SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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                     LAW OFFICES OF MICHAEL H. HOFFMAN, P.A.

                               1953 NW 22ND STREET
                              MIAMI, FLORIDA 33142
                               TEL: (786) 280-7575
                               FAX: (786) 276-6848

--------------------------------------------------------------------------------

                                November 10, 2005

United States Securities
   and Exchange Commission
Mail Stop 3561
Washington, D.C.  20549

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

Dear Sir or Madam:

         On behalf of PracticeXpert, Inc. (the "Company"), we are responding to
the staff comments, as set forth in the letter from the staff of August 29, 2005
to Mr. Michael Manahan, Chief Financial Officer of the Company.

         As set forth in the letter from the staff, the Company acknowledges and
agrees as follows: (A) the Company is responsible for the adequacy and accuracy
of the disclosures in the filings with the Securities and Exchange Commission
(the "Commission"); (B) the staff comments, or changes to disclosures in
response to staff comments, do not foreclose the Commission from taking any
action with respect to the filings; and (C) 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.

         The Company acknowledges the staff comment that the Division of
Enforcement has access to all information provided to the staff of the Division
of Corporation Finance in its review of the filings or in response to the staff
comments on the filings.

<PAGE>
United States Securities
  and Exchange Commission
November 10, 2005
Page 2

         The following captions and numbered paragraphs set forth herein
correspond to the captions and numbered paragraphs contained in the staff's
letter to the Company:

Form 10-KSB 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.       The Company acknowledges the staff comment that the Company has been
         requested to clarify whether the Company's revenues from medical
         billing and accounts receivable management services are presented on a
         net or gross basis in the income statement, as referenced in EITF
         99-19. The revenues that the Company receives as fees for its medical
         billing and account receivable management services are presented on a
         net basis in the income statement, as the Company recognizes revenue as
         a percentage of the net amount collected by its customers.

Client Lists and Client Account Amortization, page 10

2.       The Company acknowledges the staff comment that it has been requested
         to inform the staff about the Company's determination that the maximum
         life is the appropriate useful life for amortization of its client
         lists and accounts, rather than the expected useful life, as required
         by paragraph 11 of SFAS 142. The Company believes that management's
         evaluation of the expected period over which the client lists and
         accounts will generate cash flow, which includes the historical
         collection experience of such client lists and accounts, is the
         estimated useful life of the client lists and accounts, as required by
         SFAS 142. The Company has used the term, "maximum useful life" to
         identify the appropriate amortization period.

Note 6 - Intangible Assets, page 23

3.       The Company acknowledges the staff comment that it disclose the
         accounting treatment when a customer is added to a customer list,
         whether or not these customers are considered when the customer lists
         are reviewed for impairment, and the accounting treatment when a
         customer is lost. The Company does not increase the carrying value of a
         customer list when it adds a new customer. The customer lists are
         reviewed periodically for impairment, and at the time a client is lost.
         Any activity which materially adversely affects the carrying value on a
         customer list is recorded as impaired.

<PAGE>
United States Securities
  and Exchange Commission
November 10, 2005
Page 3

4.       The Company acknowledges the staff comment that it has been requested
         to inform the staff about the Company's consideration given to
         adjusting the amortization periods of the customer lists when
         performing impairment tests, as referenced in paragraph 9 of SFAS 144.
         The Company handles client list impairment by removing the client which
         has been impaired from the list, and the remaining carrying values on
         the list are amortized over their remaining useful life.

5.       The Company acknowledges the staff comment that it has been requested
         to inform the staff about the Company's method for determining fair
         value and the amount of impairment of a client list, as referenced is
         paragraph in 46 of SFAS 142. The Company's initial determination of
         fair value of the client list being acquired is based on discounted
         cash flows, as calculated by management or through an independent
         appraiser. Impairment is measured as the difference between the
         discounted cash flow and the carrying value of the client list.

Note 17 - Discontinued Operations, page 28

6.       The Company acknowledges the staff comment that it has been requested
         to provide details regarding the Company's disposition of its three (3)
         inactive subsidiaries on September 23, 2003, the realization of a gain
         upon such disposition, and to clarify whether or not it performed an
         impairment test on the long-lived assets of these subsidiaries, if any,
         prior to or at the time of the transfer. These subsidiaries had
         negligible assets and no long-lived assets on the Company's books.
         Accordingly, no asset impairment test was performed. In addition, the
         three (3) inactive subsidiaries each had a stockholders' deficit. A
         gain was realized because each of these subsidiaries had debt on the
         books, and upon disposition of the subsidiaries the Company was
         relieved of those debt obligations. These subsidiaries were all in
         various stages of liquidation due to their insolvency and inactivity.

Note 19 - Acquisition, page 28

7.       The Company acknowledges the staff comment that it has been requested
         to inform the staff whether the transactions contained in Note 19 were
         recognized as business combinations in accordance with EITF 98-3. The
         Company treated each of these transactions as a business combination,
         and these transactions were presented in the consolidated financial
         statements of the Company during 2004. Audited and pro forma
         consolidated financial statements were also included in the Company's
         Form 8-K/A dated September 7, 2004.

<PAGE>
United States Securities
  and Exchange Commission
November 10, 2005
Page 4

8.       The Company acknowledges the staff comment that it has been requested
         to advise the staff of the methodology that the Company used to
         allocate the purchase price to the assets acquired from Cancer Care
         Network, Inc., specifically to the client lists. The Company allocated
         the purchase price based on the fair value of the assets and
         liabilities acquired. The methodology used for valuing the client
         lists was based on discounted cash flows.

Note 22 - Subsequent Event

Acquisition, page 31

9.       The Company acknowledges the staff comment that it has been requested
         to revise the pro forma information disclosed for the acquisition of
         PracticeOne in the above Form 10-KSB and Form 8-K/A dated May 31, 2005
         to only include information for the year ended December 31, 2004, and
         that the information be presented in columnar form showing pro forma
         adjustments and results, as required by Item 310(d) of Regulation S-B.
         The Company has complied with the staff comment and revised the pro
         forma information disclosed for the acquisition of PracticeOne in those
         reports in the manner being requested by the staff. Attached as
         Schedule 1 to this letter is the pro forma financial information, which
         will be included in the amendments to such reports to be filed with the
         Commission.

Form 10-QSB for the quarter ended March 31, 2005

Note 7 - Acquisition, page 9

10.      The Company acknowledges the staff comment that the Company has been
         requested to provide the staff with a description of the factors that
         contributed to the purchase prices that resulted in the recognition of
         goodwill, including the valuation methodology used to allocate the
         purchase prices to the acquired assets, specifically the intangible
         assets, as referenced in paragraphs 51 and 58 of SFAS 141. The amount
         of the purchase prices allocated to assets acquired, including the
         intangible assets, was based upon the fair values of those assets, as
         determined primarily by way of an independent appraisal of those
         assets, which utilized a discounted cash flow valuation method.
         Goodwill is the residual amount after allocation of the purchase price
         to identifiable assets, and equals the difference between the total
         consideration paid for the assets minus the fair value of the assets.

<PAGE>
United States Securities
  and Exchange Commission
November 10, 2005
Page 5

11.      The Company acknowledges the staff comment that it has been requested
         to inform the staff about the Company's accounting for the issuance of
         the warrants ("Warrants") to PI (Cayman) Limited to purchase six
         million shares of common stock of the Company, when determining the
         purchase price of the acquired entity and the basis for determining the
         value of the Warrants. As set forth in Section 1.3.8 of the Agreement
         of Purchase and Sale of Stock dated as of December 20, 2004, which was
         an exhibit to the Company's Form 8-K filed with the Commission on
         January 7, 2005, the Warrants were issued as a fee to PI (Cayman)
         Limited in connection with obtaining the $2 million revolving line of
         credit from Citibank, N.A. The Warrants were recorded at fair value on
         the Company's books at the inception of the $2 million revolving line
         of credit from Citibank, N.A.

Form 10-QSB for the quarter ended June 30, 2005

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

12.      The Company acknowledges the staff comment that it has been requested
         to inform the staff about the accounting guidance used by the Company
         in determining the proper accounting treatment for the conversion of $4
         million of convertible debt into common stock on June 30, 2005. The
         Company relied on the guidance set forth in FAS 145, "Rescission of
         FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
         and Technical Corrections", which refers to APB 30, "Reporting the
         Results of Operations - Reporting the Effects of Disposal of a Segment
         of a Business and Extraordinary and Unusual and Infrequently Occurring
         Events and Transactions." APB 30, paragraph 19 states that for a
         transaction to be classified as an extraordinary item, it must be both
         unusual and infrequent. The Company considered the conversion of $4
         million of convertible debt into common stock to be unusual because of
         the magnitude of the amount of the transaction, and that this
         transaction it is not related to an activity in the ordinary course of
         business of the Company. The Company considered the conversion event to
         be infrequent, because the transaction arose from acquisition
         indebtedness, which is also an activity not in the ordinary course of
         business of the Company. The Company does not anticipate another such
         conversion event to occur at any time in the foreseeable future.

<PAGE>
United States Securities
  and Exchange Commission
November 10, 2005
Page 6

         Please feel free to contact the undersigned should you have any
comments or questions regarding the foregoing.

                                               Sincerely yours,

                                               /s/ Michael H. Hoffman, Esq.

                                               Michael H. Hoffman, Esq.
Enclosure

<PAGE>

                        PRO FORMA STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004
                                   (Unaudited)

The following unaudited Pro Forma Statement of Operations has been derived from
the historical audited financial statements of PracticeXpert, Inc. (A) for the
year ended December 31, 2004 and the historical audited financial statements of
Physician Informatics, Inc. (B) for the year ended December 31, 2004. The Pro
Forma Statement of Operations reflects the stock purchase of B by A on January
3, 2005, and presents the information for the year ended December 31, 2004,
assuming that the stock purchase transaction was consummated as of January 1,
2004.

The Pro Forma Statement of Operations should be read in conjunction with the
financial statements of A and the notes thereto and the financial statements of
B and the notes thereto. The Pro Forma Statement of Operations does not purport
to represent what A's results of operations and financial condition would
actually have been if the stock purchase of B had occurred on the date indicated
or to project A's results of operations for any future period or date. The pro
forma adjustments, as described in the accompanying data, are based on available
information and the assumptions set forth in the footnotes below.

<TABLE>
<CAPTION>
                                                                                 Physician
                                                              PracticeXpert     Informatics       Pro Forma           Pro Forma
                                                              (Historical)      (Historical)      Adjustment          Combined
                                                              -------------     -------------    ------------       -------------
<S>                                                           <C>               <C>              <C>                <C>
Net revenue                                                   $ 11,096,512      $  3,983,627     $        --        $ 15,080,139
Operating expenses                                              15,040,965         6,635,751         900,000(1)       22,576,716
                                                              -------------     -------------    ------------       -------------
Loss from operations                                            (3,944,453)       (2,652,124)       (900,000)         (7,496,577)
Non-operating expenses                                            (182,755)       (3,615,621)             --          (3,798,376)
                                                              -------------     -------------    ------------       -------------
Income loss before provision for income taxes                   (4,127,208)       (6,267,745)       (900,000)        (11,294,9