U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   Annual report under Section 13 or 15(d) of the Securities  Exchange Act of
      1934 for the fiscal year ended DECEMBER 31, 2003.


                                    Commission file number: ____________________


                               PRACTICEXPERT, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


            NEVADA                                             87-0622329
------------------------------                           ----------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)


                 2150 CAHUENGA BLVD. #215, TOLUCA LAKE, CA 91602
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (818) 655-9945
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act:         NONE

Securities registered under Section 12(g) of the Exchange Act:

         Title of Each Class          Name of each Exchange on Which Registered
         -------------------          -----------------------------------------
  COMMON STOCK ($0.001 PAR VALUE)                       OTC BB


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

                                 Yes [X] No [ ]

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B not 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].

      The issuer's total  consolidated  revenues for the year ended December 31,
2003,  were  $3,379,258,   net  of  revenues  from  discontinued   operation  of
subsidiaries.

      The aggregate  market value of the registrant's  common stock,  $0.001 par
value held by non-affiliates was approximately $9,276,000,  based on the closing
price for the common  stock on March 19,  2004.  Shares of Common Stock known by
the registrant to be beneficially  owned by the  registrant's  directors and the
registrant's executive officers subject to Section 16 of the Securities Exchange
Act of 1934 are not included in the computation.  The registrant,  however,  has
made no determination  that such persons are "affiliates"  within the meaning of
Rule 12b-2 under the  Securities  Exchange Act of 1934.  On March 19, 2004,  the
number of shares outstanding of the registrant's  common stock, $0.001 par value
(the only class of voting stock), was 23,275,934.


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                              <C>
PART I............................................................................................................1
     ITEM 1.      DESCRIPTION OF BUSINESS.........................................................................1
     ITEM 2.      DESCRIPTION OF PROPERTY.........................................................................5
     ITEM 3.      LEGAL PROCEEDINGS...............................................................................5
     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................6

PART II...........................................................................................................7
     ITEM 5.      MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
                  EQUITY SECURITIES...............................................................................7
     ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......................................9
     ITEM 7.      FINANCIAL STATEMENTS...........................................................................13
     ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...........35
     ITEM 8A.     CONTROLS AND PROCEDURES........................................................................35

PART III.........................................................................................................36
     ITEM 9.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................36
     ITEM 10.     EXECUTIVE COMPENSATION.........................................................................37
     ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.40
     ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................44
     ITEM 13.     EXHIBITS LIST AND REPORTS ON FORM 8-K..........................................................44

INDEX TO EXHIBITS................................................................................................46
</TABLE>

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL HISTORY OF COMPANY

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

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

      On June 27, 2003, the Company entered into a stock purchase  agreement for
the sale of all of the issued and  outstanding  stock of the Clover,  Inc., to a
former  member of Thaon's  board of Directors.  Pursuant to the  Agreement,  the
Company  sold  100%  of  the  outstanding   stock  of  the  Clover,   Inc.,  for
consideration  of 100,000 shares of the Company's common stock owned by him. The
Clover was the only remaining operating subsidiary of the Thaon business units.

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

      On July 31,  2003 the Company  acquired  all of the  outstanding  stock of
Healthcare  Billing  Solutions,  Inc.,  Great Falls,  Montana,  a small  medical
billing and practice  management  company operating in the Great Falls area, for
10,000  shares of the  Company's  common stock and the  assumption  of a $10,000
note.

      On September 10, 2003, the Company entered into a stock transfer agreement
to transfer 100% of the Company's holdings in PTS, Castpro.com and PTD to Future
Options,  Inc. Future Options,  Inc.  assumed all obligations of these entities.
These  subsidiaries  were  all  non-operating  subsidiaries  and  relate  to the
Company's former discontinued business operations.

      On September  30, 2003,  the Company  purchased the remaining 8% of PXSC's
outstanding  common stock that it did not own by issuing  472,860  shares of the
Company's  common stock and 111,736  shares of  Preferred  Series C stock to the
remaining PXSC stockholders.

      On November 1, 2003 the Company  acquired all of the outstanding  stock of
National Health Care Management  Services,  Inc.,  Buckhannon,  West Virginia, a
medical billing and practice management company providing services to physicians
in West Virginia and  surrounding  states,  for $150,000  worth of the Company's
common  stock,  $150,000 in cash and a $150,000  seller note  payable  over four
years.


                                       1
<PAGE>

BUSINESS OVERVIEW

      PracticeXpert,  Inc.  ("PXPT",  "PracticeXpert",   or  the  "Company"),  a
healthcare  services  and  technology  company,  is in the business of providing
"turn-key"  administrative  services  to, as well as  developing  and  deploying
systems, technologies and services designed to improve operational efficiencies,
reduce  billing  errors and enhance cash flow for,  medical  practitioners.  Our
services revolve around our flagship Revenue Management System,  PXPERT(TM), and
include medical billing and accounts receivable management, practice management,
transcription,  and  consulting.  Where  applicable,  PracticeXpert  bundles its
technology  applications with its billing and other practice management services
to provide a complete and integrated  solution to its physician  customers.  The
PXPERT system provides for data capture in the physician's  office,  utilizing a
hand-held  pocket pc, or other remote data  capture  device.  Further,  the data
undergoes  an  electronic  data  review  at point  of  entry,  allowing  for the
immediate correction of input errors on medical claims data.

      We  completed  beta  testing of our system in early 2002 and  subsequently
embarked on a growth strategy under which we began acquiring independently owned
medical  billing  service  and  practice  management  companies  in  what  is  a
fragmented  industry  characterized by "mom and pop" operations.  During 2002 we
successfully completed two acquisitions, and began the process of "creeping" our
technology   solutions   into  the  existing   customer  base.  To  the  medical
practitioner,   adopting  PXPERT  is  financially  attractive  as  there  is  no
additional  cost to the user and using the system has a positive  impact on cash
flow.  During 2003 we  acquired  two  additional  medical  billing and  practice
management  companies and formed a subsidiary,  PracticeXpert of Texas,  Inc. to
provide a full range of practice management services in Texas.  Customers of the
acquired companies have been receptive to adopting the new technology,  and as a
result at December 31, 2003 PracticeXpert had successfully  deployed, and had in
use in a  variety  of  medical  settings,  approximately  30  hand-held  devices
operating our PXPERT Revenue Management System.

      The financial  impact to  PracticeXpert  of having its customers adopt the
PXPERT system is significant.  Medical billing is basically an outsourced  labor
business,  with labor and labor related costs accounting for between 70% and 80%
of all  expenses.  Of that,  up to 35% of labor is directly tied into basic data
entry and error  correction  from paper encounter forms submitted by the medical
practitioner. For those customers using a hand-held or other remote input device
the "charge-entry"  data entry function is eliminated,  as are a majority of the
coding errors,  thus providing immediate and substantial savings in labor costs,
and  freeing  up  employees  to  focus  on  problem  solving  and   collections.
Additionally,  a portion of this labor  savings  can be passed on to the medical
practitioner as a further incentive to use the technology.

      We are  continuing  on our plan of  acquiring  other  medical  billing and
related  services  companies  and  continue  with the  process of  creeping  our
technology  into our  customer  base.  We are  currently  in  varying  stages of
negotiations to acquire a number of additional  companies.  We anticipate future
growth will come from a combination of the continuation of acquisition strategy,
and from new business  generated through both our corporate and divisional sales
and marketing initiatives.

MARKETS AND COMPETITION

      The  outsourced  medical  billing and  practice  management  industry is a
multi-billion  dollar  industry  servicing a growing  number of  physicians  who
contract with outsourced  service  providers.  There are  approximately  700,000
licensed   physicians  in  the  United   States.   Of  particular   interest  to
PracticeXpert  are the over 200,000  community-based  specialists  in the United
States  because  specialists  tend  to  bill  substantially  more  than  general
practitioners,  and  specialists  tend to deal with more complex  insurance  and
Medicare  rules,  making their need for competent and  knowledgeable  billing so
much the greater.


                                       2
<PAGE>

      We market our services to physicians and physicians  groups throughout the
United  States  through our operating  divisions,  and through our corporate new
business  development team. Our operating  divisions market our services through
seminars,  conferences,  consultations and referrals. Our corporate new business
development team markets our services through strategic relationships with other
healthcare  providers,  with  organizations  that provide other  services to our
target   customer   base,   and   through  a  network   of   independent   sales
representatives.

      The industry is fragmented,  characterized  by thousands of small "mom and
pop" operations.  We believe that a significant  reason for the fragmentation is
the fact that medical billing is labor intensive,  thus building a large medical
billing company,  without the introduction of labor saving technology,  does not
provide economies of scale. The outsourced physician services industry is highly
competitive.  We compete  with other  medical  billing and  practice  management
services companies,  both large and small, and with practice management software
providers  that sell their  software to  physician  customers  who would  rather
perform these business functions in-house as opposed to outsourcing. Competition
is based upon the billing  service  company's  relationship  with its  physician
customers, pricing, quality of collections and coding, use of technology and the
delivery of quality management services.

PRODUCT AND SERVICE

      PracticeXpert  stratifies its service  offerings  into four products;  the
PXPERT  Revenue  Management  System,  transcription,  practice  management,  and
consulting.

      PracticeXpert  has developed a revenue  management system (medical billing
and  accounts  receivable  management),   called  PXPERT,  which  automates  and
streamlines data capture,  billing, and documentation for medical providers. The
system provides for data capture in the  physician's  office through a hand-held
pocket  pc  or  other  remote  data  capture   device.   Through   customizable,
specialty-focused  templates,  physicians can electronically  complete a patient
encounter  form and dictate  notes from patient  visits.  The  specialty-focused
templates are embedded with thousands of local payer and medical policy rules to
reduce the frequency of rejected  claims as well as ensure that the  appropriate
diagnosis  code  (disease   classification)   and  procedure  codes  (treatments
performed)  are  selected.  The revenue  management  software is a  considerable
benefit for  physicians  as they may lose  thousands of dollars per month due to
inaccurate  coding and lost  charges.  Additionally,  PXPERT  can  significantly
reduce or eliminate the need for a manual  review and  redundant  administrative
activities  by the billing  manager,  nurse,  or physician.  PXpert  bundles our
proprietary  software  delivered over a hand-held  platform,  with our extensive
knowledge of medical  billing.  However,  for those physicians not interested in
using  hand-held  technology,  we can still provide a  top-quality  traditional,
paper- based billing solution.

      In  addition  to  medical  billing  and  accounts  receivable  management,
PracticeXpert  also  offers  more  complete  practice   management  services  to
physicians,   which  may  include  such  activities  as  contract   negotiation,
credentialing,  accounting,  payroll, purchasing, and human resources. Typically
the  services  to be  provided  are client  specific,  based upon that  client's
particular needs in his or her medical practice.

      We also  provide  transcription  services to  physicians.  Physicians  are
required to maintain  notes in the  patient's  file  relating to the  treatment,
diagnosis  and  observations  of the  physician as to the  patient's  condition.
Historically,  physicians  would  maintain  such  notes  longhand.  Today,  many
physicians  dictate  their  notes  into a  recording  device.  The  files on the
recording device are transmitted to transcribers,  who type the information into
a  word-processing  document,  and return the typed information to the physician
for inclusion in the patient's records.


                                       3
<PAGE>


      Finally,  we  provide a variety  of  consulting  services  to  physicians,
including   such   activities   as  analyzing   current  work  flow  to  uncover
inefficiencies,  auditing  current  billing  procedures  to  identify  errors or
problems,  assisting  with office design and layout and setting up new physician
practices.

      Our services  are  typically  provided to our  physician  customers  under
service  agreements  that  range  from one to three  years and  typically  renew
automatically. We charge physicians for our PXPERT(TM) Revenue Management System
a percentage of the physician billings that we collect on their behalf.  Typical
services rates are in the range of 7% to 8% of collections, are competitive with
the market,  and may be higher or lower  depending  upon the breadth of services
being provided and the  complexity of the billing  operations.  Other  services,
such as  transcription,  practice  management  and  consulting,  are  charged at
industry  competitive  rates.  As of December  31,  2003 we provide  services to
approximately 200 physicians through 53 clients in 14 states.

HEALTHCARE INDUSTRY

      Our business is affected by the general trends in the healthcare industry.
As healthcare costs have risen over the years,  increasing focus has been placed
upon the costs associated with the delivery of healthcare.  Consequently, payers
such as insurance  companies  and Medicare have embarked on programs to limit or
even reduce reimbursement to medical practitioners. These changes have increased
the  demand  for  products  and  services,  such as ours,  that  assist  medical
practitioners   in  dealing  with  the   complexity   of  medical   billing  and
reimbursement,  while  allowing  them more time to focus on  quality of care for
their patients.

      Governments  and  private  payers  have  developed  initiatives  to reduce
payments for healthcare services,  all of which may affect our revenues,  as our
revenues are typically  based upon what we are able to collect for our physician
customers.  Further,  to the degree that payers  increase the  complexity of the
billing and payment  process,  we may experience  increased costs related to the
providing of our services.

      Government regulations and standards for electronic transactions,  privacy
and  information  security  issued under the Health  Insurance  Portability  and
Accountability  Act of  1996  ("HIPAA")  are  major  issues  in  the  healthcare
industry,  and are a major concern to us.  Although we do not expect the cost of
complying  with  HIPAA  to  have a  material  effect  on our  operations,  these
regulations  may require us to enhance or revise our products and services,  and
how we deliver them. They may also create  additional demand for our services as
medical practitioners struggle to deal with these regulations.

REGULATIONS

      The Company's  business is subject to numerous  federal and state laws and
to a broad range of complex regulations,  programs to combat fraud and abuse and
increasing  restrictions on reimbursement for healthcare  services.  Each of the
major federal healthcare payment programs  (Medicare,  Medicaid and TRICARE) has
its  own  set of  complex  and  sometimes  conflicting  regulations.  Additional
regulations  have been  mandated  by the  Balanced  Budget Act and HIPAA,  and a
number of states have also imposed significant regulatory programs applicable to
billing and payment for healthcare services.

      The  federal  government  has  maintained  a  significant  emphasis on the
prevention of healthcare fraud and abuse.  Pursuant to the False Claims Act, the
Medicare and Medicaid Patient and Program  Protection Act of 1987 and HIPAA, the
federal  government  has  statutory  authority to impose both civil and criminal
sanctions and penalties for submission of false claims to  governmental  payers.
Civil monetary penalties of up to $50,000 per offense may be imposed, as well as
exclusion  from  participation  in Medicare  and other  governmental  healthcare
programs.  In addition,  the False Claims Act allows a private  party to bring a
"qui tam" or  "whistleblower"  suit  alleging the filing of false or  fraudulent
Medicare or Medicaid  claims or other  violations of the statute and to share in
any damages and civil  penalties paid to the  government.  The U.S.  Health Care
Financing Administration ("HCFA") also offers rewards for information leading to
recovery of Medicare funds, and HCFA has begun to engage private  contractors to
detect and investigate fraudulent billing practices.


                                       4
<PAGE>


      In accordance with HIPAA, final rules were published in 2000 regarding the
standards  for  electronic  transactions  as well as  standards  for  privacy of
individually  identifiable  health  information.  These  rules set new or higher
standards for the healthcare industry as to handling healthcare transactions and
information, with penalties for noncompliance.

      The transaction  standard  regulations  establish electronic standards for
eight of the most common  healthcare  transactions  by  reference  to  technical
standards  promulgated by recognized standards publishing  organizations.  Under
these  standards,  any  party  transmitting  or  receiving  health  transactions
electronically  will send and receive data in a single  format,  rather than the
large number of different data formats currently used.

      The Company handles  patient health  information in the ordinary course of
its  business.   HIPAA  privacy  standards  require  the  Company  to  establish
safeguards  with  regard to  security,  access  and use of the  information,  to
restrict  the manner in which the  information  is used by other  parties and to
provide access to individuals to inspect and correct the information. Failure to
do so may  result in  governmental  enforcement  actions.  There are also  state
privacy  actions that can be brought by  individuals  who believe their personal
information has been misused.

      The Company has a  well-established  compliance  program modeled after the
Office  of  Inspector   General's  ("OIG")   Compliance   Program  Guidance  for
Third-Party  Medical Billing Companies that is designed and maintained to detect
and prevent regulatory  violations.  The Company believes its compliance program
is  effective.  However,  a  compliance  program  cannot be  expected to provide
absolute  assurance of  compliance  with the law. The  existence of an effective
compliance  program,  though,  may reduce  the  severity  of civil and  criminal
sanctions for certain healthcare related offenses. We believe we are in material
compliance with all federal and state health care regulations  governing medical
billing.

EMPLOYEES

      As of March 19,  2004,  the Company had a total of 77  employees  employed
full-time and 14 independent workers engaged on a subcontract basis.

ITEM 2. DESCRIPTION OF PROPERTY

      The  Company's  principal  executive  office is leased  and is  located in
Toluca  Lake,  California.  These  offices are shared with one of the  Company's
operating subsidiaries.  The lease for that office expires in December, 2009. In
addition to its  principal  office,  the Company  operates  four other  business
offices  located in West Virginia,  Idaho,  Montana and Texas.  All of the other
facilities are leased at market rates from  non-affiliates with expiration dates
that vary through  October,  2007.  Although the facilities vary in terms of age
and condition,  management  believes that these  facilities  have generally been
well maintained and are adequate for current operations.


                                       5
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

      In 2002,  the  landlord of the  building  where the  corporate  office was
located until May of 2002 filed a Complaint  against the Company for unpaid rent
in the amount of $212,000.  On July 18, 2003 the Company  settled the  complaint
for a cash payment of $20,000.

      On August 22,  2002,  Woltjen Law Firm,  PLLC sued the Company and certain
former officers and/or directors of the Company.  The plaintiff  alleged that it
was  fraudulently  induced by the  Company to provide  legal  services  by false
promises of payment and that the Company is in breach of contract.  In an effort
to settle this matter,  the Company agreed to make periodic payments to Woltjen.
Payments were made to the satisfaction of the plaintiff and the legal action was
dismissed on October 6, 2003.

      On August 19,  2002,  a lawsuit  initiated by Simon G. Talbot and Corey K.
Quinn,  former  officers  and  directors  of the  Company,  against the Company,
certain former officers and/or  directors and Mr. Kevin Quinn was settled out of
court. All payments due under the settlement were made during the fourth quarter
of 2003 and the first quarter of 2004, and the action was dismissed accordingly.

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

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

      None.



                                       6
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES

      The Company's  common stock is quoted on the OTC Bulletin  Board under the
symbol "PXPT".

      The high and low closing bid and ask prices for the fiscal  years 2002 and
2003, and for the first quarter of 2004, are as follows:


     Year     Quarter                   High*              Low*

     2002     First                     $12.25            $0.70
              Second                    $ 1.45            $0.15
              Third                     $ 0.45            $0.10
              Fourth                    $ 0.35            $0.05

     2003     First                     $ 0.20            $0.02
              Second                    $ 0.51            $0.07
              Third                     $ 1.80            $0.06
              Fourth                    $ 1.00            $0.55

     Year     Quarter                    High              Low

     2004     First                     $ 0.65            $0.56

* On January 10, 2003 the Company effectuated a 1 for 50 reverse stock split. On
July 17, 2003,  the Company  effectuated  a 1for 20 reverse  stock split.  These
prices reflect post-split values.

      As of March 19, 2004, there were approximately 23,275,934 shares of common
stock issued and outstanding held by approximately 2,350 shareholders of record.

DIVIDENDS ON THE COMMON STOCK

      The Company has not  declared a cash  dividend on its Common  Stock in the
last two fiscal years and the Company does not  anticipate the payment of future
dividends.  The Company may not pay  dividends on its Common Stock without first
paying dividends on its Preferred Stock.  There are no other  restrictions  that
currently limit the Company's ability to pay dividends on its Common Stock other
than those generally imposed by applicable state law.

RECENT SALES OF UNREGISTERED SECURITIES

      During  the year  ended  December  31,  2003,  234,914  shares of Series B
convertible Preferred stock were converted to 2,349,140 shares of common stock.

      During the year ended  December  31,  2003,  2,000,000  shares of Series D
convertible  Preferred  stock were  converted  into  1,754,386  shares of common
stock.


                                       7
<PAGE>


      During the year ended December 31, 2003, the Company issued 555,161 shares
of common stock for cash amounting $249,073.

      During the year ended  December 31, 2003,  the Company issued common stock
in exchange of various services as follows:

      During the year ended December 31, 2003, the Company issued 299,286 shares
of common stock as promotional  and marketing  fees  amounting to $199,948.  The
Company issued 912,658 shares of common stock for legal and consulting  services
amounting  to  $1,069,420.  The Company  issued 8,625 shares of common stock for
interest  amounting to $13,443 and 25,405 shares for dividend payment  amounting
to $17,897.  The  Company  issued  27,499  shares of common  stock for  employee
bonuses amounting to $30,624.  The Company issued 500 shares of its common stock
for  charitable  contributions  amounting to $422.  The Company  issued  104,216
shares of common stock for a legal  settlement  amounting  $82,956.  The Company
issued  92,195  shares of common  stock  valued at  $123,828  for the payment of
accounts  payables.  The  Company  issued  107,238  shares of  common  stock for
directors' and advisory board member fees amounting $144,746. The Company issued
200,000 shares of common stock as collateral on a note.

      During the year ended December 31, 2003, the Company issued 125,000 shares
of common stock for subscription receivable of $35,000.

      During the year ended  December 31, 2003, the Company issued 10,000 shares
of common stock valued at $10,910 to purchase Healthcare Billing Solutions, Inc.

      During the year ended  December 31,  2003,  the Company  issued  8,143,456
shares of common stock to purchase Practice Xpert Services Corporation valued at
$14,129,238.

      During the year ended December 31, 2003, the Company issued 191,815 shares
of common  stock to purchase  National  Health Care  Management  Services,  Inc.
valued at $150,000.

      The foregoing  transactions  were exempt from Section 5 of the  Securities
Act of 1933 pursuant to Section 4(2) of the Securities Act.


                                       8
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING INFORMATION

      This information statement contains forward-looking  statements.  For this
purpose,  any statements  contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.  These statements relate to
future events or to our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may,"  "will,"
"should,"   "expects,"   "plans,"   "anticipates,"    "believes,"   "estimates,"
"predicts,"  "potential"  or  "continue"  or the negative of such terms or other
comparable terminology. These statements are only predictions.  Actual events or
results may differ  materially.  There are a number of factors  that could cause
our  actual  results  to  differ   materially   from  those  indicated  by  such
forward-looking statements.

      Although we believe that the expectations reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,   performance,   or   achievements.   Moreover,   we  do  not   assume
responsibility  for  the  accuracy  and  completeness  of  such  forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this  information  statement  to conform  such  statements  to
actual  results.  The foregoing  management's  discussion and analysis should be
read in  conjunction  with the  Company's  financial  statements  and the  notes
herein.

GENERAL

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

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

      On June 27, 2003, the Company entered into a stock purchase  agreement for
the sale of all of the issued and  outstanding  stock of the Clover,  Inc., to a
former  member of Thaon's  board of Directors.  Pursuant to the  Agreement,  the
Company  sold  100%  of  the  outstanding   stock  of  the  Clover,   Inc.,  for
consideration  of 100,000 shares of the Company's common stock owned by him. The
Clover was the only remaining operating subsidiary of the Thaon business units.

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


                                       9
<PAGE>


      On July 31,  2003 the Company  acquired  all of the  outstanding  stock of
Healthcare  Billing  Solutions,  Inc.,  Great Falls,  Montana,  a small  medical
billing and practice  management  company operating in the Great Falls area, for
10,000  shares of the  Company's  common stock and the  assumption  of a $10,000
note.

      On September 10, 2003, the Company entered into a stock transfer agreement
to transfer 100% of the Company's holdings in PTS, Castpro.com and PTD to Future
Options,  Inc. Future Options,  Inc.  assumed all obligations of these entities.
These  subsidiaries  were  all  non-operating  subsidiaries  and  relate  to the
Company's former discontinued business operations.

      On September  30, 2003,  the Company  purchased the remaining 8% of PXSC's
outstanding  common stock that it did not own by issuing  472,860  shares of the
Company's  common stock and 111,736  shares of  Preferred  Series C stock to the
remaining PXSC stockholders.

      On November 1, 2003 the Company  acquired all of the outstanding  stock of
National Health Care Management  Services,  Inc.,  Buckhannon,  West Virginia, a
medical billing and practice management company providing services to physicians
in West Virginia and  surrounding  states,  for $150,000  worth of the Company's
common  stock,  $150,000 in cash and a $150,000  seller note  payable  over four
years.

SIGNIFICANT ACCOUNTING POLICIES

      REVENUE  RECOGNITION - The majority of the Company's  revenue is generated
from medical billing and accounts receivable management,  which is a fundamental
deliverable  service of the PXPERT  Revenue  Management  System.  Fees for these
services are primarily  based on a percentage of net collections on our clients'
accounts receivable. Revenue is recognized and our customers are billed when our
customers  receive payment on those accounts  receivable.  Revenues on our other
services,  such  as  practice  management,  transcription  and  consulting,  are
recognized on a periodic basis, typically monthly, as services are performed for
our clients.

      CLIENT LISTS - The clients acquired  through  acquisition are valued based
on a discounted cash flow formula that considers projected client profitability,
projected  client growth rate and projected  client  retention  rate. The Client
Lists are reviewed regularly by management and the value of the Client Lists are
adjusted for any  impairment  in client  value.  The Client Lists are  amortized
based upon the  expected  maximum  retention  life of each client at the time of
acquisition, generally between two and nine years.

RESULTS OF OPERATIONS

      The following sections discuss the results of operations. See notes to the
Consolidated Financial Statements and Independent Auditors Report for additional
information.

YEAR 2003 COMPARED TO YEAR 2002

      Consolidated  net  revenue  for the  year  ended  December  31,  2003  was
$3,379,258 as compared to  consolidated  net revenue for the year ended December
31, 2002 of $1,852,934,  an increase of $1,526,324 or 82%. Revenues increased as
a result of the  recording of a full year's worth of revenues for KR Johnson and
Associates,   Inc.,  acquired  in  July  2002,  and  Healthcare   Administrative
Management  Corporation,  acquired in April 2002,  as opposed to 2002,  in which
year revenues were recorded for these operating  divisions only from the date of
acquisition  through to December 31. Revenues also increased in 2003 as a result
of the completion of two acquisitions during 2003, Healthcare Billing Solutions,
Inc.  in August,  2003 and  National  Healthcare  Management  Services,  Inc. in
November  2003.  Finally,  revenue also  increased as a result of the  Company's
sales and marketing  activities,  which generated  additional  business from new
clients during 2003.


                                       10
<PAGE>


      Consolidated  operating expenses for the year ended December 31, 2003 were
$5,580,721  as compared to  consolidated  operating  expenses for the year ended
December 31, 2002 of  $2,112,533,  an increase of $3,468,188 or 163%.  Operating
expenses increased, in part, as a result of the recording of a full year's worth
of operating  expenses  for KR Johnson and  Associates,  Inc.,  acquired in July
2002, and Healthcare  Administrative  Management Corporation,  acquired in April
2002,  as opposed to 2002,  in which year  operating  expenses were recorded for
these operating  divisions only from the date of acquisition through to December
31.  Operating  expenses also increased in 2003 as a result of the completion of
two acquisitions during 2003, Healthcare Billing Solutions, Inc. in August, 2003
and National Healthcare Management Services, Inc. in November 2003.

      Of  the  operating  expenses,  $3,257,178  are  expenses  incurred  by the
operating  divisions  directly  associated with the servicing of clients and the
generation of revenue.

      Of the operating expenses,  $2,323,543 are expenses incurred for corporate
overhead,  including  consultants and advisors  engaged to assist with financing
and  acquisitions  ($1,070,505),   investor  relations  ($145,956),   sales  and
marketing  ($353,103),  directors fees ($145,956),  amortization of client lists
($217,690),  auditing  fees  ($132,250)  and  legal  fees  ($67,598).  Corporate
overhead expenses increased  substantially in 2003 over 2002 in conjunction with
the  Company  merging  into the public  entity,  as the  Company  stepped up its
acquisition  and fund  raising  activities,  and as the  Company  embarked  on a
program  to  build  a  national  sales  and  marketing  team.  During  the  year
approximately  $1,910,000 in services  (including  the  settlement of debt) were
obtained by issuing  stock,  most of which was  restricted.  In accordance  with
prescribed  accounting  regulations,  services  acquired through the issuance of
restricted  stock  are  valued  based  upon the  market  value of an  equivalent
quantity of free trading stock at the time the stock is issued.

      We reported net income of $623,414, or a basic net income per common share
of $0.07 and a fully  diluted net income per common  share of $0.01 for the year
ended  December  31,  2003  compared  to a net loss of  $95,244,  or a basic and
diluted net loss per common share of $0.02 for the year ended December 31, 2002.
The net income  for the year  includes  $1,786,341  in  expenses  paid in stock,
$175,678  non-cash  expense for impairment of client lists,  $321,221 in accrued
dividends  on  Preferred  Stock  which are  payable in stock,  at the  Company's
option,  and a one-time gain of $3,433,069 on the disposal of  subsidiaries  and
their  related  discontinued  operations.  The net  income  for the  year  ended
December 31, 2002 included a gain on the settlement of debt of $302,779.

      We believe a  significant  measure of our  progress in  accomplishing  our
business objectives is the number of customers we service, the number physicians
those customers include,  and the number of deployed hand-held devices utilizing
our PXpert Revenue Management System being used, and paid for, by our customers.
As of December 31, 2003 we had 53 customers,  which included  approximately  200
physicians,  and we had  approximately 30 hand-held devices utilizing our PXpert
Revenue Management System being used by our customers.

LIQUIDITY AND CAPITAL RESOURCES

      As of  December  31,  2003,  PracticeXpert  had  $71,017  in cash and cash
equivalents.  Current  assets at December  31, 2003 were  $510,488,  compared to
current  liabilities of $2,518,779,  resulting in a working  capital  deficit of
$2,008,291. Of the current liabilities at December 31, 2003, $728,884 relates to
dividends  payable  on  Preferred  Stock,  which  may be  paid in  stock  at the
Company's option, and $422,781 relates to subscription  agreements for stock not
yet issued.


                                       11
<PAGE>

      Our only sources of liquidity  are our bank  accounts,  our unused  credit
facilities,  which at  December  31,  2003 were  fully  drawn and our  revenues.
Earlier in the year we began a process of  diligently  seeking  capital  for the
firm to allow us to embark on a program  of  expansion,  as well as pay  certain
obligations  resulting from the operations of Thaon prior to its  acquisition of
PraticeXpert.  We raised  $272,877  during the year ended December 31, 2003 from
the sale of stock to investors, and were able to acquire in excess of $1,910,000
worth of business  services in exchange for stock.  We continue to seek capital,
primarily  for  expansion  plans,  but there can be no  assurances  that we will
receive the needed  investment  capital to fully execute on our business  plans,
pay off any of the outstanding liabilities, and/or maintain operations.

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

FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY

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

INFLATION

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

SUBSEQUENT EVENTS

      On March 1, 2004 a recently formed 100% owned subsidiary of PracticeXpert,
PracticeXpert of Texas, Inc., acquired the business and related assets of Singer
MedScript,  a medical  transcription  company  located in  Houston,  Texas,  for
$150,000 in cash and a $150,000 three year interest bearing seller note.


                                       12
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
PracticeXpert Inc.
(Formerly, Thaon Communications, Inc.)

We have audited the  accompanying  consolidated  balance sheets of PracticeXpert
Inc.  (Formerly,  Thaon  Communications,  Inc),  a  California  corporation  and
subsidiaries  (the  "Company")  as of December 31, 2003 and 2002 and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
then ended.  These consolidated  financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of 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.   We  believe  that  our  audits  provide  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  PracticeXpert,  Inc. as of
December 31, 2003 and 2002 and the results of its  operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The Company has accumulated deficit of $7,634,312 including the total
shareholders'  deficit amount of $466,911 on December 31, 2003. These factors as
discussed in Note 16 to the financial statements, raises substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 16. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
April 9, 2004


                                       13
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003


                                     ASSETS

<TABLE>
<CAPTION>
CURRENT ASSETS:
<S>                                                                         <C>
    Cash & cash equivalents                                                 $    71,017
    Prepaid expenses                                                            104,854
    Accounts receivable, net                                                    333,999
    Other current assets                                                            618
                                                                            -----------
           Total current assets                                                 510,488

PROPERTY AND EQUIPMENT, NET                                                     184,071

OTHER ASSETS
    Deposits                                                                      7,235

INTANGIBLES:
    Software, net                                                               398,365
    Client lists, net                                                         1,724,559
                                                                            -----------
                                                                            $ 2,824,718
                                                                            ===========


    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Accounts payable & accrued expenses                                     $   747,566
    Notes payable - related party                                               162,924
    Notes payable                                                               276,349
    Advances                                                                    422,781
    Other current liabilities                                                   180,275
    Dividends payable                                                           728,884
                                                                            -----------
           Total current liabilities                                          2,518,779

Note Payable, related party - long term                                         253,616
Note Payable - long term                                                         19,234
Convertible note                                                                500,000

COMMITMENTS

STOCKHOLDERS' DEFICIT
    Preferred stock - unclassified, authorized shares
      36,000,000, none issued
    Preferred stock - Series A convertible 6%, $1 par value,
      authorized shares 3,000,000, issued and outstanding 1,650,000           1,650,000
    Preferred stock - Series B convertible 8%, $1 par
      value, authorized shares 2,000,000, issued and
      outstanding 197,783                                                       197,783
    Preferred stock - Series C convertible 6%, $.001 par value,
      authorized shares 2,000,000, issued and outstanding 1,983,736               1,984
    Preferred stock - Series D convertible 6%, $1 par value;
      authorized shares 3,000,000, issued and outstanding 100,000               100,000
    Preferred stock - Series E convertible 8%, $.001 par value;
      authorized shares 2,000,000, issued and outstanding 120,000                   120
    Preferred stock - Series F convertible 8%, $.001 par value;
      authorized shares 2,000,000, issued and outstanding 50,000                     50
    Common stock, $.001 par value; authorized shares 200,000,000;
      issued and outstanding 11,225,102                                          15,388
    Shares to be issued, 13,333 shares of Series F preferred stock, and
       42,286 shares of common stock                                             33,804
    Treasury Stock, 49,000 shares of common stock                              (285,000)
    Subscription receivable                                                     (35,000)
    Additional paid in capital                                                5,488,272
    Accumulated deficit                                                      (7,634,312)
                                                                            -----------
           Total stockholders' deficit                                         (466,911)

                                                                            $ 2,824,718
                                                                            ===========
</TABLE>

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


                                       14
<PAGE>

                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATION
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                             2003              2002
                                                        ------------      ------------
<S>                                                     <C>               <C>
NET REVENUE                                             $  3,379,258      $  1,852,934

OPERATING EXPENSES                                         5,580,721         2,112,533
                                                        ------------      ------------

LOSS FROM OPERATIONS                                      (2,201,463)         (259,599)

Non-operating Income (expense):
      Gain on forgiveness of debt                                 --           302,779
      Net loss on legal settlement                           (30,630)               --
      Gain on sales of assets                                 32,361                --
      Impairment of client list                             (175,678)               --
      Impairment of fixed assets                             (25,727)               --
      Interest income                                          2,842             4,665
      Interest expense                                       (87,739)         (102,489)
                                                        ------------      ------------
      Total non-operating income (expense)                  (284,571)          204,955
                                                        ------------      ------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES       (2,486,034)          (54,644)

INCOME TAXES                                                   2,400             1,600
                                                        ------------      ------------

LOSS FROM CONTINUING OPERATIONS                           (2,488,434)          (56,244)

DISCONTINUED OPERATIONS
  Gain on disposal of subsidiaries, net                    3,433,069                --
                                                        ------------      ------------

NET INCOME (LOSS)                                            944,635           (56,244)

Dividend requirement for preferred stock                    (321,221)          (39,000)
                                                        ------------      ------------

NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS     $    623,414      $    (95,244)
                                                        ============      ============

BASIC WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING*                              9,545,365         4,190,195
                                                        ============      ============

BASIC NET INCOME (LOSS) PER SHARE                       $       0.07      $      (0.02)
                                                        ============      ============

DILUTED WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING*                             45,009,233         4,190,195
                                                        ============      ============

DILUTED NET INCOME (LOSS) PER SHARE                             0.01             (0.02)
                                                        ============      ============
</TABLE>

* The basic and  diluted  net loss per  share has been  stated to  retroactively
effect 20:1 reverse split on July 21, 2003.


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


                                       15
<PAGE>

                          PRACTICEXPERT SERVICES CORP.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                      PREFERRED STOCK                  COMMON STOCK
                                              ----------------------------      ---------------------------
                                               NUMBER OF                         NUMBER OF                       ADDITIONAL
                                                SHARES           AMOUNT           SHARES           AMOUNT      PAID IN CAPITAL
                                              -----------      -----------      -----------     -----------      -----------
                                              <C>              <C>              <C>             <C>              <C>
BALANCE AT DECEMBER 31, 2001                           --               --           86,374          10,037               --

Recapitalization on acquisition                 4,102,697        3,934,826          476,339        (187,230)          10,000

Contribution by shareholers                            --               --               --         155,499               --

Reorganization                                  1,662,352               --        6,837,936              --               --

Acquisitions of HAMC                              205,108               --          843,691          24,438               --

Acquisition of KR Johnson                          49,310               --          202,831           5,875               --

Issuance of shares for cash                        41,966               --          172,622         200,000               --

200,000 shares of preferred
  stock to be issued in exchange
  for common stock issued                              --               --               --        (200,000)              --

Issuance of shares for settlement
  of debt                                         950,000          950,000               --              --               --

100,000 shares of common stock to
  be issued for service                                --               --               --              --               --

Net loss for the year ended
  December 31, 2002                                    --               --               --              --               --
                                              -----------      -----------      -----------     -----------      -----------

BALANCE AT DECEMBER 31, 2002                    7,011,433      $ 4,884,826        8,619,794     $     8,619               --

Issuance of shares for cash                            --               --          555,161             555          248,518

Issuancce of shares for directors' fee                 --               --          107,238             107          144,639

Issuance of shares for interest                        --               --            8,625               9           13,434

Issuance of shares for services                    25,000               25        1,211,944           1,212        1,495,006

Issuance of shares for Bonus                           --               --           27,499              27           30,607

Issuance of shares for goodwill                        --               --              500               1              421

Issuance of shares for legal settlement                --               --          104,216             104           82,852

Issuance of shares for colleteral on note              --               --          200,000             200             (200)

Issuance of shares for dividend payamnet               --               --           25,405              25           17,872

Issuance of shares for subscription                    --               --          125,000             125           34,875

Issuance of shares commited from py                    --               --            5,000               5            4,995

Issuance of preferred stock
  committed from py                               200,000          200,000               --              --               --

Issuance of shares for conversion
  of preferred stock                           (2,234,914)      (2,234,914)       4,103,526           4,104        2,230,810

Cancellation of preferred stock                  (900,000)        (900,000)              --              --          900,000

Issuance of shares for debt settlement                 --               --           92,195              93          123,735

Issuance of shares for acquisition
  of subsidiaries                                      --               --          201,815             202          160,708

Shares to be issued for cash received                  --               --               --              --               --

Net loss for the year ended
 December 31, 2003                                     --               --               --              --               --
                                              -----------      -----------      -----------     -----------      -----------
BALANCE AT DECEMBER 31, 2003                    4,101,519        1,949,937       15,387,918          15,388        5,488,272
                                              ===========      ===========      ===========     ===========      ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                TOTAL
                                           SHARES TO      SUBSCRIPTION        TREASURY       ACCUMULATED     STOCKHOLDERS'
                                           BE ISSUED        RECEIVABLE          STOCK           DEFICIT     EQUITY (DEFICIT)
                                           -----------      -----------      -----------      -----------      -----------
                                           <C>              <C>              <C>              <C>              <C>
BALANCE AT DECEMBER 31, 2001                        --               --               --         (267,715)        (257,678)

Recapitalization on acquisition                     --         (285,000)      (7,894,767)      (4,422,171)

Contribution by shareholers                         --               --               --               --          155,499

Reorganization                                      --               --               --               --               --

Acquisitions of HAMC                                --               --               --               --           24,438

Acquisition of KR Johnson                           --               --               --               --            5,875

Issuance of shares for cash                         --               --               --               --          200,000

200,000 shares of preferred
  stock to be issued in exchange
  for common stock issued                      200,000               --               --               --               --

Issuance of shares for settlement
  of debt                                           --               --               --               --          950,000

100,000 shares of common stock to
  be issued for service                          5,000               --               --               --            5,000

Net loss for the year ended
  December 31, 2002                                 --               --          (95,244)         (95,244)
                                           -----------      -----------      -----------      -----------      -----------

BALANCE AT DECEMBER 31, 2002               $   215,000               --         (285,000)     $(8,257,726)     $(3,434,281)

Issuance of shares for cash                         --               --               --               --          249,073

Issuancce of shares for directors' fee              --               --               --               --          144,746

Issuance of shares for interest                     --               --               --               --           13,443

Issuance of shares for services                     --               --               --               --        1,496,243

Issuance of shares for Bonus                        --               --               --               --           30,634

Issuance of shares for goodwill                     --               --               --               --              422

Issuance of shares for legal settlement             --               --               --               --           82,956

Issuance of shares for colleteral on note           --               --               --               --               --

Issuance of shares for dividend payamnet            --               --               --               --           17,897

Issuance of shares for subscription                 --          (35,000)              --               --               --

Issuance of shares commited from py             (5,000)              --               --               --               --

Issuance of preferred stock
  committed from py                           (200,000)              --               --               --               --

Issuance of shares for conversion
  of preferred stock                                --               --               --               --               --

Cancellation of preferred stock                     --               --               --               --

Issuance of shares for debt settlement              --               --               --               --          123,828

Issuance of shares for acquisition
  of subsidiaries                                   --               --               --               --          160,910

Shares to be issued for cash received           23,804               --               --               --           23,804

Net loss for the year ended
 December 31, 2003                                  --               --               --          623,414          623,414
                                           -----------      -----------      -----------      -----------      -----------
BALANCE AT DECEMBER 31, 2003                    33,804          (35,000)        (285,000)      (7,634,312)        (466,911)
                                           ===========      ===========      ===========      ===========      ===========
</TABLE>

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

                                       16
<PAGE>

                               PRACTICEXPERT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                                2003             2002
                                                                             -----------      -----------
<S>                                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income (loss)                                                      $   623,414      $   (95,244)
      Adjustments to reconcile net income (loss) to net cash provided by
         operating activities:
            Depreciation and amortization                                        359,263          222,177
            Gain on forgiveness of debt                                               --         (302,779)
            Gain on disposal of asset                                            (32,361)              --
            Impairment of goodwill & fixed assets                                201,405               --
            Net loss on legal settlement                                          30,630               --
            Gain on disposal of subsidiaries                                  (3,433,069)              --
            Shares issued for services & directors' fees                       1,641,411               --
            Shares issued for interest & dividend                                 31,340               --
            Shares issued for legal settlement                                    82,956               --
            Shares issued for bonus                                               30,634               --
            Shares to be issued for services                                          --            5,000
            (Increase) decrease in current assets
                    Accounts receivable                                           49,691         (130,834)
                    Inventory                                                     14,500             (500)
                    Prepaid expense                                             (104,854)              --
                    Other current assets                                          53,760           10,242

            Increase(decrease) in current liabilities:
                    Accounts payable and accrued expense                         (87,457)         592,305
                    Other current liabilities                                    (28,144)              --
                    Dividends payable                                            238,770           39,000
            Increase of other assets
                    Deposit                                                           --           (7,235)
                                                                             -----------      -----------
      Total Adjustments                                                         (951,525)         427,376
                                                                             -----------      -----------
            Net cash provided by operating activities                           (328,111)         332,132
                                                                             -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
            (Increase) decrease in restricted cash                               175,000           25,000
            Cash received in acquisition of subsidiary                            58,301           78,846
            Cash paid in acquisition of subsidiaries                            (160,000)        (620,738)
            Development of software                                             (292,351)        (191,326)
            Purchase of property & equipment                                     (94,454)        (110,805)
                                                                             -----------      -----------
            Net cash used in investing activites                                (313,504)        (819,023)
                                                                             -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceed (payment) of loans from related party                       (121,239)         178,991
            Proceed of notes payable                                             527,022          128,461
            Cash received for issuance of shares                                 249,073               --
            Cash received for shares to be issued                                 23,804          200,000
                                                                             -----------      -----------
            Net cash provided by financing activities                            678,660          507,452
                                                                             -----------      -----------

NET INCREASE IN CASH & CASH EQUIVALENTS                                           37,045           20,561

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                        33,972           13,411
                                                                             -----------      -----------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                      $    71,017      $    33,972
                                                                             ===========      ===========
</TABLE>

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

                                       17

<PAGE>

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

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

Practice Xpert Services Corp., a healthcare  technology and services company, is
in the business of developing and deploying  systems,  technologies and services
designed to improve operational efficiencies,  reduce billing errors and enhance
cash flow for medical practitioners. Its services revolve around PracticeXpert's
flagship Revenue Management System,  PXpert(TM), and include medical billing and
accounts  receivable  management,   practice  management,   transcription,   and
consulting. Where applicable, Practice Xpert bundles its technology applications
with its billing and other  practice  management  services to provide a complete
and integrated solution to its physician customers.

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

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

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

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

Thaon Communications,  Inc. (`Thaon") was originally incorporated under the name
Engineering  Services,  Inc. (a Nevada  Corporation),  on July 13,  1984.  Thaon
changed its name to Deep Earth,  Inc. in November of 1998. On November 29, 1999,
Thaon changed its name to CastPro.com,  Inc. On December 31, 1999, Thaon entered
into a stock  for  stock  exchange,  whereby  it  acquired  all of the  stock of
Castpro.com,  LLC, a newly organized California  corporation formed to conduct a
web cast business,  in exchange for the issuance of 8,000,000  additional shares
of its Common Stock. On December 29, 2000,  Thaon entered into a stock for stock
exchange,  whereby it acquired all of the outstanding  stock of Prime Time Media
Solutions,  a Texas  corporation  (PTMS)  doing the  business of  acquiring  and
selling  media  time.  On November  27,  2000,  Thaon  changed its name to Thaon
Communications, Inc.


                                       18
<PAGE>

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


Thaon acquired 100% of the outstanding  shares of the Clover,  Inc. (AC) in June
2002 for a cash amount of $1,900. AC was formed on July 18, 2001 and on June 27,
2002,  a  certificate  of  fictitious  business  name was filed  for  conducting
business as, Ascent, Inc. AC is media planning, placement and consulting Company
based in  California.  AC had no business  activity and no assets or liabilities
through the acquisition date.

On June 27, 2003, Thaon entered into a stock purchase  agreement for the sale of
all of the issued and outstanding stock of the Clover, Inc., to an individual, a
former member of Thaon's board of Directors.  Pursuant to the  Agreement,  Thaon
sold 1,000,000  shares of the Clover,  Inc.,  common stock,  which is all of the
issued and outstanding  stock of the Clover,  Inc., for consideration of 100,000
shares of Thaon's common stock owned by him.

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

On November 10, 2003,  PracticeXpert  completed the 100% acquisition of National
Healthcare Management Services, Inc. ("NHMS"), West Virginia corporation.

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

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

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

National Healthcare Management Services,  Inc. (NHMS), West Virginia corporation
was  formed on June 23,  1999.  HAMC,  KTJA,  HBS and NHMS all  provide  medical
billing and accounts receivable management,  practice management,  transcription
and consulting services to medical practitioners.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying  financial  statements  include the accounts of  PracticeXpert,
Inc., formerly Thaon Communications,  Inc. (legal acquirer,  the "Parent"),  and
its  100%  owned  subsidiary,  Practice  Xpert.  All  significant  inter-company
accounts and transactions have been eliminated in consolidation.  The historical
results  for  the  year  ended   December  31,  2003  include  the  accounts  of
PracticeXpert  for the full year and Thaon  from the  acquisition  date  through
December 31, 2003, while the historical  results for the year ended December 31,
2002 include Practice Xpert only.



                                       19
<PAGE>

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


USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL
USE

In March 1998,  the  Accounting  Standards  Executive  Committee of the American
Institute of Certified  Public  Accountants  (ASEC of AICPA) issued Statement of
position  (SOP)  No.  98-1,  "Accounting  for the  costs  of  computer  software
developed or obtained for internal  use",  effective for fiscal years  beginning
after  December 15, 1998.  SOP N0. 98-1  requires that certain costs of computer
software  developed or obtained for internal use be  capitalized  and  amortized
over the useful life of the related software.  . The Company capitalizes cost of
computer software once a working model is developed.

LONG-LIVED ASSETS

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair  market  values are  reduced  for the cost of  disposal.  Based on its
review,  the Company has written  off $25,727 as  impairment  of its  long-lived
assets as of December 31, 2003.

REVENUE RECOGNITION

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
Accounting  Bulletin (SAB) 101. Revenue is recognized when services are rendered
or  products   delivered.   Generally,   the  Company   extends  credit  to  its
customers/clients and does not require collateral.  The Company performs ongoing
credit evaluations of its customers/clients.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between  the  consolidated  financial  statements  and tax basis of  assets  and
liabilities  that will  result in  taxable or  deductible  amounts in the future
based  on  enacted  laws and  rates  applicable  to the  periods  in  which  the
differences are expected to affect taxable income (loss). Valuation allowance is
established  when necessary to reduce deferred tax assets to the amount expected
to be realized.


                                       20
<PAGE>

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


ADVERTISING

The Company expenses advertising costs as incurred.

STOCK-BASED COMPENSATION

In October  1995,  the FASB  issued SFAS No. 123,  "Accounting  for  Stock-Based
Compensation".  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting  for stock issued to employees"  (APB 25) and
related  interpretations  with  pro  forma  disclosure  of what net  income  and
earnings  per share would have been had the  Company  adopted the new fair value
method.  The company uses the intrinsic value method prescribed by APB25 and has
opted for the disclosure provisions of SFAS No.123.

ISSUANCE OF SHARES FOR SERVICE

The Company accounts for the issuance of equity  instruments to acquire services
based  on the fair  value  of the  services  or the  fair  value  of the  equity
instrument at the time of issuance, whichever is more reliably measurable.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

SEGMENT REPORTING

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


                                       21
<PAGE>


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


RECENT PRONOUNCEMENTS

On April 30,  2003,  the FASB  issued  FASB  Statement  No.  149  ("SFAS  149"),
"Amendment of Statement 133 on Derivative  Instruments and Hedging  Activities".
FAS  149  amends  and  clarifies  the  accounting  guidance  on  (1)  derivative
instruments   (including  certain  derivative   instruments  embedded  in  other
contracts)  and (2)  hedging  activities  that  fall  within  the  scope of FASB
Statement  No. 133 ("SFAS  133"),  Accounting  for  Derivative  Instruments  and
Hedging Activities.  SFAS 149 also amends certain other existing pronouncements,
which will result in more consistent reporting of contracts that are derivatives
in their entirety or that contain  embedded  derivatives  that warrant  separate
accounting.  SFAS 149 is effective  (1) for  contracts  entered into or modified
after June 30, 2003, with certain exceptions,  and (2) for hedging relationships
designated after June 30, 2003. The guidance is to be applied prospectively. The
adoption  of SFAS  No.  149 does not have a  material  impact  on the  Company's
financial position or results of operations or cash flows.

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

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

NOTE 3 - PREPAID EXPENSES

This  amount  represents  the  unamortized  loan fees of  $104,472  and  prepaid
insurance cost of $382. The prepaid loan fees of $111,500 are amortized over the
term for the  loan of three  years.  The  amortization  expense  of  $7,028  was
recorded during the year ended December 31, 2003.

NOTE 4 - ACCOUNTS RECEIVABLE

The Company has a net accounts receivable balance of $333,999 as of December 31,
2003. In determining the allowance to be maintained,  management  evaluates many
factors including industry and historical loss experience. The Company considers
majority  accounts  receivable are  collectible.  The Company reserved $3,064 as
allowance of bad debts.



                                       22
<PAGE>


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


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment comprised of following on December 31, 2003:

               Furniture & Fixtures                   $ 526,762
               Office Equipment                         132,444
               Computer Equipment                        88,738
               Leasehold Improvement                      1,950
                                                      ---------
                                                        749,894

               Less Accumulated Depreciation           (565,823)
                                                      ---------

                                                      $ 184,071
                                                      =========


NOTE 6 - INTANGIBLE ASSETS

During the year ended  December 31, 2003, the Company  capitalized  internal and
external costs of $292,351,  incurred to develop internal-use  computer software
during the application and development stage.  Capitalized software is amortized
over a period of 5 years using the straight-line method. Amortization began when
the software was available for its intended  use. The  amortization  amounts for
the  year  ended   December   31,  2003  and  2002  were  $66,898  and  $18,417,
respectively. The Company evaluates capitalized software cost for recoverability
and  writes  down  such  costs if the  unamortized  cost is  lower  than its net
realizable value.

The Company has client lists acquired through purchase of subsidiaries valued at
$2,074,066 and $1,699,900 as of December 31, 2003 and 2002, respectively.  These
client  lists are  amortized  over one to nine years.  The Company  periodically
evaluates  the  carrying  value  of  long-lived  assets  to be held  and used in
accordance with SFAS 144. At December 31, 2003, the Company recorded  impairment
loss of $175,678 since the Company  determined that the undiscounted  cash flows
estimated to be generated by the client lists are less than the carrying amount.
The  amortization  expenses for the period ended December 31, 2003 and 2002 were
$217,674 and $131,834, respectively.

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

                     Accounts payable             $266,359
                     Accrued expenses              192,108
                     Accrued payroll               282,147
                     Payroll tax payable             6,952
                                                  --------
                                                  $747,566
                                                  ========



                                       23
<PAGE>


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


NOTE 8 - NOTES PAYABLE, RELATED PARTIES

Notes payable to related parties consist of the following:

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
            --------------------------------------------------------------------- ----------------- -----------------
            Notes  payable-  shareholder  bearing  interest  at 8%,  due July 1,                    $  216,062
            2005, collateralized by 267,926 shares of the Company's common stock
            --------------------------------------------------------------------- ----------------- -----------------
            Notes payable-  shareholder  bearing  interest at 8%, due on demand,                        50,478
            unsecured
            --------------------------------------------------------------------- ----------------- -----------------
            Notes payable-  shareholder  bearing  interest at 8%, due on October                       150,000
            30, 2007, unsecured
            --------------------------------------------------------------------- ----------------- -----------------
            Total                                                                                      416,540
            --------------------------------------------------------------------- ----------------- -----------------
            Less: non-current portion                                                                  253,616
            --------------------------------------------------------------------- ----------------- -----------------
            Current portion                                                                         $  162,924
            --------------------------------------------------------------------- ----------------- -----------------
</TABLE>

NOTE 9 -NOTES PAYABLE

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
            --------------------------------------------------------------------- ----------------- -----------------
            Credit card payable                                                                     $  185,556
            --------------------------------------------------------------------- ----------------- -----------------
            Note  payable-  interest rate 9.5%,  due August 1, 2004,  secured by
            inventory, chattel paper, accounts, equipment and general intangibles                       30,344
            --------------------------------------------------------------------- ----------------- -----------------
            Note payable-  interest rate 7%, due on March. 14, 2006,  secured by
            equipment, acct. receivable, inventory                                                      33,482
            --------------------------------------------------------------------- ----------------- -----------------
            Note  payable-  individual,  interest  paid with  3,125  post  split
            stock, due July 31, 2004                                                                    15,000
            --------------------------------------------------------------------- ----------------- -----------------
            Note payable- individual, interest free, due on demand                                      31,201
            --------------------------------------------------------------------- ----------------- -----------------
            Total                                                                                      295,583
            --------------------------------------------------------------------- ----------------- -----------------
            Less: non-current portion                                                                   19,234
            --------------------------------------------------------------------- ----------------- -----------------
            Current portion                                                                         $  276,349
            --------------------------------------------------------------------- ----------------- -----------------
</TABLE>


NOTE 10- CONVERTIBLE NOTE

The Company  entered  into an  agreement  under which a lender will  advance the
company 90% of its eligible outstanding accounts receivable,  up to a maximum of
$2 million,  and with an initial  advance of  $500,000.  The credit  facility is
secured  by a charge  against  all of the  assets  of the  corporation.  It also
contains a conversion  privilege  that allows each of the Company and the lender
to convert, at a fixed conversion price, a portion or all of the loan to equity.
This note bears an interest rate of the prime rate plus 3% per annum and matures
on October 16, 2006.

NOTE 11 -ADVANCES

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

NOTE 12 -OTHE CURRNT LIABILITIES

Other current liabilities consist of the following:

                  Advances from shareholders          $139,499
                  Due to clients                        40,776
                                                      --------
                                                      $180,275
                                                      ========


NOTE 13 -STOCKHOLDERS' EQUITY

STOCK SPLIT

On January 10, 2003, the Company  executed a 50 to 1 reverse stock split for all
shareholders  of record as of January 9, 2003.  On July 21,  2003,  the  Company
executed a 20 to 1 reverse  stock  split for all  shareholders  of  record.  All
shares  and per share data have been  retroactively  restated  to reflect  these
stock splits.


                                       24
<PAGE>


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


SPIN OFF OF SUBSIDIARY

In February 2003,  the Board of Directors  approved a dividend of 300,000 shares
of common  stock of Legal  Broadcast  Company  ("LBC"),  which  represented  the
Company's  15%  ownership  interest in LBC at that time, to all of the Company's
shareholders of record as of February 14, 2003, on a pro rata proportion  basis.
These 300,000  shares  represent all of the remaining  interest that the Company
held in LBC. The dividend  resulted in a charge of $248,071 to the equity of the
Company.

On September 10, 2003, the Company  entered into a stock  transfer  agreement to
transfer 100% of the Company's  holdings in PTS, Castpro.  Com and PTD to Future
Options,  Inc. Future Options,  Inc. assumed full obligations of these entities.
The Company recorded $3,433,069 as a gain on disposal of subsidiaries during the
year ended December 31. 2003.

PREFERRED STOCK

On October 17, 2001, the Company filed its  Certificate of Designation to change
the issuance of preferred  stock.  The Company is authorized to issue 50,000,000
shares of Preferred  stock,  of which  8,000,000  will have a par value of $1.00
(3,000,000  shares of 6% A convertible  Series,  2,000,000 shares of Series 8% B
convertible  Series and 3,000,000 shares of Series 6% D convertible  Series) and
42,000,000 will have a par value of $0.001.  2,000,000 shares of Series C, E and
Series  F  Preferred  Stock,  each,  were  designated  with a value  of  $0.001.
Remaining shares in the category have not been designated through this date.

The Series A convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series A convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum of 6,000,000 shares of common stock. The Series A convertible  Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption,  the holders
of preferred  stock will have 30 days to convert Series A convertible  Preferred
stock into  common  stock.  The holders of Series D  convertible  stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series A convertible  stock are entitled to receive  dividends at
the rate of 6% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series A  convertible  Preferred  stock  shall have the full  voting
rights.

During the year ended December 31. 2003, the Company issued  1,150,000 shares of
the Series A convertible  Preferred  shares to the  shareholders for exchange of
the Preferred Series A stock of PracticeXpert for the same number of shares.

The Series B convertible  Preferred  stock, at the option of the holder thereof,
is convertible  into fully paid share of common stock, on the basis of 10 shares
of common stock for each one share of Series B convertible Preferred stock being
converted plus accrued and unpaid dividends.  The Series B convertible Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. The holders of Series B convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series B convertible  stock are entitled to receive  dividends at
the rate of 8% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series B  convertible  Preferred  stock  shall have the full  voting
rights and shall vote 10 votes per share of Series B Preferred Stock held.


                                       25
<PAGE>

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


During the year ended  December 31, 2003,  70,000 shares of Series B convertible
Preferred  stock  were  exchanged  to  70,000  shares  of  Series E  convertible
Preferred stock. In addition,  234,914 shares of Series B convertible  Preferred
stock were converted to 2,349,140 shares of common stock.

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

During the year ended  December 31, 2003,  the Company  issued 113,736 shares of
the  Series  C  convertible   Preferred  stock  to  purchase   remaining  8%  of
PracticeXpert.  (Note 1) In addition,  the Company  issued  25,000 shares of the
Series C convertible Preferred stock for consulting service valued at $226,875.

The Series D  convertible  Preferred  stock is  entitled to receive 6% per annum
dividend, in preference to any other class. Class D convertible Preferred stock,
at the option of the holder  thereof,  is  convertible  into fully paid share of
common stock, equal to the par value of the Class D convertible  Preferred stock
being converted plus accrued and unpaid dividends,  divided by 95% of the market
price of the common stock. The Class D convertible Preferred stock is redeemable
by the  corporation  at any time at the rate of $1.00  plus  accrued  and unpaid
dividends.  The  holders of Series D  convertible  stock  shall be  entitled  to
receive the redemption before the holders of any other series of preferred stock
and common stock. Upon receipt of notice of redemption, the holders of preferred
stock  will have 30 days to convert  Class D  convertible  Preferred  stock into
common  stock.  The Series D  convertible  Preferred  stock  shall have the full
voting rights and shall be entitled to vote 25 votes per each share.

During  the year  ended  December  31,  2003,  900,000  shares  of the  Series D
convertible  Preferred  stock  were  cancelled  for  the  sale  of  85%  of  the
outstanding  shares of LBC and 2,000,000  shares were  converted  into 1,754,386
shares of common stock.

The Series E convertible  Preferred  stock, at the option of the holder thereof,
is  convertible  into fully paid share of common  stock,  equal to two shares of
common stock for each one share of Series E  convertible  Preferred  stock being
converted plus accrued and unpaid dividends.  The Series E convertible Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.25 plus
accrued and unpaid dividends. The holders of Series E convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series E convertible  stock are entitled to receive  dividends at
the rate of 8% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series E  convertible  Preferred  stock  shall have the full  voting
rights  and shall be  entitled  to vote two votes for each one share of Series E
Preferred Stock held.

During the year ended  December 31, 2003,  the Company  issued  70,000 shares of
Series E  convertible  Preferred  stock in exchange of 70,000 shares of Series B
convertible Preferred stock.


                                       26
<PAGE>

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


The Series F convertible  Preferred  stock, at the option of the holder thereof,
is  convertible  into fully paid  share of common  stock,  equal to 10 shares of
common stock for each one share of Series F  convertible  Preferred  stock being
converted plus accrued and unpaid dividends.  The Series F convertible Preferred
stock is  redeemable by the  corporation  at any time at the rate of $ 1.25 plus
accrued and unpaid dividends. The holders of Series F convertible stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series F convertible  stock are entitled to receive  dividends at
the rate of 8% per  annum if paid in cash  and 12% per  annum if paid in  common
stock.  The Series F  convertible  Preferred  stock  shall have the full  voting
rights and shall be entitled to 10 votes per share.

As of December  31,  2003,  the Company has 13,333  shares of Series F preferred
stock to be issued for $10,000 cash received cash in the prior year.

During the year ended  December  31,  2003,  the Company  recorded  dividends of
$252,221 on these preferred stocks.

COMMON STOCK

During the year ended December 31, 2003,  234,914 shares of Series B convertible
Preferred stock were converted to 2,349,140 shares of common stock.

During  the  year  ended  December  31,  2003,  2,000,000  shares  of  Series  D
convertible  Preferred  stock were  converted  into  1,754,386  shares of common
stock.

During the year ended  December 31, 2003,  the Company  issued 555,161 shares of
common stock for cash amounting $249,073.

During the year ended  December 31,  2003,  the Company  issued  common stock in
exchange of various services to following parties:

During year ended December 31, 2003, the Company issued 299,286 shares of common
stock as promotional and marketing fees amounting  $199,948.  The Company issued
912,658  shares of common  stock for  legal and  consulting  services  amounting
$1,069,420.  The  Company  issued  8,625  shares  of common  stock for  interest
amounting $13,443 and 25,405 shares for dividend payment amounting $17,897.  The
Company issued 27,499 shares of common stock for bonus  amounting  $30,624.  The
Company issued 500 shares of its common stock for  contribution  amounting $422.
The Company issued 104,216 shares of common stock for legal settlement amounting
$82,956. The Company issued 92,195 shares of common stock valued at $123,828 for
the payment of  equivalent  amount of  accounts  payables.  The  Company  issued
107,238  shares of common stock for  directors'  fees  amounting  $144,746.  The
Company issued 200,000 shares of common stock for collateral on a note.

During the year ended  December 31, 2003,  the Company  issued 125,000 shares of
common stock for subscription receivable amount of $35,000.

During the year ended  December 31, 2003,  the Company  issued  10,000 shares of
common stock valued at $10,910 to purchase Healthcare Billing Solutions, Inc.

During the year ended December 31, 2003, the Company issued  8,143,456 shares of
common stock to purchase PracticeXpert (Note 1) valued at $14,129,238.



                                       27
<PAGE>


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


During the year ended  December 31, 2003,  the Company  issued 191,815 shares of
common stock to purchase National Health Care Management Services, Inc. (Note 1)
valued at $150,000.

ISSUANCE OF SHARES FOR SERVICE

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


NOTE 14 - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

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

The  Company  paid $0 for income tax and $67,418  for  interest  during the year
ended  December 31, 2003. The Company paid $1,600 for income tax and $27,127 for
interest during the year ended December 31, 2002

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

During year ended December 31, 2003, the Company issued 299,286 shares of common
stock as promotional and marketing fees amounting  $199,948.  The Company issued
912,658  shares of common  stock for  legal and  consulting  services  amounting
$1,069,420.  The  Company  issued  8,625  shares  of common  stock for  interest
amounting $13,443 and 25,405 shares for dividend payment amounting $17,897.  The
Company issued 27,499 shares of common stock for bonus  amounting  $30,624.  The
Company issued 500 shares of its common stock for  contribution  amounting $422.
The Company issued 104,216 shares of common stock for legal settlement amounting
$82,956. The Company issued 92,195 shares of common stock valued at $123,828 for
the payment of  equivalent  amount of  accounts  payables.  The  Company  issued
107,238  shares of common stock for  directors'  fees  amounting  $144,746.  The
Company issued 200,000 shares of common stock for collateral on a note.

During the year ended  December 31, 2003,  the Company  issued  10,000 shares of
common stock valued at $10,910 to purchase Healthcare Billing Solutions, Inc.

During the year ended December 31, 2003, the Company issued  8,143,456 shares of
common stock to purchase PracticeXpert (Note 1) valued at $14,129,238.

During the year ended  December 31, 2003,  the Company  issued 191,815 shares of
common stock to purchase National Health Care Management Services, Inc. (Note 1)
valued at $150,000.

NOTE 15 - BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the years ended  December  31, 2003 and
2002 were  determined  by  dividing  net loss for the  periods  by the  weighted
average  number of both  basic and  diluted  shares of common  stock and all the
convertible  preferred  stock are regarded as common stock  equivalents  and are
considered in diluted net loss per share calculations.



                                       28
<PAGE>

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


NOTE 16 - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principle,  which contemplate  continuation of the
Company as a going  concern.  However,  the Company has  accumulated  deficit of
$7,634,312 as of December 31, 2003. The total shareholders'  deficit amounted to
$466,911 on December 31, 2003. The continuing losses have adversely affected the
liquidity of the Company.  The Company  faces  continuing  significant  business
risks including, but not limited to, its ability to maintain vendor and supplier
relationships by making timely payments when due.

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

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
during the year ended December 31, 2003, towards (i) obtaining additional equity
financing (ii) controlling of salaries and general and administrative  expenses,
and (iii) management of accounts payable.

In that regard,  on March 19, 2003,  the Company  entered into a stock  purchase
agreement  with  PracticeXpert  engaged in the  business of medical  billing and
practice  management.  On July 31, 2003,  PracticeXpert  entered into a purchase
agreement  to  acquire  100% of  Healthcare  Billing  Solutions,  Inc.,  Montana
Corporation.  On November 10, 2003,  the Company  completed the  acquisition  of
National Healthcare Management Services, Inc. ("NHMS").

NOTE 17 - LEGAL SETTLEMENTS

The  landlord of the building  where the  corporate  office was located  filed a
Complaint  against the Company for unpaid rental  payments and overvalued  stock
security  paid for prepaid rent.  This case was dismissed on July 10, 2003.  The
accrued  rent  amounting  to $52,326 has been  reversed  and recorded as gain on
legal settlement in the financial statements.

A petition  was filed  against  the Company on August 22, 2002 by a law firm for
unpaid attorney fees of $58,889. On September 17, 2003, the parties entered into
a settlement agreement that the retention shares held by the attorney's designee
may be sold at any time.  In the event the shares are sold,  if the net proceeds
are less than the balance,  the Company  agreed to pay the remaining  balance in
cash or in Company's stock at the attorney's option. The unpaid balance has been
accrued in the financial statements.

Two of the  shareholders  of the Company filed an action against the Company and
certain individuals connected therewith.  The complaint sought relief for breach
of  contract,  specific  performance,  breach  of  fiduciary  duty,  intentional
interference  with stock  transfer  rights,  negligent  interference  with stock
transfer rights and injunction.  Subsequently,  one of the shareholders released
the claim.  On August 19, 2002, this case was settled with free trading stock of
the Company  owned by the former  officer of the  Company.  The  Company  issued
104,216  shares of the  common  stock  valued at  $82,956  during the year ended
December 31, 2003 and recorded as a loss on legal settlement.


                                       29
<PAGE>

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


NOTE 18 - DISCONTINUED OPERATIONS

On November 6, 2002, CastPro.com, LLC ("LLC"), a subsidiary of the Company filed
a Chapter 7 bankruptcy and on December 31, 2002, PTMS, subsidiary of the Company
filed a Chapter 7 bankruptcy.  On September 23, 2003,  the Company  finalized an
arrangement  under which it transferred legal ownership of three of its inactive
subsidiaries to an independent consulting firm for final disposition.  Under the
agreement,  the consulting firm took the ownership of PTS TV, INC., CASTPRO.COM,
LLC,  and Prime  Time  Distribution,  Inc.,  all  inactive  subsidiaries  of the
Company.  The  disposition  resulted in net gain of $3,433,069 to the company in
the year ended December 31, 2003.

NOTE 19 - RECLASSIFICATION

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

NOTE 20- ACQUISITION

The Company entered into a stock purchase  agreement (the "Purchase  Agreement")
with Practice Xpert Services  Corp.("Practice Xpert"), a California corporation,
engaged in the business of medical billing and practice management.  Pursuant to
the Purchase  Agreement,  which closed on April 11, 2003, the Company  purchased
92% of Practice  Xpert's  outstanding  common stock in exchange for newly issued
shares of the  Company's  common  stock and  shares of the  Company's  Preferred
Series C stock to the selling shareholders. As a group, the selling shareholders
received  153,411,925  shares of common stock and 1,845,000  shares of Preferred
Series C stock,  constituting  72.75% of the Company's voting  securities.  As a
condition of the Purchase Agreement,  on April 11, 2003, the current officers of
the Company resigned and the board of directors  appointed  officers of Practice
Xpert's as the Company's  officers.  Unaudited proforma  information  related to
this acquisition is not included.

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

The  acquisition  of Practice  Xpert is accounted  for as a reverse  acquisition
under the purchase method of accounting since the shareholders of Practice Xpert
obtained control of the consolidated entity. Accordingly,  the merger of the two
companies  has been  recorded  as a  recapitalization  of Practice  Xpert,  with
Practice Xpert being treated as the continuing  entity.  The continuing  company
has retained December 31 as its fiscal year end. Proforma  financial  statements
are not presented as the operations of the Company were  insignificant  prior to
merger.

Practice   Xpert  owns  100%  issued  and   outstanding   shares  of  Healthcare
Administrative  Management Corporation (HAMC), a California corporation and K.R.
Johnson and Associates (KRJA), an Idaho corporation.

On July 31, 2003,  Practice  Xpert entered into a purchase  agreement to acquire
100% of Healthcare Billing Solutions, Inc. ("HBS"), a Montana corporation.

As a result of this acquisition,  HBS established the presence in another state,
and provided a foundation upon which to build business in that region.

A summary of the HBS assets acquired,  liabilities assumed and consideration for
is as follows:


                                       30
<PAGE>
                               PRACTICEXPERT, INC.
                     (FORMERLY, THAON COMMUNICATIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                               Allocated
                                                                Amount
                                                               --------
        Current assets                                         $  4,879
        Non-current assets                                       18,184
        Current liabilities                                     (29,276)
                   Client lists and intangible assets            27,123
                                                               --------
                                                               $ 20,910
                                                               ========

        Consideration paid                                      Amount
                                                               --------
        Cash                                                    $10,000
        Common stock-                                            10,910
                                                                -------
                                                                $20,910
                                                                =======


On November 10, 2003,  Practice Xpert completed the 100% acquisition of National
Healthcare Management Services, Inc. ("NHMS"), a West Virginia corporation.

From this acquisition,  the Company expected to increase the revenue run rate by
as much as 15%. This  acquisition  also expected to gives the Company a presence
in the Eastern part of the U.S. , and a base upon which to build the business in
the Eastern region.

A summary of the NHMS assets acquired, liabilities assumed and consideration for
is as follows:

                                                            Allocated
                                                             Amount
                                                            ---------
          Current assets                                    $ 107,380
          Non-current assets                                   40,941
          Current liabilities                                (184,431)
          Long-term liabilities                               (36,612)
          Client lists and intangible assets                  522,722
                                                            ---------
                                                            $ 450,000
                                                            =========

         Consideration paid                                   Amount
         ------------------                                 ---------
           Cash                                              $150,000
           8% Note payable - payable in 2007                  150,000
           Common stock-                                      150,000
                                                             $450,000

NOTE 21 - COMMITMENTS

The Company has office lease agreements for 7 and 8 years commenced  December 1,
2002 and  October 1, 1999.  Future  commitments  under  operating  leases are as
follows for the twelve month ending December 31:


                                       31
<PAGE>


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



                     2004                           $  167,789
                     2005                              171,253
                     2006                              174,528
                     2007                              165,142
                     2008                               98,449
                     Remaining after 5 yrs              92,312
                                                    ----------
               Total minimum lease payment          $  869,473
                                                    ==========


The rent expenses were $266,147 and $96,702 for the year ended December 31, 2003
and 2002, respectively.

NOTE 22 - INCOME TAXES

No provision was made for Federal  income tax since the Company has  significant
net  operating  loss.  Through  December  31,  2003,  the Company  incurred  net
operating losses for tax purposes of $367,785,  approximately. The net operating
loss carry  forwards may be used to reduce taxable income through the year 2023.
The availability of the Company's net operating loss  carryforwards  are subject
to limitation if there is a 50% or more positive  change in the ownership of the
Company's  stock.  The provision for income taxes  consists of the state minimum
tax imposed on corporations.

Temporary differences which give raise to deferred tax assets and liabilities at
December 31, 2003 comprised mainly of net operating loss carryforward. The gross
deferred tax asset balance as of December 31, 2003 was approximately $147,000. A
100%  valuation  allowance  has been recorded for the deferred tax assets due to
the uncertainty of its realization.

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

                                                      December 31,  December 31,
                                                          2003          2002
                                                      ------------  ------------
  Tax expense (credit) at statutory rate-federal           34%          (34)%
  State tax expense net of federal tax                      6            (6)

  Permanent differences                                     1             1
  Changes in valuation allowance                          (41)           39
                                                      ------------  ------------
  Tax expense at actual rate                               --            --
                                                      ============  ============


NOTE 23 - SUBSEQUENT EVENT

Acquisition:

On March 1,  2004,  PracticeXpert,  Inc.  completed  its  acquisition  of Singer
MedScript,  a medical  transcription  company  located in  Houston,  Texas.  The
acquisition was consummated by PracticeXpert,  Inc.'s  wholly-owned  subsidiary,
PracticeXpert of Texas,  Inc., which entered into the Agreement for Purchase and
Sale of Assets  with Bonnie  Singer  Bakal to acquire  substantially  all of the
assets and assume certain  liabilities and obligations of Singer MedScript for a
purchase price of $300,000.  The purchase  price  consisted of a cash payment of
$150,000 at the closing and the issuance of a promissory note for $150,000 which
bears  interest  of eight  percent  (8%) per annum  and  payable  in 36  monthly
installments of principal and interest commencing on April 1, 2004. The purchase
price was determined in arms-length negotiations between the parties. The assets
acquired  in this  acquisition  include  without  limitation  office  equipment,
computer  hardware  and  software,   inventory,   supplies,  customer  accounts,
contracts,   permits  and  licenses,   trade   secrets  and  other   proprietary
information.  The assets  will  continue to be used in  PracticeXpert's  medical
transcription  business and for medical  billing  services.



                                       32
<PAGE>


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


As a result of this acquisition,  the Company expects that Singer Medscript will
give the Company a platform and base of operations for the Texas medical billing
services.

A summary of the Singer  MedScript  assets  acquired,  liabilities  assumed  and
consideration for is as follows:

                                                     Allocated
                                                      Amount
                                                     --------
                  Current assets                     $ 56,262
                      Client lists                    243,723
                      Fixed assets                         15
                                                     --------
                                                     $300,000
                                                     ========

            Consideration paid                        Amount
                                                     --------
            Cash                                     $150,000
            8% Note payable - payable in 2007         150,000
                                                     --------
                                                     $300,000
                                                     ========

           Unaudited Pro-forma revenue, net income and income per share assuming
           the  transaction  had been  completed at the beginning of the periods
           reported, on pro-forma financial results would be as follows:

                                                     For the year ended

                                           December 31, 2003   December 31, 2002
                                           -----------------   -----------------
                                              (Unaudited)         (Unaudited)

            Revenue                           $ 4,174,987         $   754,944
            2,713,432

            Net profit for the period         $   755,402         $    71,536
            Net profit per share              $      0.08         $      0.02


                                       33
<PAGE>


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

None.

ITEM 8A. CONTROLS AND PROCEDURES

      The Company's  disclosure  controls and  procedures are designed to ensure
that  information  required to be disclosed in reports that it files or submits,
under the Securities Exchange Act of 1934, was recorded,  processed,  summarized
and  reported  within the time  periods  specified in the rules and forms of the
Securities  and  Exchange  Commission.   The  Company's  management,   with  the
participation  of its President and Chief Executive  Officer and Chief Financial
Officer,  have  evaluated  the  effectiveness,  as of  April  13,  2004,  of the
Company's  "disclosure controls and procedures," as that term is defined in Rule
13a-15(e)  under the  Securities  and  Exchange  Act of 1934,  as amended  ("the
Exchange Act"). Based upon that evaluation,  our Chief Executive Officer and our
Chief Financial Officer concluded that the disclosure controls and procedures as
of December 31, 2003,  were  effective  to provide a reasonable  assurance  that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted by it under the Exchange Act is recorded,  processed,  summarized  and
reported within the time periods  specified in the SEC's rules and forms, and to
provide  reasonable  assurance that information  required to be disclosed by the
Company  in such  reports  is  accumulated  and  communicated  to the  Company's
management,  including its principal  executive officer and principal  financial
officer, as appropriate to allow timely decisions regarding required disclosure.

      There was no change in the  Company's  "internal  control  over  financial
reporting"  (as such term is defined in Rule  13a-15(f)  under the Exchange Act)
that occurred  during the quarter ended  December 31, 2003,  that has materially
affected,  or is reasonably likely to materially  effect, the Company's internal
control over financial reporting.


      The methods and  processes  utilized to evaluate and certify the Company's
financial and other information in this filing include,  but are not limited to,
the following:

      1.  Ongoing,  periodic  evaluation  by our external  auditors  (the senior
auditor reports  directly and separately to the Chair of the Audit Committee and
the Chief Executive Officer);

      2. A process which  requires the key business  general  managers and their
respective  controllers to confirm their  respective  business units'  quarterly
financial  statements and specific  internal  control  procedures prior to final
certification by our Chief Executive Officer and Chief Financial Officer; and

      3. The audit and review activities of our independent auditors.


                                       34
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The names and ages of each of the current  directors and  executive  officers of
the Company are as follows:

<TABLE>
<CAPTION>
     Name                  Age              Position
     ----                  ---              --------
<S>                        <C>              <C>
     Jonathan Doctor       41               President, Chief Executive Officer and Director

     Michael Manahan       48               Chief Financial Officer and Director

     Zima Hartz            42               Executive Vice President, Secretary and Director

     Monica Dedovich       68               Director

     Joseph Simone         67               Director
</TABLE>


JONATHAN  DOCTOR,  PRESIDENT,  CEO,  AND  DIRECTOR  -Mr.  Doctor  also serves as
Chairman,  President,  and CEO for Practice  Xpert  Services  Corp, a company he
co-founded  in August 2001.  From  December  2000 to July 2001 Mr.  Doctor was a
director at Parkstone Medical Information Systems.  From August 1999 to November
2001 he was President of Care Delivery Solutions Corporation.  Prior to that Mr.
Doctor served as Vice-President,  Systems Development of Salick Health Care Inc.
from July 1997 to May 2000. He holds a BA from the  University of  Pennsylvania,
an MPH from Yale University  School of Medicine and an MBA from the USC Graduate
School of Business.

MICHAEL MANAHAN.  CHIEF FINANCIAL  OFFICER AND DIRECTOR - Mr. Manahan has served
as Chief  Financial  Officer of Practice Xpert Services Corp.  since  September,
2001. Mr. Manahan is also President of Magnum Financial Group, LLC, a non-active
company he  co-founded in April,  1998,  that  provided  financial  advisory and
consulting  services to emerging growth companies.  Prior to Magnum, Mr. Manahan
held a variety of financial and operational  positions in a diversified group of
companies.  Mr.  Manahan is a graduate  of the  British  Columbia  Institute  of
Technology and holds an MBA from Pepperdine University.

In February 2002, the Securities and Exchange  Commission  ("SEC") filed a civil
action for violations of federal  securities  laws,  against a public entity and
certain of its  shareholders  and  officers,  and  against  Mr.  Manahan and his
company, Magnum Financial Group, LLC ("Magnum"), who had been providing investor
relations  services to the public  company.  On or about  February 15, 2002, Mr.
Manahan and Magnum consented to entry of a permanent injunction,  enjoining them
from future violations of the antifraud provisions of the securities laws, and a
permanent  injunction  was entered on February  27,  2002.  Magnum  subsequently
established a policy of independently  verifying all information  provided to it
by client companies for publication and/or general distribution.

ZIMA HARTZ, EXECUTIVE  VICE-PRESIDENT,  SECRETARY,  AND DIRECTOR - Zima Hartz is
Executive Vice  President of Product  Development  for Practice Xpert  Services.
Prior to co-founding  Practice Xpert in August of 2001, Zima held key management
positions and was  responsible  for development and operations of large software
products in the healthcare field, serving as a Director for Parkstone, Inc. from
December of 2000 to July of 2001, EVP of Care Delivery  Solutions from August 99
to  November  of  2001  and  served  as  Senior  Director  of  Software  Product
Development for Salick Healthcare's technology unit from January of 1998 to July
of 2000. Zima holds an MBA from Pepperdine  University and a Bachelor of Science
in Math and Computer Science from UCLA.


                                       35
<PAGE>


MONICA  DEDOVICH,  DIRECTOR  - Ms.  Dedovich  is a  frequent  speaker  and guest
lecturer on physician  reimbursement in the New York Metropolitan Region and New
England.  Ms. Dedovich is one of the original founders of the New York State and
Massachusetts  State Oncology  Societies.  Ms.  Dedovich  served as President of
Healthcare  Administrative Management from 1997 to March of 2001. Since March of
2001, she has served as a director of Practice Xpert Services Corp.

JOSEPH SIMONE,  DIRECTOR - Dr. Simone is the clinical  director  emeritus of the
Huntsman Cancer  Institute and professor  emeritus of pediatrics and medicine at
the  University  of Utah  School  of  Medicine.  He  also  served  as  assistant
vice-president  for cancer programs at the University of Utah. From 1992 to 1996
he served as physician-in-chief of the Memorial Sloan-Kettering Cancer Center in
New York City. Before joining Memorial  Sloan-Kettering,  he spent virtually his
entire medical career at St. Jude Children's Research Hospital in Memphis, where
he joined the staff in 1967.  In his years  there,  he was  engaged in  clinical
research  efforts to improve  therapy for  children  with cancer and he played a
leadership role in the development of curative treatments for childhood leukemia
and  lymphoma.  He served as CEO of St. Jude from 1983 to 1992.  Previously  Dr.
Simone  served as medical  director and  chairman of the National  Comprehensive
Cancer  Network.  He served for six years as a member of the Board of Scientific
Advisors of the National Cancer  Institute (NCI) and is chairman of the National
Cancer Policy Board of the Institute of Medicine. He also serves on the external
committees  of nine  NCI-designated  cancer  centers.  Dr.  Simone  received his
medical  degree from the Stritch  School of  Medicine  at Loyola  University  in
Chicago  in  1960.  He  completed   his   residency  in  internal   medicine  at
Presbyterian-St.Luke's  Hospital and was a fellow in pediatric hematology at the
University of Illinois Research and Educational Hospitals,  both also located in
Chicago.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Based  solely upon a review of forms 3, 4 and 5 furnished  to the  Company,
the  Company is not aware of any person who at any time  during the fiscal  year
ended December 31, 2003, was a director,  officer,  or beneficial  owner of more
than ten percent of the Common Stock of the Company,  and who failed to file, on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

     No  compensation  in excess of $100,000 per year was awarded to, earned by,
or paid to any  executive  officer of the Company  during the fiscal years 2003,
2002 and 2001. The following  table provides  summary  information for the years
2003, 2002 and 2001 concerning cash and non-cash compensation paid or accrued by
the Company to or on behalf of the Company's chief executive officers.



                                       36
<PAGE>


                           SUMMARY COMPENSATION TABLES

<TABLE>
<CAPTION>
                                                   -----------------------------------------------------------------
                                                                         Annual Compensation
--------------------------------------------------------------------------------------------------------------------
Name and                                                                                         Other Annual
Principal Position                       Year           Salary (US$)          Bonus ($)        Compensation ($)
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                  <C>              <C>
Jonathan Doctor, President and
Chief Executive Officer                  2003             $30,500               - 0 -             $9,739 (3)
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Chief Executive
Officer                                  2003              - 0 -                - 0 -                - 0 -
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Chief Executive
Officer                                  2002            $72,000(2)             - 0 -             $19,600 (1)
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Chief Executive
Officer                                  2001            $72,000(2)             - 0 -                - 0 _
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   On  February  6, 2002,  600,000  shares of Common  Stock  were  issued for
      services to the Board of Directors for the period from January 3, 2001, to
      June 30,  2002,  at $.02 per share for a total value of $12,000;  on March
      16, 2002, 288,462 shares of Common Stock were issued in lieu of automobile
      allowance at $.02 per share for a total value of $6,000;  on July 8, 2002,
      200,000  shares of Common  Stock were issued for  services to the Board of
      Directors  for the period from July 1, 2002,  to December 31,  2002,  at a
      price of $.008 for a total value of $1,600.

(2)   On October 1, 2002, 130,638 shares of Series B Preferred Stock were issued
      in lieu of cash for deferred  salary and housing  allowance for the period
      from  January 3, 2001,  to October 1, 2002,  at $.75 per share for a total
      value of $100,979.

(3)   On July 31,2003,  8,619 shares were issued for services as a member of the
      Board of Directors.


<TABLE>
<CAPTION>
                                        ----------------------------------------------------------
                                                         Long Term Compensation
                                        ----------------------------------------------------------
                                                         Awards                      Payouts
--------------------------------------------------------------------------------------------------------------------
                                          Restricted     Securities Underlying       LTIP
                                             Stock             Options/             Payouts          All Other
Name and Principal Position      Year     Award(s)($)           SARs(#)               ($)         Compensation ($)
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>            <C>                       <C>            <C>
Jonathan Doctor, President       2003        - 0 -              125,000               - 0 -            - 0 -
and Chief Executive Officer
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Chief Executive
Officer                          2003        - 0 -               - 0 -                - 0 -            - 0 -
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Chief Executive
Officer                          2002        - 0 -               - 0 -                - 0 -            - 0 -
--------------------------------------------------------------------------------------------------------------------
Adam Anthony, Acting Chief
Executive Officer                2001        - 0 -               - 0 -                - 0 -            - 0 -
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                 ---------------------------------------------
                                                    Option/SAR Grants in Last Fiscal Year
                                                             (Individual Grants)
----------------------------------------------------------------------------------------------------------------------
                                  Number of
                                  Securities          Percent of Total
                                  Underlying      Options/SARs Granted to   Exercise of Base
Name                            Options/SARs(1)   Employees In Fiscal Year    Price ($/Sh)       Expiration Date
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                       <C>                  <C>
Jonathan Doctor, President            125,000               33%                  $0.75           December 31, 2009
and Chief Executive Officer
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       37
<PAGE>


                   EMPLOYMENT AGREEMENTS AND KEY MAN INSURANCE

EMPLOYMENT AGREEMENTS

     The Company has executive  employment  agreements  with its chief executive
officer, chief financial officer and executive vice president.  These employment
agreements  are for a period of three years,  beginning  December 31, 2003.  All
three  employment  agreements  provide  for a salary  based on  revenues  of the
Company, as follows:

                REVENUE RUN RATE                    ANNUAL SALARY RATE
                 $  3.8 million                         $  52,000
                    5.0 million                            62,737
                   10.0 million                           114,105
                   15.0 million                           154,105
                   20.0 million                           182,737
                   25.0 million                           200,000


      All three employment agreements provide for stock options as follows:

            500,000 options at a purchase price of $0.75 per share,  vesting 25%
upon signing of the employment  agreements,  and 25% on each anniversary date of
the employment agreements, until fully vested.

      The employment  agreements also provide that the employment agreements may
be terminated by the employee,  at the employee's  discretion,  if there is more
than 50% change in  ownership  of the Company,  or a  substantive  change in the
control or the  management  of the  Company.  In such  case,  the  employee  may
terminate  the  employment  agreement and will be entitled to a lump sum payment
from the Company of $1,000,000.

KEY MAN INSURANCE

      The Company holds "Key Man" life  insurance on one of its  officers,  Zima
Hartz, in the amount of $500,000. The Company has no "Key Man" life insurance on
any of its other officers or directors.

DIRECTOR COMPENSATION

      All  directors  are  entitled to receive  10,000  shares of the  Company's
restricted  common stock per quarter of service to the board.  All directors are
reimbursed for out-of-pocket  expenses incurred in connection with the Company's
business.  No shares have been issued for services of directors for the calendar
year 2004.


                                       38
<PAGE>



ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

      The following  table sets forth,  as of March 19, 2004 the name,  address,
and the number of shares of the common stock,  held of record or beneficially by
each person who held of record, or was known by the Company to own beneficially,
more than 5% of the  23,275,934  shares of common stock issued and  outstanding,
and the  name  and  shareholdings  of each  director,  and of all  officers  and
directors as a group.

<TABLE>
<CAPTION>
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Name and Address of                        Number of Shares               Percent of Class
Class of Stock          Beneficial Owner                           Beneficially Owned (1)         (1)
----------------------- ------------------------------------------ ------------------------------ ------------------
                        BENEFICIAL OWNERS AS A GROUP
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Executive Officers & Directors
----------------------- ------------------------------------------ ------------------------------ ------------------
<S>                     <C>                                        <C>                            <C>
                        Jonathan Doctor
                        4130 Cahuenga Blvd, Suite 215
Common Stock            Toluca Lake, CA 91602                      (2)          10,296645         (8)    17.53%
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Zima Hartz
                        4130 Cahuenga Blvd, Suite 215
Common Stock            Toluca Lake, CA 91602                      (3)         10,288,326         (8)    17.52%
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Monica Dedovich
                        4130 Cahuenga Blvd, Suite 215
Common Stock            Toluca Lake, CA 91602                      (4)          9,520,762         (8)    16.21%
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Michael Manahan
                        4130 Cahuenga Blvd, Suite 215
Common Stock            Toluca Lake, CA 91602                      (5)          6,508,653         (8)    11.08%
----------------------- ------------------------------------------ ------------------------------ ------------------
                        Joseph Simone
                        4130 Cahuenga Blvd, Suite 215
Common Stock            Toluca Lake, CA 91602                      (6)             78,872         (8)     0.13%
----------------------- ------------------------------------------ ------------------------------ ------------------
                        ALL EXECUTIVE OFFICERS & DIRECTORS AS A
                        GROUP                                      (7)         36,693,558         (8)    62.48%
----------------------- ------------------------------------------ ------------------------------ ------------------
</TABLE>

      (1) The number of shares and percentage of class beneficially owned by the
      entities  above is determined  under rules  promulgated by the SEC and the
      information is not necessarily  indicative of beneficial ownership for any
      other purpose. Under such rules,  beneficial ownership includes any shares
      as to which the  individual  has sole or shared voting power or investment
      power and also any  shares  that the  individual  has the right to acquire
      within 60 days  through the  exercise of any stock  option or other right.
      The  inclusion  herein of such shares,  however,  does not  constitute  an
      admission that the named  stockholder  is a direct or indirect  beneficial
      owner of such shares.  Unless otherwise  indicated,  each person or entity
      named in the table has sole voting power and  investment  power (or shares
      such power with his or her spouse)  with  respect to all shares of capital
      stock listed as owned by such person or entity.

      (2) This number  includes  8,047,755  shares which figure is derived based
      upon the presumption that Jonathan Doctor converted, as of March 19, 2004,
      his 536,517  shares of the  Company's  Series C Preferred  Stock to Common
      Stock.  Holders of Series C Preferred Stock have the option,  at any time,
      to convert their shares into common stock at a rate of 15 (fifteen) shares
      of common  stock in exchange  for each 1 (one) share of Series C Preferred
      stock  converted plus accrued but unpaid  dividends.  These figures are an
      expression  of  beneficial  ownership  only and do not mean that an actual
      conversion of Preferred Stock holdings to common stock has taken place. As
      of March 19, 2004,  Jonathan  Doctor had not  converted any portion of his
      Series C Preferred Stock holdings.


                                       39
<PAGE>


      (3) This number  includes  8,047,775  shares which figure is derived based
      upon the presumption that Zima Hartz converted,  as of March 19, 2004, his
      536,517 shares of the Company's  Series C Preferred Stock to Common Stock.
      Holders of Series C  Preferred  Stock  have the  option,  at any time,  to
      convert their shares into common stock at a rate of 15 (fifteen) shares of
      common  stock in  exchange  for each 1 (one)  share of Series C  Preferred
      stock  converted plus accrued but unpaid  dividends.  These figures are an
      expression  of  beneficial  ownership  only and do not mean that an actual
      conversion of Preferred Stock holdings to common stock has taken place. As
      of March 19, 2004, Mr. Hartz had not converted any portion of his Series C
      Preferred Stock holdings.

      (4) This number  includes  7,702,071  shares which figure is derived based
      upon the presumption that Monica Dedovich converted, as of March 19, 2004,
      her 437,448  shares of the  Company's  Series C Preferred  Stock to Common
      Stock and her 650,000 shares of the Company's  Series A Preferred Stock to
      Common Stock.  Holders of Series C Preferred Stock have the option, at any
      time,  to convert their shares into common stock at a rate of 15 (fifteen)
      shares  of common  stock in  exchange  for each 1 (one)  share of Series C
      Preferred  stock converted plus accrued but unpaid  dividends.  Holders of
      Series A Preferred  stock have the option,  at any time,  to convert their
      shares  into the same  number of fully paid and  non-assessable  shares of
      Common  Stock,  equal to the par  value of the  shares  of  Series A being
      converted plus accrued but unpaid dividends, divided by 95% of the closing
      price prior to  conversion,  subject to a maximum of  6,000,000  shares of
      Common Stock. These figures are an expression of beneficial ownership only
      and do not mean that an actual  conversion of Preferred  Stock holdings to
      common stock has taken place.  As of March 19, 2004, Ms.  Dedovich had not
      converted any portion of her Series C Preferred Stock holdings.

      (5) This number  includes  6,498,653  shares which figure is derived based
      upon the presumption that Michael Manahan converted, as of March 19, 2004,
      his 334,518  shares of the  Company's  Series C Preferred  Stock to Common
      Stock.  Holders of Series C Preferred Stock have the option,  at any time,
      to convert their shares into common stock at a rate of 15 (fifteen) shares
      of common  stock in exchange  for each 1 (one) share of Series C Preferred
      stock  converted plus accrued but unpaid  dividends.  These figures are an
      expression  of  beneficial  ownership  only and do not mean that an actual
      conversion of Preferred Stock holdings to common stock has taken place. As
      of March 19, 2004, Mr. Manahan had not converted any portion of his Series
      C Preferred Stock holdings.

      (6) This number  includes 61,755 shares which figure is derived based upon
      the presumption  that Joseph Simone  converted,  as of March 19, 2004, his
      4,114 shares of the  Company's  Series C Preferred  Stock to Common Stock.
      Holders of Series C  Preferred  Stock  have the  option,  at any time,  to
      convert their shares into common stock at a rate of 15 (fifteen) shares of
      common  stock in  exchange  for each 1 (one)  share of Series C  Preferred
      stock  converted plus accrued but unpaid  dividends.  These figures are an
      expression  of  beneficial  ownership  only and do not mean that an actual
      conversion of Preferred Stock holdings to common stock has taken place. As
      of March 19, 2004,  Mr. Simone had not converted any portion of his Series
      C Preferred Stock holdings.

      (7) This number includes  28,877,106  shares which figure is derived based
      upon the presumption that all of the officers, as a group,  converted,  as
      of March  19,  2004,  their  1,849,117  shares of the  Company's  Series C
      Preferred  Stock to Common Stock and their 650,000 shares of the Company's
      Series A Preferred  Stock to Common  Stock.  Holders of Series C Preferred
      Stock have the option,  at any time,  to convert  their shares into common
      stock at a rate of 15  (fifteen)  shares of common  stock in exchange  for
      each 1 (one) share of Series C Preferred  stock converted plus accrued but
      unpaid dividends.  Holders of Series A Preferred stock have the option, at
      any time,  to convert  their shares into the same number of fully paid and
      non-assessable  shares  of  Common  Stock,  equal to the par  value of the
      shares of Series A being  converted  plus  accrued  but unpaid  dividends,
      divided by 95% of the  closing  price  prior to  conversion,  subject to a
      maximum  of  6,000,000  shares  of  Common  Stock.  These  figures  are an
      expression  of  beneficial  ownership  only and do not mean that an actual
      conversion of Preferred Stock holdings to common stock has taken place. As
      of March 19, 2004,  the  officers  and  directors  had not  converted  any
      portion of their Convertible Preferred Stock holdings.


                                       40
<PAGE>


      (8) Percentage is based upon the total  23,275,394  currently  outstanding
      shares of Common Stock  combined  with  35,455,735  shares of Common Stock
      beneficially  owned by holders of 100% of the convertible  preferred stock
      outstanding  for a  presumptive  total of 58,731,669  shares  outstanding.
      These figures are an expression  of beneficial  ownership  only and do not
      mean that an actual conversion of Preferred Stock holdings to common stock
      has taken place.  As of March 19, 2004, none of the officers and directors
      had converted any portion of their convertible Preferred Stock holdings.

      The following  table sets forth,  as of March 17, 2003 the name,  address,
and the number of shares of the Preferred Stock,  held of record or beneficially
by  each  person  who  held  of  record,  or was  known  by the  Company  to own
beneficially, more than 5% of the 4,092,687 shares of Preferred Stock issued and
outstanding,  and  the  name  and  shareholdings  of each  director,  and of all
officers and directors as a group.

<TABLE>
<CAPTION>
-------------------------- ----------------------------------------- ------------------------------ ----------------
                                     Name and Address of                   Number of Shares           Percent of
Series of Preferred Stock              Beneficial Owner                 Beneficially Owned (1)         Class (2)
-------------------------- ----------------------------------------- ------------------------------ ----------------
SERIES A
-------------------------- ----------------------------------------- ------------------------------ ----------------
<S>                        <C>                                       <C>                            <C>
                           Cardinal Equities, LLC
                           711 S. Carson Street
Series A Preferred Stock   Carson City, NV 89701                     500,000                        30.30%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Monica Dedovich
                           4130 Cahuenga Blvd, Suite 215
Series A Preferred Stock   Toluca Lake, CA 91602                     650,000                        39.39%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Daniel Doctor
                           4130 Cahuenga Blvd, Suite 215
Series A Preferred Stock   Toluca Lake, CA 91602                     500000                         30.30%
-------------------------- ----------------------------------------- ------------------------------ ----------------
SERIES B
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Adam Anthony
                           276 Encanto Ave
Series B Preferred Stock   Pismo Beach, CA 93449                     70,638                         35.07%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Cardomon Group
                           3605 MacArthur Blvd., Suite 703
Series B Preferred Stock   Santa Ana, CA  92704                      30,000                         15.88%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Richard Anthony
                           709 Eastshore Terrace, #29
Series B Preferred Stock   Chula Vista, CA                           10,000                          5.29%
-------------------------- ----------------------------------------- ------------------------------ ----------------
SERIES D
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Doug Mondo
                           3605 MacArthur Blvd., Suite 703
Series D Preferred Stock   Santa Ana, CA  92704                      31000                          31.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Mitch Mondo
                           3605 MacArthur Blvd., Suite 703
Series D Preferred Stock   Santa Ana, CA  92704                      31,000                         31.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Cardomon Group
                           3605 MacArthur Blvd., Suite 703
Series D Preferred Stock   Santa Ana, CA  92704                      22,000                         22.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Deron Whitney
                           3605 MacArthur Blvd., Suite 703
Series D Preferred Stock   Santa Ana, CA  92704                      9,000                           9.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Joel Heffron
                           4130 Cahuenga Blvd, Suite 215
Series D Preferred Stock   Toluca Lake, CA 91602                     5,000                           5.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
</TABLE>


                                       41
<PAGE>

<TABLE>
<CAPTION>
-------------------------- ----------------------------------------- ------------------------------ ----------------
                                     Name and Address of                   Number of Shares           Percent of
Series of Preferred Stock              Beneficial Owner                 Beneficially Owned (1)         Class (2)
-------------------------- ----------------------------------------- ------------------------------ ----------------
<S>                        <C>                                       <C>                            <C>
SERIES E
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Jon Davis
                           351 North Commerce Loop
Series E Preferred Stock   Tucson, Arizona  85745                    50,000                         41.67%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Adam Anthony
                           276 Encanto Ave
Series E Preferred Stock   Pismo Beach, CA 93449                     70,000                         58.33%
-------------------------- ----------------------------------------- ------------------------------ ----------------
SERIES F
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Adam Vali
                           3605 MacArthur Blvd., Suite 703
Series F Preferred Stock   Santa Ana, CA  92704                      26,667                         53.33%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Timothy Sandel
                           3605 MacArthur Blvd., Suite 703
Series F Preferred Stock   Santa Ana, CA  92704                      5,000                          10.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Richard Montgomery
                           3605 MacArthur Blvd., Suite 703
Series F Preferred Stock   Santa Ana, CA  92704                      5,000                          10.00%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           John D. Brown
                           3605 MacArthur Blvd., Suite 703
Series F Preferred Stock   Santa Ana, CA  92704                      13,333                         26.67%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Executive Officers and Directors
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Jonathan Doctor
                           4130 Cahuenga Blvd, Suite 215
Series C Preferred Stock   Toluca Lake, CA 91602                     536,517                        27.05%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Zima Hartz
                           4130 Cahuenga Blvd, Suite 215
Series C Preferred Stock   Toluca Lake, CA 91602                     536,517                        27.05%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Monica Dedovich
                           4130 Cahuenga Blvd, Suite 215
Series C Preferred Stock   Toluca Lake, CA 91602                     437,448                        22.05%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Michael Manahan
                           4130 Cahuenga Blvd, Suite 215
Series C Preferred Stock   Toluca Lake, CA 91602                     334,519                        16.86%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           Joseph Simone
                           4130 Cahuenga Blvd, Suite 215f
Series C Preferred Stock   Toluca Lake, CA 91602                     4,117                          0.21%
-------------------------- ----------------------------------------- ------------------------------ ----------------
                           ALL EXECUTIVE OFFICERS & DIRECTORS AS A
                           GROUP                                     1,849,117                      93.01%
-------------------------- ----------------------------------------- ------------------------------ ----------------
</TABLE>

      (1) The  number  of shares  beneficially  owned by the  entities  above is
      determined  under rules  promulgated by the SEC and the information is not
      necessarily  indicative  of beneficial  ownership  for any other  purpose.
      Under such rules, beneficial ownership includes any shares as to which the
      individual  has sole or shared voting power or  investment  power and also
      any shares which the  individual  has the right to acquire  within 60 days
      through the  exercise of any stock option or other  right.  The  inclusion
      herein of such shares,  however, does not constitute an admission that the
      named stockholder is a direct or indirect beneficial owner of such shares.
      Unless otherwise  indicated,  each person or entity named in the table has
      sole voting power and  investment  power (or shares such power with his or
      her spouse) with respect to all shares of capital stock listed as owned by
      such person or entity.


                                       42
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS LISTS AND REPORTS ON FORM 8K

      (a)   Exhibits.   Exhibits   required  to  be  attached  by  Item  601  of
            Regulations  S-B are listed in the Index to  Exhibits  beginning  on
            page 19 of  this  Form  10-KSB,  which  is  incorporated  herein  by
            reference.

      (b)   A Form 8-K was filed by the Company on January 10, 2003 announcing a
            one for fifty reverse stock split.

      (c)   A For 8-K was filed by the Company on February 10, 2003 announcing a
            dividend to  stockholders  of the  Company's  15%  interest in Legal
            Broadcasting Corporation.

      (d)   A Form 8-K was filed by the Company on April 22, 2003 announcing the
            acquisition of Practice Xpert Services Corporation.

      (e)   A Form 8-KA was filed by the  Company on April 23,  2003  correcting
            information included in the 8-K filed on April 22, 2003.

      (f)   A Form 8-K was filed by the Company on July 25, 2003  announcing the
            sale of one if the Company's subsidiaries, The Clover Inc.

      (g)   A Form 8-KA was fled by the Company on August 20, 2003  updating the
            8-K filed on April 22, 2003 with audited financial statements.


                                       43
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 13th day of April, 2004.


                                           PRACTICEXPERT, INC.

                                  By:      /s/ Jonathan Doctor
                                        -------------------------------
                                           Jonathan Doctor, President


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act 1934,  this report has been duly signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Signature                              Title                               Date
         ---------                              -----                               ----
<S>                                 <C>                                         <C>
     /s/ Jonathan Doctor            President, CEO,  and Director               April 13, 2003
-------------------------------
     Jonathan Doctor


    /s/ Michael Manahan             Chief Financial Officer and Director        April 13, 2004
-------------------------------
     Michael Manahan


    /s/ Zima Hartz                  Executive VP, Secretary and Director        April 13, 2004
-------------------------------
     Zima Hartz


    /s/ Monica Dedovich             Director                                    April 13, 2004
-------------------------------
     Monica Dedovich


    /s/ Joseph Simone               Director                                    April 13, 2004
-------------------------------
     Joseph Simone
</TABLE>


                                       44
<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT                     DESCRIPTION

3.1            Articles of Incorporation of the Company *

3.2            Bylaws of the Company *

10.1           Agreement for Purchase and Sale of Assets dated February 23, 2004
               between  PracticeXpert  of Texas,  Inc.,  and Bonnie Singer Bakal
               (incorporated  by  reference  to  Exhibit  2.1 to  the  Company's
               Current Report on Form 8-K dated March 15, 2004)

10.2           Stock Purchase  Agreement dated March 13, 2003 among the Company,
               Jonathan Doctor, Michael Manahan,  Monica Dedovich and Zima Hartz
               (incorporated  by  reference  to  Exhibit  10.1 to the  Company's
               Annual Report on Form 10-KSB, filed on April 11, 2003).

10.3           Consulting  Agreement  between the  Company and Magnum  Financial
               Group,  LLC dated July 11, 2002  (incorporated  by  reference  to
               Exhibit 10.2 to the Company's Annual Report on Form 10-KSB, filed
               on April 11, 2003).

21.1           List of Subsidiaries of Registrant**

23.1           Consent of Kabani & Company, Independent Auditors**

31.1           Rule 13(a)/14(a)-- Certification of Chief Executive Officer**

31.2           Rule 13(a)/14(a)-- Certification of Chief Financial Officer**

32.1           Section 1350-- Certification of Chief Executive Officer**

32.2           Section 1350-- Certification of Chief Financial Officer**


* Previously  filed as indicated and  incorporated  herein by reference from the
referenced filings previously made by the Company.

** Filed herewith.



                                       45