SecProbe.io

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      Mail Stop 4561
									August 29, 2005

Mr. Michael Manahan
Chief Financial Officer
PracticeXpert, Inc.
10833 Washington Blvd.
Culver City, CA 90232

      Re:	PracticeXpert, Inc.
		Form 10-KSB for the year ended December 31, 2004
		Filed April 15, 2005
      File No. 000-30583

Dear Mr. Manahan:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10KSB for the year ended December 31, 2004

Item 6 - Management`s Discussion and Analysis or Plan of Operation

Significant Accounting Policies

Revenue Recognition, page 10

1. You disclose that you receive fees for your medical billing and
accounts receivable management services primarily based on a
percentage of net collections on your clients` accounts
receivable.
You also disclose that revenue is recognized and your customers
are
billed when your customers receive payment on those accounts.
Please
clarify for us if your revenues from these services are presented
on
a net or gross basis in the income statement.  Please see EITF 99-
19
for reference.

Client Lists and Client Account Amortization, page 10

2. We note that you amortize your client lists and client accounts
using the maximum retention life of the assets which you disclose
as
between two and nine years in your MD&A.  Please tell us how you
determined that the maximum life is the appropriate useful life
for
amortization, rather than the expected useful life as required by
paragraph 11 of SFAS 142.

Note 6 - Intangible Assets, page 23

3. Please tell us your accounting treatment when a customer is
added
to a list and whether or not these customers are considered when
the
lists are reviewed for impairment.  Likewise, please also tell us
your accounting treatment when a customer is lost.

4. Please tell us what consideration you gave to adjusting the
amortization periods of the customer lists when performing your
impairment tests.  Please see paragraph 9 of SFAS 144 for
reference.

5. We note that you determine that an impairment loss is necessary
when the undiscounted cash flows estimated to be generated by the
client lists are less than the carrying amount.   Please
additionally
tell us your method for determining fair value and also how the
amount of impairment is calculated.  For reference, please see
paragraph 46 of SFAS 142.

Note 17 - Discontinued Operations, page 28

6. Please provide more details regarding the disposition of your
three inactive subsidiaries on September 23, 2003 and clarify for
us
why a gain was realized upon the disposition.  Additionally,
please
tell us if you performed an impairment test on the long lived
assets
of these subsidiaries, if any, prior to or at the time of the
transfer.

Note 19 - Acquisition, page 28

7. You disclose that you consummated two asset acquisitions during
2004 to acquire substantially all of the assets and assume certain
liabilities and obligations of Singer MedScript and Caner Care
Network, Inc.  Please tell how you determined that these
transactions
were not business combinations in accordance with EITF 98-3.

8. Please also advise us of the methodology that you used to
allocate
the purchase price to the assets acquired from Cancer Care
Network,
Inc., specifically to the client lists.

Note 22 - Subsequent Event

Acquisition, page 31

9. Please revise the pro forma information disclosed for the
acquisition of PracticeOne in this filing and also the 8-K/A
dated
May 31, 2005 to only include information for the year ended
December
31, 2004.  Additionally, the information should be presented in
columnar form showing pro forma adjustments and results as
required
by Item 310(d) of Regulation S-B.

Form 10QSB for the quarter ended March 31, 2005

Note 7 - Acquisition, page 9

10. We note that you completed two acquisitions in January 2005
that
were accounted for as business combinations.  Please provide us
with
a description of the factors that contributed to the purchase
prices
that resulted in recognition of goodwill including the valuation
methodology used to allocate the purchase prices to the acquired
assets, specifically the intangible assets.  For reference, please
see paragraphs 51 and 58 of SFAS 141.

11. Additionally, we note, per review of the Agreement of Purchase
and Sale of Stock dated December 20, 2004, that warrants for the
purchase of up to 6,000,000 shares of your common stock were
issued
as additional consideration in the acquisition of PracticeOne.
Please tell us how you accounted for the issuance of these
warrants
when determining the purchase price of the acquired entity and the
basis for determining the value of the warrants.

Form 10QSB for the quarter ended June 30, 2005

Note 11 - Convertible Note Payable and Extraordinary Gain, page 12

12. Please tell us the accounting guidance that you used to
determine
the proper accounting treatment for the conversion of $4,000,000
of
convertible debt into common stock on June 30, 2005.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filing.

      You may contact Jessica Barberich at (202) 551-3782 or Linda
Van Doorn at (202) 551-3498 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

Linda Van Doorn
Senior Assistant Chief Accountant

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Mr. Michael Manahan
PracticeXpert, Inc.
August 29, 2005
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