**UNITED** **** **STATE** **S**




**SECURITIES
      AND EXCHANGE COMMISSIO** **N**




Washington,  D.C.  2054 9








**FORM** **** **10-QS** **B**


**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
              31
                March 2005


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





For
                the transition period
                from
            toCommissionfilenumber










PEDIANET.COM,
                INC.(Name
                of Small Business Issuer in Its
                Charter)






GEORGIA
            58-1727874(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer Identification No.)






830-13
                A1A North, No. 165, Ponte Vedra Beach, FL
            32082(Address
                of principal executive offices)
            (zip
                code)








(
                404 ) 583-0404(Issuer’stelephonenumber)





(Formername,formeraddressandformerfiscalyear,ifchangedsincelastreport)




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 o 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  o No o**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 31
      March 2005 the company had issued 30,000,000 shares.





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





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


**PEDIANET.COM,
      INC.**





**INDEX**





**PART
      I - FINANCIAL INFORMATION**






Item No.
            Description
            Page1
            Financial Statements
            32
            Mangement's Discussion and Analysis of Plan
              of
              Operation
            43
            Controls and Procedures
            5PART II - OTHER INFORMATION1
            Legal Proceedings
            52
            Unregistered Sales of Equity Securities and
              Use of
              Proceeds
            53
            Defaults Upon Senior Securities
            54
            Submission of Matters to a Vote of Security
              Holders
            55
            Other Information
            56
            Exhbits and Reports on Form 8-K
            6Signatures
            6









**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
                31
                  March, 2005Current
                  Assets:Cash
              -0-Total
                  Current Assests
              -0-Goodwill
                  (from 10-QSB, 5/21/01)
              $
                  573,365Total
                  Assets
              $
                  573,365**Liabilities
                  and Shareholder's Equity**Current
                  Liabilities:Note
                  payable1
              $
                  5,125Accrued
                  Interest
              $
                  820Total
                  Current Liabilities
              $
                  5,945Committments
                  and Contigencies:Shareholder's
                  Equity (Deficiency)Preferred
                  stock, par value $0.10, 10,000,000 shares authorized, outstanding
                  558
              $
                  56Common
                  stock, par value $0.001, outstanding 30,000,000
              $
                  30,000Additional
                  Paid in Capital
              -0-DeficitTotal
                  Shareholder's Equity (Deficit)
              $
                  537,364Total
                  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.


**ITEM
      2. Management's Discussion and Analysis or Plan of
      Operation**





**Plan
      of Operation**





Management
      has ascertained that there is a need for a public holding company which can
      acquire subsidiary operating companies that are profitable, yet otherwise unable
      to afford the increasingly prohibitive costs of becoming and remaining public.
      Management therefore intends to seek these entities and provide assistance
      in
      compliance, while offering a method of obtaining funding, as well as an exit
      strategy for the owners.





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, a copy of which is attached to Item
      1,
      above, 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, there are currently in effect two non-binding letters of intent to
      acquire controlling interests in other companies: one with Carmel Energy, Inc.,
      which holds natural gas and heavy crude oil rights in Missouri, currently being
      operated at adequate minimum levels to retain those rights; and, the other
      with
      Manchester Holdings, Inc., which operates a 25,000 sq. ft. entertainment venue
      in Alabama.





In
      the
      next twelve months, management intends to pursue these agreements to
      consummation as soon as is reasonably practicable, while continuing to seek
      other suitable prospective partners.





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 Arrangements**





Both
      of
      the existing non-binding letters of intent described above require 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 either of the proposed acquisitions will
      be
      available until such time as definitive agreements are executed with the
      respective prospects.





It
      is
      possible that neither of the proposed acquisitions may occur.





**Forward
      Looking Statements**





Statements
      contained herein regarding the acquisitions contemplated, or additional
      acquisitions or mergers to be sought in the next twelve months, may be
      considered "forward looking" statements, such as statements relative to
      Pedianet's ability to enter into definitive agreements with Camel Energy or
      Manchester Holdings, whether and when either 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 businesses of Carmel Energy and
      Manchester Holdings, the ability of Pedianet, Carmel Energy and Manchester
      Holdings


to
      successfully operate their respective businesses, the amounts and timing of
      the
      infusion of any additional capital Carmel Energy or Manchester Holdings might
      require in the future, and other factors which could reasonably be expected
      to
      influence the performance of any business enterprise.




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





**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.





During
      the fourth quarter of 2005, reporting is to 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.





Financial
      reporting will also be outsourced during the fourth quarter of 2005 so that
      the
      company's financial statements can be prepared according to generally accepted
      accounting principles.





**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


a.
      On
      March 3, 2005, the company's convertible promissory note of March 3, 2003,
      payable to Incubadora Del Futuro, S.L. in the principal amount of $30,000.00
      came due and the holder elected to convert the debt to equity. On
      May 7,
      2005, the Board authorized the issuance of 2,500,000 shares of
      the
      company's common stock is satisfaction of the debt.











b.
      On May
      15, 2005, the company's convertible promissory note of May 15, 2003,
      payable to C. M. Benedict in the principal amount of $1,351.41 came due
      and
      Mr. Benedict elected to convert the debt to equity. On June 21,2005, the
      Board
      authorized the issuance of l,351,410 shares of the company's common
      stock in satisfaction of the debt.





DIRECTORS
      AND EXECUTIVE OFFICERS





Since
      July 31, 2003, the company's sole director and executive officer has been C.
      M.
      Benedict, age 71, 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 7,798,314 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 6,291,080 shares of the company's common
      stock.







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





**N/A**







SIGNATUREPedianet.com,
              Inc.(RegistrantDate:  September 19, 2005/s/C.M.
              BenedictC.M. Benedict, CEO/
              Chairman