**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


**** (Mark
      One)





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





**For
      the quarterly period ended March 31, 2007**





[ 
              ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ________________ to _______________





**000-51561**


(Commission
      file number)





**HEALTHCARE
      PROVIDERS DIRECT, INC.**


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
            **20-1063591**(State
                or other jurisdiction of incorporation or
                organization)
            (IRS
                EmployerIdentification
                No.)








**3371
      Route One, Suite 200**


**Lawrenceville,
      New Jersey 08648**


(Address
      of principal executive offices)





(609)
      919-1932


(Issuer's
      telephone number)





**N/A**


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





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 []





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of May [__], 2007 - [44,864,038] shares
      of
      common stock





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes
      [ ]
      No [X]








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





1










**HEALTHCARE
      PROVIDERS DIRECT, INC.**


**Index**









Page
                NumberPART
                  I.
              FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  Statements
              3Balance
                  Sheet as of March 31, 2007 (unaudited)
              3Statements
                  of Operations for the three
                  months ended March 31, 2007 and 2006 (unaudited)
              4Statement
                  of Stockholders Equity / (Deficiency) For
                  the three months ended March 31, 2007 (unaudited)
              5Statements
                of Cash Flows for thethree months ended March 31, 2007 and 2006 (unaudited)
              6Notes
                  to Financial Statements
              7Item
                  2.
              Management's
                  Discussion and Analysis or Plan of Operations
              14Item
                  3.
              Controls
                  and Procedures
              19PART
                  II.
              OTHER
                  INFORMATION
              20Item
                  1.
              Legal
                  Proceedings
              20Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              20Item
                  3.
              Defaults
                  Upon Senior Securities
              20Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              20Item
                  5.
              Other
                  Information
              20Item
                  6.
              Exhibits
              20SIGNATURES
              21





2








Healthcare
      Providers Direct, Inc.


Balance
      Sheet


(unaudited)


As
      of
      March 31, 2007





2007ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            533,708Accounts
                receivable, net of allowance for doubtful accounts, of $33,345
            
            
            39,870Inventories
            
            
            127,007Prepaid
                and other current assets
            
            
            83,064Total
                current assets
            
            
            783,649Equipment,
                net of accumulated depreciation of $12,830
            
            
            18,211Intangible
                assets, net of amortization of $111,111
            
            
            138,889Total
                assets
            
            $
            940,749LIABILITIES
                AND STOCKHOLDERS EQUITYCurrent
                liabilities:Accounts
                payable
            
            $
            151,229Accrued
                expenses and other current liabilities
            
            
            400,194Accrued
                royalties
            
            
            140,325Notes
                payable
            
            
            90,000Total
                current liabilities
            
            
            781,748Commitments
                and contingencies
            
            
            -Stockholders'
                equityCommon
                stock, no par value;375,000,000
                shares authorized; 44,864,038 shares issued and
                outstanding
            
            
            44,864Additional
                paid-in capital
            
            
            6,209,443Accumulated
                deficit
            
            
            (6,095,307
            )Total
                stockholders' equity
            
            
            159,001Total
                liabilities and stockholders' equity
            
            $
            940,749





3








Healthcare
      Providers Direct, Inc.


Statements
      of Operations


(unaudited)


For
      the
      three months ended March 31, 2007 and 2006







**2007**
            
            **2006**Revenues
            
            $
            138,898
            
            $
            168,494Cost
                of revenues
            
            
            61,821
            
            
            73,044Gross
                profit
            
            
            77,077
            
            
            95,450Operating
                expenses:Research
                and development
            
            
            47,282
            
            
            17,740Marketing
                and selling
            
            
            228,118
            
            
            80,675Acquisition
              Related
            
            
            2,927,285
            
            
            -General
                and administrative
            
            
            853,755
            
            
            228,764Total
                operating expenses
            
            
            4,056,440
            
            
            327,179Loss
                from operations
            
            
            (3,979,363
            )
            
            (231,729
            )Other
                income and expense:Interest
                income
            
            
            1,466
            
            
            140Interest
                expense
            
            
            (4,407
            )
            
            (1,711
            )Other
                income, net
            
            
            (2,941
            )
            
            (1,571
            )Loss
                before provision for income taxes
            
            
            (3,982,304
            )
            
            (233,300
            )Provision
                for income taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (3,982,304
            )
            $
            (233,300
            )Cumulative
                dividends on Preferred Stock
            
            
            -
            
            
            (20,776
            )Net
                loss applicable to Common Shareholders
            
            $
            (3,982,304
            )
            $
            (254,076
            )Net
                Loss Per Common Share:Basic
                and Diluted
            
            $
            (0.089
            )
            $
            (0.022
            )Weighted
                average common shares
            
            
            44,864,038
            
            
            11,465,945








4





Healthcare
      Providers Direct, Inc.





STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


FOR
      THE
      THREE MONTHS ENDED MARCH 31, 2007


(UNAUDITED)


**Series
                  A Redeemable Convertible Preferred Stock**
              
              
              **Series
                  B Convertible Preferred Stock**
              
              
              **Common****Stock**
              
              
              **Additional**
                **Paid-In-Capital**
              
              
              **Accumulated
                  Deficit**
              
              
              **Total
                  Stockholders’ Equity
                  (Deficiency****Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**Balances
                  as of December 31, 2006
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              
              34,874,749
              
              $
              34,875
              
              $
              1,337,981
              
              $
              (2,113,003
              )
              $
              (740,147
              )Issuance
                  of Series B
              
              
              -
              
              
              -
              
              
              1,303
              
              
              1,144,153
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,144,153Series
                  B Conversion
              
              
              -
              
              
              -
              
              
              (1,303
              )
              
              (1,144,153
              )
              
              9,589,289
              
              
              9,589
              
              
              1,134,564
              
              
              -
              
              
              -Issuance
                  of common
                stock
                  and warrants
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              400,000
              
              
              400
              
              
              499,600
              
              
              -
              
              
              500,000Stock
                  based
                compensation
                  expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              282,858
              
              
              -
              
              
              282,858Warrants
                  issued to
                Board
                  members
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              27,156
              
              
              -
              
              
              27,156Acquisition
                  Related  Expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,927,285
              
              
              -
              
              
              2,927,285Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,982,304
              )
              
              (3,982,304
              )Balances
                  as of March 31, 200
              
              
              
              
              $
              0
              
              
              
              
              $
              0
              
              
              44,864,038
              
              $
              44,864
              
              $
              6,209,443
              
              $
              (6,095,307
              )
              $
              159,001













5








Healthcare
      Providers Direct, Inc.


STATEMENTS
      OF CASH FLOWS


(unaudited)


For
      the
      three months ended March 31, 2007 and 2006





**2007**
            
            **2006**Cash
                flows from operating activities:Net
                loss
            
            $
            (3,982,304
            )
            $
            (233,300
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            3,234
            
            
            1,138Amortization
                of intangible
            
            
            13,889
            
            
            13,889Stock-based
                compensation expense
            
            
            282,858
            
            
            -Issuance
                of warrants for services
            
            
            27,156
            
            
            -Acquisition
                Related  Expenses
            
            
            2,927,285
            
            
            -Allowance
                for doubtful accounts
            
            
            (167
            )
            
            10,152Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            20,457
            
            
            (30,560
            )Inventories
            
            
            34,065
            
            
            (783
            )Prepaid
                expenses and other current assets
            
            
            (52,567
            )
            
            9,720Accounts
                payable
            
            
            (239,407
            )
            
            (29,178
            )Accrued
                expenses
            
            
            (151,334
            )
            
            1,926Net
                cash used in operating activities
            
            
            (1,116,835
            )
            
            (256,996
            )Cash
                flows from investing activities:Purchases
                of office & computer equipment
            
            
            (7,104
            )
            
            (495
            )Cash
                flows from financing activities:Payment
                of notes payable
            
            
            (250,000
            )
            
            95,833Proceeds
                from issuance of common stock
            
            
            500,000
            
            
            -Proceeds
                from issuance of Series A stock
            
            
            -
            
            
            16,667Proceeds
                from sale of Series B preferred stock, net of issuance costs of $158,847
                and $0
            
            
            1,144,153
            
            
            50,000Net
                cash provided by financing activities
            
            
            1,394,153
            
            
            162,500Net
                increase (decrease) in cash and cash equivalents
            
            
            270,214
            
            
            (94,991
            )Cash
                and cash equivalents at beginning of period
            
            
            263,494
            
            
            122,976Cash
                and cash equivalents at end of period
            
            $
            533,708
            
            $
            27,985Supplemental
                disclosures of cash flow information:Cash
                paid during period for interest
            
            $
            19,230
            
            
            294Cash
                paid during period for taxes
            
            
            -
            
            
            -Supplemental
                Non-Cash Financing Transactions:Conversion
                of note payable into Series A redeemable preferred stock
            
            
            -
            
            $
            16,667Conversion
                of Series A preferred stock into common
            
            
            250,000
            
            
            -Conversion
                of Series B preferred stock into common
            
            
            2,548,000
            
            
            -










6


**Healthcare
        Providers Direct, Inc.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
  **1.**
              **BASIS
                  OF PRESENTATION**
  ***Basis
        of Presentation*** **—** Healthcare
        Providers Direct, Inc (the “Company”) was incorporated in the state of Delaware
        on October 29, 2004 and commenced operations on January 3, 2005. The Company,
        located in Lawrenceville, New Jersey, sells and distributes diagnostic tests
        directly to physician offices and other healthcare providers in the United
        States. During the three months ended March 31, 2007, the Company completed
        a
        share exchange that was treated as a capital transaction, which requires
        equity
        to be restated to reflect the transaction as of the earliest period presented.
        As a result, transactions in the Company’s Series A Redeemable Convertible
        Preferred Stock, Series B Convertible Preferred Stock and Common Stock have
        been
        reflected in Common Stock as of the earliest period-end presented.
 
 The
        accompanying consolidated financial statements included herein have been 
prepared  by the  Company  pursuant the
        rules
        and  regulations  of the Securities and Exchange 
Commission  (the  "Commission")  for interim 
financial
 information. 
        Accordingly,  they  do not  include  all of  the 
information  and footnotes  required by accounting  principles
        generally accepted in the United States of America for complete 
financial  statement  presentation and should be read in conjunction
        with the audited  consolidated  financial  statements and
        related footnotes  thereto for the fiscal year ended December 31,
        2006  included in the  Company's  Current  Report on
        Form  8-K/A,  filed  with the  Commission on May 8,
        2007. The financial  statements  presented  in this 
quarterly  report are  unaudited  but include all
        adjustments  that are of a normal  recurring  nature that
        management considers  necessary for the fair  statement  of
        the  results  for the  interim periods.  Results for interim
        periods are not necessarily indicative of results for the full fiscal
        year.
   Effective
        February 7, 2007, the Company entered into a definitive Share Exchange Agreement
        with Alpha Motorsport, Inc., a Nevada corporation and the shareholders of
        HPD
        pursuant to which HPD became a wholly-owned subsidiary of the Company (the
        “Merger”). The share exchange agreement provided for the acquisition of all of
        the issued and outstanding capital stock of HPD consisting of 4,683 shares
        of
        common stock (on an as-converted, issued and outstanding basis), in exchange
        for
        34,464,038 shares of the Company’s common stock, par value $.001 per share (the
“Share Exchange”).
  Prior
        to
        the closing of the Share Exchange, the Company had 30,000,000 shares of common
        stock issued and outstanding and subsequent to the Share Exchange it had
        44,864,038 shares of common stock issued and outstanding. Upon the closing
        of
        the Merger on February 7, 2007, HPD became a wholly-owned subsidiary of the
        Company. The share exchange was accounted for as a reverse merger for accounting
        purposes. As a result, the Company treated the merger as a capital transaction
        and has retroactively revised shareholders’ equity to give effect to the merger.
        Prior to the reverse merger, each share of Series A and Series B preferred
        stock
        of HPD was automatically converted into one share of common stock. Effective
        with the reverse merger, all common stock of HPD were exchanged for shares
        in
        the registrant, in accordance with the Share Exchange Agreement. The following
        table shows the exchange of common stock in the reverse merger:
  Common
                  stock of HPD before share exchange
              
              Shares
                  common stock in registrant after share exchangeSeries
                  A Preferred Stock
              
              
              577
              
              
              4,246,370Series
                  B Preferred Stock
              
              
              2,548
              
              
              18,751,734Common
                  stock
              
              
              1,558
              
              
              11,465,934Total
              
              
              4,683
              
              
              34,464,038
  7
   
 **Healthcare
        Providers Direct, Inc.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
  Upon
        the
        closing of the Share Exchange, (i) 1,558 shares of common stock, (ii) 577
        shares
        of Series A Convertible Preferred Stock and (iii) 2,548 shares of Series
        B
        Convertible Preferred Stock of HPD were exchanged for 34,464,038 shares of
        common stock of the Alpha Motorsports.
   Sale
        of
        Operating Subsidiary
  In
        a
        related transaction, on February 7, 2007, pursuant to a Share Purchase
        Agreement, Healthcare Providers Direct, Inc., a Nevada corporation (f/ka
        Alpha
        MotorSports, Inc.) sold all of the outstanding stock of its British Columbia
        operating subsidiary, Alpha Motorsport, Inc., to its former president for
        $100,000.
  Investa
        Warrants
  
 On
        February 7, 2007, the Company issued warrants to Investa Capital Partners
        Inc.
        (“Investa”) which are exercisable in two tranches. The tranche A warrants give
        Investa the right to purchase 2,705,659 shares of common stock at an exercise
        price of $0.1848 per share. The tranche B warrants give Investa the right
        to
        purchase 2,032,982 shares of common stock at an exercise price of $0.2459
        per
        share. The warrants had a fair value of $2,927,285 and has been recorded
        as an
        acquisition related expenses for the three months ended March 31, 2007.
 Both the tranche A and the tranche B warrants are exercisable for a period
        of 365 days from the date of issuance. Until such time that the Company
        has raised an aggregate of $2,500,000, the Company shall have the right to
        force
        Investa to exercise the tranche A and the tranche B Warrants in the following
        manner:
 
 o
            With
                respect to the tranche A warrants, in the event the Company has not
                raised
                an aggregate of $2,500,000, the Company may force the exercise of
                up to
                $500,000 (2,705,659 shares) of the tranche A warrants no earlier
                than 90
                days from the date of issuance. 
 o
            With
                respect to the tranche B warrants, in the event the Company has not
                raised
                an aggregate of $2,500,000 and the Company has an effective registration
                statement pursuant to the Securities Act covering all the shares
                of common
                stock underlying the tranche A warrant and the tranche B warrant,
                the
                Company may force the exercise of up to an $500,000 (2,032,982 shares)
                of
                the tranche B warrants no earlier than 90 days from the exercise
                of
                tranche A warrants. 
  ***Liquidity*** **—** The
        Company has net losses of ($3,982,304) and ($233,300) for the three months
        ended
        March 31, 2007 and 2006 and an accumulated deficit of ($6,095,307) as of
        March
        31, 2007. In addition, the Company has net working capital of $1,901 as of
        March
        31, 2007, all of which raises substantial doubt about the Company’s ability to
        continue as a going concern. The Company has taken steps to mitigate the
        negative operating results by attempting to increase their sales by expanding
        their market, introduction of new products, and an increased emphasis on
        sales
        and marketing. The Company’s ultimate success is dependent upon its ability to
        raise additional capital. The Company completed a Share exchange into a public
        company shell on February 7, 2007, thereby offering access to the public
        markets
        (as mentioned above). The financial statements have been prepared on the
        basis
        that the Company is a going concern, which contemplates the realization of
        assets and the satisfaction of liabilities in the normal course of business.
        There have been no adjustments to the financial statements to reflect the
        outcome of this uncertainty.
 
  8
  
  **Healthcare
        Providers Direct, Inc.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
  **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Uses
                  of Estimates*****—**The
                  preparation of financial statements in conformity with accounting
                  principles generally accepted in the United States of America requires
                  management to make estimates and assumptions that affect the reported
                  amounts 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. Significant
                  accounting estimates used in the Company’s financial statements included
                  depreciation rates and allowances for doubtful accounts. Actual
                  results
                  could differ from those estimates.
  ***Income
                  Taxes*****—**The
                  Company accounts for income tax in accordance with Statement of
                  Financial
                  Accounting Standards (“SFAS”) No. 109,*Accounting
                  for Income Taxes*,
                  which requires an asset and liability approach to financial reporting
                  for
                  income taxes. Deferred income tax assets and liabilities are computed
                  for
                  differences between the financial statement and tax bases of assets
                  and
                  liabilities that will result in taxable or deductible amounts in
                  the
                  future, based on enacted tax laws and rates applicable to the periods
                  in
                  which the differences are expected to affect taxable income. Valuation
                  allowances are established, when necessary, to reduce the deferred
                  tax
                  assets to the amount expected to be
                  realized.
  ***Revenue
        Recognition*** **—** Revenue
        is recognized when goods are shipped, provided that there is evidence of
        an
        arrangement with the customer, the price is fixed and determinable and
        collection is reasonably assured. The Company accrues for sales returns and
        other allowances based upon specific customer situations and the Company's
        history of sales returns.
 
 ***Share-Based
        Compensation*** **—** The
        Company accounts for its stock options in accordance with SFAS No. 123(R),
        which
        requires the measurement and recognition of compensation expense for all
        share-based payment awards based on estimated fair values at the date of
        the
        grant. Determining the fair value of share-based awards at the grant date
        requires judgment in developing assumptions, which involve a number of
        variables. These variables include, but are not limited to, the expected
        stock
        price volatility over the term of the awards, and expected stock option exercise
        behavior. In addition, we also use judgment in estimating the number of
        share-based awards that are expected to be forfeited.
  ***Recent
        Accounting Pronouncements*** **—** In
        June,
        2006 the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
        in
        Income Taxes, an interpretation of FASB Statement No. 109, Accounting for
        Income
        Taxes ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income
        taxes recognized in a company's financial statements in accordance with FASB
        Statement No. 109. FIN 48 stipulates a recognition threshold and measurement
        attribute for the financial statement recognition and measurement of a tax
        position taken or expected to be taken in a tax return. FIN 48 also provides
        guidance on derecognition, classification, and interest and penalties. The
        provisions of FIN 48 are to be effective for fiscal years beginning after
        December 15, 2006. We
        adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a
        significant impact on our results of operations or financial position. As
        a
        result of our continuing tax losses, we have historically not paid income
        taxes
        and have recorded a full valuation allowance against our net deferred tax
        asset.
        Therefore, we have not recorded a liability for unrecognized tax benefits
        prior
        to adoption of FIN 48 and there was no adjustment from the implementation.
        There
        continues to be no liability related to unrecognized tax benefits at March
        31,
        2007. We recognize interest and penalties related to unrecognized tax benefits
        in income tax expense. There was no accrued interest related to unrecognized
        tax
        benefits at March 31, 2007. The tax years 2004-2006 remain open to examination
        by the major taxing jurisdictions to which we are subject.
 
  
   9
   **Healthcare
        Providers Direct, Inc.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
 ****
 **3.**
              **NOTES
                  PAYABLE**
  On
        January 22, 2007, the company paid off the $150,000 note payable outstanding
        at
        December 31, 2006, including interest for a total of $160,714. On February
        7,
        2007, the company also paid off the $100,000 bridge loan outstanding at December
        31, 2006, including interest for a total of $101,897.
  **4.**
                  **INCOME
                      TAXES**
  The
        Company has incurred losses since inception, which have resulted in net
        operating loss carryforwards (NOLs). Since it is more likely than not that
        the
        Company will not realize the benefits from these NOLs, the Company has recorded
        a full valuation allowance against any future tax benefits.
  The
        tax
        effect of the temporary differences that give rise to the Company’s net deferred
        tax assets at March 31, 2007 are as follows:
 
  Assets:
              
              
              2007Deferred
                  tax assets, noncurrent:Net
                  operating loss carryforwards (NOL’s)
              
              $
              2,156,459Accrued
                  expenses
              
              
              7,654Accrued
                  compensation
              
              
              129,8332,293,943Liabilities:Deferred
                  tax liabilities, noncurrent:Depreciation
                  and amortization
              
              
              (6,014
              )Subtotal
              
              
              2,287,929Valuation
                  allowance
              
              
              (2,287,929
              )Net
                  deferred tax assets
              
              $
              -
 
 The
        Company has recorded a valuation allowance to reflect the estimated amount
        of
        deferred tax assets that may not be realized due to the Company’s inability to
        generate profits to utilize NOL’s. The net increase in the valuation allowance
        is primarily related to increases in federal and state NOL
        carryovers.
 
 The
        Company has approximately $5,391,000 in federal and state NOLs expiring
        beginning in 2025 and 2012, respectively. Pursuant to Section 382 of the
        Internal Revenue Code, in the event of an ownership change of more than 50%,
        the
        ability of the Company to utilize NOL carry forwards may be
        limited.
 
 
 
  10
  
 **Healthcare
        Providers Direct, Inc.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
 
 **5.**
              **SIGNIFICANT
                  RISKS AND UNCERTAINTIES**
  ***Concentration
        of Cash Balance*** - The
        Company maintains its cash in bank deposit accounts which, at times, may
        exceed
        federally insured limits. The Company has not experienced any losses in such
        accounts. The Company believes it is not exposed to any significant credit
        risk
        on cash.
 
 
 **CONSULTING
        AGREEMENTS**
 *W.
        Barry McDonald*
  On
        January 14, 2005, the Company entered into a consulting arrangement with
        W.
        Barry McDonald, under which, Mr. McDonald is to provide the company with
        certain
        business development assistance in exchange for monthly payments, success
        fees
        and a stock option to earn up to 5% of the Company on a fully diluted basis.
        Mr.
        McDonald was also given a seat on the Company’s Board of Directors. Subsequent
        to the adoption of the Company’s Stock Option Plan, in February 2007, our Board
        of Directors agreed to grant W. Barry McDonald an option to purchase one
        share
        of HPD Common Stock (pre-merger common stock) for every five hours of consulting
        services that Mr. McDonald provides to HPD in 2007. The exercise price for
        each
        share of HPD Common Stock is $0.1354 per share (on a post-merger basis).
        Mr.
        McDonald agreed to work with our management team and provide 36 hours of
        consulting services per month, such consulting services consisting of
        identifying and developing relationships with companies whose diagnostic
        products are consistent with our strategy (each, a “Target”) and objectives and
        assisting us the implementation of our business model. Such options vest
        at the
        end of each quarter following the performance of the consulting services
        by Mr.
        McDonald. Mr. McDonald was granted 890,487 options, which represents 4% of
        the
        Company on a fully-diluted basis as of March 31, 2007 in connection with
        the
        agreement noted above.
 
 Mr.
        McDonald shall have the right to earn the remaining 1% of the Company’s Common
        Stock on a fully-diluted basis as set forth above, upon the consummation
        of a
        definitive agreement with a Target. The exercise price for such shares of
        HPD
        Common Stock is **** $0.1354
        per share (on a post-merger basis).
  
 **6.**
              **RELATED
                  PARTY TRANSACTIONS**
  During
        2005 the Company shared rental space with Gynetics, Inc. a business run by
        the
        Company’s current management. During this time period the Company did not pay
        any rental expense but recorded an expense of $37,675 with an offsetting
        amount
        recorded as a contribution from the shareholders to reflect the benefit of
        receiving free rent. The Company entered into its own lease agreement beginning
        January 2006 and will continue to share rental space with the above mentioned
        company during the course of the year.
   11
  **Healthcare
        Providers Direct, INC.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
  **7.
        DEFINED CONTRIBUTION RETIREMENT PLAN**
  The
        Company maintains a 401(k) plan for its employees. Employees are eligible
        to
        participate in the plan immediately upon joining the Company. Under the terms
        of
        the plan, employees are entitled to contribute from 1% to 20% of their total
        compensation, within the limitations established by the Internal Revenue
        Code.
        The Company has agreed to make matching contributions in the amount of 100%
        on
        the first 5% of compensation deferred as an elective deferral allocated each
        payroll period. For the three months ended March 31, 2007, the Company’s
        contribution was approximately $6,375 as compared to $4,000 for the three
        months
        ended March 31, 2006.
  **8.
        Stock Based Compensation**
  On
        December 18, 2006, the HPD Board of Directors adopted the Healthcare Providers
        Direct, Inc. Stock Option Plan (the “Plan”) which provides for the grant of
        Incentive Stock Options and Nonqualified Stock Options. On December 27, 2006
        our
        shareholders approved the Plan.
  Key
        employees, consultants and non-employee directors of the Company are eligible
        to
        receive awards under the Plan. Except to the extent set forth in any award
        agreement to the contrary, options granted under the Plan vest in three equal
        annual installments for non-employee directors and in four equal annual
        installments for all other option holders commencing on the first anniversary
        of
        the date of grant. Options are granted at no less than Fair Market
        Value.
  The
        Plan
        is administered by the Board of Directors which has full power to construe,
        administer and interpret the Plan, and to adopt such rules and regulations
        they
        deem desirable to administer the Plan. The determination of the Board of
        Directors regarding disputes, questions, construction and interpretation
        of the
        Plan, is final, conclusive and binding. The plan permits the Board of Directors
        to delegate its authority to any person it deems appropriate.
  There
        are
        6,402,672 shares of Common Stock reserved for issuance upon the exercise
        of
        options. Options have a term of ten years. In the event of a termination
        of
        employment or service, options that are vested at the time of such termination
        generally remain exercisable for ninety days in the event of involuntary
        termination or termination due to retirement or disability, and for one year
        in
        the event of termination due to death. Vested options are immediately canceled
        upon termination for “Cause”. All unvested options are canceled immediately upon
        termination for any reason. Upon the date of a “Change in Control: all
        outstanding unvested options become immediately vested and fully
        exercisable.
  With
        the
        initial grants of stock options during the three months ended March 31, 2007,
        the Company began recording compensation expense associated with stock options
        in accordance with SFAS No. 123(R).
 
 The
        Company’s net loss for the three months ending March 31, 2007 includes $282,858
        of compensation expense related to stock option awards (“stock options”). As a
        result, basic and diluted earnings per share for the three months ended March
        31, 2007 were reduced by $0.007 per share.
 
 
 12
 
 
 **HEALTHCARE
        PROVIDERS DIRECT, INC.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
 
 ***Stock
        Options***
 Compensation
        expense related to stock options granted is recognized ratably over the service
        vesting period for the entire option award. The total number of stock option
        awards expected to vest is adjusted by the estimated forfeiture rate. The
        company is currently expecting no forfeitures. The estimated fair value of
        each
        stock option award was determined on the date of grant using the Black-Scholes
        option valuation model with the following weighted-average assumptions for
        the
        option grants:
 
 
 Assumptions:Risk
                  Free Rate
              
              
              4.54
              %Expected
                  Option Life
              
              
              5.0
              
              
              yearsVolatility
              
              
              75.00
              %Dividend
                  Yield
              
              
              0.0
              %
 
  The
        computation of the expected option life is based on a weighted-average
        calculation combining the average life of options that have already been
        exercised and post-vest cancellations with the estimated life of the remaining
        vested and unexercised options. The expected volatility is based on a peer
        public company. The risk-free interest rate is based on the U.S. Treasury
        yield
        curve over the expected term of the option. The Company has never paid cash
        dividends on its common stock and does not anticipate paying cash dividends
        in
        the foreseeable future. Consequently, the Company uses an expected dividend
        yield of zero in the Black-Scholes option valuation model. The Company’s
        estimated forfeiture rate is based on its historical experience.
 
 The
        Company’s determination of fair value is affected by the Company’s stock price
        as well as a number of assumptions that require judgment. The weighted-average
        fair value per share was approximately $0.286 for options granted during
        the
        quarter ended March 31, 2007, and no options were granted for the quarter
        ended
        March 31, 2006. No options were exercised during the quarters ended March
        31,
        2007 and 2006. As of March 31, 2007, total unrecognized compensation cost
        related to stock options was approximately $422,391and the related
        weighted-average period over which it is expected to be recognized is
        approximately 3.0 years. The maximum contractual term of the Company’s stock
        options is 10 years.
 
 
 13
 
  
 **HEALTHCARE
        PROVIDERS DIRECT, INC.**
  **NOTES
        TO THE FINANCIAL STATEMENTS**
 **For
        the three months ended March 31, 2007 and 2006**
 
 
 A
        summary
        of the status of stock option activity for the three months ended March 31,
        2007
        is as follows:
  Summary
                  of activity:
              
              Number
                  of Shares
              
              Weighted
                  Average Exercise Price
              
              Weighted
                  Average Contractual Term (in years)
              
              Aggregate
                  Intrinsic ValueOutstanding
                  at December 31, 2006:
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -Granted
              
              
              2,597,209
              
              $
              0.44
              
              
              10
              
              
              705,249Exercised
              
              
              -
              
              $
              -
              
              
              -
              
              
              -Cancelled
              
              
              -
              
              $
              -
              
              
              -
              
              
              -Outstanding
                  at March 31, 2007:
              
              
              2,597,209
              
              $
              0.44
              
              
              10
              
              
              705,249Vested
                  and Expected to Vest:
              
              
              2,597,209Exercisable:
              
              
              1,161,269Available
                  for future grants:
              
              
              3,804,863
 
 The
        following table summarizes information about outstanding and exercisable
        options
        at March 31, 2007:
 
 Range
                  of Exercise Prices
              
              
              Options
                  Outstanding
              
              
              Weighted
                  Average Remaining Contractual Life
              
              
              Weighted
                  Average Exercise Price
              
              
              Options
                  Exercisable
              
              
              Weighted
                  Average Exercise Prices of Options Exercisable$0.13
                  to $0.14
              
              
              1,847,209
              
              
              9.9
              
              $
              0.1354
              
              
              1,111,269
              
              
              -$1.20
              
              
              750,000
              
              
              9.9
              
              $
              1.20
              
              
              50,000
              
              $
              0.182,597,209
              
              
              
              
              
              
              
              
              1,161,269


14


**Item
      2.**  **Management's
      Discussion and Analysis or Plan of Operations**




THE
      FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
      IN
      THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS QUARTERLY
      REPORT ON FORM 10-QSB.




The
      following discussion reflects our plan of operation. This discussion should
      be
      read in conjunction with the audited financial statements of Healthcare
      Providers for the year ended December 31, 2006 and for the period from January
      3, 2005 (commencement of operations) through December 31, 2005. This discussion
      contains forward-looking statements, within the meaning of Section 27A of
      Securities Act of 1933, as amended, Section 21E of the Securities Exchange
      Act
      of 1934, as amended, and the Private Securities Litigation Reform Act of 1995,
      including statements regarding our expected financial position, business and
      financing plans. These statements involve risks and uncertainties. Our actual
      results could differ materially from the results described in or implied by
      these forward-looking statements as a result of various factors, including
      those
      discussed below and elsewhere in this Current Report on Form 10-QSB,
      particularly under the headings “Forward Looking Statements.” As
      used
      in this Current Report on Form 10-QSB and unless otherwise indicated, references
      to the “Company,” “we,” “us,” and “our” for the periods prior to the closing of
      the Share Exchange and Merger refer to Alpha Motorsport, Inc., and references
      to
      the “Company,” “HPD,” “we,” “us,” and “our” for the periods subsequent to the
      closing of the Share Exchange and Merger refer to Healthcare Providers Direct,
      Inc. and assume the consummation of the Share Exchange and Merger and the name
      change from Alpha Motorsport, Inc. to Healthcare Providers Direct,
      Inc.





**Financial
      Overview**


HPD
      was
      formed as a Delaware corporation incorporated on October 28, 2004 for the
      purpose of selling and distributing diagnostic tests directly to physician
      offices and other healthcare providers. HPD commenced business operations on
      January 3, 2005. On
      February 7, 2007, the Company entered into a definitive Share Exchange Agreement
      with Alpha Motorsports, Inc., a Nevada corporation (“Alpha”) and the
      shareholders of HPD pursuant to which HPD became a wholly-owned subsidiary
      of
      Alpha (the “Merger”). The share exchange agreement provided for the acquisition
      of all of the issued and outstanding capital stock of Alpha consisting of 4,683
      shares of common stock (on an as-converted, issued and outstanding basis),
      in
      exchange for 34,464,038 shares of the Company’s common stock, par value $.001
      per share.





Our
      facility is located in Lawrenceville, New Jersey.





Our
      financial statements have been prepared on a going concern basis, which
      contemplates the realization of assets and the satisfaction of liabilities
      in
      the normal course of business. Since HPD’s inception, it has experienced
      significant operating losses and negative cash flows from operations. As of
      March 31, 2007, we had an accumulated net deficit of $(6,095,307) and working
      capital of $1,901. These factors raise substantial doubt about our ability
      to
      continue as a going concern. Also, as a result of our losses and financial
      condition, the opinion of our Independent Registered Public Auditors on our
      audited financial statements for the fiscal year ending December 31, 2006 has
      included an explanatory paragraph relating to the “going concern.” A going
      concern explanatory paragraph indicates that our auditors have substantial
      doubt
      about our ability to continue as a going concern for at least a reasonable
      period of time. Our ability to continue as a going concern ultimately depends
      on
      our ability to increase sales and reduce expenses to a level that will allow
      us
      to operate profitably, sustain positive operating cash flows and on our ability
      to raise additional capital.





**Current
      trends and outlook**





With
      the
      launch of six additional diagnostic tests during 2006 our current product
      portfolio totals 14 products. We have increased the number of communications
      to
      our contact lists of Primary Care Physicians (Family Practitioners, General
      Practitioners, Internal Medicine, Obstetricians/Gynecologists, and
      Pediatricians). This has accelerated the build up of our active Physician
      customer base. Also, we continue to communicate with our customers on a weekly
      basis regarding product specific and general practice opportunities we discover.
      These communications aid us in receiving timely re-orders and the purchase
      of
      additional tests by our Physician customers.





In
      2007
      we have begun clinical studies on two doctor office tests that will allow
      physicians the ability to receive a diagnosis while the patient is still the
      doctor’s office. These tests report on two medical conditions that generate some
      of the largest number of primary care physician visits. By the fourth quarter
      2007, we anticipate to receive FDA approval for these tests and be in a position
      to provide them to our physician network. We also expect to begin the FDA
      approval process on a third point of care test before the end of
      2007.





15


We
      began
      the process of identifying heavy user groups of individual rapid diagnostics
      and
      are now communicating the benefits and availability of our products to those
      organizations. We have added two National Sales Directors to optimize the
      development of these high user customers.





In
      2007
      and beyond, it is the Company’s intention to expand upon the formula that proved
      itself in 2005 and 2006. By communicating the availability of our product
      portfolio, we cost effectively open new customers on a continual basis, provide
      high quality service and timely shipping, enjoy a high re-order rate and the
      expansion by our customers of the number of rapid diagnostics they purchase
      from
      us. The objective is to build an ever growing network of physician office
      customers, increase the number of diagnostics each physician office purchases,
      expanded the portfolio of novel diagnostics that can be performed in primary
      care physician offices, and develop relationships with high user groups; the
      sum
      of which should deliver increased revenue and gross profit contribution
      utilizing proven, cost effective communication and marketing methods while
      maintaining strict expense controls.





**Revenue
      Sources**





We
      currently derive revenues from the sale and distribution of diagnostic tests
      directly to physicians and other healthcare providers in the United
      States.





**Critical
      Accounting Estimates**





Accounting
      estimates and assumptions discussed in this section are those that we consider
      to be the most critical to an understanding of our financial statements because
      they inherently involve significant judgments and uncertainties. For all of
      these estimates, we caution that future events rarely develop exactly as
      forecast, and the best estimates routinely require adjustments.





*Allowance
      for Doubtful Accounts*





The
      Company extends credit to its customers, based upon credit evaluations, in
      the
      normal course of business, primarily 30-60 day terms. Bad debt expense is
      provided on the allowance method based on historical experience and management’s
      evaluation of outstanding accounts receivable. Accounts are written off when
      they are deemed uncollectible. The Company does not require collateral from
      its
      customers. **





*Impairment
      of Long Lived Assets*





The
      Company evaluates its long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of such assets may
      not be recoverable. Recoverability of assets to be held and used is measured
      by
      a comparison of the carrying amount of any asset to future net undiscounted
      cash
      flows expected to be generated by the asset. If such assets are considered
      to be
      impaired, the impairment to be recognized is measured by the amount by which
      the
      carrying amount of the assets exceeds the fair value of the assets. Assets
      to be
      disposed of are reported at the lower of the carrying amount or fair value
      less
      the costs to sell. To date, no impairment losses have been
      recognized.




Share-Based
      Compensation





The
      Company accounts for its stock options in accordance with SFAS No. 123(R),
      which
      requires the measurement and recognition of compensation expense for all
      share-based payment awards based on estimated fair values at the date of the
      grant. Determining the fair value of share-based awards at the grant date
      requires judgment in developing assumptions, which involve a number of
      variables. These variables include, but are not limited to, the expected stock
      price volatility over the term of the awards, and expected stock option exercise
      behavior. In addition, we also use judgment in estimating the number of
      share-based awards that are expected to be forfeited. **








16


*Valuation
      allowance for Income Taxes*





The
      Company accounts for income tax in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 109, *Accounting
      for Income Taxes* ,
      which
      requires an asset and liability approach to financial reporting for income
      taxes. Deferred income tax assets and liabilities are computed for differences
      between the financial statement and tax bases of assets and liabilities that
      will result in taxable or deductible amounts in the future, based on enacted
      tax
      laws and rates applicable to the periods in which the differences are expected
      to affect taxable income. Valuation allowances are established, when necessary,
      to reduce the deferred tax assets to the amount expected to be realized. The
      Company has recorded a valuation allowance to reflect the estimated amount
      of
      deferred tax assets that may not be realized due to the Company’s inability to
      generate profits to utilize NOL’s. The net increase in the valuation allowance
      is primarily related to increases in federal and state NOL
      carryovers.





**Results
      of Operations**





The
      results of operations related to Alpha Motorsport are not material and are
      therefore not included in either the Financial Statements or Management’s
      Discussions and Analysis hereof. The Results of operations provided below
      consist of Healthcare Providers Direct, Inc. results only.








**Three
      Months Ended March 31, 2007 and 2006**





**Revenues**





Gross
      Revenues for the three months ended March 31, 2007 and 2006 were $138,898 and
      $168,494, respectively. The decrease in revenues of $29,596 was due primarily
      to
      lower Flu test sales which were $39,950 lower than 2006 because of a mild flu
      season. This decrease in Flu test sales was slightly offset by an increase
      in
      sales from other products in the amount of $10,354.








**Cost
      of Sales**





Our
      cost
      of sales decreased to $61,821 for the quarter ended March 31, 2007, as compared
      to $73,044 for the quarter ended March 31, 2006. This decrease of $11,223 was
      attributed to the decrease in overall sales.




**Gross
      Margin**





Gross
      Margin decreased to 55.5% for the quarter ended March 31, 2007, which totaled
      $77,077, from 56.6% for the quarter ended March 31, 2006, which represented
      a
      gross margin of $95,450. This was due to the change in the overall product
      mix
      which decreased our revenues.





**Expenses**





We
      incurred an increase in operating expenses of $3,729,261 to $4,056,440 for
      the
      quarter ended March 31, 2007, as compared to $327,179 for the quarter ended
      March 31, 2006. These expenses consisted of general and administrative expenses,
      acquisition related expenses,  marketing expenses and Research and
      Development work on both the Zstat Flu test and Clinical work two new diagnostic
      panels during the quarter ended March 31, 2007.




Acquisition
        related expenses were $2,927,284 and $0 for the three months ended March
        31,
        2007 and 2006, respectively. This increase of $2,927,284 was the result of
        recording the investa warrant expense. (note 1)





*General
      and Administrative Expenses*




General
      and administrative expenses totaled $853,755 and $228,764 for the three months
      ended March 31, 2007 and 2006, respectively. The primary reason for the increase
      of $624,991 was the recording of option and warrant expense in the amounts
      of
      $282,858 and $27,156 respectively. In addition, $75,300 was spent on new hire
      recruitment fees, $50,000 to begin contract work on obtaining CPT codes for
      the
      products currently in the clinical study phase.




There
      was
      also an increase of a total of $189,677 in combined legal, audit, rent,
      insurance and other expense over the previous quarter. During March 2007, the
      Company entered into a new lease agreement to rent additional office space
      at
      the current location.




17


The
      increase in legal expenses of $58,400 is attributable to the various contract
      negotiations pertaining to new products and the share exchange agreement during
      the quarter. The increase in audit fees of $53,000 is attributable to our
      company achieving public status. The increase of insurance expense in the amount
      of $8,293 pertains to an increase in liability and package
      insurance.





Included
      in general and administrative expenses is depreciation of $3,234 and $1,138
      for
      the three months ended March 31, 2007 and 2006, respectively.





*Research
      and Development*





Research
      and development expenses were $47,282 and $17,740 the three months ended March
      31, 2007 and 2006, respectively. The increase of $29,542 was the result of
      expanded research into the development of clinical protocols for two new
      diagnostic panels.





*Sales
      and Marketing*





Sales
      and
      marketing expenses were $228,118 and $80,675 for the three months ended March
      31, 2007 and 2006, respectively. This increase of $147,443 is attributable
      to
      our new marketing effort in establishing existing business relationships (EBR’s)
      with potential new customers. Once, complete, HPD will own an exclusive contact
      list for communication to prospects that have explicitly agreed to receive
      our
      marketing materials. In addition, HPD has partnered with the National
      Association of Community Health Centers to support a pilot program by supplying
      our rapid HIV testing product. The results of this pilot program will set a
      precedent for expanded HIV testing in health centers across the
      country.





*Operating
      Loss*





Our
      operating loss was $3,979,363 for the quarter ended March 31, 2007, as compared
      to an operating loss of $231,729 for the quarter ended March 31, 2006. The
      increase of $3,747,634 in the operating loss is primarily due to the
      aforementioned factors as described above.





*Interest
      Expense*





Interest
      expense was $4,406 for the quarter ended March 31, 2007 compared to $1,711
      for
      the quarter ended March 31, 2006. The increase of $2,695 was due primarily
      to an
      increase in debt financing as described under the financing
      section.





*Net
      Loss*





Our
      net
      loss increased to $3,982,304 for the quarter ended March 31, 2007, as compared
      to a loss of $233,300 for the quarter ended March 31, 2006. The increase of
      $3,749,004 in the operating loss is primarily due to the aforementioned
      factors as described above.





*Seasonality*





Our
      operations have historically been seasonal, with higher revenues generally
      occurring in the first half of our fiscal year (January to June) as a result
      of
      increased demand for our services and products during the flu, strep, and RSV
      seasons.








18


**Liquidity and**  **Capital
      Resources**




The
      Company has not historically generated, and does not currently generate, enough
      revenue to provide the cash needed to support its operations, and has continued
      to operate primarily by raising capital and incurring debt. In order to better
      position the Company to take advantage of potential growth opportunities and
      to
      fund future operations, the Company completed on February 5, 2007, the Series
      B
      Private Placement financing which raised a total of $2,548,000, upon the
      issuance of 2,548 shares. On February 7, 2007, these shares were converted
      into
      common stock.





As
      of
      March 31, 2007, Healthcare Providers Direct, Inc. had Current Assets in the
      amount of $783,650, consisting of $533,708 in Cash and Cash Equivalents, $39,870
      in Accounts Receivable, and $127,007 in Inventory and $83,064 in Prepaid
      Expenses. As of March 31, 2007, Healthcare Providers Direct had Current
      Liabilities in the amount of $781,749, consisting of $551,424 in Accounts
      Payable and Accrued Liabilities, $140,325 in Revenue Share Liabilities, and
      $90,000 in Short Term Loans. This resulted in working capital in the amount
      of
      $1,901.





On
      February 7, 2007, HPD and Alpha consummated the Share Exchange Agreement.







Effective
      February 7, 2007, the Company entered into a definitive Share Exchange Agreement
      with Alpha Motorsport, Inc., a Nevada corporation and the shareholders of HPD
      pursuant to which HPD became a wholly-owned subsidiary of the Company (the
      “Merger”). The share exchange agreement provided for the acquisition of all of
      the issued and outstanding capital stock of HPD consisting of 4,683 shares
      of
      common stock (on an as-converted, issued and outstanding basis), in exchange
      for
      34,464,038 shares of the Company’s common stock, par value $.001 per share (the
“Share Exchange”).




Prior
      to the
      closing of the Share Exchange, the Company had 30,000,000 shares of common
      stock
      issued and outstanding and subsequent to the Share Exchange it had 44,864,038
      shares of common stock issued and outstanding. The share exchange will be
      accounted for as a reverse merger for accounting purposes. Upon the closing
      of
      the Merger on February 7, 2007, HPD become a wholly-owned subsidiary of the
      Company.






Upon
      the
      closing of the Share Exchange, (i) 1,558 shares of common stock, (ii) 577 shares
      of Series A Convertible Preferred Stock and (iii) 2,548 shares of Series B
      Convertible Preferred Stock of HPD were exchanged for 34,464,038 shares of
      common stock of the Alpha Motorsports.




On
      June
      1, 2006, the Company issued promissory notes in the aggregate principal amount
      of $90,000 to the officers of the Company. These notes mature on June 1, 2007,
      accrue interest at 8.5% and are secured by the assets of the Company, subject
      to
      the security interest of the Board member who issued the convertible note
      payable (Note 3).




*Future
      Liquidity and Capital Needs*





Based
      upon our current working capital position, current operating plans and expected
      business conditions, Management
      believes that there will be sufficient working capital to finance operations
      through 2007, however, there is no assurance that the recent financing will
      be
      sufficient to fund operations until sales and profitability improve to the
      point
      that we are to operate from internally generated cash flows. The financial
      statements do not include any adjustments to reflect the possible future effects
      on the recoverability and classification of assets or the amounts and
      classification of liabilities that may result from our possible inability to
      continue as a going concern.





Significant
      additional capital resources are required from sources including equity and/or
      debt financings, license arrangements, grants and/or collaborative research
      arrangements in order to develop products. Thereafter, additional working
      capital will need to be raised. The current burn rate is approximately $250,000
      per month excluding capital expenditures.





If
      we
      decide to engage in such funding activities, or if our operating results fail
      to
      meet our expectations, we could be required to seek additional funding through
      public or private financings or other arrangements. In such event, adequate
      funds may not be available when needed, or, may be available only on terms
      which
      could have a negative impact on our business and results of operations. In
      addition, if we raise additional funds by issuing equity or convertible
      securities, dilution to then existing stockholders my result.





19


The
      timing and degree of any future capital requirements will depend on many
      factors, including:





**•**
            
            the
                magnitude and scope of our research and development programs and
                our
                ability to establish, enforce and maintain strategic arrangements
                for
                research, development, clinical testing, manufacturing and
                marketing;**•**
            
            our
                progress with preclinical development and clinical
                trials;**•**
            
            the
                time and costs involved in obtaining regulatory
                approvals;**•**
            
            the
                costs involved in preparing, filing, prosecuting, maintaining, defending
                and enforcing patents; and claims; and**•**
            
            the
                number and type of product candidates that we
                pursue.





Additional
      financing through strategic collaborations, public or private equity financings
      or other financing sources may not be available on acceptable terms, or at
      all.
      Additional equity financing could result in significant dilution to our
      stockholders. Further, if additional funds are obtained through arrangements
      with collaborative partners, these arrangements may require us to relinquish
      rights to some of our technologies, product candidates or products that we
      would
      otherwise seek to develop and commercialize on our own. If sufficient capital
      is
      not available, we may be required to delay, reduce the scope of or eliminate
      one
      or more of our product lines.





Contractual
      Obligations Balances:





2007
            
            2008Office
              lease
            
            $
            69,712
            
            $
            15,081




**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**




(a)
      Evaluation of Disclosure Controls and Procedures




As
      of
      March 31, 2007, we carried out an evaluation, under the supervision and with
      the
      participation of our Chief Executive Officer and Chief Financial Officer, of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures. Based on this evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective in ensuring that information required to be disclosed by us in our
      periodic reports is recorded, processed, summarized and reported, within the
      time periods specified for each report and that such information is accumulated
      and communicated to our management, including our principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required disclosure.




(
      b)
      Changes in Internal Controls.




There
      was
      no change in our internal controls over financial reporting that has materially
      affected, or is reasonable likely to materially affect, our internal control
      over financial reporting during the quarter covered by this Report.




Our
        management believes that upon significant future growth in the number of
        accounting transactions we process, additional review and enhancement of
        internal controls will be required. Our management is planning to assign
        additional staff resources to assist with support for growth in the internal
        controls area when the increase in transaction velocity dictates this as
        a
        prudent step in order to maintain our effective level of internal
        controls.




**Off
      Balance Sheet Arrangements**





We
      did
      not have any off balance sheet arrangements as of March 31, 2007




20


**Part
      II.**  **OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





None.





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





During
      the three months ended March 31, 2007, the company raised an additional
      $1,303,000 in connection with the Series B Private Placement. In
      connection with the offering, the placement agent was issued warrants to
      purchase 1,368,847 shares of series B Convertible Preferred Stock on the same
      terms and conditions as the investors. Upon
      the
      closing of the Share Exchange, 2,548 shares of Series B Convertible Preferred
      Stock were exchanged for 18,751,734 shares of common stock of the
      Company.




*
      All of
      the above offerings and sales were deemed to be exempt under Regulation D of
      the
      Securities Act of 1933, as amended. No advertising or general solicitation
      was
      employed in offering the securities. The offerings and sales were made to a
      limited number of persons, all of whom were accredited investors, business
      associates of our company or executive officers of our company, and transfer
      was
      restricted by our company in accordance with the requirements of the Securities
      Act of 1933.




**Item
      3.**  **Defaults
      Upon Senior Securities**





None.





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders**





None.





**Item
      5.**  **Other
      Information**





None.





**Item
      6.**  **Exhibits**





(a)
            Exhibits





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended31.2
            Certification
                of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d
                14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Executive
                Officer)32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Financial
                Officer)








21


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Heathcare
                Providers Direct, Inc.Date: May
              21,
              2007
            By:
            /s/ Norman
              ProulxNorman
              ProulxChief
                Executive Officer (Principal Executive Officer) and Chief Financial
                Officer(Principal Financial and Accounting
                Officer)






21