<PAGE>

                                  FORM 10-QSB/A

                       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>


                               PEDIANET.COM, INC.

                                     INDEX

Part I.    Financial Information

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

  Item 1.  Financial Statements                                         1

           Balance Sheets as of March 31, 2000 (unaudited)
           and December 31, 1999                                        2

           Statements of Operations and Comprehensive Income
           for the Three Months Ended March 31, 2000 and 1999
           (unaudited)                                                3 - 4

           Statement of Cash Flows for the Three Months Ended
           March 31, 2000 and 1999 (unaudited)                          5

           Notes to Consolidated Financial Statements
           (unaudited)                                                6 - 8

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                        9 - 10

Part II.   Other Information

  Item 1.  Legal Proceedings                                            11

  Item 2.  Changes in Securities                                        11

  Item 3.  Default in Senior Securities                                 11

  Item 4.  Submission of Matters to a Vote of Security Holders          11

  Item 5.  Other Information                                            11

  Item 6.  Exhibits and Reports on Form 8-K                             11

Signatures                                                              12




<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 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


<TABLE>
<CAPTION>



                                     ASSETS
                                                          March 31,    December 31,
                                                            2000           1999
                                                        -----------    -----------
                                                        (Unaudited)

Current Assets:
<S>                                                     <C>            <C>
    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

Current Liabilities:
    Accounts payable                                    $    59,076    $   129,864
    Accrued expenses                                         99,530         92,530
    Loans payable - related parties                          45,111         48,611
                                                        -----------    -----------
       Total Liabilities                                    203,717        271,005
                                                        -----------    -----------


Commitments and Contingencies


Stockholders' Equity:
    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      1,836,883
    Cumulative - other comprehensive (loss)                 (46,250)       (25,000)
    Deficit                                              (1,675,044)    (1,591,262)
                                                        -----------    -----------
       Total Stockholders' Equity                           169,016        226,870
                                                        -----------    -----------
       TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                          $   372,733    $   497,875
                                                        ===========    ===========
</TABLE>

                       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                  84,484             184,629
                                     -----------         -----------
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)





                                                   Three Months Ended
                                                        March 31,
                                                 ----------------------
                                                    2000         1999
                                                 ---------    ---------

Cash flows from operating activities:
     Net (loss)                                  $ (83,782)   $(181,129)

         Adjustments to reconcile net loss to
          cash used in operating activities:
             Noncash 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
                                                 =========



                        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. 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 sometime in the early 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.

         In addition to internal growth, the Company intends to expand through
         acquisitions and new product development. While the Company has no
         present agreements to acquire additional companies, it intends to focus
         on companies that exhibit stable, aggressive growth that would
         complement the services offered on its website.

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


                                       -6-



<PAGE>

         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 $850,000 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.

         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 relating
         to subscription agreements bearing interest at 10%, due June 28, 2000.
         In connection with the note receivable of $850,000, the Company
         assumed, as part of the recapitalization, 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 promissory note as a
         deduction from the related note receivable since both notes were to the
         same third party 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.





































                                       -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/A 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 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.

         In addition to internal growth, the Company intends to expand through
         acquisitions and new product development. While the Company has no
         present agreements to acquire additional companies, it intends to focus
         on companies that exhibit stable, aggressive growth that would
         complement the services offered on its website.

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





                                       -9-

<PAGE>

         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.

         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

         As of March 31, 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 $850,000 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 $140,000 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.
                                      -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: June 1, 2000                              By: /s/ Melvin D. Koplow
                                                   ----------------------------
                                                    Dr. Melvin D. Koplow
                                                    Chief Executive Officer






























                                      -12-