<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 June 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 August 1, 2000, there were 5,399,896 shares of Common Stock, $.001
par value, outstanding.

<PAGE>

                               PEDIANET.COM, INC.

                                     INDEX


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

Part I.  Financial Information

     Item 1.    Financial Statements                                        1

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

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

                Statements of Cash Flows
                for the Six Months Ended
                June 30, 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 six month period ended June 30, 2000
are not necessarily indicative of the results for the entire fiscal year or for
any other period.


                                      -1-

<PAGE>

                               PEDIANET.com, INC
                                 BALANCE SHEETS

                                     ASSETS

                                                    June 30      December 31,
                                                     2000           1999
                                                  -----------    -----------
                                                  (Unaudited)
Current Assets:
    Cash and cash equivalents                     $   167,332    $   151,687
    Marketable securities                               2,500         25,000
    Accounts receivable-shareholder                    22,500         25,000
    Prepaid interest                                   41,168         82,335
                                                  -----------    -----------

       Total Current Assets                           233,500        284,022

Property, furniture and equipment - net               117,037        157,653
Other assets                                            4,800           --
                                                  -----------    -----------
       TOTAL ASSETS                               $   355,337    $   441,675
                                                  ===========    ===========

                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

Current Liabilities:
    Accounts payable                              $    59,075    $   129,864
    Accrued expenses                                   30,325         92,530
    Note payable                                      613,800        793,800
    Loans payable-related parties                        --           48,611
                                                  -----------    -----------

       Total Liabilities                              703,200      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 5,399,896 and 5,248,557
       shares                                           5,400          5,249
    Additional paid-in capital                      2,207,551      1,836,883
    Cumulative other comprehensive (loss)             (47,500)       (25,000)
    Note receivable - subscription agreement         (670,000)      (850,000)
    Deficit                                        (1,844,314)    (1,591,262)
                                                  -----------    -----------
       Total Stockholders' (Deficiency)              (347,863)      (623,130)
                                                  -----------    -----------

       TOTAL LIABILITIES AND
          STOCKHOLDERS' (DEFICIENCY)              $   355,337    $   441,675
                                                  ===========    ===========


                       See notes to financial statements


                                      -2-
<PAGE>

                               PEDIANET.com, INC
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                      Six Months Ended             Three Months Ended
                                          June 30,                      June 30,
                                 --------------------------    --------------------------
                                     2000           1999           2000           1999
                                 -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
Revenue:
     Sponsorship income          $      --      $     1,000    $      --      $     1,000
     Website income                     --            3,500           --             --
                                 -----------    -----------    -----------    -----------
                                        --            4,500           --            1,000
Cost and Expenses:
     Selling, general
      and administrative             254,844        266,393        170,360         81,764
                                 -----------    -----------    -----------    -----------
Loss from operations                (254,844)      (261,893)      (170,360)       (80,764)
Other income
     Interest income                   1,792           --            1,090           --
                                 -----------    -----------    -----------    -----------
Net (loss)                       $  (253,052)   $  (261,893)   $  (169,270)   $   (80,764)
                                 ===========    ===========    ===========    ===========
Net (loss) per common
     share - basic and diluted   $     (0.05)   $     (0.08)   $     (0.04)   $     (0.03)
                                 ===========    ===========    ===========    ===========
Weighted average of common
     shares outstanding -
     basic and diluted             5,299,145      3,686,386      5,320,116      3,686,386
                                 ===========    ===========    ===========    ===========

</TABLE>


                       See notes to financial statements


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>

                                   Six Months Ended         Three Months Ended
                                       June 30,                  June 30,
                                ----------------------    ----------------------
                                   2000         1999         2000         1999
                                ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>
Net loss                        $(253,052)   $(261,893)   $(169,270)   $ (80,764)

Other comprehensive loss
 net of income taxes:
       Unrealized loss on
        marketable securities     (47,500)        --         (1,250)        --
                                ---------    ---------    ---------    ---------

Comprehensive loss              $(300,552)   $(261,893)   $(170,520)   $ (80,764)
                                =========    =========    =========    =========

</TABLE>


                       See notes to financial statements


                                      -4-
<PAGE>

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

                                                            Six Months Ended
                                                                June 30,
                                                         ----------------------
                                                            2000         1999
                                                         ---------    ---------
Cash flows from operating activities:
      Net (loss)                                         $(253,052)   $(261,893)

         Adjustments to reconcile net loss to
          cash used in operating activities:
             Non-cash compensation for services               --         89,925
             Depreciation                                    1,705        1,781
             Amortization                                   38,911       38,911

         Changes in operating assets and
          liabilities:
             Decrease in accounts receivable                25,000         --
             Decrease in prepaid interest                   41,167         --
             Increase in other assets                       (4,800)        --
             (Decrease) increase in accounts
                payable and accrued expenses                (8,286)     116,383
                                                         ---------    ---------
             Net Cash (Used in) Operating Activities      (159,355)     (14,893)
                                                         ---------    ---------
Cash flows from financing activities:
      Proceeds from notes receivable                       180,000         --
      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     175,000       15,000
                                                         ---------    ---------
Net (increase) in cash and
      cash equivalents                                      15,645          107

Cash and cash equivalents - beginning of year              151,687         (107)
                                                         ---------    ---------
Cash and cash equivalents - end of year                  $ 167,332    $    --
                                                         =========    =========
Supplementary information:

      Conversion of accounts payable to common stock     $  47,178
                                                         =========
      Conversion of notes payable to common stock        $ 180,000
                                                         =========


                       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 June 30, 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 June 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 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 six months ended June 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
                                                ==========


                                      -7-
<PAGE>

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 has been extended until August 28,
         2000. As of June 30, 2000, $180,000 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 June 30, 2000, $180,000
         of this note was converted into 120,000 shares of common stock.

         The note receivable and note payable are obligations of the same
         related party. At June 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 ($670,000 as of June
         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>

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 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>

         Six Months Ended June 30, 2000 compared to
         ------------------------------------------
              Six Months Ended June 30, 1999
              ------------------------------

         Sales
         -----
         Sales decreased from $4,500 for the six months ended June 30, 1999 to
         $-0- for the six months ended June 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 decreased from $266,393
         for the six months ended June 30, 1999 to $254,844 for the six months
         ended June 30, 2000. This decrease is primarily due to additional
         expenses recorded from the issuance of stock issued for services in the
         three months ended June 30, 1999.

         Interest Expense
         ----------------
         Interest expense increased from $-0- for the six months ended June 30,
         1999 to $41,167 for the six months ended June 30, 2000. This increase
         is due to interest expense for warrants issued below fair market value
         which expire December 31, 2000.


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

         Sales
         -----
         Sales decreased from $1,000 for the three months ended June 30, 1999 to
         $-0- for the three months ended June 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 $81,764 for
         the three months ended June 30, 1999 to $170,360 for the three months
         ended June 30, 2000. This increase is primarily due to additional
         professional fees relating to the recapitalization.

         Interest Expense
         ----------------
         Interest expense increased from $-0- for the three months ended June
         30, 1999 to $20,584 for the three months ended June 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 June 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.


                                      -10-
<PAGE>

         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 $180,000 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.


                                      -11-
<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 June 30, 2000.


                                      -12-
<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: August 10, 2000                   By: /s/Steven Richter
                                            ------------------------------------
                                            Steven Richter
                                            President


                                      -13-