-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPO1QNRkx35EfsuqYUCtT6xqieUS5eX24ujMhy/pWNSC0QWfffJUgyadLUIT98Ob /zid8eUEEQlV0gsB4uTBiA== 0001210052-04-000023.txt : 20040505 0001210052-04-000023.hdr.sgml : 20040505 20040505160336 ACCESSION NUMBER: 0001210052-04-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRACTICEXPERT INC CENTRAL INDEX KEY: 0001113679 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 870622329 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79832 FILM NUMBER: 04781676 BUSINESS ADDRESS: STREET 1: 4130 CAHUENGA BLVD., SUITE 215 CITY: TOLUCA LAKE STATE: CA ZIP: 91602 BUSINESS PHONE: 8186559945 MAIL ADDRESS: STREET 1: 4130 CAHUENGA BLVD., SUITE 215 CITY: TOLUCA LAKE STATE: CA ZIP: 91602 FORMER COMPANY: FORMER CONFORMED NAME: THAON COMMUNICATIONS INC DATE OF NAME CHANGE: 20001121 FORMER COMPANY: FORMER CONFORMED NAME: CASTPRO COM INC DATE OF NAME CHANGE: 20000508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-957-1916 MAIL ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 pxpt13d.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----