UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRACTICEXPERT INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
73942A105
(CUSIP Number)
Olga Filippova
730 FIFTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
212-659-7790
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No 73942A105
13D
1 Name of Reporting Person
Barron Partners LP
I.R.S. Identification No. of Above Person
431981699
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ x ]
3 SEC Use Only
4 Source of Funds
WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Owned 36,666,666 shares
By Each 8 Shared Voting Power
Reporting 0
Person With
9 Sole Dispositive Power
36,666,666 shares
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
36,666,666
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
40.8%
14 Type of Reporting Person
PN
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value
$0.001 per share, (the "Common Stock") of PracticeXpert Inc., a
Nevada corporation (the "Company") having its principal
executive offices at 4130 CAHUENGA BLVD., SUITE 215, TOLUCA
LAKE, CA 91602
Item 2. Identity and Background.
This Statement is filed by Barron Partners LP, a Delaware
Limited Partnership (the "Reporting Person"), whose business
address is 730 Fifth Avenue, 9th Floor, New York, NY 10019.
The Reporting Person is principally engaged in making
investments.
The General Partner of the Reporting Person is Barron Capital
Advisors LLC, a Delaware Limited Liability Company, (the
"General Partner"). Andrew Barron Worden is the managing
member of the General Partner.
During the last five years, to the best knowledge of the
Reporting Person, neither the Reporting Person nor any
controlling person of the Reporting Person has (i) been
convicted in a criminal proceeding, or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All purchases of common stock of the Company were made using
working capital. As of the Date of Event which required the
filing of this Statement, the Partnership used approximately
$2,200,000 of its working capital to purchase 18,333,333 shares
of common stock of PracticeXpert Inc. and warrants to purchase
18,333,333 shares of common stock of PracticeXpert Inc. in a
Private Placement.
Item 4. Purpose of Transaction.
All PracticeXpert Inc. securities owned by Barron Partners LP
have been acquired by the Partnership for investment purposes
only.
Item 5. Interest in Securities of the Issuer.
(a) On April 28, 2004 Barron Partners LP purchased
18,333,333 shares of common stock and warrants to purchase
18,333,333 shares of common stock of PracticeXpert Inc. The
PracticeXpert Inc. securities owned by Barron Partners LP as of
April 28, 2004 represented approximately 40.8% of the issued
and outstanding shares of PracticeXpert Inc. common stock. As
of April 28, 2004, Barron Partners LP had sole power to vote
and dispose of each of the 36,666,666 shares of PracticeXpert
Inc. common stock beneficially owned by it.
(c) In the sixty days prior to April 28, 2004, the Date
of the event requiring the filing of this Statement, Barron
Partners LP did not engage in any transactions involving
PracticeXpert Inc. common stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE1
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 4, 2004
/s/ ANDREW BARRON WORDEN
--------------------
Signature
Andrew Worden, Managing Member of the General Partner of Barron
Partners LP |
