U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB/A (2)





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES
EXCHANGE ACT OF 1934.





For the
fiscal year ended December 31, 2007.


Commission
File No. 333-107826





PATIENT
PORTAL TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            02-0656132(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer ID No.)








8276 Willett Parkway,
Baldwinsville, NY 13027


(Address
of Principal Executive Offices)





Registrant's
telephone number, including area code: (315) 638-6708








Securities
registered pursuant to Section 12 (b) of the Act:


NONE





Securities
registered pursuant to Section 12 (g) of the Act:


Common
Stock, $.001 par value





Check  whether
the issuer (1) filed all reports  required to be filed by Section 13
or 15(d) of
the  Securities  Exchange  Act  during
the past 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such
filing  requirements  for the past 90 days.


Yes: X    No:
____




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be
contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference  in Part
III of this Form,  10-KSB or any amendment to this Form
10-KSB. X





Indicate
by check mark whether the  Registrant is a shell company [as defined
in Rule 12b-2 of the Exchange Act].


Yes: ____  
 No: X




State
issuer's revenues for its most recent fiscal
year:  $3,868,299.














The  number  of  shares  of  Common  Stock  outstanding  as
of April 4,  2008 was 36,040,707.  As of such date, the
aggregate  market value of the voting stock of the registrant held by
non-affiliates was approximately $19,456,000 based on the
average  of the best closing bid and ask prices ($1.52) for such
common stock as  reported on the OTC Bulletin Board on such
date.





DOCUMENTS
INCORPORATED BY REFERENCE




Portions
of the Company’s definitive proxy statement for its annual meeting of
shareholders to be held on June 11, 2008 which the Company intends to file
within 120 days after the end of the Company’s fiscal year ended
December 31, 2007 are incorporated by reference into Part III
hereof.




Indicate
by check mark whether Transitional Small Business Disclosure Format: Yes
____  No X








SUPPLEMENTAL
INFORMATION





See
"Supplemental Information and Exhibits" with respect to additional documents
furnished or to be furnished to the Securities  and
Exchange  Commission but not deemed to be "filed" with
the  Securities  and Exchange  Commission or
otherwise subject to liabilities of Section 18 of the Securities
Act.





Affiliates
for the purposes of this item refer to the officers, directors and/or any
persons or firms owning 5% or more of the
Company's common stock, both of record and
beneficially.
















Patient
Portal Technologies, Inc.


FORM
10-KSB


Fiscal
Year Ended December 31, 2007











TABLE OF
CONTENTS





PART
      IItem
      1
            BUSINESS
            1Item
      1A
            RISK
      FACTORS
            8Item
      2
            PROPERTIES
            14Item
      3
            LEGAL
      PROCEEDINGS
            15Item
      4
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15PART
      IIItem
      5
            MARKET
      FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS
            16Item
      6
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS AND PLAN OF
      OPERATIONS
            18Item
      7
            FINANCIAL
      STATEMENT AND SUPPLEMENTARY DATA
            F1-F15Item
      8
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            23PART
      IIIItem
      9
            DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
            24Item
      10
            EXECUTIVE
      COMPENSATION
            24Item
      11
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            24Item
      12
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            24PART
      IVItem
      13
            EXHIBITS,
      SCHEDULES AND REPORTS ON FORM 8-K
            24Item
      14
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES
            24Signatures
            
            25
















PART
I





ITEM
      1
            BUSINESS





CORPORATE
INFORMATION





The
Company is a Delaware corporation which was originally organized on November 22,
2002 as Suncoast Naturals, Inc. and commenced business operations in January,
2003. Pursuant to a Registration Statement filed in accordance with the
Securities Act of 1933, as amended, and declared effective by the Securities and
Exchange Commission on July 3, 2004, the Company in October, 2004 distributed
499,282 Shares of its Common Stock to shareholders of record of The Quigley
Corporation.




On
December 8, 2006, Patient Portal Connect, Inc. of Palm Beach Gardens, Florida, a
Delaware corporation organized in May 2006, acquired approximately 80% of the
capital stock of Patient Portal Technologies, Inc. in a tax free exchange that
resulted in the shareholders of Patient Portal Connect, Inc. owning 17,500,000
shares of Common Stock of Patient Portal Technologies, Inc., as part of a
“reverse” transaction.   As a result of this
transaction, Patient Portal Connect, Inc. (hereinafter
referred to as “PPC”) became a wholly-owned operating subsidiary of
the Company.


Through
this acquisition of PPC, we became a leading provider of
innovative technology solutions for healthcare institutions.  The
company's products and services utilize a state-of-the-art proprietary software
platform that controls bedside patient communications by converting existing
television infrastructure into an intelligent network. The company uses their
technology to create a communication portal that allows many third parties to
communicate and exchange information in a cost effective way. This solution
allows the company to offer many services that optimize patient satisfaction and
outcomes, reduces administrative costs, and maximizes reimbursement for their
customers.




To
provide funds for acquisition purposes, on November 1, 2007, we entered into a
$7,000,000 convertible debenture agreement with Dutchess Private Equities Fund,
LTD (“Dutchess”). If Dutchess elects to convert its debentures (the
“Debentures”) into shares of common stock, par value $0.001 (the “Common Stock”)
of the Company, the conversion price for their shares of Common Stock is the
lower of 85% of the lowest closing bid during the previous twenty day period
prior to the conversion or $.46. Part of the financing transaction included
issuing warrants to purchase up to 22,826,086 shares of the company’s common
stock at a price of $.46 per share. The warrant agreement expires on November 1,
2012. Dutchess’ overall ownership in the Company is limited to 4.99% of the
then outstanding shares of Common Stock, in accordance with the financing
documents.  As a result, the number of shares issuable to Dutchess,
upon conversion of the Debenture and exercising of its warrants, could
potentially be materially adverse to current and potential investors. Although
there is a restriction on ownership of 4.99%, Dutchess is free to sell any
shares issued to them  into the market, thereby enabling Dutchess to
systematically convert the remaining Debentures or exercise additional Warrants
into shares of Common Stock.





1





On
November 2, 2007, we acquired 100% of the capital stock of TB&A
Hospital Television, Inc. (hereinafter "TB&A") for a cash purchase price of
approximately $3,800,000 and assumption of debt. The consideration issued in the
stock purchase was determined as a result of arm's-length negotiations between
the parties.




Following
this acquisition, we are carrying on the business operations of TB&A as a
wholly-owned subsidiary. Prior to the stock purchase, there were no material
relationships between us and TB&A or any of our respective affiliates,
directors or officers, or any associates of the respective officers or
directors.




The
Company's offices are located at 8276 Willett Parkway, Suite 200, Baldwinsville,
New York 13027. The telephone number is (888) 774-3579. The Company's website is
www.patientportal.com.




OUR
PLAN OF OPERATIONS




Our
Company, through its operating subsidiaries, Patient Portal Connect, Inc. (PPC)
and TB&A Hospital Television, Inc., is well positioned to be the premier
provider of information and communication based solutions in the healthcare
industry. Having developed the industry's newest, leading-edge
communication/information platform for the healthcare industry, PPC is poised to
capture a significant  segment of the multi-billion  dollar
healthcare market. Its proprietary systems were developed in close coordination
with hospital industry partners to provide multi-layer functionality across a
wide spectrum of critical patient-centric workflows that result in immediate
improvements in cost savings, patient outcomes, and revenue growth for
hospitals.  Our systems and solutions are designed to integrate with
existing hospital systems and processes to improve outcomes in today's
healthcare environment.




The
company’s technology allows it to leverage the hospitals existing television and
cable infrastructure to create a communication portal for patients and third
parties.




Nationwide,
the demand for more customized healthcare has resulted in a greater need for
improved productivity, efficiency, and customer service in hospitals and other
healthcare institutions. We have has pioneered the development of integrated
software applications that combine  technology and industry expertise
with unique customization designed to better manage the hospital/patient
relationship and improve hospital operational processes. Further, our solutions
enable hospitals to achieve compliance with strict government mandates that
affect reimbursements by requiring measured improvements in productivity,
efficiency, and patient satisfaction. Our proven technologies provide tremendous
economic benefit for healthcare providers.







2





We intend
to rapidly gain market share by leveraging strategic relationships and by
acquiring companies with existing hospital contracts. Our acquisition strategy
will enable us to achieve greater profitability, grow rapidly, and quickly gain
first-mover advantage. Our proprietary technology platform allows us to create
additional revenue streams with minimal cost by accessing enhanced service
modules as market demand changes.  This scalable architecture creates
even greater profitability by enabling multiple services to be delivered over
our service delivery platform.




We
believe that our Company is positioned to quickly react to the requirements of
an ever-changing healthcare industry. Unlike the costly, capital-intensive and
stand-alone products offered by our industry competitors, our sophisticated
technology platform offers flexible solutions and functionalities that are
universal enough to have broad appeal while still allowing for a level of
customization that is necessary to integrate with a hospital's existing legacy
system, and at an affordable cost. Our flexible platform also enables the
healthcare providers to fulfill the government's newest mandates for a full
"continuum of care" from the hospital to the home. This unique ability enables
us to present a tailored solution to our customers at a cost-effective price and
will significantly enhances our ability to capture significant market share
nationwide.




Our
products and services enable hospitals to improve patient flow, enhance patient
satisfaction, and create long-term relationships with patients as they move from
hospital to home. In so doing, hospitals gain productivity and efficiency
enhancements, reduce the burden on staff and increase cash flow by optimizing
reimbursements from third-party sources including Medicare and private
insurers.




The
company has adopted a multi year subscription revenue model that is based on
patient interactions. They have long term contracts with third parties that pay
the company on a per patient basis based upon a variety of factors. This
approach provides the company with an ability to increase revenue as patient
flow and services increase.




PATIENT
PORTAL PRODUCTS AND SERVICES




Many
hospitals are plagued with decentralized workflows and vertical silos of
information that create redundant, costly processes and a disjointed patient
experience. Competition and consumers are demanding change. There is increasing
need to improve communication with the patient before, during and after their
hospital stay. To accomplish this, hospitals need better systems and information
services to assist them in meeting their goals.












3





Our
strategy is establishing hospital relationships that utilize our proprietary
technology platform. This platform utilizes the existing television and cable
infrastructure to caret a communication portal that can be delivered to the
patient bedside. This portal can be utilized by any number of third parties
including the hospitals, drug and heath companies, patient education services
and family members creating numerous revenue possibilities.




Our core
system was created as an outcome of working with
our hospital partners in a live laboratory to create
a solution that is cost-effective, scalable, and allow for
seamless and transparent integration into the hospital's legacy systems and
culture.


The
following is a brief description of some of the principal products and services
which we deliver to our customers utilizing the information and power of the
communication portal platform:




HealthCast (TM)
Patient Network System: In March 2007 we acquired a 9%
interest in Omnicast, Inc in exchange for 2,950,000 shares of the company’s
common stock. Omnicast, Inc. is a leading-edge technology and media provider
that offers a variety of customized education and entertainment solutions for
the healthcare industry.
  As
a part of this acquisition agreement the company received an exclusive
technology license for the newly developed communication portal, HealthCast
Patient Network System. We believe that HealthCast will fundamentally
change the way patient communications at the bedside are managed leading to
significant revenue opportunities. HealthCast is the first suite of customized
hospital television channels that invites viewers to interact with channel
programming and delivers condition-specific content directly to a patient's TV,
IP phone, or home computer.  HealthCast features an exclusive digital
signage platform that promotes an unparalleled level of communication by
simultaneously showing video, an information scroll, and additional customized
messaging to a single patient, certain patient groups, or to specific areas of
the hospital.  HealthCast is the only patient network that puts the
hospital in control of multiple information streams for an unprecedented level
of communication and education for patients and families.  In
addition, HealthCast's proprietary platform captures viewing metrics so
hospitals can document educational content delivery for pay-for-performance
reimbursement, and commercial sponsors can respond to patient viewing
habits.




HealthCast's
Foundation Channel, Education Services Channel, and MyMail station present
personalized content to specific patients.  In turn, patients have
opportunities to interact with the multimedia platform to respond to channel
content, such as with live auctions on the Foundation Channel, text messaging or
E-Greetings on MyMail, or by answering questions to win prizes after watching
condition-specific educational programming.







4





MedEx:
TheCompany provides a turn key medication
management solution to hospitals that improves the hand-off of prescription
drugs when patients are discharged. The company controls the process on behalf
of the hospital or ambulatory care center, by deploying its technology to manage
the information flow between the parties in addition  to being the
primary interface between the healthcare provider, patient and prescription drug
fulfillment company. The service involves providing the patient with free home
delivery of prescription drugs within a short window of time after discharge.
This service is provided in conjunction with national or regional drug
fulfillment companies. This service also provides an opportunity to extend and
manage the patient relationship into the home environment. The service is
provided on a per patient basis for both inpatients as well as
outpatients.




Instant Response
Line:   An interactive, live response solution that
enables patients to log a non-medical need, which is electronically transferred
to an appropriate hospital department for resolution in a timely
fashion.  Putting the hospital in proactive mode, improves
interdepartmental communication, and adds an unparalleled level of customer
service for the patient.  A key element to the success of this system
is time-stamped reporting that allows administrators to see how quickly and
efficiently their staff responds.  Administrators can request
immediate notification regarding certain calls for direct intervention and
response.  Instant Response Line provides a single point of contact
for all patient problems and leads to greater patient satisfaction.




Quick Pulse
Surveys:   Quick inpatient surveys allow hospital
administrators to keep their "finger on the pulse" of what patients are thinking
while in house--a vastly different concept from industry standard post-discharge
surveys hospitals typically employ.  This customized service focuses
on finite issues, allowing the hospital to direct specific, timely
solutions.  A key differentiator between our service and competing
survey services is our ability to collect patient response data in real time
while the patient is still involved in the experience.  The data is
also made available in real-time with follow-up analysis available so hospitals
can benchmark and measure improvements, putting the hospital in compliance with
pay-for-performance government initiatives.




VIRTUAL
NURSE(TM) MARKETING AGREEMENT




In April,
2007, we acquired a 9% minority interest in Virtual Nurse, Inc.  of
Palm Beach Gardens, FL, in exchange for 750,000 shares of the company's common
stock and entered into a joint Marketing Agreement to introduce Patient Portal
and Virtual Nurse(TM) services to healthcare institutions throughout the United
States.




Virtual
Nurse's mission is to provide healthcare organizations with efficient,
cost-effective nursing solutions.  It offers the highest quality of
care through experienced, skilled, productive, and motivated nurses who benefit
from the convenience of working at home on a flexible time
schedule.  As a result, it is able to give healthcare facilities
assurance that every patient receives condition-specific education before
entering their facilities and ensure that every assessment has been carefully
documented and delivered on time.












5





Virtual
Nurse's “PASS” (Pre-Admission Screening Services) program fulfills a critical
need in the healthcare industry as expenditures continue to increase and nursing
shortages become greater Virtual Nurse offers the expertise of registered nurses
without the challenges or costs of adding on-site staff.  Virtual
Nurse's RNs perform the administrative medical screening tasks usually conducted
by registered nurses in a healthcare facility, with one important distinction:
their RNs are dedicated to this service seven days a week, including extended
hours, while hospital nurses attempt to contact patients during abbreviated
calling hours.




Virtual
Nurse enables healthcare providers to reallocate all available RNs to medical
areas where they are needed most, free from the time-consuming administrative
responsibilities of calling patients and coordinating
paperwork.  Further, the perception to patients is that the healthcare
facility is the service provider.  Therefore, the healthcare
facilities gain improved patient care and satisfaction, superior customer
service, and enhanced brand image.




COMPETITION




Our
Company’s markets are extremely competitive and are subject to rapid
technological change. We believe that our Company is unique in the healthcare
industry because we are positioned to provide services and products across the
entire patient-service spectrum.  Our competitors typically focus
products on specific market niches that address a finite need within the
industry.  We approach the market with more innovation and
versatility. Our services coordinate multiple processes toward improved
productivity and communication between various stakeholders.




The
competition that we face in this healthcare services marketplace can be broken
down into two different company types:




Small Niche
Competitors:The competition in this category is comprised of smaller
companies offering few very specific products. They focus on one or two areas,
such as providing patient education information or administrative services. Some
of the competitors in this area include Get Well Network, Allen Technologies,
Skylight Systems, Beryl, and TeleTracking.  Most companies in this
category have a very small hospital base (ten or fewer). Patient Portal Connect
has a unique advantage vis-à-vis the small-niche competitors because we offer
revenue-generating opportunities across a full continuum of care instead of a
stand-alone application, 24/7 integration with our Patient Contact Center,
access to an extensive customer base, and a long history serving hospitals and
patients.




Large
Technology-based Providers:The
large technology-based providers typically offer very expensive and complex
systems that deliver a variety of administrative services at high cost.
Companies such as Siemens and Hill-Rom are in this category. Although the
product set is enticing, to date they have sold few services due to the cost,
complexity of integration, and the amount of system wide change required to
sustain the services. Our technology allows us to integrate new products easily
without requiring a cultural shift or debt load. Patient Portal Connect focuses
on rapidly deploying less expensive, user-friendly services compared to the
competition.







6





RESEARCH
AND DEVELOPMENT




The
Company employs a multiple product and services sourcing strategy that includes
internal software and hardware development and licensing from third
parties.  In the future, Company strategy may also include
acquisitions of technologies, product lines or companies.




As part
of our business strategy to reduce direct costs and improve margins, elements of
some of the Company’s products and services are licensed from third
parties.  Our main outsourcing activities are related to both
developing new modules for our software, and marketing and supporting our
product.  While our business depends somewhat on our ability to
outsource, we are not dependent on any one contractor or
vendor.




In the
future, the Company may affect select strategic acquisitions to secure certain
technology, people and products which complement or augment overall product and
services strategy.  Both time-to-market and potential market share
growth, among other factors, are considered when evaluating acquisitions of
technologies, product lines or companies.  Management may acquire
and/or dispose of other technologies and products in the future.




As a
technology and services Company, we realize that we must maintain our investment
in research and development to design both new, experimental products and
marketing campaigns.  Management anticipates incurring additional
research and development expenditures as its business grows and adequate cash
flow becomes available to fund such costs.




EMPLOYEES




As
of March 31, 2008, the Company and its affiliates had approximately 50 full
time employees.We also have a comprehensive National Master Dealer Agreement
with VOX Technologies, Inc., through which we utilize over one hundred
independent dealer representatives throughout the United States to market the
Company's products and services to healthcare institutions on a commission-only
basis.  In addition, we have a long-term contract to out-source our
24/7 Operator Call Center and Data Management Services with Worldnet
Communications, Inc. of Syracuse, NY.






REGULATORY
ISSUES




We are
not subject to any special governmental regulation concerning our supplying of
products and services to the market place and we believe we are in compliance in
all material respects with all existing regulations governing other aspects of
our businesses.





7





ITEM
      1A.
            RISK
      FACTORS




An
investment in our common stock involves a high degree of risk. Prospective
investors should consider carefully the following factors and other information
in this report before deciding to invest in shares of our common stock. If any
of the following risks actually occur, our business, financial condition,
results of operations and prospects for growth would likely suffer. As a result,
the trading price of our common stock could decline and you could lose all or
part of your investment.




Risks Related to Our
Company




We
Have A Limited History of Operations.




The
Company’s present business operations are conducted through its newly-acquired
subsidiaries, Patient Portal Connect, Inc. and TB&A Hospital Television,
Inc. Therefore, the Company has had limited revenue from operations or other
financial results upon which investors may base an assessment of its potential.
The prior business operations of the newly-acquired subsidiaries are not reflect
in our past results from operations.




We May Need Additional
Funding.




Management
believes that the net proceeds of the Dutchess financing transaction, together
with net cash flow from its newly-acquired subsidiary and other ongoing business
operations will be sufficient to satisfy the Company's cash requirements through
its calendar year ending December 31, 2008. However, there can be no assurance
that additional funds will not be required for additional working capital
purposes during such period or thereafter or that, if required, such funds will
then be available on terms satisfactory to the Company, if at all.




We
Have Given Dutchess A Security Interest In Certain Property




As part
of the Dutchess financing transaction, we have granted Dutchess a first priority
security interest in certain property of the Company to secure the prompt
payment, performance and discharge in full of all of Company’s obligations under
the Debentures and exercise and discharge in full of Company’s obligations under
the Warrants . This “first lien” on certain of our assets may limit our ability
to obtain additional asset-based financing or other types of secured or
unsecured debt.




Our
business operations could be significantly disrupted if we lose members of, or
fail to integrate, our management team.




Our
future performance is substantially dependent on the continued services of our
management team and our ability to retain and motivate them. The loss of the
services of any of our officers or senior managers could harm our business, as
we may not be able to find suitable replacements. We do not have employment
agreements with any of our key personnel, and we do not maintain any “key
person” life insurance policies.







8





We
may not be able to hire and retain a sufficient number of qualified employees
and, as a result, we may not be able to grow as we expect or maintain the
quality of our services.




Our
future success will depend on our ability to attract, train, retain and motivate
other highly skilled technical, managerial, marketing and customer support
personnel. Competition for these personnel is intense, especially for software
developers, Web designers and sales personnel, and we may be unable to
successfully attract sufficiently qualified personnel.  We will need
to maintain the size of our staff to support our anticipated growth, without
compromising the quality of our product offerings or customer service. Our
inability to locate, hire, integrate and retain qualified personnel in
sufficient numbers may reduce the quality of our services.




Risks Related to Our
Products and Services




New
Products and Technological Change.




The
markets for our products and services are characterized by rapidly changing
technology and new product introductions. Accordingly, the Company believes that
its future success will depend on its ability to enhance its existing products
and to develop and introduce in a timely fashion new products that achieve
market acceptance. Management believes that the Company will be able to continue
to compete and adapt to potential new industrial and commercial applications for
its products with continuous technological enhancements. although there can be
no assurance that the Company will in fact be able to identify, develop,
manufacture, market or support such products successfully or that the Company
will in fact be able to respond effectively to technological changes or product
announcements by competitors.




We
Face Significant Competition.




The
Company faces significant competition from a variety of healthcare industry
service providers, and may in the future face competition from a variety of
potential providers, many of which have or will have considerably larger and
greater financial and human resources and marketing capabilities.  We
believe that we will be able to compete favorably in this competitive
marketplace because of our flexibility in responding to changing and emerging
markets, its innovative and competitive services and products, our quick
response to customer requirements, and our ability to identify, develop, produce
and market original products and derivative product concepts.







9





We
must continue to upgrade our technology infrastructure, both hardware and
software, to effectively meet demand for our services.




We must
continue to add hardware and enhance software to accommodate the increased
services which we provide and increased use of our platform. In order to make
timely decisions about hardware and software enhancements, we must be able to
accurately forecast the growth in demand for our services. This growth in demand
for our services is difficult to forecast and the potential audience for our
services is large. If we are unable to increase the data storage and processing
capacity of our systems at least as fast as the growth in demand, our systems
may become unstable and our customers may encounter delays or disruptions in
their service. Unscheduled downtime could harm our business and also could
discourage current and potential customers and reduce future
revenues.




Our
network infrastructure and computer systems and software may fail.




An
unexpected event like a telecommunications failure, fire, flood, earthquake, or
other catastrophic loss at our service providers’ facilities or at our on-site
data facility could cause the loss of critical data and prevent us from offering
our products and services. We do not at the present time carry business
interruption insurance.




In
addition, we rely on third parties to securely store our archived data, house
our servers and network systems and connect us to the Internet. While our
service providers have planned for certain contingencies, the failure by any of
these third parties to provide these services satisfactorily and our inability
to find suitable replacements would impair our ability to access archives and
operate our systems and software.




We
may lose users and lose revenues if our security measures fail.




If the
security measures that we use to protect personal information are ineffective,
we may lose users of our services, which could reduce our revenues. We rely on
security and authentication technology which we have developed. With this
technology, we perform real-time credit card authorization and verification. We
cannot predict whether these security measures could be circumvented by new
technological developments. In addition, our software, databases and servers may
be vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions. We may need to spend significant resources to protect against
security breaches or to alleviate problems caused by any breaches. We cannot
assure that we can prevent all security breaches.




Risks Related to Our Stock
Being Publicly Traded




Our
stock price may be volatile.




Our
Common Stock has been trading in the public market since
2004.  However, throughout our history trading volume has been
extremely light, as approximately 88% of our outstanding shares are unregistered
and cannot yet be traded. We cannot predict the extent to which a trading market
will develop for our Common Stock or how liquid that market might become. The
trading price of our Common Stock has been and is expected to continue to be
highly volatile as well as subject to wide fluctuations in price in response to
various factors, some of which are beyond our control. These factors
include:







10











            Quarterly
      variations in our results of operations or those of our
      competitors.





            Announcements
      by us or our competitors of acquisitions, new products, significant
      contracts, commercial relationships or capital
  commitments.





            Disruption
      to our operations.





            The
      emergence of new sales channels in which we are unable to compete
      effectively.





            Our
      ability to develop and market new and enhanced products on a timely
      basis.





            Commencement
      of, or our involvement in,
litigation.





            Any
      major change in our board of directors or
  management.





            Changes
      in governmental regulations or in the status of our regulatory
      approvals.





            Changes
      in earnings estimates or recommendations by securities
      analysts.





            General
      economic conditions and slow or negative growth of related
      markets.









In
addition, the stock market in general, and the market for technology companies
in particular, have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of those
companies. These broad market and industry factors may seriously harm the market
price of our Common Stock, regardless of our actual operating performance. In
addition, in the past, following periods of volatility in the overall market and
the market price of a company’s securities, securities class action
litigation has often been instituted against these companies. Such litigation,
if instituted against us, could result in substantial costs and a diversion of
our management’s attention and resources.




We
do not intend to pay dividends on our Common Stock.




We have
never declared or paid any cash dividend on our Common Stock. We currently
intend to retain any future earnings and do not expect to pay any dividends in
the foreseeable future.







11





Provisions
in our charter documents and under Delaware law could discourage a takeover that
stockholders may consider favorable.




Provisions
in our Certificate of Incorporation and By-laws may have the effect of delaying
or preventing a change of control or changes in our management. These provisions
include the following:





            Our
      board of directors has the right to elect directors to fill a vacancy
      created by the expansion of the board of directors or the resignation,
      death or removal of a director, which may prevent stockholders from being
      able to fill vacancies on our board of
  directors.





            Our
      stockholders may act by written consent, provided that such consent is
      signed by all the shareholders entitled to vote with respect to the
      subject matter thereof. As a result, a holder, or holders, controlling a
      majority of our capital stock would not be able to take certain actions
      without holding a stockholders’
meeting.





            Our
      Certificate of Incorporation prohibits cumulative voting in the election
      of directors. This limits the ability of minority stockholders to elect
      director candidates.




As a
Delaware corporation, we are also subject to certain Delaware anti-takeover
provisions. Under Delaware law, a corporation may not engage in a business
combination with any holder of 15% or more of its capital stock unless the
holder has held the stock for three years or, among other things, the board of
directors has approved the transaction. Our board of directors could rely on
Delaware law to prevent or delay an acquisition of us.




You
may experience substantial dilution as a result of the Dutchess financing
transaction, as well as if we raise funds through the issuance of additional
equity and/or convertible securities.




Investors
may experience substantial dilution if Dutchess converts its Debentures into
Common Stock of the Company and exercises its Common Stock Purchase Warrants.
Since the conversion price of the Debentures fluctuates at a substantial
percentage discount (15%) to fluctuating market prices, the number of shares
issuable to Dutchess, upon conversion of the Debentures, is potentially
limitless. In other words, the lower the average trading price of the Company’s
shares at the time of conversion, the greater the number of shares that can be
issued to Dutchess. This perceived risk of dilution may cause our shareholders
to sell their shares, thus contributing to a downward movement in the Company’s
stock price.  Dutchess’ overall ownership at any one moment is limited
to 4.9% of the outstanding shares of Common Stock in accordance with the
financing documents. However, Dutchess is free to sell any shares into the
market, which have been issued to them, thereby enabling Dutchess to convert the
remaining Debentures or exercise additional warrants into shares of Common
Stock.







12





Our
Common Stock has a small public float and future sales of our Common Stock, or
sales of shares currently being registered on behalf of Dutchess may negatively
affect the market price of our Common Stock.




As of
April 4, 2008, the most recent trading day in our Common Stock, there were
36,040,707 shares of our Common Stock outstanding, at a closing market price
(average of best bid and ask prices) of $1.52 for a total market valuation of
approximately $54,903,474. Our Common Stock has a public float of approximately
12,800,000 shares, which shares are in the hands of public investors, and which,
as the term "public float" is defined by NASDAQ, excludes shares that are held
directly or indirectly by any of our officers or directors or any other person
who is the beneficial owner of more than 10% of our total shares outstanding.
These 12,800,000 shares are held by approximately 3,400 shareholders. We cannot
predict the effect, if any, that future sales of shares of our Common Stock into
the market will have on the market price of our Common Stock. However, sales of
substantial amounts of Common Stock, including future shares issued upon the
exercise of 27,571,086 Common Stock Purchase Warrants, future shares issued upon
the exercise of stock options (of which none are outstanding as of April 4, 2008
and 1,000,000 have been reserved for potential future issuance), or the
perception that such transactions could occur, may materially and adversely
affect prevailing market prices for our Common Stock.




We
could terminate our Securities and Exchange Commission Registration, which could
cause our Common Stock to be de-listed from the Over the Counter Bulletin Board
(“OTCBB”).




As a
public company with more than 300 shareholders, we are required to file our
periodic reports with the SEC and register our shares of Common Stock under the
Securities Exchange Act of 1934 (the “Exchange Act”).  In the event
that our Company would have less than 300 shareholders of record, our reporting
requirements would be on a voluntary basis. In the event that in the future we
would have fewer than  300  stockholders of record, we would be
eligible to de-register our Common Stock under the Exchange Act. Although the
Company does not currently plan to de-register its Common Stock, there can be no
assurance that we would not de-register the Common Stock at some point in
the future. If the Company were to take such action, it could inhibit the
ability of the Company’s common stock holders to trade the shares in the open
market, thereby severely limiting the liquidity of such shares. Furthermore, if
we were to de-register, we would no longer be required to file annual and
quarterly reports with the SEC and would no longer be subject to various
substantive requirements of SEC regulations. De-registration would reduce the
amount of information available to investors about our Company and may cause our
Common Stock to be de-listed from the OTCBB. In addition, investors would not
have the protections of certain SEC regulations to which we would no longer be
subject. The Company has no intention of terminating the registration of the
Common Stock, and in fact is constrained from doing so under the terms of its
agreements with Dutchess.







13





Because
the market for and liquidity of our shares is volatile and limited, and because
we are subject to the "Penny Stock" rules, the level of trading activity in our
Common Stock may be reduced.




Our
Common Stock is quoted on the OTC Bulletin Board under the trading symbol
PPRG.  The OTCBB is generally considered to be a less efficient market
than the established exchanges or the NASDAQ markets. While our Common Stock
continues to be quoted on the OTCBB, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the price of our Common
Stock, compared to if our securities were traded on NASDAQ or a national
exchange. In addition, our Common Stock is subject to certain rules and
regulations relating to "penny stocks" (generally defined as any equity security
that is not quoted on the NASDAQ Stock Market and that has a price less than
$5.00 per share, subject to certain exemptions). Broker-dealers who sell penny
stocks are subject to certain "sales practice requirements" for sales in certain
nonexempt transactions (i.e., sales to persons other than established customers
and institutional "accredited investors"), including requiring delivery of a
risk disclosure document relating to the penny stock market and monthly
statements disclosing recent bid and offer quotations for the penny stock held
in the account, and certain other restrictions. If the broker-dealer is the sole
market maker, the broker-dealer must disclose this, as well as the
broker-dealer's presumed control over the market. For as long as our securities
are subject to the rules on penny stocks, the liquidity of our Common Stock
could be significantly limited. This lack of liquidity may also make it more
difficult for us to raise capital in the future.






ITEM
      2.
            PROPERTIES




As of
December 31, 2007, the principal property assets of the Company consisted of
hospital telecommunications services contracts, furniture, fixtures and computer
and network equipment owned by our wholly-owned subsidiaries Patient Portal
Connect, Inc. and TB&A Hospital Television, Inc.




During
the year ended December 31, 2007, the Company had no equipment leases in
effect.  The Company paid a portion of real estate leases on four
properties representing primary office space and company apartments in Palm
Beach Gardens, FL and Baldwinsville, NY.  The future minimum
non-cancelable lease payments under leases are $93,427.29, $89,640.00, and
$87,840.00 for the three years ended December 31, 2007, 2008, and 2009
respectively.  The minimum lease payments for years 2010 through 2015
are $82,240.00 per year.  The minimum lease payments for 2016 are
$21,060.







14





ITEM
      3.
            LEGAL
      PROCEEDINGS





The
Company is at present not involved in any
legal  proceedings  which management  believes
will have a material effect upon the financial condition of
the  Company,  nor are any
such  material  legal  proceedings  anticipated.  The
Company is presently negotiating with a judgment creditor to repay on negotiated
terms a  Promissory  Note in the amount of
$300,000  plus  accrued  interest and
costs.  In
the  event  that  the  judgment  is
not  satisfied,  or  successfully
renegotiated,  the creditor  will have the right to
execute  upon its  judgment.





Based
upon the original terms of its Promissory Note, the creditor also retains
the right to convert the principal amount of said judgment into shares of Common
Stock at a conversion price of $1.00 per Share.






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








No
matters were submitted to a vote of securities holders during the
three months ended December 31, 2007 (the fourth quarter of the
fiscal period covered by this report).

















15





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS








(a) The
Company's Common Stock was initially listed on the OTC Bulletin Board Market
(Current OTCBB Symbol:  "PPRG") from July 27, 2005 to
January, 2006, and resumed trading on the Bulletin Board from July, 2007
through December, 2007. The prices shown for the four quarters of 2006 were
as reported by the OTC Pink Sheets.





HIGH
            
            
            LOW
            
            
            HIGH
            
            
            LOWBID
      PRICES
            
            
            ASK
      PRICESFiscal
      Year 2006:Quarter
      Ended 3/31/06
            
            $
            .14
            
            
            $
            .08
            
            
            $
            .17
            
            
            $
            .10Quarter
      Ended 6/30/06
            
            $
            1.45
            
            
            $
            .35
            
            
            $
            1.60
            
            
            $
            .38Quarter
      Ended 9/30/06
            
            $
            .80
            
            
            $
            .22
            
            
            $
            .90
            
            
            $
            .20Quarter
      Ended 12/31/06
            
            $
            1.50
            
            
            $
            .15
            
            
            $
            1.75
            
            
            $
            .18Fiscal
      Year 2007Quarter
      Ended 3/31/07
            
            $
            .14
            
            
            $
            .08
            
            
            $
            .17
            
            
            $
            .10Quarter
      Ended 6/30/07
            
            $
            1.45
            
            
            $
            .35
            
            
            $
            1.60
            
            
            $
            .38Quarter
      Ended 9/30/07
            
            $
            .80
            
            
            $
            .22
            
            
            $
            .90
            
            
            $
            .20Quarter
      Ended 12/31/07
            
            $
            1.50
            
            
            $
            .15
            
            
            $
            1.75
            
            
            $
            .18





Sales
prices do not include commissions or other adjustments to
the selling price.  All prices are adjusted for
the on-for-ten reverse split of Common Stock which was effective
9/01/06.





(b)
HOLDERS - As of March 31, 2008, there were 365 shareholders of
record of the Company's Common Stock.





Based
upon information from nominee holders, the Company believes that the number of
beneficial holders of its Common Stock exceeds 3,400.





(c)
DIVIDENDS - The Company has not paid or declared any dividends upon
its common stock and it intends for
the foreseeable future to retain any earnings to support the
growth of its business. Any payment of cash dividends in the future, as
determined at the discretion of the Board of Directors, will be
dependent upon the Company's earnings and financial condition, capital
requirements, and other factors deemed relevant.





(d)
WARRANTS  AND OPTIONS- As of March 31, 2008,  in addition to
the Company's  aforesaid  outstanding Common Stock, there
are issued and outstanding Common Stock  Purchase  Warrants
which are  exercisable at the price-per-share indicated, and which
expire on the date indicated, as follows:








16





Description
            
            Number
            
            
            Exercise
      Price
            
            ExpirationClass
      "A" Warrants
            
            
            365,000
            
            
            $
            2.00
            
            12/31/11Class
      "B" Warrants
            
            
            365,000
            
            
            $
            3.00
            
            12/31/11Class
      "C" Warrants
            
            
            365,000
            
            
            $
            4.00
            
            12/31/11Class
      "D" Warrants
            
            
            3,650,000
            
            
            $
            .50
            
            12/31/09Dutchess
      Warrants
            
            
            22,826,086
            
            
            $
            .46
            
            11/01/12




2002
INVENTIVE STOCK OPTION PLAN





On
November 22, 2002, the  Shareholders  of the
Company  ratified the Company's "2002 Incentive Stock Option Plan" and
reserved  1,000,000  shares for issuance  pursuant
to said Plan.  As of March 31, 2008, no options have been awarded
pursuant to this Plan.




RECENT
SALES OF UNREGISTERED SECURITIES




The
following sets forth the equity securities we sold during the period covered by
this report, not previously reported on Forms 10-QSB or 8-K, which was not
registered under the Securities Act.




During
the first quarter of 2007, the Company issued: 2,200,000 shares of Common Stock
to OmniCast, Inc. as consideration for its 9% acquisition interest and a
License Agreement for the HealthCast System; 75,000 shares to Virtual Nurse,
Inc. in exchange for a 9% minority interest, during January, April and November
2007, 3,250,000 shares of Common Stock to Worldnet, Inc. as partial
consideration for the acquisition of hospital service contracts; 1,521,740
shares of Common Stock in lieu of cash compensation for commissions and fees
related to the Dutchess financing; 893,188 shares of Common Stock upon
conversion of 80,000 shares of Series “A” Preferred Stock and accrued interest;
1,110,000 shares issued as partial consideration for employment and consultant
agreements; and 174,666 shares issued upon exercise of Common Stock Purchase
Warrants.




The
Company relied on the exemption under section 4(2) of the Securities Act of 1933
(the “Act”) for the above issuances. No commission or other remuneration was
paid on these issuances.






17




ITEM
      6.
                MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
  General
  This
discussion and analysis should be read in conjunction with our financial
statements and accompanying notes, which are included elsewhere in this
prospectus. This discussion includes forward-looking statements that involve
risks and uncertainties. Operating results are not necessarily indicative of
results that may occur in future periods. When used in this discussion, the
words “believes”, “anticipates”, “expects” and similar expressions are intended
to identify forward-looking statements. Such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected.
  Our
business and results of operations are affected by a wide variety of factors, as
we discuss under the caption “Risk Factors” and elsewhere in this prospectus,
which could materially and adversely affect us and our actual results. As a
result of these factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect our business, financial condition, operating results and stock
price.
  Any
forward-looking statements herein speak only as of the date hereof. Except as
required by applicable law, we undertake no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
  General Discussion on
Results of Operations and Analysis of Financial Condition
  We
begin our General Discussion and Analysis with a discussion of the Results of
Operations for the years ended December 31, 2007 and 2006, followed by a
discussion of Liquidity and Capital Resources available to finance our
operations.
  Income Taxes
  We
make estimates to determine our current provision for income taxes, as well as
our income taxes payable. Our estimates with respect to the current provision
for income taxes take into account current tax laws and our interpretation of
current tax laws, as well as possible outcomes of any future tax audits. Changes
in tax laws or our interpretation of tax laws and the resolution of any future
tax audits could significantly impact the amounts provided for income taxes
in our financial statements.
   18
  Legal
Contingencies
  From time
to time, we are involved in routine legal matters incidental to our business. In
the opinion of management, the ultimate resolution of such matters will not have
a material adverse effect on our financial position, results of operations or
liquidity.
  RESULTS OF
OPERATIONS
  The
Company was established in November, 2002. On December 7, 2006, the Company
acquired Patient Portal Connect, Inc., and on November 4, 2007 acquired TB&A
Hospital Television, Inc.  As of December 31, 2007, these are the only
operating subsidiaries of the Company. The results of operations for the year
ended December 31, 2007 includes the business operations of these subsidiaries
and revenues from acquired contracts for the periods subsequent to their
acquisition.  The principal acquisitions were completed in November,
2007, and therefore we are including only two months of operations related to
these acquisitions in our December 31, 2007 Results of Operations.  A
significant increase in revenues will be reported in calendar year 2008 as the
results of these newly-acquired operations are reported on a quarterly and
full-year basis, commencing with the first quarter of 2008.
  Year Ended December 31, 2007
vs. December 31, 2006
  The
Company reported $3,868,299 of revenue for the Year Ended December 31, 2007 and
$1,690 for the comparable period in 2006.  This increase is solely
attributable to the acquisition of the Company's Patient Portal Connect, Inc.
operating subsidiary in December, 2006 and minimal start-up revenues attributed
to this subsidiary during the period ended December 31, 2006, and for the period
ended December 31, 2007 reflects the two-month results of the operations of
TB&A Hospital Television, Inc. in November, 2007.
  Cost of
sales for the Year Ended December 31, 2007 was $3,261,834 as compared to cost of
sales of $115,332 during the same period in 2006.
  Selling
and marketing expenses were $618,103 for the Year Ended December 31, 2007 as
compared to $0 in 2006. Administrative expenses were $1,819,731 for the Year
Ended December 31, 2006 as compared to $173,499  during the same
period in 2006.  These
increases are due primarily to first-year and start-up costs associated with our
newly-acquired hospital service contracts, costs associated with the acquisition
of our TB&A Hospital Television, Inc. subsidiary, and increased staffing and
overhead costs resulting from our growth in operations and revenue. These
expenses as a percentage of revenue will decrease significantly in 2008 as the
increases in revenue from our November, 2007 acquisitions are reflected on a
quarterly and full-year basis.
  Interest
costs were $295,868 for the Year Ended December 31, 2007 compared to $25,653 in
2006.  This
increase in interest costs is due to the additional interest expense for two
months as a result of of the Dutchess financing which closed on November 4,
2007.
  The
Company reported a net loss of ($2,180,945) for the Year Ended December 31, 2007
as compared to a net loss of ($401,408) during the same period in 2006. This
represents a loss per share of ($.09) during the Year Ended December 31, 2007 as
compared to a loss per share of $(.01) for the same period in 2006.
   19
  Year Ended December 31, 2006
vs. December 31, 2005
  The
Company reported $ 1,690 of revenue for the Year Ended December 31, 2006 and $0
for the comparable period in 2005.  This increase is solely
attributable to the acquisition of the Company's Patient Portal Connect, Inc.
operating subsidiary in December, 2006 and minimal start-up revenues attributed
to this subsidiary during this period. The results for 2005 reflected the
discontinuance of direct business operations and the subsequent sale of the
Company's previous sole operating subsidiary in 2005, and the subsequent
acquisition of Patient Portal Connect, Inc. in December, 2006.
  Cost of
sales for the Year Ended December 31, 2006 was $115,332 as compared to cost of
sales of $0 during the same period in 2005.
  Selling
and marketing expenses were $ 0 for the Year Ended December 31, 2006 as compared
to $0 in 2005. Administrative expenses were $173,499 for the Year Ended December
31, 2006 as compared to $90,000 during the same period in 2005, an increase of
$83,499. This increase is solely attributable to the acquisition of the
Company's Patient Portal Connect, Inc. operating subsidiary in December,
2006.
  Interest
costs were $126,152 for the Year Ended December 31, 2005 compared to $25,653 in
2006.
  The
Company reported a net loss of ($401,408) for the Year Ended December 31, 2006
as compared to a net loss of ($130,653) during the same period in 2005. This
represents a loss per share of $(.01) during the Year Ended December 31, 2006 as
compared to a loss per share of $(.01) for the same period in 2005.
  20
  CURRENT PLAN OF
OPERATIONS
  Our
Company, through its newly acquired subsidiaries, Patient Portal Connect,
Inc. (PPC) and TB&A Hospital Television, Inc. (TB&A) is well positioned
to be the premier provider of integrated workflow solutions in the
healthcare industry. Having developed the industry's newest, leading-edge
process improvement delivery platform for the healthcare industry, PPC is
poised to capture a significant segment of the multi-billion dollar
healthcare market. Its proprietary systems were developed in close
coordination with hospital industry partners to provide multi-layer
functionality across a wide spectrum of critical patient-centric workflows
that result in immediate improvements in cost savings, patient outcomes,
and revenue growth for hospitals. PPC's innovative solutions are changing
the way hospitals and patients do business in today's healthcare
environment.
  Nationwide,
an explosive demand for more customized healthcare has resulted in a
greater need for improved productivity, efficiency, and customer service in
hospitals. PPC has pioneered the development of integrated
software applications that combine technology and industry expertise with
unique customization designed to better manage the hospital/patient
relationship and improve hospital operational processes. Further, our
solutions enable hospitals to achieve compliance with strict government
mandates that affect reimbursements by requiring measured improvements in
productivity, efficiency, and patient satisfaction. PPC's proven
technologies provide tremendous economic benefit for healthcare
providers.
  PPC
intends to rapidly gain market share by leveraging strategic relationships
and acquiring companies with existing hospital contracts. The company's
acquisition strategy will enable it to achieve immediate profitability,
grow rapidly, and quickly gain first mover advantage. PPC's sophisticated
technology platform allows the company to create additional revenue streams
with minimal cost by accessing enhanced service modules as market demand
changes. This scalable architecture creates even greater profitability by
enabling multiple services to be delivered over the PPC service delivery
platform.
  Management
believes that PPC is primed to swiftly react to the ever-changing
healthcare industry. Unlike the costly, capital-intensive and stand-alone
products offered by our industry competitors, PPC's sophisticated platform
offers flexible solutions and functionalities that are universal enough to
have broad appeal while still allowing for a level of customization that
is necessary to integrate with a hospital's existing legacy system, and at
an affordable cost. Our flexible platform also enables the healthcare
providers to fulfill the government's newest mandates for a full "continuum
of care" from the hospital to the home. This unique ability enables
PPC to present a tailored solution to our customers at a cost-effective
price and will dramatically enhance our ability to capture significant
market share nationwide.
   21
  PPC's
expertise is its ability to create win-win opportunities for hospitals and
patients by clearly defining customized, flexible, and
integrated healthcare solutions with measurable results. PPC enables
hospitals to improve patient flow, enhance patient satisfaction, and create
long-term relationships with patients as they move from hospital to home.
In so doing, hospitals gain productivity and efficiency enhancements,
reduce the burden on staff and increase cash flow by optimizing
reimbursements from third-party sources.
  LIQUIDITY AND CAPITAL
RESOURCES
  As shown
in the above financial statements, the Company incurred a net loss of
($401,408) during the year ended December 31, 2006 and ($2,180,945)
during the year ended December 31, 2007. The Company plans to raise more
capital through public or private financing, through the issuance of its
common stock, the issuance of debt instruments, including debt convertible
to equity, or otherwise attain financing, which if available, it cannot be
certain such financing will be on attractive terms. Should the Company
obtain more capital, in turn, it may cause dilution to its existing
stockholders and providing the company can obtain more capital, it cannot
be assured to ultimately attain profitability.  However,
management expects that the acquisitions in November, 2007 of our TB&A
Hospital Television, Inc. subsidiary and additional hospital service contracts
will, when results of operations are reported on a quarterly and annual basis
for calendar year 2008, significantly increase the revenues, profitability, and
liquidity of the Company.
  The
Company intends to continue its efforts to complete the necessary steps in
order to meet its cash flow requirements throughout fiscal 2008 and
to continue its product development efforts and adjust its operating
structure to reduce losses and ultimately attain profitability.
Management's plans in this regard include, but are not limited to, the
increase in business operations which it expects from the acquisition of
additional retail hospital contracts by our Patient Portal Connect
subsidiary and the continuing roll-out of its product line to its existing
and future customer base.  We also
expect to see significant growth in the revenues of our TB&A Hospital
Television, Inc. subsidiary during 2008 both through new contracts and through
the sale of new flat-screen television equipment to our existing customer
base.
  Management
believes that actions presently being taken will generate sufficient
revenues to provide cash flows from operations and that sufficient capital
will be available, when required, to permit the Company to realize
its plans. However, there can be no assurance that this will occur. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.  Because our
business is evolving and changing, particularly regarding our recent
acquisitions and the Dutchess financing transaction, our operating cash flow
will be significantly increased from past results, and past operations are not a
good gauge for anticipating future operations.
  INFLATION
  The rate
of inflation has had little impact on the Company's results of operations
and is not expected to have a significant impact on
continuing operations.





22





ITEM
      7.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
financial statements required by this report are located beginning on page F-1
of this report and incorporated by reference.




INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS





PageReports
      of The Independent Registered Public Accountant
            F-1,2,3Balance
      Sheets as of December 31, 2007 and December 31, 2006
            F-4Statements
      of Operations for the two years ended December 31, 2007 and
      2006
            F-5Statements
      of Cash Flows for the two years ended December 31, 2007 and
      2006
            F-6Statements
      of Stockholders' Equity December 31, 2007 and December 31,
      2006
            F-7,8Notes
      to Financial Statements
            F-9
      to F-15
















The Board
of Directors
 Patient
Portal Technologies, Inc.
 Baldwinsville,
New York
 
 
 REPORT
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
 
 I have
audited the balance sheet of Patient Portal Technologies, Inc. and subsidiaries
(the “Company”) as of December 31, 2007, and the related statements of
operations, stockholders’ equity and cash flows for the year ended December 31,
2007. These financial statements are the responsibility of the Company’s
management.  My responsibility is to express an opinion on these
financial statements based on my audit. The financial statements of Patient
Portal Technologies, Inc. and subsidiaries as of December 31, 2006 were audited
by other auditors whose report dated April 9, 2007, expressed  an
unqualified opinion with an explanatory note as it affects going
concern.
 
 I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.  An
audit includes examining on a test basis evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable basis for
my opinion.
 
 In my
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Patient Portal Technologies, Inc.
and subsidiaries at December 31, 2007  and the related statements of
operations, stockholders’ equity and cash flows for the year ended December 31,
2007, in conformity with accounting principles generally accepted in the United
States of America.
 
 I also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) the effectiveness of internal control over
financial reporting as of December 31, 2007, based on criteria established in
the Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated April 8,
2008 expressed in unqualified opinion (attached) on management’s assessment that
Patient Portal Technologies, Inc. and subsidiaries maintains effective internal
control and an unqualified opinion that internal control was
effective.
 
 
 /s/ Harris F. Rattray Harris
F. Rattray CPA
 Pembroke
Pines, Florida
 April 14,
2008




F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC COMPANY ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
 
 The
shareholders and Board of Directors of Patient Portal Technologies,
Inc.
 
 I have audited Patient Portal
Technologies, Inc.’s internal control over financial reporting as of December
31. 2007, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria).  Patient Portal Technologies, Inc.’s management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management’s Report on Internal
Control over Financial Reporting.  My responsibility is to express an
opinion on the company’s internal control over financial reporting based on my
audit.
 
 I conducted my audit in accordance with
the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects.  My audit
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as I considered
necessary in the circumstances.  I believe that my audit provides a
reasonable basis for my opinion.
 
 A company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.  A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the financial
statements.
 
 Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.  In my opinion, Patient Portal
Technologies, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2007, based on the COSO
criteria.
 
 I also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Patient
Portal Technologies, Inc. as of December 31, 2007 and my report dated July 21,
2008 expressed an unqualified opinion thereon.
 
 /s/
Harris F Rattray
 Certified
Public Accountant
 
 Pembroke
Pines, Florida
 July 21,
2008
  F-2
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of Patient Portal Technologies,
Inc.
 And
Subsidiary
 
 We
have audited the accompanying  balance  sheet
of  Patient  Portal Technologies,  Inc.
and  Subsidiary  as of
December  31,  2006,  and the related statements
of operations,  changes
in  stockholders'  equity  (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of he Company's management. Our responsibility is to express an opinion on
these
 financial
statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of
its  internal  control  over financial
reporting.  Our audit included  consideration of internal
control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for
the  purpose of  expressing  an opinion on
the  effectiveness  of the Company's  internal
control over financial reporting.  Accordingly, we
express  no such  opinion.  An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An audit
also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as
well as evaluating the
overall  financial  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.
 
 In
our
opinion,  the  financial  statements  referred
to above  present fairly,  in all
material  respects,  the  financial  position
of Patient  Portal Technologies,  Inc.
and  Subsidiary as of December 31, 2006,  and the results of
operations and its cash flows for the year then ended,  in
conformity  with U.S. generally accepted accounting
principles.
 
 The
accompanying financial statements have been prepared assuming that the
Company  will  continue as a
going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from
operations and a net capital  deficiency that
raise  substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
 described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Walden
Certified Public Accountant, P.A.
 Sunny
Isles, Fl
 Dated:
April 9, 2007
 F-3





PATIENT
      PORTAL TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETDecember
      31,ASSETS2007
              
              
              2006CURRENT  ASSETS:Cash
      and Cash equivalents
              
              $
              406,503
              
              
              $
              1,690Accounts
      Receivable
              
              
              1,073,949
              
              
              
              1,202Inventory
              
              
              81,611
              
              
              
              -Prepaid
      Expenses
              
              
              -
              
              
              
              27,500TOTAL  CURRENT  ASSETS
              
              
              1,562,063
              
              
              
              30,392PROPERTY,  PLANT  AND  EQUIPMENT,
      net
              
              
              3,270,339
              
              
              
              822,288LONG-TERM  NOTE  RECEIVABLE
              
              
              276,967
              
              
              
              250,000INTANGIBLES,
      HOSPITAL  CONTRACTS, net
              
              
              7,070,086
              
              
              
              -MINORITY
      INVESTMENTS
              
              
              1,475,000
              
              
              
              -DEBT  ISSUANCE  COSTS
              
              
              896,868
              
              
              
              -TOTAL  ASSETS
              
              $
              14,551,323
              
              
              $
              1,102,680LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT  LIABILITIES:Current
      portion - long-term debt
              
              $
              1,175,684
              
              
              $
              -Accounts
      payable
              
              
              1,385,083
              
              
              
              34,255Notes
      payable
              
              
              752,219
              
              
              
              337,317Other
      current liabilities
              
              
              270,337
              
              
              
              13,131TOTAL  CURRENT  LIABILITIES
              
              
              3,583,323
              
              
              
              384,703LONG-TERM  DEBT,
      Net of Discount on Convertible Instrument
              
              
              3,155,286
              
              
              
              -REDEEMABLE  PREFERRED  STOCK,  $.01
      par value, authorized1,000,000:  30,000  (Dec
      31, 2007) and 60,000 (Dec 31, 2006)shares
      issued and outstanding
              
              
              300
              
              
              
              600STOCKHOLDERS'  EQUITY:Common
      stock, $.001 par value, 100,000,000 shares
;authorized;36,040,707
      (Dec 31,2007) and 23,671,601(Dec 31, 2006) sharesissued
      and outstanding
              
              
              36,040
              
              
              
              23,671Additional
      paid-in-capital
              
              
              11,874,016
              
              
              
              3,523,446Additional
      paid-in-capital  - warrants
              
              
              913,043
              
              
              
              -Retained
      deficit
              
              
              (5,010,685
              )
              
              
              (2,829,740
              )TOTAL  STOCKHOLDERS'  EQUITY
              
              
              7,812,714
              
              
              
              717,977TOTAL  LIABILITIES  AND
      STOCKHOLDERS'  EQUITY
              
              $
              14,551,323
              
              
              $
              1,102,680See
      notes to the consolidated financial statements










F-4





PATIENT
      PORTAL
TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONSFOR
      THE YEAR DECEMBER 31,2007
              
              
              2006NET  SALES
              
              $
              3,868,299
              
              
              $
              13,575COST  OF  SALES
              
              
              3,261,834
              
              
              
              115,332GROSS  PROFIT/(LOSS)
              
              
              606,465
              
              
              
              (101,757
              )DIRECT  OPERATING  EXPENSES:Sales
      and marketing
              
              
              618,103Administration
              
              
              1,819,761
              
              
              
              173,499TOTAL
      OPERATING  EXPENSES
              
              
              2,437,864
              
              
              
              173,499(LOSS)  FROM  OPERATIONS  BEFOREOTHER
      INCOME  AND EXPENSE
              
              
              (1,831,399
              )
              
              
              (275,256
              )OTHER  INCOME  AND  EXPENSESOther
      expenses
              
              
              53,678Interest
      expense
              
              
              295,868
              
              
              
              (126,152
              )349,546
              
              
              
              (126,152
              )OPERATING
      (LOSS)  BEFORE  TAXES
              
              
              (2,180,945
              )
              
              
              (401,408
              )PROVISION  FOR  INCOME  TAX
              
              
              -
              
              
              
              -NET  (LOSS)
              
              $
              (2,180,945
              )
              
              $
              (401,408
              )Net
      Loss per share:
              
              $
              (0.09
              )
              
              $
              (0.01
              )Common
      shares outstanding (weighted)
              
              
              25,540,612
              
              
              
              13,401,899See
      notes to the consolidated financial statements










F-5




PATIENT
      PORTAL
TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH
      FLOWSFOR
      THE YEARS ENDED DECEMBER 31,2007
              
              
              2006CASH
      FLOWS FROM OPERATING  ACTIVITIES:Net
      Income (Loss)
              
              $
              (2,180,945
              )
              
              $
              (401,408
              )Adjustments
      to reconcile net income (loss)to
      net cash provided by operations:Common
      stock and Warrants issued for services
              
              
              1,476,427
              
              
              
              -Depreciation
      and amortization
              
              
              450,883
              
              
              
              -(Increase)
      decrease in assets:Accounts
      receivable
              
              
              (1,072,747
              )
              
              
              (1,202
              )Inventory
              
              
              (81,611
              )
              
              
              -Other
      current assets
              
              
              27,500
              
              
              
              (27,500
              )Increase
      (decrease) in liabilities:Accounts
      payable
              
              
              1,350,827
              
              
              
              34,255Othe current liabilities
              
              
              257,206
              
              
              
              13,131Total
      adjustments
              
              
              2,408,485
              
              
              
              18,684NET
      CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
              
              
              227,540
              
              
              
              (382,724
              )CASH
      FLOWS INVESTING  ACTIVITIES:Purchase
      of property, plant and equipment
              
              
              (2,648,051
              )
              
              
              (876,755
              )Long
      term note receivable
              
              
              (26,967
              )Purchase
      of hospital contracts
              
              
              (7,320,970
              )Deferred
      loan costs
              
              
              (896,868
              )Stock
      Payments for Investments
              
              
              3,241,174Minority
      Investments
              
              
              (1,475,000
              )NET  CASH  FLOWS  (USED  IN)  INVESTING  ACTIVITIES
              
              
              (9,126,682
              )
              
              
              (876,755
              )FINANCING  ACTIVITIES:Proceeds
      from common stock issued
              
              
              1,497,002
              
              
              
              922,252Proceeds
      from long-term debt
              
              
              7,000,000Convertible
      Debt Discount
              
              
              (3,061,381
              )Redeemable
      preferred stock
              
              
              (300
              )
              
              
              600Current
      portion of long term debt
              
              
              392,351Notes
      payable
              
              
              414,902
              
              
              
              337,317Paid
      in capital - Warrants
              
              
              913,043Paid
      in capital - Beneficial Equity Conversion
              
              
              2,148,338NET
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              
              9,303,955
              
              
              
              1,260,169NET  INCREASE
      IN  CASH
              
              
              404,813
              
              
              
              690CASH  AND  CASH  EQUIVALENTS,  BEGINNING  OF  PERIOD
              
              
              1,690
              
              
              
              1,000CASH  AND  CASH  EQUIVALENTS,  END  OF  PERIOD
              
              $
              406,503
              
              
              $
              1,690See
      notes to the consolidated financial statements




F-6





PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
      AND PREFERRED STOCKDECEMBER
      31, 2007Common
      and Preferred Stock
              
              
              Additional
      Paid-In Capital
              
              
              Retained
      Deficit
              
              
              TotalShares
              
              
              Par
      ValueBalance
      January 1, 2007
              
              
              23,731,601
              
              
              $
              24,271
              
              
              $
              3,523,446
              
              
              $
              (2,829,740
              )
              
              $
              717,977Issuance
      of Common Stock
              
              
              405,000
              
              
              
              405
              
              
              
              535,000
              
              
              
              
              
              
              
              535,405Issuance
      of Preferred Stock
              
              
              50,000
              
              
              
              500
              
              
              
              499,500
              
              
              
              
              
              
              
              500,000Issuance
      of Common Stock For services
              
              
              1,150,000
              
              
              
              1,150
              
              
              
              1,320,846
              
              
              
              
              
              
              
              1,321,996Issuance
      of Common Stock For services
              
              
              414,512
              
              
              
              415
              
              
              
              43,016
              
              
              
              
              
              
              
              43,431Issuance
      of Common Stock for Worldnet, Inc. contracts
              
              
              3,250,000
              
              
              
              3,250
              
              
              
              1,610,750
              
              
              
              
              
              
              
              1,614,000Sale
      of common stock to equity investor
              
              
              500,000
              
              
              
              500
              
              
              
              434,012
              
              
              
              
              
              
              
              434,512Issuance
      of Common Stock for OmniCast, Inc. 9% Acquisition
              
              
              2,200,000
              
              
              
              2,200
              
              
              
              1,097,800
              
              
              
              
              
              
              
              1,100,000Issuance
      of Common Stock for Virtual Nurse, Inc. 9% Acquisition
              
              
              750,000
              
              
              
              750
              
              
              
              374,250
              
              
              
              
              
              
              
              375,000Commissions
      & Fees for Dutchess Financing (in lieu of cash)
              
              
              1,521,740
              
              
              
              1,521
              
              
              
              150,652
              
              
              
              
              
              
              
              152,173Conversion
      of Preferred Stock
              
              
              800,000
              
              
              
              800
              
              
              
              
              
              
              
              
              
              
              
              800Conversion
      of Preferred Stock
              
              
              (80,000
              )
              
              
              (800
              )
              
              
              
              
              
              
              
              
              
              
              (800
              )Issuance
      of Common Stock for Interest
              
              
              93,188
              
              
              
              93
              
              
              
              9,225
              
              
              
              
              
              
              
              9,318Employment
      and Consulting Agreements
              
              
              1,110,000
              
              
              
              1,110
              
              
              
              109,890
              
              
              
              
              
              
              
              111,000Issuance
      of common stock pursuant to exercise of warrants
              
              
              174,666
              
              
              
              175
              
              
              
              17,291
              
              
              
              
              
              
              
              17,466Intrinsic
      Value of Convertible Debt
              
              
              -
              
              
              
              -
              
              
              
              2,148,338
              
              
              
              
              
              
              
              2,148,338Value
      of Dutchess Warrants Issued
              
              
              -
              
              
              
              -
              
              
              
              913,043
              
              
              
              
              
              
              
              913,043Net
      loss for the Year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,180,945
              )
              
              
              (2,180,945
              )Balance
      December 31, 2007
              
              
              36,070,707
              
              
              $
              36,340
              
              
              $
              12,787,059
              
              
              $
              (5,010,685
              )
              
              $
              7,812,714See
      notes to the consolidated financial statements.




F-7




PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
      AND PREFERRED STOCKDECEMBER
      31, 2006Common
      and Preferred Stock
              
              
              Additional
      Paid-In Capital
              
              
              Retained
      Deficit
              
              
              TotalShares
              
              
              Par
      ValueBalance
      January 1, 2006
              
              
              9,979,479
              
              
              $
              9,979
              
              
              $
              2,624,467
              
              
              $
              (2,432,310
              )
              
              $
              202,136Reverse
      Split of Common Stock 1-for-10 Sept. 1,2006
              
              
              (8,981,530
              )
              
              
              (8,981
              )
              
              
              
              
              
              
              
              
              
              
              (8,981
              )Issuance
      of Common Stock For services
              
              
              2,123,652
              
              
              
              2,123
              
              
              
              
              
              
              
              
              
              
              
              2,123Issuance
      of Common Stock For Debt Conversion
              
              
              2,200,000
              
              
              
              2,200
              
              
              
              333,139
              
              
              
              
              
              
              
              335,339Issuance
      of Common Stock For Preferred Stock Conversion
              
              
              850,000
              
              
              
              850
              
              
              
              
              
              
              
              
              
              
              
              850Issuance
      of Common Stock For Share Exchange Acquisition
              
              
              17,500,000
              
              
              
              17,500
              
              
              
              
              
              
              
              
              
              
              
              17,500Issuance
      of Preferred Stock
              
              
              60,000
              
              
              
              600
              
              
              
              565,840
              
              
              
              
              
              
              
              566,440Adjustment
      To Retained Deficit
              
              
              
              
              
              
              
              
              
              
              
              3,978
              
              
              
              3,978Net
      loss for the Year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (401,408
              )
              
              
              (401,408
              )Balance
      December 31, 2006
              
              
              23,731,601
              
              
              $
              24,271
              
              
              $
              3,523,446
              
              
              $
              (2,829,740
              )
              
              $
              717,977See
      notes to the consolidated financial statements.


F-8





Patient
Portal Technologies, Inc.


Notes to
Consolidated Financial Statements


For the
Years ended December 31, 2007 and 2006








1.        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Operations and Basis of
Presentation-Patient Portal Technologies, Inc. and its wholly owned
subsidiaries (The “Company”) is in the business of owning, operating and
investing in and marketing equipment primarily in hospital television and cable
facilities. The company’s principal customers are hospitals and hospital
patients. The accompanying consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America.





Consolidation- The
accompanying consolidated financial statements include the accounts of Patient
Portal Technologies, Inc. and its wholly owned subsidiaries.  All
intercompany transactions and balances have been eliminated in
consolidation.





Financial Statement
Preparation- The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts and related disclosures. Actual results may differ from those
estimates.





Revenue Recognition- The
Company recognizes revenue from patient services when payment is received.
Revenue from hospitals for equipment sales or other services is recorded when
the service is performed or the equipment sale is finalized





Income Taxes –Income taxes
are not provided for in these financial statements since the Company incurred a
net loss for the year ended December 31, 2007.





Cash Equivalents-The Company considers
all highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.





Cash Receivable –The Company
performs ongoing credit evaluations of its customers and adjusts credit limits
based upon payment history and the customer’s current creditworthiness, as
determined by review of their credit information. The Company continuously
monitors collections and payments from its customers and maintains a provision
for estimated credit losses based upon historical experience and any specific
customer collection issues that have been identified. Credit losses have
historically been within management’s expectations and the provisions
established. No allowance was made for doubtful accounts.








F-9





Inventories/Supplies – The
Company values inventory in accordance with the First in First out Method.
Inventory consists of televisions for resale, miscellaneous television system
piece parts and supplies associated with the television equipment
business.  The Company regularly reviews inventory quantities on hand and
records a provision for excess and obsolete inventory based primarily on
historical demand and new product designs.





Debt Issuance Costs –Cost
incurred to issue debt are deferred and amortized as interest expense over the
term of the related debt.





Discounts associated with issuance
of debt are amortized over the term of the debt using the interest
method.


Recent Accounting Pronouncements- In September 2006, the FASB issued SFAS NO 157 “Fair Value
Measurements” (SFAS 157) which provides guidance for measuring assets and
liabilities at fair value. SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 is
not expected to have a material impact on the Company’s consolidated financial
statements.





In December 2007, the FASB issued
Statements of Financial Accounting Standards NO. 141 (revised 2007), “Business
Combinations” (FAS 141®) and No. 160, “Noncontrolling Interests in Consolidated
Financial Statements, an amendment for ARB No. 41 (FAS 160)”. FAS 141(R) will
change how business acquisitions are accounted for and FAS 160 will change the
accounting and reporting for minority interests, which will be characterized as
noncontrolling interests and classified as a component of equity. FAS 141(R) and
FAS 160 are effective for fiscal years beginning on or after December 15, 2008
(January 1, 2009 for the Company). The adoption of FAS 141(R) and FAS 160 will
not have a material impact on the Company’s consolidated financial
statements.





2.         BUSINESS
COMBINATIONS AND ACQUISITIONS




During
2007 and 2006, the Company completed two significant acquisitions which were
accounted for as purchases under SFAS No 141, “Business Combinations.” The
assets purchased and liabilities assumed for these acquisitions have been
reflected in the accompanying consolidated balance sheets as of December 31,
2007 and 2006 and the results of operations for the acquisitions are included in
the accompanying consolidated statement of earnings from the respective dates of
acquisition.  Additionally, the company acquired a total of 22 hospital
contracts at various times throughout the year. The operational results of those
contracts have been reflected in the accompanying consolidated financial
statements.





Patient
Portal Connect, Inc.


On December 7, 2006, the Company
acquired 100% of the outstanding shares of Patient Portal Connect, Inc. from its
shareholder in a Share Exchange Agreement, in exchange for 17,500,000 shares of
the company’s common stock.  Patient Portal is a leading provider of
patient centric solutions which assist hospitals improve service and their
financial performance. The integration of Patient Portal with the Company’s
existing operations provides a technology and innovation platform to
aggressively grow the company by expanding the type and number of services it
offers, across numerous healthcare related markets.





F-10





TB&A
Hospital Television, Inc.


On
November 2, 2007, the Company acquired 100% of the outstanding stock in TB&A
Hospital Television, Inc. a privately held company,  TB & A
Hospital Television, Inc. is a leading provider of television systems and
billing services for over 600 hospitals nationwide. As a result of this
acquisition, Patient Portal Technologies can expand its broader product and
service offerings nationwide. <?xml:namespace prefix = o ns =
"urn:schemas-microsoft-com:office:office" />








The
following table summarizes the fair values of assets acquired and liabilities
assumed:





Inventories
            
            $
            90,000Other
      current assets
            
            $
            3,000Property
      and equipment
            
            $
            2,500,000Intangible
      Assets
            
            $
            3,080,000Other
      assets
            
            $
            34,429Accounts
      payable and accrued liabilities
            
            $
            (1,873,000
            )Total
      Purchase Price
            
            $
            3,800,000








Consolidated
proforma revenues for fiscal years 2007 and 2006, giving effect to the Patient
Portal and TB&A acquisitions as if they occurred on January 1, 2007 and 2006
were $13,039,826 and $9,258,073 respectively.











F-11




3.         INVENTORIES                                                                                                           $88,238








4  INVESTMENTS
                 F-12


5.         PROPERTY,
PLANT & EQUIPMENT




Property
and equipment are stated at cost and depreciated and amortized generally on the
straight-line method over their estimated useful lives of three to fifty years.
 Property and equipment consist of the following at December
31,:




2007
              
              
              2006Television
      sets/system installations, equipment
              
              $
              2,590,339
              
              
              $
              52,135Computer
      equipment and Software
              
              
              840,000
              
              
              
              820,000Office
      equipment
              
              
              40,000
              
              
              
              -3,470,339
              
              
              
              878,135Accumulated
      depreciation
              
              
              200,000
              
              
              
              55,847Total
              
              $
              3,270,339
              
              
              $
              (822,288
              )




6.         INTANGIBLE
ASSETS




In
accordance with SFAS No. 142 the Company’s intangible assets are amortized over
the anticipated useful life of the assets. At the end of December 31, 2007
there was $7,070,086 in intangible assets which reflected the unamortized
portion of multi year hospital contracts purchased during 2007. The contracts
are being amortized over a 120 month period using the straight line method. See
note 2.






F-13




7.         LONG-TERM
DEBT


Long-term
debt consists of the following:
 
 12%
      Convertible Debenture
              
              $
              7,000,000Other
      Long-term Debt
              
              
              392,351$
              7,392,351Less:
                Current
      portion of long-term debt
              
              
              1,175,684Discount
      on Convertible Debt
              
              
              3,061,381$
              3,155,286
 
 12% Convertible Debenture
    Other Long term Debt –
Individuals’ payable in monthly installments of $833 to $4804 including interest
at 10 percent expiring at various dates through January 2012.  These
notes are secured by television equipment.






F-14




8.         COMMITMENTS
AND CONTINGENCIES





Lease Commitments - During
the Year ended December 31, 2007 the Company had no equipment leases in
effect.





Rent
expense for the Year ended December 31, 2007 and 2006 was $101,555 and $63,562
respectively.  Future payments under operating leases with terms
currently greater than one year as follows:





2008
            
            $278,1382009
            
            $283,6102010
            
            $283,6102011
            
            $283,6102012
            
            $283,610





Thereafter
$283,610.





Employment Agreements – As of
December 31, 2007, the Company had no Employment Agreement in
effect.





Litigation – From time to
time the Company may be involved in various legal proceedings and other matters,
including nominal disputes with creditors relating to the dollar amount of
outstanding obligations of the Company, arising in the normal course of
business.  The Company believes no such actions would result in
liabilities in excess of amounts accrued in the financial
statements.




Warrants and Options –


Description
              
              Number
              
              
              Exercise
      Price
              
              ExpirationClass
      "A" Warrants
              
              
              365,000
              
              
              $
              2.00
              
              12/31/11Class
      "B" Warrants
              
              
              365,000
              
              
              $
              3.00
              
              12/31/11Class
      "C" Warrants
              
              
              365,000
              
              
              $
              4.00
              
              12/31/11Class
      "D" Warrants
              
              
              3,650,000
              
              
              $
              .50
              
              12/31/09Dutchess Warrants
              
              
              22,826,086
              
              
              $
              .46
              
              11/01/12
  F-15


ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




There
have been no disagreements between the Company and its independent accountants
on any matter of accounting principles or practices, or financial statement
disclosure.






ITEM 8A.
            CONTROLS AND
      PROCEDURES




Disclosure
Controls and Procedures




As of
December 31, 2007, we conducted an evaluation, under the supervision and
with the participation of the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of December 31, 2007.




Management’s
Report on Internal Control over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Internal Control — Integrated
Framework


This
Annual Report includes an attestation report of the Company’s independent
registered public accounting firm regarding internal control over financial
reporting.




Changes
in Internal Control over Financial Reporting




There was
no change in our internal control over financial reporting during the quarter
ended December 31, 2007 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.




Item 8B.
            Other
      Information




None.





23





PART
III




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




The
information called for by this Item and not provided above in Item 4A is
incorporated by reference to our proxy statement which we intend to file with
the Securities and Exchange Commission and mail to shareholders within 120 days
of our fiscal year ended December 31, 2007.






Item 10.
            Executive
      Compensation.




The
information required by this Item is incorporated by reference to our proxy
statement which we intend to file with the Securities and Exchange Commission
and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.






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




The
information required by this Item is incorporated by reference to our proxy
statement which we intend to file with the Securities and Exchange Commission
and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.






Item 12.
            Certain Relationships and Related
      Transactions, and Director
Independence.




The
information required by this Item is incorporated by reference to our proxy
statement which we intend to file with the Securities and Exchange Commission
and mail to shareholders within 120 days of our fiscal year ended
December 31, 2007.






Item 13.
            Exhibits.




(a)(1)
Financial Statements




Our
consolidated financial statements and notes to our consolidated financial
statements filed with this report are set forth as follows:






Item 14.
            Principal Accounting Fees and
      Services.




The
information required by this item is incorporated by reference to our proxy
statement which we intend to file with the Security and Exchange Commission and
mail to shareholders within 120 days of our fiscal year ended December 31,
2007.
















24





SIGNATURES








In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








PATIENT
PORTAL TECHNOLOGIES, INC.











July
      21, 2008
            by:
            /s/ KEVIN
      KELLYKevin
      KellyPresidentJuly
      21, 2008
            by:
            /s/ Thomas
      HaganThomas
      HaganSecretary,
      Acting CFOJuly
      21, 2008
            by:
            /s/ Daniel
      CoholanDaniel
      CoholanDirector





























25