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                                  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 31 December 2005


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

          For the transition period from ____________ to ____________

                         Commission file number 0-29951


                           MORGAN EQUITIES GROUP, 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 North, #165,
        Ponte Vedra Beach, FL                                   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


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


                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)



--------------------------------------------------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.

Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

Persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB
control number.

<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 X No [ ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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 1
0-KSB or any amendment to this Form 1 0-KSB. X

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes X No [ ]

State issuer's revenues for its most recent fiscal year.

      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.)

      As of December 2, 2005, the total non-affiliate market value, computed at
the average bid and asked price was $137,990.

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)

      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. N/A 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 December 31, 2005 there were 4,599,694 shares outstanding


                       DOCUMENTS INCORPORATED BY REFERENCE

      If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 1 0-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 1 2b-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 1 3a-1 0 or 1 5d-10 of the Exchange Act (ss.ss.240.1 3a-1 0
or 240. 1 5d-10 of this

                                       2
<PAGE>

                                     PART I

Item 1. Description of Business.

Morgan Equities Group, Inc. has been restructured to become a holding company of
diversified, operating businesses which seek the benefits of operating as
publicly-traded companies, but cannot justify the initial expense involved in
attaining, or the ongoing expense and labor involved in maintaining, public
status, and are willing to become subsidiaries of an existing public company in
order to acquire such benefits. Current management is pursuing suitable
prospects for acquisition, and will continue to do so.

No additional funds will be required for the acquisitions, and management does
not anticipate a need to raise additional funds in the next twelve months.

Item 2. Description of Property.

No property owned by Registrant as of the end of the reporting year.

Item 3. Legal Proceedings.

The company is not a party to, or involved in, any legal proceedings as of the
end of the reporting period.

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

There were no matters submitted to a vote of security holders during the
reporting period.

      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 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-1 1 of Regulation A under
      the Act) terminating any solicitation subject to Rule 14a-1 1, 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.

                                       3
<PAGE>

      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.

During the reporting period, the company's stock was traded over-the-counter on
the Pink Sheets under the symbol PDNC until on or about August, 2005, when the
name was changed and a new symbol, MRGG, assigned. During the reporting period,
the shares traded between $0.01 and $0.05 per share. On September 19 , 2005 the
Company effected a reverse split of 1 share for each 100 shares outstanding,
rounded to the next whole share to eliminate fractional shares, and the then
Company management subsequently issued 6, 000,000 additional shares, bringing
the total outstanding as of December 2, 2005 to 9, 099,694 shares, of which
4,500,000 shares were cancelled for failure of consideration., thus leaving
4,599,694 shares outstanding as of December 31st, 2005.

      (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 1 0-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

Effective August 1, 2005, the Company's Articles of Incorporation were amended
to change the name of the Company from Pedianet.com, Inc., to Morgan Equities
Group, Inc., and the Company's trading symbol was subsequently changed from PDNC
to MRGG. On August 26, 2005, Kevin T. Neal and David Alexander were elected as
Directors and on August 27, 2005, C.M. Benedict resigned as a Director and from
all offices held in order to pursue other business interests. On August 27,
2005, Kevin T. Neal was elected President and David Alexander was elected
Secretary. On December 2, 2005, Kevin T. Neal and David Alexander were removed
as Directors and Officers pursuant to the Company's By- Laws, and C.M. Benedict
became Shareholder-in-Control, with authority to operate the Company for not
more than 60 days in that capacity, subject to the By-law limitations on such
authority as to binding contracts of more than 60 days and with no authority to
establish policy for the Company. On December 2, 2005, the
Shareholder-in-Control authorized the cancellation of 4,500,000 shares of the
Company's stock for failure of consideration. Thereafter, the
Shareholder-in-Control renewed negotiations with prospective acquisition
candidates.

Furnish the information required by Item 303 of Regulation S-B.

Item 7. Financial Statements

                                       4
<PAGE>

                           MORGAN EQUITIES GROUP, INC.

                               FINANCIAL STATEMENT

                          Year Ended December 31, 2005


Assets

Current Assets:

            Cash                                                             -0-
            Total Current Assets                                             -0-
            Goodwill (From 10QSB, 5/21/01)                              $573,365
Total Assets                                                            $573,365

                           Liabilities and Shareholders' Equity

Current Liabilities:

            Notes Payable(1)                                            $   8460
Total Current Liabilities                                               $   8460

Shareholders' Equity
            Preferred Stock, par value $0.10,
            10,000,000 authorized,
            outstanding 8 shares                                        $      1
            Common Stock, par value $0.001,
            50,000,000 authorized,
            outstanding 4,599,694                                       $  4,600

Total Shareholders' Equity                                              $560,304

Total Liabilities and Shareholders' Equity                              $573,365


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

N/A

Furnish the information required by Item 3 04(b) of Regulation S-B.

Item 8A. Controls and Procedures.

Management has continued the self-effecting controls described in previous
reports.


Item 8B. Other Information

None known


-------------------------------
(1) C. M. Benedict holds a convertible promissory note in the principal amount
of $5,125, with interest at 6% since November Nov. 1, 2003. There remains due
$1,500, plus interest from the due date. C.M. Benedict also holds a convertible
promissory note in the principal amount of $6,037.35, with no interest until
February, 2006.

                                       5
<PAGE>

The small business issuer must disclose under this item any information required
to be disclosed in a report on Form 8-K during the fourth quarter of the year
covered by this Form 1 0-KSB, but not reported, whether or not otherwise
required by this Form 1 0-KSB. If disclosure of such information is made
underthis item, it neednotbe repeated in areporton Form8-Kwhich would otherwise
be required to be filed with respect to such information or in a subsequent
report on Form 10-KSB.


                                    PART III

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

The following table sets forth information regarding the officers and directors
of the company during the reporting period, excluding the period of August 27,
2005 to December 1, 2005 when Mr. Neal and Mr. Alexander were the only officers
and directors.

     Name             Age      Title            Five Year Business Experience
     ------------------------------------------------------------------------

     C. M. Benedict   71       Director, CEO    Since 2002, Mr. Benedict has
                                                been a director and officer of
                                                registrant, and was a director
                                                and officer of registrant's
                                                predecessor until 2000, when he
                                                retired.




      Furnish the information required by Items 401, 405 and 406 of Regulatin
S-B (ss.ss.228.401, 228.405, and 228.406 of this chapter).


      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 information necessary to ascertain, and has determined
that, Item 405 disclosure is not expected to be contained in Part III of the
Form 1 0-KSB or incorporated by reference.

                                       6
<PAGE>

Item 10. Executive Compensation.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 Mr. Benedict has served without
compensation since 2002.

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

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters. As of December 2, 2005, Mr. Benedict was the
beneficial owner of 1,254,600 shares.

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

Item 12. Certain Relationships and Related Transactions.

      Current management has none of the requested information and assumes that
the information reported in the company's 10KB for 2000 remains accurate as of
this reporting period.

Furnish the information required by Item 404 of Regulation S-B. Item 13.
Exhibits.

None.

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 forthin the list required by this item. See Exchange Act
Rule 12b-23 (ss.240. 12b-23 ofthis 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

None

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

(1)   Disclose, under the caption Audit Fees, the aggregate fees billed for each
      of the last two fiscal years for professional 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 1 0-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.
(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.

                                       7
<PAGE>

(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 engage






























                                       8

<PAGE>


(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-1 1 of Regulation A under
      the Act) terminating any solicitation subject to Rule 14a-1 1, 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.

      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.

No exhibits appended.

(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 1 0-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.

                                       9
<PAGE>

Item 2. Description of Exhibits.

No exhibits are appended.

      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:

      (12)  Additional exhibits - Any additional exhibits which the issuer may
            wish to file, which shall be so marked as to 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.


                                   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.



                                     Morgan Equities Group, Inc.
                                     -------------------------------------------

                                     Registrant

                                     by: C.M. Benedict, President
                                         ---------------------------------------
                                                 (Signature and Title)*




                                     Date March 23, 2006
                                          --------------------------------------

      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, President
                                          --------------------------------------
                                                 (Signature and Title)*


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



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

                                     Date     March 23, 2006
                                          --------------------------------------

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


                                       10