UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-KSB

  (Mark One)
      [X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934

                   For the fiscal year ended December 31, 2002

      [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

        For the transition period from ______________ to________________

                      Commission file number _____________


                               PEDIANET.COM, INC.
                 (Name of small business issuer in its charter)

                Georgia                                          58-1727874
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)


          830-13 A1A N., #165
        Ponte Vedra Beach, Florida                                  32082
 (Address of principal executive offices)                         (Zip Code)


                     Issuer's telephone number (404)583-0404

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

       NONE                                              NONE

Securities registered under Section 12(g) of the Exchange Act: NONE


                                (Title of class)


                                (Title of class)

                                     Page 1
<PAGE>

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No X

      Persons who are to respond to the collection of information contained in
this form are not SEC 2337 (3-05) required to respond unless the form displays a
currently valid OMB control number. Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

      State issuer's revenues for its most recent fiscal year. NONE

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $5,573.00 as of December 31, 2002.

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.


     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                       N/A

      Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes No


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

      As of 31 December, 2002 the company had issued 15,572,931 shares of its
common stock.

                                     Page 2
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

      If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

      Transitional Small Business Disclosure Format (Check one): Yes ____; No
__X__


                              GENERAL INSTRUCTIONS

A. Use of Form 10-KSB.

      This Form may be used by a "small business issuer," defined in Rule 12b-2
of the Exchange Act, for its annual and transitional reports under section 13 or
15(d) of that Act. For further information as to eligibility to use this Form
see Item 10(a) of Regulation S-B (17 CFR 228.10 et seg.). Annual reports on this
form shall be filed within 90 days after the end of the fiscal year covered by
the report. Transition reports shall be filed within the time period specified
in Rules 13a-10 or 15d-10 of the Exchange Act (ss.ss.240.13a-10 or 240.15d-10 of
this chapter).

B.    Application of General Rules and Regulations.

      The General Rules and Regulations under the Exchange Act (ss.240.0-1 et
seq.), particularly Regulation 12B (ss.240.12b-1 et seq.) contain certain
general requirements for reports on any form which should be carefully read and
observed in the preparation and filing of reports on this Form.

C.    Signature and Filing of Report.

1.    File three "complete" copies and five "additional" copies of the
      registration statement with the Commission and file at least one complete
      copy with each exchange on which the securities will be registered. A
      "complete" copy includes financial statements, exhibits and all other
      papers and documents. An "additional" copy excludes exhibits. One of the
      copies filed with the Commission and each exchange should be manually
      signed; all other copies should have typed or printed signatures.

2.    Who must sign. The small business issuer, its principal executive officer
      or officers, its principal financial officer, its controller or principal
      accounting officer and at least a majority of the board of directors or
      persons performing similar functions. If the small business issuer is a
      limited partnership, then the general partner and a majority of its board
      of directors if a corporation must sign the report. Any person who
      occupies more than one of the specified positions must indicate each
      capacity in which he or she signs the report. See Rule 12b-11 concerning
      manual signatures under powers of attorney.

3.    Small business issuers are requested to indicate in a transmittal letter
      with the Form 10-KSB whether the financial statements in the report
      reflect a change from the preceding year in any accounting principles or
      practices or in the methods of application of those principles or
      practices.

                                     Page 3
<PAGE>

D.    Information as to Employee Stock Purchase, Savings and Similar Plans.

      Separate annual and other reports need not be filed under Section 15(d) of
the Exchange Act for any employee stock purchase, savings or similar plan if the
issuer of the securities offered under the plan furnishes to the Commission the
information and documents specified in the Rule 15d-21 of the Exchange Act.

E.    Information to be Incorporated by Reference.

1.    Refer to Rule 12b-23 (ss.240.12b-23 of this chapter) if information will
      be incorporated by reference from other documents in answer or partial
      answer to any item of this Form.

2.    The Information called for in Parts I and II of this Form, Items 1-8, may
      be incorporated by reference from:

      (a)   the registrant's annual report to security holders furnished to the
            Commission under Rule 14a-3(b) or Rule 14c-3(a) of the Exchange Act
            (ss.ss.240.14a-3(b), 240.14c-3(a) of this chapter); or

      (b)   the registrant's annual report to shareholders if it contains the
            information required by Rule 14a-3 (ss.240.14-3 of this chapter).

      Note to electronic filers: If any information required by Part I or Part
      II is incorporated by reference from the annual report to security holders
      as allowed in General Instruction E.2.(a), any portion of the annual
      report to security holders incorporated by reference shall be filed as an
      exhibit in electronic format, as required by Item 601(b)(13) of Regulation
      S-B.

3.    The information required by Part III may be incorporated by reference from
      the registrant's definitive proxy statement (filed or to be filed in
      accordance with ss.240.14a-101, Schedule 14A) or definitive information
      statement (filed or to be filed pursuant to ss.240.14c-101, Schedule 14C)
      which involves the election of directors, if such definitive proxy or
      information statement is filed with the Commission not later than 120 days
      after the end of the fiscal year covered by this Form. If the definitive
      proxy or information statement is not filed within the 120-day period, the
      information called for in Part III information must be filed as part of
      the Form 10-KSB, or as an amendment to the Form 10-KSB, not later than the
      end of the 120-day period.

4.    No item numbers of captions or items need be contained in the material
      incorporated by reference into the report. However, the registrant's
      attention is directed to Rule 12b-23(b) of the Exchange Act
      (ss.240.12b-23(b)) regarding the specific disclosure required in the
      report concerning information incorporated by reference. When the
      registrant combines all of the information in Parts I and II of this Form
      by incorporation by reference from the registrant's annual report to
      security holders and all of the information in Part III of this Form by
      incorporating by reference from a definitive proxy statement or
      information statement involving the election of directors, then this Form
      shall consist of the facing or cover page, those sections incorporated
      from the annual report to security holders, the proxy or information
      statement, and the information, if any, required by Part III of this Form,
      signatures and a cross-reference sheet setting forth the item numbers and
      captions in Parts I, II and III of this Form and page and/or pages in the
      referenced materials where the corresponding information appears.

F.    Integrated Reports to Security Holders.

                                     Page 4
<PAGE>

      Annual reports to security holders may be combined with the required
information of this Form and will be suitable for filing with the Commission if
the following conditions are satisfied:

1.    The combined report contains complete answers to all items required by
      Form 10-KSB. When responses to a certain item of required disclosure are
      separated within the combined report, an appropriate cross-reference
      should be made. If the information required by Part III of Form 10-KSB is
      omitted by virtue of General Instruction E, a definitive proxy or
      information statement shall be filed.

2.    The cover page and required signatures are included. A cross-reference
      sheet should be filed indicating the location of information required by
      items of the Form.

3.    If an electronic filer files any portion of an annual report to security
      holders in combination with the required information of Form 10-KSB, as
      provided in this instruction, only such portions filed in satisfaction of
      the Form 10-KSB requirements shall be filed in electronic format.

G.    Omission of Information by Certain Wholly-Owned Subsidiaries

      If, on the date of the filing of its report on Form 10-KSB, the registrant
meets the conditions specified in paragraph (1) below, then it may furnish the
abbreviated narrative disclosure specified in paragraph (2) below.

1.    Conditions for availability of relief specified in paragraph (2) below.

      (a)   All of the registrant's equity securities are owned, either directly
            or indirectly, by a single person which is a reporting company and
            which has filed all the material required to be filed under sections
            13, 14 or 15(d), as applicable, and which is named in conjunction
            with the registrant's description of its business;

      (b)   During the past thirty-six months and any subsequent period of days,
            there has not been any material default in the payment of principal,
            interest, a sinking or purchase fund installment, or any other
            material default not cured within thirty days, with respect to any
            indebtedness of the registrant or it subsidiaries, and there has not
            been any material default in the payment of rental under material
            long-term leases; and

      (c)   There is prominently set forth on the cover page of the Form 10-KSB,
            a statement that the registrant meets the conditions set forth in
            General Instruction G(1)(a) and (b) of Form 10-KSB and therefore
            filing this Form with the reduced disclosure format.

2.    Registrants meeting the conditions specified in paragraph 1 above are
      entitled to the following relief:

      (a)   Such registrants may omit the information called for by Item 303(b),
            Management's Discussion and Analysis, if required by the Instruction
            to that Item, provided that the registrant includes in the Form
            10-KSB a narrative analysis of the results of operations explaining
            the reasons for material changes in the amount of revenue and
            expense items between the most recent fiscal year presented and the
            fiscal year immediately preceding it. Explanations of material
            changes should include, but not be limited to, changes in the
            various elements which determine revenue and expense levels, such as
            unit sales volume, prices charged and paid, production levels,
            production cost variances, labor costs and discretionary spending
            programs. In addition, the analysis should include an explanation of
            the effect of any changes in accounting principles and practices or
            method of application that have a material effect on net income as
            reported.

                                     Page 5
<PAGE>

      (b)   Such registrants may omit the list of subsidiaries exhibit required
            by Item 601 of Regulation S-B.

      (c)   Such registrants may omit the information called for by the
            following Items: Item 4, Submission of Matters to a Vote of Security
            Holders; Item 10 Directors and Executive Officers, etc.; Item 11,
            Executive Compensation; Item 12, Security Ownership of Certain
            Beneficial Owners, etc.; Item 13, Certain Relationships and Related
            Transactions.

      H.    Transitional Small Business Issuers.

      a.    In lieu of the disclosure requirements set forth under Parts I, II
            and III, a small business issuer that has not registered more than
            $10,000,000 in securities offerings in any continuous 12-month
            period since it became subject to the reporting requirements of
            Section 13 or 15(d) of the Exchange Act may include the information
            required under "Information Required in Annual Report of
            Transitional Small Business Issuers." In calculating the $10,000,000
            ceiling, issuers should include all offerings which were registered
            under the Securities Act, other than any amounts registered on Form
            S-8.

      b.    A small business issuer may provide the information set forth under
            "Information Required in Annual Report of Transitional Small
            Business Issuers" until it (1) registers more than $10 million under
            the Securities Act in any continuous 12-month period (other than
            securities registered on Form S-8), (2) elects to file on a
            non-transitional disclosure document (other than the proxy statement
            disclosure in Schedule 14A), or (3) no longer meets the definition
            of small business issuer. Non-transitional disclosure documents
            include: (1) Securities Act registration statement forms other than
            Forms SB-1, S-3 (if the issuer incorporates by reference
            transitional Exchange Act reports), S-8 and S-4 (if the issuer
            relies upon the transitional disclosure format in that form); (2)
            Exchange Act periodic reporting Forms 10-K and 10-Q; (3) Exchange
            Act registration Form 10; and (4) reports or registration statements
            on Forms 10-KSB, 10-QSB or 10-SB which do not use the transitional
            disclosure document format. A reporting company may not return to
            the transitional disclosure forms.

                                     PART I

Item  1. Description of Business

      During the 2001 year, Pedianet became virtually inactive and failed to
make any recognizable gains toward achieving its goal of providing a primary and
interactive communications resource for pediatric health related matters for a
broad spectrum of users. Instead,the company came to a standstill. Following the
election of new directors in February 2002, and the subsequent resignations and
renounciations of any claims for compensation or the acquisition of shares from
the company by the 2001 directors, the new board began to study the company's
financial posture, as well as review events which had transpired during 2000 and
2001. As a result, the new board determined that the company should redirect its
focus, begin structuring as a holding company, and actively begin seeking
diversified operating companies as merger partners or acquisitions.

                                     Page 6
<PAGE>

      During early 2002, the new board ascertained what appeared to be defects
in the process utilized to attempt to effect a merger between a newly-formed
subsidary and drpaula.com and, as a result, the new board notified the Secretary
of State for Georgia of its abandonment of that merger attempt and cancelled
3,852,202 shares which had been issued in conjunction with the merger attempt.
Subsequently, on March 4, 2002, the board identified an addiional 2,800,000
shares also issued in conjunction with the merger attempt, and notified the law
firm acting as escrow agent under the purported merger agreement not to issue
any further shares of the company which it held under the purported agreement.

      Subsequently, an action was filed in the Superior Court of Dekalb County,
Georgia by a shareholder, against the company, seeking cancellation of all
matters arising out of the purported merger between the wholly-owned subsidiary
and drpaula.com, and the new board deemed it prudent to await the resolution of
the litigation before pursuing negotiations with potential merger or acquisition
partners.

Item  2. Description of Property

      The company does not own or lease any property at present.

Item  3. Legal Proceedings.

      The company is the Defendant in the action styled: William Formyduvall vs.
Pedianet.com, Inc., In The Superior Court of Dekalb County, Georgia, Civil
Action File No.02-7554-1. This action was commenced by the shareholder to set
aside all matters occurring as a result of the purported merger between the
newly-formed subsidiary of the company and drpaula.com., on the ground that the
components of the purported merger required approval by a vote of the
shareholders and none was obtained. Should the Plaintiff succeed, the board is
advised, the company would have no obligations under the attempted merger
agreement. Should the Plaintiff fail, the board is advised, the debts incurred
and the obligations to issue shares as set forth in the company's 2001 10K would
remain outstanding.(NOTE: This 10KSB for 2002 is being filed late and,
therefore,as of the late filing date, the shareholder action has been resolved
in favor of the shareholder, nulliying the purported merger as ultra vires. See
the 10QSB filed on August 16, 2005 for the period ending June 30, 2005, for a
copy of the final order in the case.)

      Furnish the information required by Item 103 of Regulation S-B.

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

      If any matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise, furnish the following information:

      No matters were submitted to the security holders for a vote during the
fourth quarter of the fiscal year.

      (a)   The date of the meeting and whether it was an annual or special
            meeting.

                                     Page 7
<PAGE>

      (b)   If the meeting involved the election of directors, the name of each
            director elected at the meeting and the name of each other director
            whose term of office as a director continued after the meeting.

      (c)   A brief description of each matter voted upon at the meeting and
            state the number of votes cast for, against [*123] or withheld, as
            well as the number of abstentions and broker non-votes as to each
            such matter, including a separate tabulation with respect to each
            nominee for office.

      (d)   A description of the terms of any settlement between the registrant
            and any other participant (as defined in Rule 14a-11 of Regulation A
            under the Act) terminating any solicitation subject to Rule 14a-11,
            including the cost or anticipated cost to the registrant.

Instructions to Item 4.

      1.    If any matter has been submitted to a vote of security holders
            otherwise than at a meeting of such security holders, corresponding
            information with respect to such submission should be furnished. The
            solicitation of any authorization or consent (other than a proxy to
            vote at a shareholders' meeting) with respect to any matter shall be
            deemed a submission of such matter to a vote of security holders
            within the meaning of this item.

      2.    Paragraph (a) need be answered only if paragraph (b) or (c) is
            required to be answered.

      3.    Paragraph (b) need not be answered if (i) proxies for the meeting
            were solicited pursuant to Regulation 14A under the Act, (ii) there
            was no solicitation in opposition to the management's nominees as
            listed in the proxy statement, and (iii) all of such nominees were
            elected. If the registrant did not solicit proxies and the board of
            directors as previously reported to the Commission was re- elected
            in its entirety, a statement to that effect in answer to paragraph
            (b) will suffice as an answer thereto.

      4.    Paragraph (c) must be answered for all matters voted upon at the
            meeting, including both contested and uncontested elections of
            directors.

      5.    If the registrant has furnished to its security holders proxy
            soliciting material containing the information called for by
            paragraph (d), the paragraph may be answered by reference to the
            information contained in such material.

      6.    If the registrant published a report containing all of the
            information called for by this item, the item may be answered by
            reference to the information in that report.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

      Because this Form 10KSB is filed late, the issuer is unable to find any
historical data for the period covered.

                                     Page 8
<PAGE>

      (a)   (a) Furnish the information required by Item 201 of Regulation S-B
            and Item 701 of Regulation S-B as to all equity securities of the
            small business issuer sold by the small business issuer during the
            period covered by the report that were not registered under the
            Securities Act. If the Item 701 information previously has been
            included in a Quarterly Report on Form 10-Q or 10-QSB, or on a
            Current Report on Form 8-K, however, it need not be furnished.

      (b)   If required pursuant to Rule 463 (17 CFR 230.463) of the Securities
            Act of 1933, furnish the information required by Item 701(f) of
            Regulation S-B (ss.228.701(f) of this chapter).

      (c)   Furnish the information required by Item 703 of Regulation S-B
            (ss.228.703 of this chapter) for any repurchase made in a month
            within the fourth quarter of the fiscal year covered by the report.
            Provide disclosures covering repurchases made on a monthly basis.
            For example, if the fourth quarter began on January 16 and ended on
            April 15, the chart would show repurchases for the months from
            January 16 through February 15, February 16 through March 15, and
            March 16 through April 15.

Item 6. Management's Discussion and Analysis or Plan of Operation.

      a.Plan of Operation: The following discussion contains "forward-looking"
statements. Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of phraseology such as "may",
"expect", "anticipate", "esimate" or "continue", variations thereof, or
comparable terminology. All forward-looking statements are speculative and there
are risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements.

      The new board has determined that necessary components of structuring any
merger or acquisition that would provide value to the company are the
availability of unissued shares, and a minimum of debt. Accordingly, the board
intends to hold in abeyance any efforts to develop mergers or acquisitions,
except preliminary expressions of interest, pending the resolution of the
existing litigation.During the interim, and when possible, the board will
conduct other "clean up" activities, in anticipation of a favorable ruling in
the litigation.

      The directors have agreed to satisfy the company's cash requirments by way
of personally funded loans pending the litigation, and do not anticipate the
need for additional funding during the interim.

Item 7. Financial Statements.

      The company was not operational during the year. Although repeatedly
requested from the former board, no financial or other records were made
available to the new board. Accordingly, current management is unable to provide
a current financial statement. Instead, the financial statement filed with the
company's 10QSB on May 21, 2001 for the period ending March 31, 2001, , with the
addition of the $30,000.00 debt referred to in Part II, Item 8B,f, infra, and an
ajustment for the number of outstanding shares, is considered substantially
accurate pending the resolution of the litigation and that financial statement
is, therefore, incorporated by reference as a part of this Item 7.

      Furnish the information required by Item 310(a) of Regulation S-B.

                                     Page 9
<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

      Furnish the information required by Item 304(b) of Regulation S-B.

      Please see explanation in Item 7, above. NONE.

Item 8A. Controls and Procedures.

      Furnish the information required by Items 307 of Regulation S-B (17 CFR
228.307) and 308 of Regulation S-B (17 CFR 228.308).

      The company had no revenues and was not operational during the year 2002.
Management funded the company with personal funds, so that the necessity for
financial controls and financial reporting was minimal.

Item 8B. Other Information.

      a.    On Febuary 16, 2002, C. M. Benedict and James E. Cheatham were
            elected as directors.

      b.    On February 21, 2002, Harold Engel and Alan Cohen resigned as
            directors, and Mr. Engel resigned as an officer; both renounced all
            claims to compensation under any compensation agreements, as well as
            any claims for the acquisition of shares in the company; and, on
            February 21, 2002, the respective resignations of Messrs. Engel and
            Cohen were accepted by the board.

      c.    On February 21, 2002, the board adopted a Medical Reimbursement
            Plan, pursuant to Section 105 of the Internal Revenue Code.

      d.    On February 21, 2002, the board elected the following officers:

                          James E. Cheatham, President
                          C. M. Benedict, Secretary
                          James E. Cheatham, Treasuser

      e.    On February 25, 2002, the board approved a reverse split of one
            share for each three outstanding shares of the company's stock,
            effective as of that date.

      f.    On March 1, 2002,the board authorized the company to issue its
            convertible promissory note in the principal sum of $30,000.000 with
            no interest until after maturity, in favor of Incubadora del Futuro,
            S.L. in payment of accrued fees for services to the company. The
            note matures March 3, 2005 and is convertible to common shares at
            the price of $0.012 per share.

      g.    On March 4th, 2002, the board authorized the Secretary to notify the
            Secretary of State for Georgia that the company has abandoned the
            purported merger with drpaula.com., and notice was duly given.

      h.    On March 6, 2002, the board authorized the issuance to the company
            officers of 5,000,000 shares each in consideration of services
            performed on behalf of the company. The monetary value of the shares
            was less than $10,000.00.

      i.    On March 8, 2002, the board authorized the issuance of Warrants to
            the officers for the acquisition of 7,500,000 shares each of the
            company's stock over the next Five years, at par value. The monetary
            value of the shares available under the warrants was less than
            $10,000.00.

                                     Page 10
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

                  C. M. Benedict, age 68, Chairman of the Board and Secretary
                  James E. Cheatham, age 64, Director, President and Treasurer

      Both were elected as directors on February 16, 2002 , and as officers on
Febuary 21, 2002, and will serve until their successors are elected, or they are
otherwise replaced.

      During the past Five years, Mr. Benedict was the Chairman of Pedianet's
predecessor and was also engaged in private investment banking. Mr. Benedict has
not been involved in any legal proceedings of any nature, civil or criminal, in
the past Five years.

      During the past Five years, Mr. Cheatham has been the Chairman of Ragin
Ribs, Inc., also consulting for the hospitality industry utilizing his
experience gained as President of Wendy's of Atlanta. Mr. Cheatham remains a
director of Ragin' Ribs, Inc. Mr. Cheatham has not been involved in any legal
proceedings of any nature, civil or criminal, in the past Five years.

Instruction to Item 9.

      Checking the box provided on the cover page of this Form to indicate that
Item 405 disclosure of delinquent Form 3, 4, or 5 filers is not contained herein
is intended to facilitate Form processing and review. Failure to provide such
indication will not create liability for violation of the federal securities
laws. The space should be checked only if there is no disclosure in this Form of
reporting person delinquencies in response to Item 405 of Regulation S-B
(ss.228.405 of this chapter) and the registrant, at the time of filing of the
Form 10-KSB, has reviewed the information necessary to ascertain, and has
determined that, Item 405 disclosure is not expected to be contained in Part III
of the Form 10-KSB or incorporated by reference.

Item 10. Executive Compensation.

      Furnish the information required by Item 402 of Regulation S-B.

<TABLE>
<CAPTION>

                  EQUITY COMPENSATION PLAN

NOT APPROVED BY         AVERAGE WEIGHTED PRICE     NUMBER OF SHARES TO BE    NUMBER OF SECURITIES REMAINING
SECURITIES HOLDERS                                 ISSUED UNDER WARRANTS     FOR FUTURE ISSUANCE
<S>                     <C>                        <C>                       <C>
15,000,000              $0.001 PER SHARE           15,000,000                15,000,000
</TABLE>


                                     Page 11
<PAGE>

      The officers have received warrants for the purchase of shares, as above,
until 2007. There are no other compensation plans for the officers.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

      Furnish the information required by Item 201(d) of Regulation S-B and by
Item 403 of Regulation S-B.

<TABLE>
<CAPTION>
<S>                     <C>                                    <C>             <C>
       Common Shares    C. M. Benedict, Secretary & Director   2,206,339       14.17% of class
                        830-13 A1A N., #165
                        Ponte Vedra Beach,FL 32082
                        James E. Cheatham,President, CFO &     4,073,334       27.1% of class
                        Director
                        2602 B W. Azeele Ave.
                        Tampa, FL 33609
</TABLE>

Item 12. Certain Relationships and Related Transactions.

      Furnish the information required by Item 404 of Regulation S-B.

      Mr. Engel, a director and officer who rersigned during the 2002 year, was
a principal in the transaction with drpaula.com. See the company's 8K filed
April 2, 2001, dated March 16, 2001, for an explanation of Mr. Engel's
relationship.

Item 13. Exhibits.

      Furnish the exhibits required by Item 601 of Regulation S-B. Where any
financial statement or exhibit is incorporated by reference, the incorporation
by reference shall be set forth in the list required by this item. See Exchange
Act Rule 12b-23 (ss.240.12b-23 of this chapter). Identify in the list each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this form.

Item 14. Principal Accountant Fees and Services.

      Please see Item 7, above.

Furnish the information required by Item 9(e) of Schedule 14A (ss.240.14a-101 of
this chapter).

      Please see Item 7, above.

      (1) Disclose, under the caption Audit Fees, the aggregate fees billed for
each of the last two fiscal years for profession a l services rendered by the
principal accountant for the audit of the registrant's annual financial
statements and review of financial statements included in the registrant's Form
10-Q (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years.

      (2) Disclose, under the caption Audit-Related Fees, the aggregate fees
billed in each of the last two fiscal years for assurance and related services
by the principal accountant that are reasonably related to the performance of
the audit or review of the registrant's financial statements and are not
reported under Item 9(e)(1) of Schedule 14A. Registrants shall describe the
nature of the services comprising the fees disclosed under this category.

                                     Page 12
<PAGE>

      (3) Disclose, under the caption Tax Fees, the aggregate fees billed in
each of the last two fiscal years for professional services rendered by the
principal accountant for tax compliance, tax advice, and tax planning.
Registrants shall describe the nature of the services comprising the fees
disclosed under this category.

      (4) Disclose, under the caption All Other Fees, the aggregate fees billed
in each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in Items 9(e)(1) through
9(e)(3) of Schedule 14A. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.

      (5) (i) Disclose the audit committee's pre-approval policies and
procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. (ii)
Disclose the percentage of services described in each of Items 9(e)(2) through
9(e)(4) of Schedule 14A that were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

      (6) If greater than 50 percent, disclose the percentage of hours expended
on the principal accountant's engagement t o audit the registrant's financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant's full-time, permanent
employees.


                    INFORMATION REQUIRED IN ANNUAL REPORTS OF
                       TRANSITIONAL SMALL BUSINESS ISSUERS

                                     PART I

Note: Regardless of the disclosure model used, all registrants shall furnish the
financial statements required by Part F/S.

Alternative 1

      Corporate issuers may elect to furnish the information required by
Questions 1, 3, 4, 11, 28 - 43, 45, and 47 - 50 of Model A of Form 1-A, as well
as the information in Parts II an III, below.

Alternative 2

      Any issuer may elect to furnish the information required by Items 6-11 of
Model B of Form 1-A, as well as the information required by Parts II and III,
below.

                                     PART II

Item 1. Market Price of Dividends on the Registrant's Common Equity and Other
Shareholder Matters.

                                     Page 13
<PAGE>

      Furnish the information required by Item 201 of Regulation S-B.

Item 2. Description of Exhibits.

      As appropriate, the issuer should file those documents required to be
filed as Exhibit Number 2, 3, 5, 6, and 7 in Part III of Form 1- A. The
registrant also shall file:

      Additional exhibits - Any additional exhibits which the issuer may wish to
file, which shall be so marked as (12) t o indicate clearly the subject matters
to which they refer.

(13) Form F-X - Canadian issuers shall file a written irrevocable consent and
power of attorney on Form F-X.

(31) The exhibit described in paragraph (b)(31) of Item 601 of Regulation S-B.
(32) The exhibit described in paragraph (b)(32) of Item 601 of Regulation S-B.

Item 3. Changes in and Disagreements with Accountants.

      Furnish the information required by Item 304(b) of Regulation S-B, if
applicable.

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

      If any matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise, furnish the following information:

      (a)   The date of the meeting and whether it was an annual or special
            meeting.

      (b)   If the meeting involved the election of directors, the name of each
            director elected at the meeting and the name of each other director
            whose term of office as a director continued after the meeting.

      (c)   A brief description of each other matter voted upon at the meeting
            and the number of affirmative votes and the number of negative votes
            cast with respect to each such matter.

      (d)   A description of the terms of any settlement between the registrant
            and any other participant (as defined in Rule 14a-11 of Regulation A
            under the Act) terminating any solicitation subject to Rule 14a-11,
            including the cost or anticipated cost to the registrant.

Instructions to Item 4.

      1.    If any matter has been submitted to a vote of security holders
            otherwise than at a meeting of such security holders, corresponding
            information with respect to such submission should be furnished. The
            solicitation of any authorization or consent (other than a proxy to
            vote at a shareholders' meeting) with respect to any matter shall be
            deemed a submission of such matter to a vote of security holders
            within the meeting of this item.

      2.    Paragraph (a) need be answered only if paragraph (b) or (c) is
            required to be answered.

                                     Page 14
<PAGE>

      3.    Paragraph (b) need not be answered if (i) proxies for the meeting
            were solicited pursuant to Regulation 14A under the Act, (ii) there
            was no solicitation in opposition to the management's nominees as
            listed in the proxy statement, and (iii) all of such nominees were
            elected. If the registrant did not solicit proxies and the board of
            directors as previously reported to the Commission was re- elected
            in its entirety, a statement to that effect in answer to paragraph
            (b) will suffice as an answer thereto.

      4.    Paragraph (c) need not be answered as to procedural matters or as to
            the selection or approval of auditors.

      5.    If the registrant has furnished to its security holders proxy
            soliciting material containing the information called for by
            paragraph (d), the paragraph may be answered by reference to the
            information contained in such material.

      6.    If the registrant published a report containing all of the
            information called for by this item, the item may be answered by
            reference to the information in that report.

Item 5. Compliance with Section 16(a) of the Exchange Act.

      Furnish the information required by Item 405 of Regulation S-B.

                                    Part F/S

      Furnish the information required by Item 310(a) of Regulation S-B.

                                    Part III

Item 1. Index to Exhibits.

(a) An index to the exhibits should be presented.

(b) Each exhibit should be listed in the exhibit index according to the number
assigned to it in Part III of Form 1-A or under Item 2, below.

(c) The index to exhibits should identify the location of the exhibit under the
sequential page numbering system for this Form 10-KSB.

(d) Where exhibits are incorporated by reference, the reference shall be made in
the index of exhibits.

Instructions.

      1.    Any document or part thereof filed with the Commission pursuant to
            any Act administered by the Commission may, subject to the
            limitations of Rule 24 of the Commission's Rules of Practice, be
            incorporated by reference as an exhibit to any registration
            statement.

      2.    If any modification has occurred in the text of any document
            incorporated by reference since the filing thereof, the issuer shall
            file with the reference a statement containing the text of such
            modification and the date thereof.

      3.    Procedurally, the techniques specified in Rule 12b-23 shall be
            followed.

Item 2. Description of Exhibits.

      As appropriate, the issuer should file those documents required to be
filed as Exhibit Number 2, 3, 5, 6, and 7 in Part III of Form 1-A. The
registrant also shall file:

                                     Page 15

<PAGE>

      (12) Additional exhibits - Any additional exhibits which the issuer may
wish to file, which shall be so marked as to indicate clearly 9 the subject
matters to which they refer.

      (13) Form F-X - Canadian issuers shall file a written irrevocable consent
and power of attorney on Form F-X.


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

      Pedianet.com, Inc.
      -------------------------------------------------------
                 (Registrant)


      By       C.M. Benedict, Shareholder-in-Control
               ----------------------------------------------
                             (Signature and Title)*


      Date     December 29, 2005

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

      By       C.M. Benedict, Shareholder-in-Control
               ----------------------------------------------
                             (Signature and Title)*


      Date     December 29, 2005



      By
               ----------------------------------------------
                             (Signature and Title)*


      Date
               ----------------------------------------------

* Print the name and title of each signing officer under his signature.


Supplemental information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act By Non-reporting Issuers

                                     Page 16

<PAGE>

      (a)   Except to the extent that the materials enumerated in (1) and/or (2)
            below are specifically incorporated into this Form by reference (in
            which case, see rule 12b-23(b)), every issuer which files an annual
            report on this Form under Section 15(d) of the Exchange Act shall
            furnish the Commission for its information, at the time of filing
            its report on this Form, four copies of the following:

            (1)   Any annual report to security holders covering the
                  registrant's last fiscal year; and

            (2)   Every proxy statement, form of proxy or other proxy soliciting
                  material sent to more than ten of the registrant's security
                  holders with respect to any annual or other meeting of
                  security holders.

      (b)   The Commission will not consider the material to be "filed" or
            subject to the liabilities of Section 18 of the Exchange Act, except
            if the issuer specifically incorporates it in its annual report on
            this Form by reference.

      (c)   If no such annual report or proxy material has been sent to security
            holders, a statement to that effect shall be included under this
            caption. If such report or proxy material is to be furnished to
            security holders subsequent to the filing of the annual report on
            this Form, the registrant shall so state under this caption and
            shall furnish copies of such material to the Commission when it is
            sent to security holders.














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