<PAGE>

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2000

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ............. to ............

         Commission file number:    29951

                               PEDIANET.COM, INC.
             (Exact name of registrant as specified in its charter)

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

                               1804 Jerome Avenue
                            Brooklyn, New York 11235
                    (Address of principal executive offices)
                                   (Zip Code)

                                  718-332-3994
              (Registrant's telephone number, including area code)


         (Former name, former address and former fiscal year, if changed
                               since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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  X            No

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         At May 1, 2000, there were 5,279,896 shares of Common Stock, $.001 par
value, outstanding.



<PAGE>
PART I.  Financial Information

         Item 1.  Financial Statements

                  Certain information and footnote disclosures required under
generally accepted accounting principles have been condensed or omitted from the
following consolidated financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission. It is suggested that the
following financial statements be read in conjunction with the year-end
financial statements and notes thereto included in the Company's Annual Report
on Form 10-SB/A dated April 24, 2000.

                  The results of operations for the three month period ended
March 31, 2000 are not necessarily indicative of the results for the entire
fiscal year or for any other period.


















                                       -1-
<PAGE>
                                PEDIANET.com, INC
                                 BALANCE SHEETS

                                     ASSETS
                                                  March 31,         December 31,
                                                    2000               1999
                                                ------------        ------------
                                                 (Unaudited)
Current Assets:
    Cash and cash equivalents                   $   108,886         $   151,687
    Marketable securities                             3,750              25,000
    Accounts receivable-shareholder                  -                   25,000
    Notes receivable                                 56,200              56,200
    Prepaid interest                                 61,751              82,335
                                                -----------         -----------

       Total Current Assets                         230,587             340,222

Property, furniture and equipment - net             137,346             157,653
Other assets                                          4,800                  -
                                                   --------         -----------
       TOTAL ASSETS                               $ 372,733         $   497,875
                                                  =========         ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
    Accounts payable                              $  59,076         $   129,864
    Accrued salaries                                    -               675,000
    Accrued expenses                                 99,530              92,530
    Loans payable-related parties                    45,111              48,611
                                                  ---------         -----------

       Total Liabilities                            203,717             946,005
                                                  ---------         -----------

Commitments and Contingencies

Stockholders' Equity (Deficiency):
    Preferred stock, par value $.10
       per share, 10,000,000 shares authorized;
       outstanding 10,003 shares                      1,000               1,000
    Common stock, par value $.001 per share
       50,000,000 shares authorized;
       outstanding 5,279,896 and 5,248,557
       shares                                         5,280               5,249
    Additional paid-in capital                    1,884,030           1,161,883
    Cumulative and other comprehensive (loss)       (46,250)            (25,000)
    Deficit                                      (1,675,044)         (1,591,262)
                                                -----------         -----------
       Total Stockholders' Equity (Deficiency)      169,016            (448,130)
                                                -----------        ------------

       TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY (DEFICIENCY)     $   372,733         $   497,875
                                                ===========         ===========

                       See notes to financial statements

                                       -2-
<PAGE>

                                PEDIANET.com, INC
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                      ------------------------
                                                         2000          1999
                                                      ----------    ----------
Revenue:
     Website income                                   $    -        $    3,500
                                                      ----------    ----------

Cost and Expenses:
     Selling, general
      and administrative                                  63,900       184,629
     Interest expense                                     20,584           -
                                                      ----------    ----------
Loss from operations                                     (84,484)     (181,129)

Other income
     Interest income                                         702           -
                                                      ----------    ----------

Net (loss)                                            $  (83,782)   $ (181,129)
                                                      ==========    ==========


Net (loss) per common
     share - basic and diluted                        $    (0.02)   $    (0.05)
                                                      ==========    ==========

Weighted average of common
     shares outstanding -
     basic and diluted                                 5,248,557     3,686,386
                                                      ==========    ==========


                       See notes to financial statements
                                       -3-



<PAGE>
                                PEDIANET.com, INC
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                           2000         1999
                                                         ---------   ----------
Net loss                                                 $ (83,782)  $ (181,129)

Other comprehensive loss net of income taxes:
       Unrealized loss on
        marketable securities                              (46,250)        -
                                                         ---------   ----------

Comprehensive loss                                       $(130,032)  $ (181,129)
                                                         =========   ==========



                       See notes to financial statements
                                       -4-




<PAGE>
                                PEDIANET.com, INC
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                             ----------------------
                                                                                                2000         1999
                                                                                             ---------     --------
<S>                                                                                          <C>         <C>
Cash flows from operating activities:
     Net (loss)                                                                               $(83,782)   $(181,129)

         Adjustments to reconcile net loss to cash used in operating activities:
             Non-cash compensation for services                                                      -       89,925
             Depreciation                                                                          853          891
             Amortization                                                                       19,455       19,455

         Changes in operating assets and liabilities:
             Decrease in accounts receivable                                                    25,000          -
             Decrease in prepaid interest                                                       20,584          -
             Increase in other assets                                                           (4,800)         -
             (Decrease) increase in accounts
                payable and accrued expenses                                                   (16,611)      54,841
                                                                                              --------    ---------

             Net Cash (Used in)
              Operating Activities                                                             (39,301)     (16,017)
                                                                                              --------    ---------

Cash flows from financing activities:
     Proceeds from loans payable                                                                 -            1,500
     Payments on loans                                                                          (3,500)      (1,500)
     Proceeds from exercise of stock options                                                     -           15,000
                                                                                              --------    ---------

             Net Cash Provided by (Used in)
              Financing Activities                                                              (3,500)      15,000
                                                                                              --------    ---------

Net (decrease) in cash and
     cash equivalents                                                                          (42,801)      (1,017)

Cash and cash equivalents - beginning of year                                                  151,687         (107)
                                                                                              --------    ---------

Cash and cash equivalents - end of year                                                       $108,886      $(1,124)
                                                                                              ========      =======

Supplementary information:
     Conversion of accounts payable to
         common stock                                                                         $ 47,178
                                                                                              ========

     Forgiveness of officers salaries                                                         $675,000
                                                                                              ========
</TABLE>



                       See notes to financial statements
                                       -5-
<PAGE>
                               PEDIANET.com, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES

         The balance sheet as of March 31, 2000 and the statements of operations
         and comprehensive loss and cash flows for the period presented herein
         have been prepared by Pedianet.com Inc ("PediaNet" or the "Company")
         and are unaudited. In the opinion of management, all adjustments
         (consisting solely of normal recurring adjustments) necessary to
         present fairly the financial position, results of operations and
         comprehensive loss and cash flows for all periods presented have been
         made. The information for December 31, 1999 was derived from audited
         financial statements.


2.       BASIS OF PRESENTATION

         The accompanying financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business.

         As of March 31,2000 the Company has no revenues for the current year
         and is in default on its debt to one of the Company's shareholders.

         The Company's ability to continue as a going concern is dependant upon
         its ability to obtain additional debt and/or equity financing and
         realize revenues from its website sufficient to cover its overhead.
         Management, through its website at www.PediaNet.com intends to
         establish itself as a primary information system on the internet that
         exclusively dedicates its site to pediatrics. However, there is no
         assurance that additional capital will be obtained or the revenue
         stream from its website will be commercially successful. The main
         revenue stream will be from specialized services such as advertising
         and sponsors digital space, pediatric internet digital TV, pediatric
         national database subscriptions, instructional courses and online
         conferences. These uncertainties raise substantial doubt about the
         ability of the Company to continue as a going concern.

         The financial statements do not include any adjustments relative to the
         recoverability and classification of recorded asset amounts or the
         amounts and classification of liabilities that might be necessary
         should the Company be unable to continue as a going concern.









                                       -6-



<PAGE>

3.       EARNINGS PER COMMON SHARE

         Basic and diluted loss per common share is computed by dividing net
         loss by the weighted average number of common shares outstanding during
         the year. Diluted earnings per common share are computed by dividing
         net earnings by the weighted average number of common and potential
         common shares during the year. Potential common shares are excluded
         from the loss per share calculation. because the effect would be
         antidilutive. Potential common shares relate to the preferred stock
         that is convertible into common stock, convertible debt and outstanding
         warrants.



4.       RECAPITALIZATION

         On December 31, 1999 the Company merged with Ultraphonics-USA, Inc and
         issued 10,003 shares of its preferred stock and 1,518,171 shares of its
         common stock in exchange for the outstanding shares of
         Ultraphonics-USA, Inc. In connection with the share exchange the
         Company acquired the assets net of liabilities of Ultraphonics-USA, Inc
         with a net book value of $154,538. For accounting purposes, the merger
         has been treated as a recapitalization of PediaNet Inc as the acquirer.
         The historical financial statements prior to December 31, 1999 are
         those of PediaNet Inc.

         The financial statements include the Statements of Operations of the
         Company, exclusive of Ultraphonics, for the three months ended March
         31, 2000 and 1999. The net assets acquired by the Company included the
         following at December 31, 1999:

                   Cash                               $  100,000
                   Marketable securities                  50,000
                   Notes receivable-
                    shareholders                         850,000
                   Prepaid interest                       82,335
                                                       ---------
                   Assets acquired                     1,082,335
                   Liabilities assumed                   927,797
                                                       ---------

                                                      $  154,538
                                                      ==========











                                       -7-



<PAGE>


5.       NOTES RECEIVABLE

         As part of the acquisition by the Company of the net assets of
         Ultraphonics the Company acquired notes receivable of $850,000 bearing
         interest at 10%, due June 28, 2000. In connection with the note
         receivable of $850,000, the Company assumed, as part of the reverse
         acquisition, a $793,800 principle, 10% convertible promissory note to a
         third party due December 28, 2000. Interest is payable on the due date
         and thereafter until the obligation is discharged. The note is
         convertible into 529,200 shares of the Company's common stock, at the
         option of the holder, at a conversion price of $1.50 per share. The
         Company offset the note receivable as a deduction from the related
         promissory note and recorded the net amount of $56,200 as notes
         receivable at March 31, 2000 and December 31, 1999. In 2000,
         approximately $140,000 was received against the note receivable.


6.       ACCRUED SALARIES

         In 2000, accrued salaries of $675,000 for the years ended December 31,
         1999, 1998 and 1997 were forgiven by the officers of the Company and
         recorded as contributions to additional paid-in-capital.































                                       -8-
<PAGE>
Item 2.  Management's' Discussion and Analysis of Financial Condition and
         Results of Operations

         The Company's quarterly and annual operating results are affected by a
         wide variety of factors that could materially and adversely affect
         revenues and profitability, including competition; changes in consumer
         preferences and spending habits; the inability to successfully manage
         growth; seasonality; the ability to introduce and the timing of the
         introduction of new products and the inability to obtain adequate
         supplies or materials at acceptable prices. As a result of these and
         other factors, the Company may experience material fluctuations in
         future operating results on a quarterly or annual basis, which could
         materially and adversely affect its business, financial condition,
         operating results, and stock prices. Furthermore, this document and
         other documents filed by the Company with the Securities and Exchange
         Commission (the "SEC") contain certain forward-looking statements under
         the Private Securities Litigation Reform Act of 1995 with respect to
         the business of the Company. These forward-looking statements are
         subject to certain risks and uncertainties, including those mentioned
         above, and those detailed in the Company's Form 10-SB dated April 24,
         2000, which may cause actual results to differ materially from these
         forward-looking statements. An investment in the Company involves
         various risks, including those mentioned above and those which are
         detailed from time to time in the Company's SEC filings.

         Results of Operations

         PediaNet intends to derive future revenues from the design and
         implementation of their Pediatrics Information Directory System and
         will offer a number of website services to members of the Pediatrics
         profession. These potential revenue streams will come from offering
         website design of Internet home pages for Pediatricians, registration
         of domain addresses, setup of access service and webmaster service. In
         addition, the Company's aim is to license and distribute the Devset
         software and upgrades to Devset module. The Company expects to commence
         implementation of these services sometime early in the third quarter of
         2000. The Company also plans to generate future revenues from digital
         space, pediatric internet digital TV, pediatric national database
         subscriptions, instructional courses and online conferences.

         Three Months Ended March 31, 2000 compared to
                  Three Months Ended March 31, 1999

         Sales
         Sales decreased from $3,500 for the three months ended March 31, 1999
         to $-0- for the three months ended March 31, 2000. The Company expects
         to commence implementation of its website services sometime early in
         the third quarter of 2000.

         Selling, General and Administrative Expenses
         Selling, general and administrative expenses decreased from $184,629
         for the three months ended March 31, 1999 to $63,900 for the three
         months ended March 31, 2000. This decrease is primarily due to
         additional expenses recorded from the issuance of stock issued for
         services in the three months ended March 31, 1999.

                                       -9-



<PAGE>

         Interest Expense
         Interest expense increased from $-0- for the three months ended March
         31, 1999 to $20,584 for the three months ended March 31, 2000. This
         increase is due to interest expense for warrants issued below fair
         market value which expire December 31, 2000.


         Liquidity and Capital Resources

         Although the Company received $140,000 against its notes receivable in
         2000, the Company does not have adequate cash reserves to meet its
         future cash requirements. The Company is seeking to raise additional
         working capital through debt or equity financing. The Company's ability
         to continue as a going concern will depend upon successful completion
         of such financing and on its ability to generate revenue from
         advertising and sponsors. The Company does not expect to have to
         purchase any property or equipment over the next year that cannot be
         financed in the ordinary course of business.


         Other Matters

         Year 2000

         Impact of Year 2000

         The Company's mission critical systems have operated without
         interruption during 2000. Furthermore, the Company has not experienced
         a failure of any non-critical devices or systems. In addition, the
         Company has not experienced a delay from any service providers or
         vendors.




















                                      -10-


<PAGE>




PART II - OTHER INFORMATION

         Item 1.     Legal Proceedings
                     -----------------

                     None.

         Item 2.     Changes in Securities
                     ---------------------

                     None.

         Item 3.     Default in senior securities
                     ----------------------------

                     None.

         Item 4.     Submission of matters to a vote of security holders
                     ---------------------------------------------------

                     None

         Item 5.     Other Information
                     -----------------

                     None.


         Item 6.     Exhibits and Reports on Form 8-K
                     --------------------------------

              (a)    Exhibits:  Exhibit 27.1 Financial Data Schedule.

              (b)    There were no Current Reports on Form 8-K filed by the
                     registrant during the quarter ended March 31, 2000.















                                      -11-


<PAGE>



                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.



                                               PEDIANET.COM, INC




Date: March 12, 2000                            By: /s/Melvin D. Koplow
                                                   --------------------
                                                   Dr. Melvin D. Koplow
                                                   Chief Executive Officer















                                      -12-