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, 2004**


**OR**


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


**1934**




**For
        the transition period from N/A to N/A**
 **Commission
          file number: 0-29951**






**PEDIANET.COM,
                  INC.**(Name
                  of Small Business Issuer in Its
                  Charter)






**GEORGIA**
            **58-1727874**(State
                or Other Jurisdiction of
                Incorporation or Organization)
            (I.R.S.
                Employer Identification No.)





**830-13
                  A1A North, No. 165, Ponte
                  Vedra Beach, FL**
              **32082**(Address
                  of principal executive offices)
              (zip
                  code)





Issuer’s
      Telephone Number, Including Area Code: **(404)
      583-0404**





Securities
      registered pursuant to Section 12(b) of the Act: **NONE**





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





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
      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 year. NONE


The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant as of December 31, 2004 was approximately $234,478 based upon the
      closing price per share of the Common stock of $0.009 on that date. There were
      26,053,096 shares of the registrant’s Common Stock issued and outstanding as of
      December 31, 2004.





Transitional
      Small Business Disclosure Format (check one) YES ___ NO X








1




TABLE
      OF
      CONTENTS


``



PART
              I
            2Item
              1. Description of Business
            3Item
              2. Forward Looking Statements
            3PART
              IIItem
              3. Management’s Discussion and Analysis or Plan of Operation
            4Item
              4. Financial Statements
            6Item
              5. Controls and Procedures
            7PART
              IIIItem
              6. Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act
            8Item
              7. Executive Compensation
            8Item
              8. Security Ownership of Certain Beneficial Owners and Management and
              Related Stockholder Matters
            9Item
              9. SIGNATURES
            11


``

2








**PART
      I**


**Item
      1. Description of Business.**




**OVERVIEW**




One
      year 1  after
      the final decision in *Formyduvall
      vs. Pedianet.com, Inc., Civil Action File No. 02-7554-1,* In
      the
      Superior Court of Dekalb County, Georgia, a copy of which is attached to Item
      1,
      above, the purported merger and obligations to issue additional shares involving
      Pedianet Acquisition Corp. and Dr. Paula.com Inc., described in detail in former
      management's 10-QSB filed on May 21, 2001, were nullified and current management
      began seeking suitable partners to acquire or merge with the
      company.





As
      a
      result, there are currently in effect two non-binding letters of intent to
      acquire controlling interests in other companies: one with Carmel Energy, Inc.,
      which holds natural gas and heavy crude oil rights in Missouri, currently being
      operated at adequate minimum levels to retain those rights; and, the other
      with
      Manchester Holdings, Inc., which operates a 25,000 sq. ft. entertainment venue
      in Alabama.





In
      the
      next twelve months, management intends to pursue these agreements to
      consummation as soon as is reasonably practicable, while continuing to seek
      other suitable prospective partners.





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





**PRODUCTS
      AND SERVICES**




**Tools
      Business**


To
      be
      determined.




**Enterprise
      Business**


To
      be
      determined.




**COMPETITION**


To
      be
      determined.




**GOVERNMENT
      REGULATION**


To
      be
      determined.




**PROPRIETARY
      RIGHTS**


NONE




**EMPLOYEES**


The
      company has no employees currently.





**Item
      2. FORWARD LOOKING STATEMENTS**


Statements
      contained herein regarding the acquisitions contemplated, or additional
      acquisitions or mergers to be sought in the next twelve months, may be
      considered "forward looking" statements, such as statements relative to
      Pedianet's ability to enter into definitive agreements with Camel Energy or
      Manchester Holdings, whether and





3




when
      either transaction will close, its impact on Pedianet's financial condition,
      whether Pedianet will obtain additional prospects for acquisition or merger,
      and
      other factors which could cause actual results to differ materially from
      historical experience or from future expectations expressed or implied by such
      forward-looking statements. Potential risks and uncertainties include, but
      are
      not limited to, the continuation of the necessary regulatory approvals to
      operate the businesses of Carmel Energy and Manchester Holdings, the ability
      of
      Pedianet, Carmel Energy and Manchester Holdings


to
      successfully operate their respective businesses, the amounts and timing of
      the
      infusion of any additional capital Carmel Energy or Manchester Holdings might
      require in the future, and other factors which could reasonably be expected
      to
      influence the performance of any business enterprise.





**PART
      II.**


**Item
      3. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





One
      year 1  after
      the final decision in *Formyduvall
      vs. Pedianet.com, Inc., Civil Action File No. 02-7554-1,* In
      the
      Superior Court of Dekalb County, Georgia, a copy of which is attached to Item
      1,
      above, the purported merger and obligations to issue additional shares involving
      Pedianet Acquisition Corp. and Dr. Paula.com Inc., described in detail in former
      management's 10-QSB filed on May 21, 2001, were nullified and current management
      began seeking suitable partners to acquire or merge with the
      company.





As
      a
      result, there are currently in effect two non-binding letters of intent to
      acquire controlling interests in other companies: one with Carmel Energy, Inc.,
      which holds natural gas and heavy crude oil rights in Missouri, currently being
      operated at adequate minimum levels to retain those rights; and, the other
      with
      Manchester Holdings, Inc., which operates a 25,000 sq. ft. entertainment venue
      in Alabama.





In
      the
      next twelve months, management intends to pursue these agreements to
      consummation as soon as is reasonably practicable, while continuing to seek
      other suitable prospective partners.





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





**RESULTS
      OF OPERATIONS**


The
      company has essentially been inactive in respect to operations. The only
      activity has been in the area of merger pursuits.





4





**Risk
      Factors**




WE
      HAVE A
      LIMITED OPERATING HISTORY AND THERE IS A GREAT DEGREE OF UNCERTAINTY AS TO
      OUR
      FUTURE RESULTS. WE HAVE EXPERIENCED MINIMAL PROFITS RECENTLY AND MAY NEVER
      ACHIEVE SUSTAINED PROFITABILITY.




We
      have a
      limited operating history upon which an evaluation of our business and prospects
      can be based. Our prospects must be evaluated with a view to the risks
      encountered by a company in an early stage of development, particularly in
      light
      of the uncertainties relating to the new and evolving markets in which we intend
      to operate and in light of the uncertainty as to market acceptance of our
      business model. We will be incurring costs in marketing our products and
      services to customers and in building and developing an administrative
      organization. To the extent that revenues do not match these expenses, our
      business, results of operations, and financial conditions will be materially
      adversely affected. There can be no assurance that we will be able to generate
      sufficient revenues from the Tools business or Enterprise business to maintain
      profitability on a quarterly or annual basis in the future. We may not be able
      to sustain or increase profitability on a quarterly basis or achieve
      profitability on an annual basis.




WE
      EXPECT
      HIGH VARIABILITY AND UNCERTAINTY AS TO OUR FUTURE OPERATIONS AND FINANCIAL
      RESULTS.




Failure
      to continue to operate profitably on an annual basis may adversely affect the
      market price of our common stock and our ability to raise capital and continue
      operations. We expect high variability and uncertainty as to our future
      operations and financial results. As we continue to develop and market our
      business, our quarterly operating results may fluctuate as a result of a variety
      of factors. Many of these factors are outside our control, including demand
      for
      the development of new products and services by our competitors, price
      competition or pricing changes in the industry, technical difficulties or system
      downtime, general economic conditions, and economic conditions specific to
      the
      Internet and related media. Due to these factors, among others, our operating
      results may fall below our expectations and the expectations of
      investors.





We
      believe that various factors may cause the market price of our common stock
      to
      fluctuate, including announcements of:


-
      New
      products by us or our competitors;


-
      Developments or disputes concerning intellectual property proprietary
      rights;


-
      Our
      failing to achieve our operational milestones; and


-
      Changes
      in our financial conditions or securities analysts'
      recommendations.




The
      stock
      markets, in general, and the shares of Internet companies, in particular, have
      experienced extreme price fluctuations. These broad market and industry
      fluctuations may cause the market price of our common stock to decline. In
      addition, the low trading volume of our stock will accentuate price swings
      of
      our stock.




5





**Item
      4. Financial Statements.**


**PEDIANET.COM,
      INC.**


**FINANCIAL
      STATEMENTS**


**YEARS
      ENDED DECEMBER 31, 2004 AND 2003**





**(Explanatory
      Note:** When,
      and
      since, current management assumed control, the company has had no assets, no
      revenues and has not been operational. All funds have been furnished by current
      management from the personal accounts of management, as funds became necessary,
      and some debts have been converted to equity. Accordingly, management has no
      data with which to furnish an income or operating statement other than as
      furnished in the explanations to the Balance Sheet.)





**Assets**
            **12/31/04**
            **12/31/03**Current
              Assets:Cash
            -0-
            -0-Total
                Current Assests
            -0-
            -0-Goodwill
                (from 10-QSB, 5/21/01)
            $
                573,365
            $
                573,365Total
                Assets
            $ 573,365
            $
                573,365**Liabilities
                and Shareholder's Equity**Current
                Liabilities:Note
                payable1
            $
                5,125
            $
                5,125Accrued
                Interest
            $
                820
            $
                820Total
                Current Liabilities
            $
                5,945
            $
                5,945Long
                Term Liabilities
            $
                121,625
            $
                121,625Total
                Liabilities
            $
                133,515
            $
                133,515Committments
                and Contigencies:Shareholder's
                Equity (Deficiency)Preferred
                stock, par value $0.10, 110,000 shares authorized, outstanding
                558
            $
                56
            $
                56Common
                stock, par value $0.001, outstanding 30,000,000
            $
                3,000
            $
                3,000Additional
                Paid in Capital
            -0-DeficitTotal
                Shareholder's Equity (Deficit)
            $
                436,794
            $
                436,794Total
                Liabilities and Shareholder's Equity
            $
                573,365
            $
                573,365


1 C. M.
        Benedict holds a convertible promissory note issued 1 August 2003 in the
        principal sum of  $5,125
        in
        payment of his compensation during 2002. The note came due Nov. 1, 2003,
        and is
        accruing interest
        at 6% per annum since the due date. Principal and interest can be converted,
        in
        whole or in part,
        to
        common shares at the sole option of the holder.
  6




**Item
      5. Controls and Procedures.**




Until
      the
      present time there were no reporting controls or procedures in place, so that
      Pedianet's reporting posture is delinquent. Realization of this status has
      elicited from management a schedule for the filing of delinquent reports with
      all deliberate speed, while maintaining future reports on a current
      basis.





During
      the fourth quarter of 2005, reporting is to be turned over to outside personnel
      experienced in the requirements of SEC reporting, so that the
      company's


reporting
      obligations can be fully and accurately fulfilled, under the supervision of
      management.





Because
      of its operationally inactive status and the fact that management has been
      its
      only source of funds, the company's financial matters have been simple, and
      financial controls self-effecting, requiring only the maintenance of records
      that fairly and accurately reflect the company's transactions, in the form
      of
      corporate minutes authorizing the use of any funds or actual proofs of
      payment.





Financial
      reporting will also be outsourced during the fourth quarter of 2005 so that
      the
      company's financial statements can be prepared according to generally accepted
      accounting principles.





**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**





There
      are
      no current legal proceedings against or on behalf of the company.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





None





**Item
      3. Defaults Upon Senior Securities**





None





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





None





7





**PART
      III**


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




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
      directors, and persons who own more than 10% of a registered class of the
      Company’s equity securities, to file certain reports regarding ownership of, and
      transactions in, the Company’s securities with the Securities and Exchange
      Commission (the “SEC”). Such officers, directors and 10% stockholders are also
      required by SEC rules to furnish the Company with copies of all Section 16(a)
      forms that they file. Based solely on its review of copies of Forms 3 and 4
      and
      amendments thereto furnished to the Company pursuant to Rule 16(a) - (e) and
      Forms 5 and amendments thereto furnished to the Company with respect to the
      last
      fiscal year, and any written representations referred to in Item 405(b)(2)(i)
      of
      Regulation S-B stating that no Forms 5 were applicable to the Company’s
      officers, directors and 10% stockholders were complied with.




Since
      July 31, 2003, the company's sole director and executive officer has been C.
      M.
      Benedict, age 71, who serves as Chairman, CEO and Secretary of the
      company. Mr.
      Benedict has been a director and the Secretary continuously since February
      20,
      2002. He became the CEO and sole officer and director upon the resignation
      of
      James E. Cheatham as an officer and director on July 28, 2003. Mr. Cheatham
      resigned in order to devote his full time other business.





**Item
      7. Executive Compensation.**


**Director
      Compensation**




Mr.
      Benedict was an officer and director of the Registrant's predecessor, having
      become involved with that company in 1991, and remained as an officer and
      director until December, 2000. In 2001 Mr. Benedict retired from business,
      until
      his election as a director on February 20, 2002. During the years 2002 and
      2003,
      Mr. Benedict accepted compensation based upon $1,000.00 per month for his
      services, all of which has been converted to equity except for the outstanding
      convertible promissory note described in the financial information, above.
      Since
      2003, Mr. Benedict has served without compensation.





During
      the past five years, Mr. Benedict has had no involvement in any legal
      proceedings which would be material to an evaluation of his ability or
      integrity.





Mr.
      Benedict is currently the beneficial owner of 7,798,314 shares of the company's
      common stock.





Mr.
      Benedict's son, Cambion M. Benedict, who has attained the age of majority and
      is
      not a member of Mr. Benedict's household, is currently the beneficial owner
      by
      way of gift from Mr. Benedict, of 6,291,080 shares of the company's common
      stock.




8




**Option
      Grants in Last Fiscal Year**


There
      were no grants of stock options or warrants to any of the executive officers
      named in the compensation table above during year 2004.




**Aggregated
      Option Exercises In Last Fiscal Year And Fiscal Year End Option
      Values**


The
      following table sets forth information concerning warrants held by the executive
      officers named in the summary compensation table at December 31, 2004. The
      value
      of unexercised in-the-money options and warrants is based on a value of $0.001
      per share, the fair market value of our common stock as of December 31, 2004,
      as
      determined by our board of directors minus the actual per share exercise prices,
      multiplied by the number of shares underlying the option or warrant. The listed
      options and warrants
      were granted in October 2003.





**Warrants**  **Name**


--
      --
      7,500,000 -- -- -- C.M. Benedict, Executive Officer, President and
      Director





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


The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock at April 15, 2004, by (i) each of our directors and named executive
      officers; (ii) all of our directors and executive officers as a group, and
      (iii)
      each person or group known to us to own beneficially more than 5% of the
      outstanding common stock.




**Name
      And Address Of** **Beneficial
      Owner**


**Amount
      And Nature Of Beneficial** **Ownership
      Percent Of Class**




C.M.
      Benedict 17,326,244 58%





**Item
      9. SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





**CERTIFICATIONS
      PURSUANT TO** **RULES
      13a-14 AND 15d-14 OF THE** **SECURITIES
      EXCHANGE ACT OF 1934, AS AMENDED,** **AS
      ADOPTED PURSUANT TO** **SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




I,
      C.M.
      Benedict, certify that:


1.
      I have
      reviewed this annual report on Form 10-KSB of Pedianet.com, Inc.:


2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual
      report;


3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the small business
      issuer as of, and for, the periods presented in this annual report;




9




4.
      The
      small business issuer’s other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-14 and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the
      registrant and have: a) designed such disclosure controls and procedures, or
      cause such disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the small business
      issuer, including its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in which this annual
      report is being prepared; b) designed such internal control over financial
      reporting, or caused such internal control over financial reporting to be
      designed under our supervision, to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles; c) evaluated the effectiveness of the small business issuer’s
      disclosure controls and procedures and presented in this report our conclusions
      about the effectiveness of the disclosure controls and procedures, as of the
      end
      of the period covered by this report based on such evaluation; and


d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting;


5.
      The
      small business issuer’s other certifying officers and I have disclosed, based on
      our most recent evaluation over financial reporting, to the small business
      issuer's auditors and the audit committee of the small business issuer's board
      of directors (or persons performing the equivalent functions): a) all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process,
      summarize and report financial information; and b) any fraud, whether or not
      material, that involves management or other employees who have a significant
      role in the small business issuer's internal control over financial
      reporting.






Date: 
              September 8, 2005/s/
              C.M. BENEDICTBy:
              C.M. BenedictChief
              Executive Officer





**CERTIFICATIONS
      PURSUANT TO** **18
      U.S.C. SECTION 1350,** **AS
      ADOPTED PURSUANT TO** **SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**




In
      connection with the Annual Report of Pedianet.com, Inc. (the "Company") on
      Form
      10-KSB for the year ending December 31, 2004, as filed with the Securities
      and
      Exchange Commission on the date hereof (the "Report"), I, C.M. Benedict, Chief
      Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
      that:




10
 
  (1)
        The
        Report fully complies with the requirements of Section 13(a) or 15(d) of
        the
        Securities and Exchange Act of 1934; and (2) The information contained in
        the
        Report fairly presents, in all material respects, the financial condition
        and
        results of operations of the Company.




Date: 
              September 8, 2005/s/
              C.M. BENEDICTBy:
              C.M. BenedictChief
              Executive Officer




A
      SIGNED
      ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT
      AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS
      IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED
      BY SECTION 906, HAS BEEN PROVIDED TO PEDIANET.COM, INC. AND WILL BE RETAINED
      BY
      TRIBEWORKS, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR
      ITS
      STAFF UPON REQUEST.










**SIGNATURE**Pedianet.com
              Inc.(Registrant)Date: 
              September 8, 2005/s/C.M.
              BenedictC.M.
              Benedict, CEO/ Chairman




11