<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 September 30, 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.)

                               15 West End 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 November 6, 2000, there were 5,429,896 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 May 22, 2000.

                  The results of operations for the nine month period ended
September 30, 2000 are not necessarily indicative of the results for the entire
fiscal year or for any other period.





<PAGE>
                               PEDIANET.COM, INC.

                                     INDEX


                                                                     Page Number
                                                                     -----------

Part I.    Financial Information

  Item 1.           Financial Statements                                      1

                    Consolidated Balance Sheets as
                    of September 30, 2000 (unaudited)
                    and December 31, 1999                                     2

                    Consolidated Statements of Operations
                    and Comprehensive Income for the
                    Three and Nine Months Ended
                    September 30, 2000 and 1999 (unaudited)                3 - 4

                    Consolidated Statements of Cash
                    Flows for the Nine Months Ended
                    September 30, 2000 and 1999
                    (unaudited)                                                5

                    Notes to Consolidated Financial
                    Statements (unaudited)                                 6 - 9

  Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                        10 - 12

Part II.   Other Information

  Item 1.       Legal Proceedings                                             13

  Item 2        Changes in Securities                                         13

  Item 3        Default in Senior Securities                                  13

  Item 4        Submission of Matters to a
                     Vote of Security Holders                                 13

  Item 5        Other Information                                             13

  Item 6.       Exhibits and Reports on Form 8-K                              13

Signatures                                                                    14



<PAGE>

                        PEDIANET.com, INC AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                         September 30,        December 31,
                                                            2000                1999
                                                         -----------         -----------
                                                         (Unaudited)
<S>                                                      <C>                 <C>
Current Assets:
    Cash and cash equivalents                            $   101,074         $   151,687
    Marketable securities                                     10,000              25,000
    Accounts receivable-shareholder                           15,000              25,000
    Prepaid interest                                          20,584              82,335
                                                         -----------         -----------

       Total Current Assets                                  146,658             284,022

Property, furniture and equipment - net                       96,729             157,653
Other assets                                                   4,800                  --
                                                         -----------         -----------
       TOTAL ASSETS                                      $   248,187         $   441,675
                                                         ===========         ===========
<CAPTION>

                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

<S>                                                      <C>                 <C>
Current Liabilities:
    Accounts payable                                     $    72,454         $   129,864
    Accrued expenses                                          27,900              92,530
    Note payable                                             568,800             793,800
    Loans payable-related parties                                 --              48,611
                                                         -----------         -----------

       Total Liabilities                                     669,154           1,064,805
                                                         -----------         -----------

Commitments and Contingencies

Stockholders' (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 5,429,896 and 5,248,557
       shares                                                  5,430               5,249
    Additional paid-in capital                             2,245,021           1,836,883
    Cumulative other comprehensive (loss)                    (40,000)            (25,000)
    Note receivable - subscription agreement                (625,000)           (850,000)
    Deficit                                               (2,007,418)         (1,591,262)
                                                         -----------         -----------
       Total Stockholders' (Deficiency)                     (420,967)           (623,130)
                                                         -----------         -----------

       TOTAL LIABILITIES AND
          STOCKHOLDERS' (DEFICIENCY)                     $   248,187         $   441,675
                                                         ===========         ===========

</TABLE>

                        See notes to financial statements
                                      -2-


<PAGE>

                        PEDIANET.com, INC AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                      Nine Months Ended                  Three Months Ended
                                         September 30,                     September 30,
                                  ---------------------------     ---------------------------
                                     2000            1999            2000            1999
                                  -----------     -----------     -----------     -----------

<S>                               <C>             <C>             <C>             <C>
Revenue:
     Sponsorship income           $        --     $     1,000     $        --     $        --
     Website income                        --           3,500              --              --
                                  -----------     -----------     -----------     -----------
                                           --           4,500              --              --

Cost and Expenses:
     Selling, general
      and administrative              356,228         345,359         142,551          78,966
     Interest expense-net              59,928              --          20,553              --
                                  -----------     -----------     -----------     -----------

Net (loss)                        $  (416,156)    $  (340,859)    $  (163,104)    $   (78,966)
                                  ===========     ===========     ===========     ===========


Net (loss) per common
     share - basic and diluted    $     (0.08)    $     (0.10)    $     (0.03)    $     (0.03)
                                  ===========     ===========     ===========     ===========

Weighted average of common
     shares outstanding -
     basic and diluted              5,341,076       3,686,386       5,424,026       3,686,386
                                  ===========     ===========     ===========     ===========

</TABLE>

                        See notes to financial statements
                                      -3-

<PAGE>


                        PEDIANET.com, INC AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Nine Months Ended            Three Months Ended
                                                      September 30,               September 30,
                                                 -----------------------     -----------------------
                                                   2000          1999          2000          1999
                                                 ---------     ---------     ---------     ---------
<S>                                              <C>           <C>           <C>           <C>
Net loss                                         $(416,156)    $(340,859)    $(163,104)    $ (78,966)

Other comprehensive loss net of income taxes:
       Unrealized gain (loss) on
        marketable securities                      (40,000)           --         7,500            --
                                                 ---------     ---------     ---------     ---------

Comprehensive loss                               $(456,156)    $(340,859)    $(155,604)    $ (78,966)
                                                 =========     =========     =========     =========
</TABLE>

                        See notes to financial statements
                                      -4-


<PAGE>


                        PEDIANET.com, INC AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                                 September 30,
                                                                                        ---------------------------
                                                                                           2000              1999
                                                                                        ---------         ---------

<S>                                                                                    <C>                <C>
Cash flows from operating activities:
     Net (loss)                                                                         $(416,156)        $(340,859)

         Adjustments to reconcile net loss to cash used in operating activities:
             Non-cash compensation for services                                                --            89,325
             Depreciation                                                                   2,558             2,672
             Amortization                                                                  58,366            58,366

         Changes in operating assets and liabilities:
             Decrease in accounts receivable                                               25,000                --
             Decrease in prepaid interest                                                  61,751                --
             Increase in other assets                                                      (4,800)               --
             (Decrease) increase in accounts
                payable and accrued expenses                                                2,668           175,603
                                                                                        ---------         ---------

             Net Cash (Used in) Operating Activities                                     (270,613)          (14,893)
                                                                                        ---------         ---------

Cash flows from financing activities:
     Proceeds from notes receivable                                                       225,000                --
     Proceeds from loans payable                                                               --             1,500
     Payments on loans                                                                     (5,000)           (1,500)
     Proceeds from exercise of stock options                                                   --            15,000
                                                                                        ---------         ---------

             Net Cash Provided by Financing Activities                                    220,000            15,000
                                                                                        ---------         ---------

Net (increase) in cash and
     cash equivalents                                                                     (50,613)              107

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

Cash and cash equivalents - end of year                                                 $ 101,074         $      --
                                                                                        =========         =========

Supplementary information:

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

     Conversion of notes payable to common stock                                        $ 225,000
                                                                                        =========

</TABLE>
                        See notes to financial statements
                                      -5-


<PAGE>
                               PEDIANET.com, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES

         The consolidated balance sheet as of September 30, 2000 and the
         consolidated 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 consolidated 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 September 30,2000 the Company has no revenues for the current
         year.

         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. The
         Company 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 Pediatric
         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 services. 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 when funding becomes available. The
         Company also plans to generate future revenues from digital space,
         pediatric internet digital TV, pediatric national database
         subscriptions, instructional courses and online conferences.

         In addition to internal growth, the Company intends to expand through
         acquisitions and new product development. In this quarter, the Company
         has focused substantial time and succeeded in finding compatable
         companies to acquire.

         In August 2000, the Company entered into an agreement to form a new
         subsidiary, which will be owned 80% by PediaNet.com Inc. and 20% by Dr.
         Melvin D. Koplow, to create products and services from proprietary and
         exclusive integrated technologies, which will be marketed to a broad
         variety of businesses and internet companies. Dr. Koplow has resigned
         his position as Chief Executive Officer and Director of PediaNet.com
         activities to assume a new position as President and Chief Executive
         Officer of the new subsidiary. PediaNet.com will provide total funding
         of approximately $130,000 to the new subsidiary.

         In September 2000, the Company signed a letter of intent to merge with
         Psy-Ed Corporation, DBA Exceptional Parent Magazine ("EP"), a company
         engaged in publishing and distributing of a national magazine designed
         to serve families and professionals who are involved in the care and
         development of children and young adults with disabilities and special
         health care needs.



                                       -6-

<PAGE>

         Under the terms of the letter of intent, EP shareholders will receive
         27.3 shares of PediaNet Common Stock for each share of EP Common Stock,
         Series A Preferred Stock and Series B Preferred Stock. In addition,
         each shareholder of Series B Preferred Stock will receive 6.8 shares of
         PediaNet Common Stock for the $27.45 per shares of EP unpaid dividends
         through December 31, 2000. The merger is subject to due diligence by
         both PediaNet and EP.

         On October 12, 2000 the Company signed a letter of intent to acquire
         drpaula.com, Inc a Company engaged in operating a pediatric website.
         Under the terms of the letter of intent, 2,000,000 shares of
         PediaNet.com common stock will be issued to drpaula.com shareholders.
         The entire transaction is subject to approval by drpaul.com Inc's
         preferred and common shareholders as well as the board of directors.

         There is no assurance that additional capital will be obtained, that a
         revenue stream from its website will be commercially successful or that
         the Company will be successful in its endeavors to acquire compatible
         companies.

         The Company currently does not have commitments for capital
         expenditures and does not expect to purchase property or equipment over
         the next twelve months that cannot be financed in the ordinary course
         of business. The Company estimates that is will require $1,000,000 to
         support its planned activities over the next twelve months.

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
         accounting acquirer. The historical financial statements prior to
         December 31, 1999 are those of PediaNet Inc.



                                       -7-

<PAGE>


         The financial statements include the Statements of Operations of the
         Company, exclusive of Ultraphonics, for the nine months ended September
         30, 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
                                                   ==========

5.       NOTES RECEIVABLE/NOTES PAYABLE

         As part of the recapitalization with Ultraphonics, the Company assumed
         the subscription agreement in connection with a private placement of
         Ultraphonic's common stock in December 1999. In connection with the $1
         million financing under Rule 504 of Regulation D of the Securities Act
         of 1933, Ultraphonics offered (i) 900,000 shares of Ultraphonic common
         stock at $.22 per share; (ii) $793,800 of Ultraphonic's one year, 10%
         convertible promissory notes which are convertible into shares of
         common stock at $1.50 per share and (iii) 410,000 warrants at $.01 per
         warrant, each warrant exercisable at $.01 per share. Ultraphonics
         received $100,000 in cash, $50,000 in marketable securities and
         received a note receivable in the amount of $850,000, bearing interest
         at 10%, due June 28, 2000, which was extended until August 28, 2000. In
         August 2000, the Company extended the note until December 31, 2000 and
         reassigned the principal balance of $625,000 to three outside parties.
         As part of the extension agreement with one of the parties, they
         guarantee to pay the $50,000 quarterly payments to the Company's public
         relations firm as described in Note 7. As of September 30, 2000,
         $225,000 has been paid to the Company.

         The convertible note payable of $793,000 is 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 of the Company's
         common stock at the option of the holder. As of September 30, 2000,
         $225,000 of this note was converted into 150,000 shares of common
         stock.

         The note receivable and note payable are obligations of the same
         related party. At September 30, 2000 the Company did not offset the
         note receivable against the note payable as it is not the intention of
         the Company to offset the two obligations at maturity. The Company has
         offset the note receivable-subscription agreement ($625,000 as of
         September 30, 2000) against stockholder's equity until the note has
         been paid.

6.       LOANS PAYABLE - RELATED PARTIES

         As part of the recapitalization with Ultraphonics, the Company assumed
         the related party loan payable in December 1999. On April 26, 2000, a
         related party issued 30,750 shares of the Company's common stock for
         payment of the Company's related party loan payable of $43,611 and
         accrued interest and court costs of $77,530. The Company recorded this
         transaction as a contribution to paid-in-capital.


                                       -8-

<PAGE>

7.       SUBSEQUENT EVENTS

     (a) On October 12, 2000 the Company signed a letter of intent to acquire
         drpaula.com, Inc a Company engaged in pediatric website. Under the
         terms of the letter of intent, 2,000,000 shares of PediaNet.com common
         stock will be issued to drpaula.com shareholders. The entire
         transaction is subject to approval by drpaul.com Inc's preferred and
         common shareholders as well as the board of directors.

     (b) On November 13, 2000, the Company signed an agreement to engage a
         public relations firm to provide services for the Company. The Company
         will issue 200,000 shares of restricted common stock and will pay
         quarterly payments of $50,000 for the 18 month term of the agreement.
         The Company will record non-cash compensation expense of $94,000. The
         quarterly payments will be paid by a third party as part of the
         reassignment of the Company's Note Receivable. (See Note 5)




                                      -9-



<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 May 22,
         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 when funding becomes available. The
         Company also plans to generate future revenues from digital space,
         pediatric internet digital TV, pediatric national database
         subscriptions, instructional courses and online conferences.

         In addition to internal growth, the Company intends to expand through
         acquisitions and new product development. In this quarter, the Company
         has focused its efforts and succeeded in finding compatible companies
         to acquire.

         In August 2000, the Company entered into an agreement to form a new
         subsidiary, which will be owned 80% by PediaNet.com Inc. and 20% by Dr.
         Melvin D. Koplow, to create products and services from proprietary and
         exclusive integrated technologies, which will be marketed to a broad
         variety of businesses and internet companies. Dr. Koplow has resigned
         his position as Chief Executive Officer and Director of PediaNet.com
         activities to assume a new position as President and Chief Executive
         Officer of the new subsidiary. PediaNet.com will provide total funding
         of approximately $130,000 to the new subsidiary.

         In September 2000, the Company signed a letter of intent to merge with
         Psy-Ed Corporation, DBA Exceptional Parent Magazine ("EP"), a company
         engaged in publishing and distributing of a national magazine designed
         to serve families and professionals who are involved in the care and
         development of children and young adults with disabilities and special
         health care needs.


                                      -10-

<PAGE>

         Under the terms of the letter of intent, EP shareholders will receive
         27.3 shares of PediaNet Common Stock for each share of EP Common Stock,
         Series A Preferred Stock and Series B Preferred Stock. In addition,
         each shareholder of Series B Preferred Stock will receive 6.8 shares of
         PediaNet Common Stock for the $27.45 per shares of EP unpaid dividends
         through December 31, 2000. The merger is subject to due diligence by
         both PediaNet and EP.

         On October 12, 2000 the Company signed a letter of intent to acquire
         drpaula.com, Inc a Company engaged in operating a pediatric website.
         Under the terms of the letter of intent, 2,000,000 shares of
         PediaNet.com common stock will be issued to drpaula.com shareholders.
         The entire transaction is subject to approval by drpaul.com Inc's
         preferred and common shareholders as well as the board of directors.

         There is no assurance that additional capital will be obtained, that a
         revenue stream from its website will be commercially successful or that
         the Company will be successful in its endeavors to acquire compatible
         companies.

         Nine Months Ended September 30, 2000 compared to
              Nine Months Ended September 30, 1999
         -------------------------------------------------

         Sales
         -----
         Sales decreased from $4,500 for the nine months ended September 30,
         1999 to $-0- for the nine months ended September 30, 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 increased from $345,359
         for the nine months ended September 30, 1999 to $356,228 for the nine
         months ended September 30, 2000. This increase is primarily due to the
         addition of payroll and additional professional fees relating to the
         recapitalization in the nine months ended September 30, 2000.

         Interest Expense
         -----------------
         Interest expense increased from $-0- for the nine months ended
         September 30, 1999 to $61,751 for the nine months ended September 30,
         2000. This increase is due to interest expense for warrants issued
         below fair market value which expire December 31, 2000.


         Three Months Ended September 30, 2000 compared to
               Three Months Ended September 30, 1999
         --------------------------------------------------

         Sales
         -----
         Sales remained the same for the three months ended September 30, 1999
         and September 30, 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 increased from $78,966 for
         the three months ended September 30, 1999 to $142,551 for the three
         months ended September 30, 2000. This increase is primarily due to
         additional professional fees relating to the recapitalization and the
         addition of payroll in the three months ended September 30, 2000.

                                      -11-
<PAGE>

         Interest Expense
         ----------------
         Interest expense increased from $-0- for the three months ended
         September 30, 1999 to $20,584 for the three months ended September 30,
         2000. This increase is due to interest expense for warrants issued
         below fair market value which expire December 31, 2000.

         Liquidity and Capital Resources
         -------------------------------

         As of September 30, 2000 the Company needs to obtain additional
         financing to fulfill its activities and achieve a level of sales
         adequate to support its cost structure. The main revenue stream is
         expected to be from specialized services, such as advertising and
         sponsors, digital space, pediatric internet TV, pediatric national
         database subscriptions, instructional courses and online conferences.
         There can be no assurance that any revenue will be generated from these
         sources.

         The Company estimates that it will require approximately $1,000,000 to
         support the planned activities over the next twelve months. The Company
         expects to generate working capital from the collection of $850,000 in
         notes receivable and from debt and equity financing. Although the
         Company received $225,000 against the notes receivable in 2000, the
         Company at present does not have adequate cash reserves to meet its
         future cash requirements. The Company's ability to continue as a going
         concern will depend upon successful completion of any financing, any
         future acquisitions or 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.






                                      -12-


<PAGE>




PART II - OTHER INFORMATION

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

                    The Company is not presently subject to any legal
                    proceedings which are material to the consolidated results
                    of operations or financial condition of the Company.

         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 September 30, 2000.





                                      -13-


<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: November 14, 2000                         By: /s/Steven Richter
                                                   ----------------------------
                                                        Steven Richter
                                                          President




                                       -9-