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                                  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 September 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
--------------------------------------------------------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

          830-13 A1A North, No. 165, Ponte Vedra Beach, FL    32082
--------------------------------------------------------------------------------

                                 (404) 583-0404
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                           (Issuer's telephone number)

--------------------------------------------------------------------------------
              (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 27 August 2004, the company had issued 30,000,000 shares.

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

SEC2334 (3-05)     Persons who are to respond to the collection of information
                   contained in this form are not required to respond unless
                   the form displays a currently valid OMB control number.

<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

 Current Assets:                                           For the period ended
                                                            30 September, 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 30,000,000                                        $   30,000
 Additional Paid In Capital                                           -0-
 Deficit
 Total Shareholder's Equity (Deficit)                              $537,364
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 and Use of Proceeds        5

   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, on August 6, 2004, the Company entered 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 this agreement to consummation as soon as is
reasonably practicable, 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 existing non-binding letter of agreement described above requires
definitive agreements, which are not currently in existence.

       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 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

        On July 28, 2004, the Board authorized the issuance of 1,409,894 shares
of the Company's common stock to four individuals, in satisfaction of claims for
debts arising from services rendered to the Company, and inclusive of additional
services to be rendered by one of the individuals.

                        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.


                                       6
<PAGE>

        Mr. Benedict is currently the beneficial owner of 4,846,027 shares of
the company's common stock.

        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: January 12, 2006

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




                                       7