41
          Common stock, $.001 par value, 200,000,000 shares authorized;
             131,591,329 issued and outstanding                                               131,591
          Treasury Stock, 49,000 shares of common stock                                      (285,000)
          Additional paid in capital                                                       17,686,332
          Shares to be issued                                                                 732,995
          Accumulated deficit                                                             (13,397,831)
                                                                                         ------------

                 Total stockholders' equity                                                 4,868,128
                                                                                         ------------

                                                                                         $ 14,063,252
                                                                                         ============
</TABLE>

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





                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED                  THREE MONTHS ENDED
                                                                      JUNE 30,                           JUNE 30,
                                                        -------------------------------     -------------------------------
                                                         2005 Restated                      2005 Restated
                                                           (Note 16)            2004           (Note 16)            2004
                                                        -------------------------------     -------------------------------
<S>                                                     <C>               <C>               <C>               <C>
NET REVENUES                                            $  10,707,675     $   3,671,491     $   5,683,574     $   2,742,020

OPERATING EXPENSES                                         13,138,883         4,685,098         7,186,619         3,232,089
                                                        -------------     -------------     -------------     -------------


LOSS FROM OPERATIONS                                       (2,431,238)       (1,013,607)       (1,503,045)         (490,069)

NON-OPERATING INCOME (EXPENSE):
       Gain (loss) on settlement of debts                      39,196           (14,500)               --           (14,500)
       Loss on disposal of asset                                   --            (1,706)               --                --
       Legal settlement                                            --           (75,750)               --                --
       Miscellaneous                                               --                --                --            19,800
       Interest income                                          1,771               191               932               136
       Interest expense                                      (126,821)         (163,224)          (66,757)         (130,776)
                                                        -------------     -------------     -------------     -------------
                Total non-operating income (expense)          (85,855)         (254,989)          (65,825)         (125,340)
                                                        -------------     -------------     -------------     -------------

LOSS BEFORE INCOME TAX                                     (2,517,093)       (1,268,596)       (1,568,870)         (615,409)

INCOME TAXES                                                   (1,515)            6,400            (3,915)               --
                                                        -------------     -------------     -------------     -------------
LOSS BEFORE EXTRAORDINARY ITEMS                            (2,515,578)       (1,274,996)       (1,564,955)         (615,409)

EXTRAORDINARY ITEMS
       Gain on conversion of note                             600,000                             600,000                --
                                                        -------------                       -------------     -------------
NET INCOME (LOSS)                                          (1,915,578)       (1,274,996)         (964,955)         (615,409)

Dividend requirement for preferred stock                           --           (63,122)               --                --
                                                                          -------------
NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS     ($  1,915,578)    ($  1,338,118)    ($    964,955)    ($    615,409)
                                                        =============     =============     =============     =============

BASIC  WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING                              128,725,142        47,669,948       130,814,566        72,854,984
                                                        =============     =============     =============     =============
BASIC NET INCOME (LOSS) PER SHARE                       ($       0.01)    ($       0.03)    ($       0.01)    ($       0.01)
                                                        =============     =============     =============     =============
FULLY DILUTED INCOME (LOSS) PER SHARE                   ($       0.01)    ($       0.03)    ($       0.01)    ($       0.01)
                                                        =============     =============     =============     =============
</TABLE>

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


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   2005 Restated
                                                                      (Note 16)              2004
                                                                   ----------------------------------
<S>                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                              ($1,915,578)         ($1,338,118)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
         Impairment of intangible assets                                334,892                   --
         Depreciation and amortization                                1,705,006              566,314
         Loss on disposal of asset                                           --                1,706
         Gain on settlement of debts                                   (612,326)              14,500
         Shares issued for services and compensation                    165,284              629,783
         Shares to be issued for service                                     --                   --
         (Increase) decrease in current assets
              Accounts receivable                                    (1,864,614)          (1,017,694)
              Inventory                                                (150,144)                  --
              Prepaid expenses                                          (82,577)              (7,431)
              Other current assets                                      102,770              (27,239)
         Increase (decrease) in current liabilities:
              Accounts payable and accrued expense                      425,549              700,143
              Other current liabilities                                (156,390)                  --
              Deferred revenue                                          177,447                   --
              Dividends payable                                              --
         Increase in other assets-deposit                                (1,915)                  --
                                                                    -----------          -----------
     Total Adjustments                                                   42,982              860,082
                                                                    -----------          -----------
                 Net cash used in operating activities               (1,872,596)            (478,036)
                                                                    -----------          -----------

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                                       (137,980)
         Proceed from disposal of fixed asset                           796,000                   --
         Purchase of property & equipment                               (71,579)             (58,419)
                                                                    -----------          -----------
                 Net cash used in investing activities                  382,257           (4,446,399)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments on loans from related parties                         (99,813)              52,606
         Payments of notes payable                                     (220,000)            (985,552)
         Proceed from loan from related parties                       1,725,095                   --
         Proceed of notes payable                                            --                   --
         Proceed from subscription                                           --              126,978
         Cash received from shares to be issued                          11,269                   --
         Cash received from issuance of shares                               --            5,842,153
         Proceed from disposal of fixed asset                                --                1,500
                                                                    -----------          -----------
                 Net cash provided by  financing activities           1,416,551            5,037,685
                                                                    -----------          -----------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                      (73,788)             113,250
CASH & CASH EQUIVALENTS, BEGINNING BALANCE                              381,403               71,017
                                                                    -----------          -----------
CASH & CASH EQUIVALENTS, ENDING BALANCE                             $   307,615          $   184,267
                                                                    ===========          ===========
</TABLE>

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


                                       3
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

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

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

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

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

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




                                       4
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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)

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
six and three month periods ended June 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.




                                       5
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

PRINCIPLES OF CONSOLIDATION

<TABLE>
<CAPTION>


                           CA         ID        TX       OK          WV       NJ       Montana    Unallocated     Total
                       ---------  ---------  -------  ---------   -------  ---------  ----------  -----------   ----------
<S>                      <C>      <C>        <C>      <C>         <C>      <C>          <C>        <C>          <C>
Sales                    515,339  2,007,427  573,120  4,956,057   191,107  2,464,625                            10,707,675
Operating
  income (loss)       (1,351,033)   209,732   38,115    896,615   (19,587)  (289,685)              (1,708,392)  (2,224,235)
Total assets             243,171    835,064  421,654  2,368,638    27,892  1,348,389               11,859,801   17,104,609
Capital
  Expenditure              4,929      1,183   21,113      1,500    42,854                                           71,579
Depreciation
  and amortization         1,546     23,930    3,191     46,426    14,448     61,832                1,553,633    1,705,006

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

                                                                                                                  Total
                                                                                                                 ---------
Sales                    584,885  1,079,216  251,822  1,513,358   191,937                 50,082                 3,671,300
Operating
  income (loss)         (838,909)    50,746  (15,492)   394,331   (45,657)               (37,336     (448,022)    (940,339)
Total assets             717,544    391,238  414,307  1,441,439    60,180                 17,572    6,327,328    9,369,608
Capital
  Expenditure            137,980                         19,119                                                    157,099
Depreciation
  and amortization        47,346     28,405   16,667     13,655    12,219                      0      128,739      247,031
</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 December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments." The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations




                                       6
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired. In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.

NOTE 2 - INTANGIBLE ASSETS

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

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

SOFTWARE:

The Company capitalizes the cost of software and software licenses acquired from
third party providers or acquired through acquisition. (Note 7) The costs of
acquired software are amortized over three years. The Company makes on-going
evaluations of the recoverability of its capitalized software by comparing the
amount capitalized for each product to the estimated net realizable value of the
product. If such evaluations indicate that the unamortized software costs exceed
the net realizable value, the Company writes off the amount by which the
unamortized software costs exceed net realizable value. The amortization amounts
for the six and three month periods ended June 30, 2005 were $219,534 and
$105,356, respectively, which compares to $57,349 and $30,516 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 six
and three month periods ended June 30, 2005, the Company capitalized no internal
and external costs incurred to develop internal-use computer software. The
amortization amounts for the six and three month periods ended June 30, 2005 was
$219,534 and $105,356, respectively. which compares to $57,349 and $30,516 for
the same time periods in 2004.




                                       7
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Client lists:

The Company has client lists acquired through purchase of subsidiaries valued at
$6,351,148 and $6,667,204 as of June 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
six and three month periods ended June 30, 2005 was $334,892 and $0
respectively. The amortization expense for the six and three month periods ended
June 30, 2005 was $1,353,633 and $673,069 respectively, which compares to
$465,697 and $400,493 for the same time periods in 2004

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

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

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


GOODWILL:

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

NOTE 3 - COMMON STOCK

ISSUANCE OF SHARES FOR SERVICE

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

During the first quarter of 2005 the Company issued 12,473,890 shares of
restricted common stock valued at $1,625,000 as part of the purchase
consideration for the acquisition of Physician Informatics, Inc. (Note 7).
During the second quarter of 2005 the Company issued 1,630,440 shares of
restricted common stock valued at $165,284 as part of services rendered to the
Company and 222,017 shares of restricted common stock valued at $66,605 as part
of sale of stock to investors.

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 $121,471 for interest during the six
month period June 30, 2005. The Company paid $0 for income tax and $158,349 for
interest during the six month period ended June 30, 2004.

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.




                                       8
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Basic and diluted net income (loss) per share for the six and three months ended
June 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 June 30, 2005 and 2004 since
all the warrants and options outstanding are not 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 an accumulated deficit of
$10,490,828 as of June 30, 2005 including the current period income of $991,425.
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, 2005, towards (i) obtaining debt financing (ii)
controlling of salaries and general and administrative expenses, and (iii)
management of accounts payable.

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:




                                       9
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                       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:


                                       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
                                      ===========



                                       10
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As additional consideration, the Company agreed to issue Company's Common Stock
to the shareholders of PI (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 PI (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 PI (Cayman) which offset the
Goodwill.

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:



Accounts payable                $ 2,420,982
Accrued expenses                    436,572
Accrued payroll and benefits        468,800
Payroll tax payable                  25,735
                                -----------
                                $ 3,352,089
                                ===========



NOTE 9 - NOTES PAYABLE, RELATED PARTIES

Notes payable to related parties consist of the following:

Notes payable- Shareholder, interest free, due on demand $ 63,789 Notes payable-
shareholder bearing interest at 8%, due on


 Feb. 17, 2007, unsecured                                          91,772
                                                               ----------
Total                                                             155,561
Less: non-current portion                                          40,928
                                                               ----------


Current portion $ 114,633

NOTE 10 -NOTES PAYABLE


Note payable- interest rate 6.5%, due on Feb. 25, 2005         $   93,910
Notes payable- interest rate 10%, due in May 2005                  55,000
Line of Credit- interest rate LIBOR plus .625%                  3,776,000
Note payable-interest rate 7%                                     100,000
Notes payable & Credit lines                                      278,338
                                                               ----------
Total                                                           4,303,248
Less: non-current portion                                         100,000
                                                               ----------
Current portion                                                $4,203,248
                                                               ==========






                                       11
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

NOTE 12 -DEFERRED REVENUE

The Company has a balance of $886,745 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                       $  139,703
Credit lines payable                                 54,045
                                                 ----------
                                                 $  193,748
                                                 ==========



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
June 30:



              2006              $  560,043
              2007                 384,601
              2008                 294,847
              2009                 283,004
              2010                 124,350
                                ----------
Total minimum lease payments    $1,646,845
                                ==========






                                       12
<PAGE>

                               PRACTICEXPERT, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The rent expense was $416,753 and $218,923 for the six and three month periods
ended June 30, 2005, respectively, which compared to $133,670 and $76,106 for
the same time periods in 2004.

NOTE 15 - 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, 2005, the Company
incurred net operating losses for tax purposes of approximately $4,493,000 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, 2005 comprised mainly of net operating loss carry forward. The gross
deferred tax asset balance as of June 30, 2005 was approximately $1,797,000. A
100% valuation allowance has been recorded for the deferred tax assets due to
the uncertainty of its realization. No provision for income tax is made in the
statement of operation for the six months ended June 30, 2005 because of the net
operating losses carried forward.

NOTE 16 - RESTATEMENT OF QUARTERLY FINANCIAL STATEMENTS

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

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


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

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

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


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




                                       13
<PAGE>

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

FORWARD-LOOKING INFORMATION

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS OF PRACTICEXPERT, INC. AND THE NOTES THERETO APPEARING
ELSEWHERE IN THIS FILING. STATEMENTS IN THIS MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND ELSEWHERE IN THIS
REPORT THAT ARE NOT STATEMENTS OF HISTORICAL OR CURRENT FACT CONSTITUTE
"FORWARD-LOOKING STATEMENTS."

This report contains certain forward-looking statements regarding management's
plans and objectives for future operations including plans and objectives
relating to our planned marketing efforts and future economic performance. The
forward-looking statements and associated risks set forth in this report include
or relate to, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, (e) our ability
to achieve adequate intellectual property protection for our future products and
(f) our anticipated needs for working capital. These statements may be found
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations", as well as in this report generally. Actual events or results
may differ materially from those discussed in forward-looking statements as a
result of various factors described in this report generally. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this report will in fact occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on assumptions that that demand for our products and services will
significantly increase, that our Chief Executive Officer and President, Chief
Financial Officer and Executive Vice President will remain employed as such,
that our forecasts accurately anticipate market demand, and that there will be
no material adverse change in our operations or business or in governmental
regulations affecting us, our clients and/or suppliers. The foregoing
assumptions are based on judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Accordingly, although we believe that the assumptions
underlying the forward-looking statements are reasonable, any such assumption
could prove to be inaccurate and therefore there can be no assurance that the
results contemplated in forward-looking statements will be realized. In
addition, there are a number of other risks inherent in our business and
operations, which could cause our operating results to vary markedly, and
adversely from prior results or the results contemplated by the forward-looking
statements. Growth in absolute and relative terms and selling, general and
administrative expenses or the occurrence of extraordinary events could cause
actual results to vary materially from the results contemplated by the
forward-looking statements. Management decisions, including budgeting, are
subjective in many respects and periodic revisions must be made to reflect
actual conditions and business developments, the impact of which may cause us to
alter marketing, capital investment and other expenditures, which may also
materially adversely affect our results of operations. In light of significant
uncertainties inherent in the forward-looking information included in this
report, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives or plans will be
achieved.




                                       14
<PAGE>

Some of the information in this report contains forward-looking statements that
involve substantial risks and uncertainties. Any statement in this report and in
the documents incorporated by reference into this report that is not a statement
of an historical fact constitutes a "forward-looking statement". Further, when
we use the words "may", "expect", "anticipate", "plan", "believe", "seek",
"estimate", "internal", and similar words, we intend to identify statements and
expressions that may be forward-looking statements. We believe it is important
to communicate certain of our expectations to our investors. Forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions that could cause our future results to differ
materially from those expressed in any forward-looking statements. Many factors
are beyond our ability to control or predict. In such a case, the trading price
of our common stock could decline and you could lose all or part of your
investment. You are accordingly cautioned not to place undue reliance on such
forward-looking statements. We have no obligation or intent to update publicly
any forward-looking statements whether in response to new information, future
events or otherwise.

OVERVIEW

PracticeXpert, Inc., a Nevada corporation, 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 were
incorporated under the name Engineering Services, Inc., on July 13, 1984. Since
then, we have undergone a series of corporate name changes by amending our
articles of incorporation, and discontinued a number of our businesses. On
November 27, 2000, we changed our name to Thaon Communications, Inc., and,
subsequently, acquired and commenced certain media and communications
businesses, all of which were discontinued or sold. On July 9, 2003, we changed
our name to PracticeXpert, Inc.

Prior to our name change to PracticeXpert, Inc., on April 11, 2003, we entered
into a stock purchase agreement with Practice Xpert Services Corp., a California
corporation. Pursuant to this agreement, we purchased 92% of the outstanding
shares of capital stock of Practice Xpert Services Corp. The shareholders of
Practice Xpert Services Corp. received 7,670,596 shares of our common stock and
1,845,000 shares of our Series C Preferred Stock, constituting 72.75% of our
voting securities. As a condition thereto, our existing officers resigned and
our board of directors appointed the executive officers of Practice Xpert
Services Corp. to serve as the executive management team.

On June 27, 2003, we entered into a stock purchase agreement for the sale of all
of the outstanding shares of capital stock of Clover, Inc., one of our
wholly-owned subsidiaries, to one of our former directors, in exchange for the
repurchase by us of 100,000 shares of our common stock from such director.
Clover was an operating subsidiary of one of our predecessor businesses.




                                       15
<PAGE>

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

On April 28, 2004, we raised $5.8 million from investors pursuant to the sale of
shares of our common stock and warrants to purchase shares of common stock in an
offering exempt from the registration requirements under the Securities Act of
1933, as amended. This transaction was immediately followed by the filing of a
Form SB-2 Registration Statement with the Securities and Exchange Commission to
register such shares of common stock and common stock underlying the warrants in
a public offering, which was declared effective by the Securities and Exchange
Commission ("SEC") on August 13, 2004, and currently remains effective. Such
investors purchased 48,333,347 shares of our common stock at a price of $0.12
per share, and five-year warrants to purchase 48,333,347 shares of common stock
at an exercise price of $0.30 per share. H.C. Wainwright & Co. Inc., a Wall
Street investment banking firm, acted as the exclusive placement agent in
connection with the foregoing. H.C. Wainwright & Co. Inc., and its designees,
received warrants to purchase 9,666,668 shares of our common stock, as an
investment banking fee and certain cash consideration for the services provided
to us.

On April 29, 2004, we completed the acquisition of Cancer Care Network, Inc.,
located in Oklahoma City, Oklahoma, which specializes in radiation and medical
oncology billing and management for a purchase price of $5,500,000. The purchase
price consisted of a lump sum cash payment of $4,100,000, the issuance of
$500,000 in shares of common stock, subject to an increased adjustment on the
first and second anniversary date of 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 is payable in 10 monthly installments of principal and
interest.

On September 1, 2004, we disposed of Healthcare Billing Solutions, Inc., by
agreeing to mutually rescind the stock purchase agreement entered into
previously with the seller. The operating results from Healthcare Billing
Solutions, Inc. are presented separately in our financial statements under "Loss
on disposal of subsidiary, net".

On January 3, 2005, we acquired Physician Informatics, Inc., doing business as
PracticeOne ("PracticeOne"), a provider of practice management and clinical
management solutions, including outsourced medical billing and administrative
services, as well as proprietary practice and clinical management software.
Under the terms of our agreement, we issued to the shareholders of PracticeOne
12,500,000 shares of our common stock, and assumed a $4 million promissory note
payable to its majority shareholder. Additional purchase price consideration is
payable to the shareholders as an earn-out based upon PracticeOne's results of
operations subsequent to the closing. Furthermore, such majority shareholder has
guaranteed a revolving credit facility between PracticeOne and a major financial
institution that will provide us an additional $2,000,000 in borrowing capacity
for any potential future corporate acquisitions, as determined by our Board of
Directors.




                                       16
<PAGE>

RESULTS OF OPERATIONS

The following sections discuss the results of operations for the three and six
month periods ended June 30, 2005, compared to the results of operations for the
three and six month periods ended June 30, 2004, 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, 2004, and reports previously filed
with the SEC under the Securities Exchange Act of 1934, as amended.

Net revenue was $5,683,574 for the three months ended June 30, 2005 compared to
net revenue of $2,742,020 for the three months ended June 30, 2004. Revenues in
the 2005 period were greater primarily as a result of new business, and as a
result of the acquisition of Cancer Care Network in May, 2004, and PracticeOne
in January, 2005.

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, we have decided to discontinue
using these reporting classifications. We consider our customers - independent
physicians, physician groups, and clinics - to be of one classification, as all
of our products and services are offered to all customers within our target
customer base. Further, the services performed for customers who receive
Management services are in many instances identical to the services performed
for customers who receive Medical billing and related services. For financial
statement purposes, we do segment revenues and certain other information by
geographic region. See "Notes to Unaudited Consolidated Financial Statements".

Our operating expenses for the three months ended June 30, 2005 were 7,186,619
compared to $3,232,089 for the three months ended June 30, 2004. Operating
expenses increased in 2005 over 2004 due to expenses related to servicing new
business, the added costs from the operations of new acquisitions, costs
associated with the amortization of acquired client lists and software, new
sales and marketing initiatives and expenses related to the continued pursuit of
acquisition opportunities.

Included in operating expenses are the expenses of operating two specific cancer
treatment facilities. Included in those treatment facility expenses are the
costs of drugs administered to patients. Historically, these drugs have been
purchased and immediately expensed, as typically these drugs are used within a
short period of their purchase. However, these drugs represent a significant
cost, and if drugs are purchased and not used immediately, the result will be a
spike in operating expenses, in relation to revenues. During the quarter ended
June 30, 2005, $150,144 worth of drugs were purchased, and not used in the
quarter. These drugs have been reported as an asset on our consolidated balance
sheet at June 30, 2005, as Inventory. During the quarter ended June 30, 2005, an
additional $1,536,477 of drugs were administered to patients, and the related
costs were included as operating expenses.




                                       17
<PAGE>

We had a net loss of $964,955, or a basic net loss per common share of $0.01 and
a fully diluted net loss per common share of $0.01, for the three months ended
June 30, 2005 compared to 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.
The net income for the current three month period includes expenses of
$1,189,748 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 net income includes
$433,790 of operating expenses relating to the operations of PracticeOne, which
was acquired in January 2005. Under the terms of the purchase agreement, the
previous owners are obligated to reimburse us for these operating expenses.
However, upon the advice of our independent auditors, we have determined that
the proper treatment for these expenses is to include them on the income
statement as expenses, and to credit the cash payments from the previous owners
of PracticeOne against the goodwill of the business.

Net revenue was $10,707,675 for the six months ended June 30, 2005 compared to
net revenue of $3,671,491 for the six months ended June 30, 2004. Revenues in
the 2005 period were greater primarily as a result of new business, and as a
result of the acquisition of Cancer Care Network in May, 2004, and PracticeOne
in January, 2005.

Our operating expenses for the six months ended June 30, 2005 were $13,138,883
compared to $4,685,098 for the six months ended June 30, 2004. Operating
expenses increased in 2005 over 2004 due to expenses related to servicing new
business, the added costs from the operations of new acquisitions, costs
associated with the amortization of acquired client lists and software, new
sales and marketing initiatives and expenses related to the continued pursuit of
acquisition opportunities.

Included in operating expenses are the expenses of operating two specific cancer
treatment facilities. Included in those treatment facility expenses are the
costs of drugs administered to patients. Historically, these drugs have been
purchased and immediately expensed, as typically these drugs are used within a
short period of their purchase. However, these drugs represent a significant
cost, and if drugs are purchased and not used immediately, the result will be a
spike in operating expenses, in relation to revenues. During the six month
period ended June 30, 2005, $150,144 worth of drugs were purchased, and not used
during the period. These drugs have been reported as an asset on our
consolidated balance sheet at June 30, 2005, as Inventory. During the six month
period ended June 30, 2005, an additional $2,419,699 of drugs were administered
to patients, and the related costs were included as operating expenses.

We had a net loss of $1,915,578, or a basic net loss per common share of ($0.01)
and a fully diluted net loss per common share of ($0.01) for the six months
ended June 30, 2005 compared to 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. The net income for the current six month period includes expenses of
$1,859,765 in depreciation, amortization and the write-down in value of




                                       18
<PAGE>

intangible assets to estimated realizable value, primarily related to acquired
client lists and acquired software. In addition, the net income includes
$796,000 of operating expenses relating to the operations of PracticeOne, which
was acquired in January 2005. Under the terms of the purchase agreement, the
previous owners are obligated to reimburse us for these operating expenses.
However, upon the advice of our independent auditors, we have determined that
the proper treatment for these expenses is to include them on the income
statement as expenses, and to credit the cash payments from the previous owners
of PracticeOne against the goodwill of the business. Net income also includes a
one time gain on the conversion of note of $600,000. Also, during the six month
period we were able to obtain $165,284 in consulting, advisory and other
services through the issuance of unregistered common stock.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2005, we had $307,615 in cash and cash equivalents. Current
assets at June 30, 2005 were $4,364,641, compared to current liabilities of
$9,054,195, resulting in a working capital deficit of $4,689,554. This compares
to a working capital deficit at March 31, 2005 of $5,038,743. Of the current
liabilities at June 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,
$886,745 relates to deferred revenue on software sales, $3,776,000 is
outstanding on the Citibank, N.A. revolving credit facility, and approximately
$767,173 is due to, or advances from, officers, directors, significant
shareholders and former owners of certain of PracticeXpert's subsidiaries.

Our only sources of liquidity are our bank accounts, our unused credit
facilities, which at June 30, 2005 were $224,000 and our revenues. We received
$11,269 during the six months ended June 30, 2005 from the sale of stock to
investors. During the six months ended June 30, 2005, we used $1,872,596 in
capital to fund operations, we received $1,416,551 in advances on notes payable,
net of principal payments made, we purchased equipment for operations totaling
$71,579, and we used $342,164 for acquisitions, net of cash received with
acquisitions. During the six month period we were able to obtain services valued
at $165,284 through the issuance of unregistered common stock. We continue to
seek capital, primarily for expansion plans.

At March 31, 2005 long term liabilities included a $1,300,000 note payable to
the former majority shareholder of PracticeOne. This note was non-interest
bearing, and was convertible to 10,000,000 million shares of common stock, at
the conversion price of $0.40 per share, at any time at our option and at any
time on or following the 181st calendar day after the closing date at the option
of majority shareholder. During the three month period ended June 30, 2005 we
elected to convert this note into common stock. The stock to be issued to retire
this note was valued at $700,000 based on the then current market price,
resulting in a gain on the conversion of note of $600,000.

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.




                                       19
<PAGE>

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.

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.




                                       20
<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 AND USE OF PROCEEDS

During the three month period ended June 30, 2005, we issued 1,317,329 shares of
common stock, in a private offering exempt from the registration requirements
under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof,
in exchange for services to certain consultants, advisors and service providers
of the Company, and 313,111 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 of 1933, as amended.

During the three month period ended June 30, 2005, we issued 222,017 shares of
common stock to accredited investors, in a private offering exempt from the
registration requirements under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof, at a purchase price of $0.30 per share for net proceeds
to the Company of $66,605, of which $55,340 was received in 2004. 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 of 1933,
as amended.

On June 1, 2005, we issued to Meridian Commercial Healthcare Finance, LLC
warrants to purchase 900,000 shares of common stock at an exercise price of
$0.30 per share, expiring on June 1, 2015, in connection with a loan. The
issuance of the warrants was exempt from the registration requirements under the
Securities Act of 1933, as amended, 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 of 1933, as amended.

On July 12, 2005, we settled a transaction for the issuance of an aggregate of
10.0 million shares of common stock in a private offering exempt from the
registration requirements under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof, for the total consideration of $4.0 million, or $0.40
per share, to one investor, PI (Cayman) Limited, a company organized




                                       21
<PAGE>

and existing under the laws of the Cayman Islands. Under the terms of this
transaction, a convertible promissory note (the "Note") dated January 3, 2005,
in the principal amount of $4.0 million was issued by PracticeXpert Systems,
Inc., formerly Physician Informatics, Inc., our subsidiary, as debtor, to PI
(Cayman) Limited, as lender, whereupon, we exercised our conversion option, as
set forth in the Note, effective on June 30, 2005, to convert the Note into
shares of common stock . PI (Cayman) Limited represented its intention to the
registrant 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. We believe that PI
(Cayman) Limited is an "accredited investor", as that term is defined in Rule
501 promulgated under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

1. The following Exhibits are filed herein:



            No.         Title
            ----        --------------------------------------------------------
            31.1        Certification of Chief Executive Officer and President
                        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






                                       22
<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: May 2, 2006                    By: /s/ Jonathan Doctor
                                          --------------------------------------
                                          Jonathan Doctor
                                          Chief Executive Officer and President,
                                          Director
                                         (Principal Executive Officer)


DATED: May 2, 2006                    By: /s/ Michael Manahan
                                          --------------------------------------
                                          Michael Manahan
                                          Chief Financial Officer, Director
                                         (Principal Financial Officer and
                                          Principal Accounting Officer)






                                       23
<PAGE>

                                INDEX TO EXHIBITS



No.            Title
-----          -----------------------------------------------------------------
31.1           Certification of Chief Executive  Officer and President  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






                                       24