UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                               SEC FILE NO.0-29951

(Mark One)

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


                   For the quarterly period ended 30 June 2004
                                                  ------------

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

              For the transition period from ________ to _________

                       Commission file number ____________


                               Pedianet.com, Inc..
                               -------------------
        (Exact name of small business issuer as specified in its charter)


        Georgia                                   58-1727874
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(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)


             830-13 A1A North, No. 165, Ponte Vedra Beach, FL 32082
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                                ( 404 ) 583-0404
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                           (Issuer's telephone number)


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              (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 | |  No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes | |  No | | N/A

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of 30 June 2004, the company had issued 28,590,106 shares.
-------------------------------------------------------------

Transitional Small Business Disclosure Format (Check one): Yes | |  No |X|

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS. (UNAUDITED)

      (EXPLANATORY NOTE: When, and since, current management assumed control,
the company has had no assets, no revenues and has not been operational. All
funds have been furnished by current management from the personal accounts of
management, as funds became necessary, and some debts have been converted to
equity. Accordingly, management has no data with which to furnish an income or
operating statement other than as furnished in the explanations to the Balance
Sheet.)


                                ASSETS
                                                         For the period ended
Current Assets:                                              30 June,2004

   Cash                                                           -0-
   Total Current Assets                                           -0-
      Goodwill   (from 10-QSB, 5/21/01)                        $573,365
   Total Assets                                                $573,365
                                                               ========

             LIABILITIES AND SHAREHOLDER'S EQUITY

  Current Liabilities:
     Notes payable(1)                                          $  5,125
     Accrued Interest                                          $    820
  Total Current Liabilities                                    $ $5,945
                                                               ========

 Commitments and Contingencies:
 Shareholder's Equity (Deficiency)
  Preferred stock, par value $0.10,
  10,000,000 shares authorized,
  outstanding 558                                              $     56
  Common stock, par value $0.001
  outstanding 28,589,548                                        $28,590
Additional Paid In Capital                                        -0-
Deficit
Total Shareholder's Equity (Deficit)                           $538,774
Total Liabilities and Shareholder's Equity                     $573,365
                                                               ========
------------------------------
(1)   C. M. Benedict holds a convertible promissory note issued 1 August 2003 in
      the principal sum of $5,125 in payment of his compensation during 2002.
      The note came due Nov. 1, 2003, and is accruing interest at 6% per annum
      since the due date. Principal and interest can be converted, in whole or
      in part, to common shares at the sole option of the holder.

                                       2
<PAGE>

                               PEDIANET.COM, INC.

                                      INDEX

                         PART I - FINANCIAL INFORMATION


ITEM NO.                    DESCRIPTION                              PAGE

     1          Financial Statements                                   2

     2          Management's Discussion and Analysis
                or Plan of Operation                                   3

     3          Controls and Procedures                                4

                PART II - OTHER INFORMATION

     1          Legal Proceedings                                      5

     2          Unregistered Sales of Equity Securities                5
                and Use of Proceeds

     3          Defaults Upon Senior Securities                        5

     4          Submission of Matters to a Vote of
                Security Holders                                       5

     5          Other Information                                      5

     6          Exhibits and Reports on Form 8-K                       6

                Signatures                                             6











                                       3
<PAGE>


      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                                PLAN OF OPERATION

      One year(1) after the final decision in Formyduvall vs. Pedianet.com,
Inc., Civil Action File No. 02-7554-1, in the Superior Court of Dekalb County,
Georgia, the purported merger and obligations to issue additional shares
involving Pedianet Acquisition Corp. and Dr. Paula.com Inc., described in detail
in former management's 10-QSB filed on May 21, 2001, were nullified and current
management began seeking suitable partners to acquire or merge with the company.

      As a result, the Company is considering entering into a non-binding letter
of agreement with Carmel Energy, Inc., which holds natural gas and heavy crude
oil rights in Missouri, currently being operated at adequate capacity to
maintain its rights under the leases.

      Management intends to pursue execution of this letter of agreement, while
continuing to seek other suitable prospective acquisitions.

      No additional funds will be required for the acquisitions, and management
does not currently anticipate a need to raise additional funds in the next
twelve months.

                          OFF-BALANCE SHEET ARRANGEMENT

      The contemplated non-binding letter of agreement described above will
require further, definitive agreements, which are not currently in negotiation.

      The purpose of the proposed acquisitions is to provide the Company an
operations-backed asset base as well as cash flow, but no estimates of revenues,
expenses or cash flows arising from the proposed acquisition will be available
until such time as a definitive, binding agreement is executed with Carmel. It
is possible that the proposed acquisition may not occur.


------------------------------
(1)   After one year from the entry of a final judgment, the judgment is no
      longer vulnerable to collateral attack.










                                       4

<PAGE>

                           FORWARD LOOKING STATEMENTS

      Statements contained herein regarding the acquisition contemplated, or
additional acquisitions or mergers to be sought, may be considered "forward
looking" statements, such as statements relative to Pedianet's ability to enter
into a non-binding agreement, or a definitive, binding agreement, with Camel
Energy, whether and when the transaction will close, its impact on Pedianet's
financial condition, whether Pedianet will obtain additional prospects for
acquisition or merger, and other factors which could cause actual results to
differ materially from historical experience or from future expectations
expressed or implied by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, the continuation of the necessary
regulatory approvals to operate the business of Carmel Energy, the ability of
Pedianet and Carmel Energy to successfully operate their respective businesses,
the amounts and timing of the infusion of any additional capital Carmel Energy
might require in the future, and other factors which could reasonably be
expected to influence the performance of any business enterprise.





ITEM 3. CONTROLS AND PROCEDURES.

      Until the present time there were no reporting controls or procedures in
place, so that Pedianet's reporting posture is delinquent. Realization of this
status has elicited from management a schedule for the filing of delinquent
reports with all deliberate speed, while maintaining future reports on a current
basis.

      When operational status is achieved, either by way of acquisition or
merger, SEC reporting, including the preparation of financial information, will
be turned over to outside personnel experienced in the requirements of SEC
reporting, so that the company's reporting obligations can be fully and
accurately fulfilled, under the supervision of management.

      Because of its operationally inactive status and the fact that management
has been its only source of funds, the Company's financial matters have been
simple, and financial controls self-effecting, requiring only the maintenance of
records that fairly and accurately reflect the Company's transactions, in the
form of corporate minutes authorizing the use of any funds or actual proofs of
payment.






                                       5

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      There are no current legal proceedings against or on behalf of the
Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None

ITEM 5. OTHER INFORMATION

                         SHARES ISSUED DURING THE PERIOD

      No additional shares were issued by the Company during the second quarter
of 2004.

                        DIRECTORS AND EXECUTIVE OFFICERS

      Since July 31, 2003, the Company's sole director and executive officer has
been C. M. Benedict, age 70 , who serves as Chairman, CEO and Secretary of the
Company. Mr. Benedict has been a director and the Secretary continuously since
February 20, 2002. He became the CEO and sole officer and director upon the
resignation of James E. Cheatham as an officer and director on July 28, 2003.
Mr. Cheatham resigned in order to devote his full time other business.

      Mr. Benedict was an officer and director of the Registrant's predecessor,
having become involved with that company in 1991, and remained as an officer and
director until December, 2000. In 2001 Mr. Benedict retired from business, until
his election as a director on February 20, 2002. During the years 2002 and 2003,
Mr. Benedict accepted compensation based upon $1,000.00 per month for his
services, all of which has been converted to equity except for the outstanding
convertible promissory note described in the financial information, above. Since
2003, Mr. Benedict has served without compensation.

      During the past five years, Mr. Benedict has had no involvement in any
legal proceedings which would be material to an evaluation of his ability or
integrity.

      Mr. Benedict is currently the beneficial owner of 4,291,080 shares of the
company's common stock.


                                       6
<PAGE>

      Mr. Benedict's son, Cambion M. Benedict, who has attained the age of
majority and is not a member of Mr. Benedict's household, is currently the
beneficial owner by way of gift from Mr. Benedict, of 5,541,080 shares of the
company's common stock.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      N/A


                                    SIGNATURE





                                    Pedianet.com, Inc.
                                    ----------------------
                                        (Registrant)

Date: February 2, 2006

                                    /s/ C. M.Benedict
                                    ------------------------
                                        C. M. Benedict, Shareholder-in-Control




















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