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 2001

| |   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


                               Pedianet.Com, Inc.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)


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

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:

================================================================================
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 | | No |X|

      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 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.)

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 May 1, 2001 there were 35,041,716 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 c

                                       2
<PAGE>


C.    SIGNATURE AND FILING OF REPORT.

1.    File three "complete"copies and five "additional"copies ofthe 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 otherpapers and
      documents. An"additional"copy excludes exhibits. One ofthe 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 1 2b- 11 concerning
      manual signatures under powers of attorney.

3.    Small business issuers are requested to indicate in a transmittal letter
      with the Form 1 0-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.

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 1 5d-21 of the Exchange Act.

E.    INFORMATION TO BE INCORPORATED BYREFERENCE.

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 reportto securityholders furnishedto the
            CommissionunderRule 14a-3(b) orRule 14c-3(a) oftheExchange 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-1 01, Schedule 14A) ordefinitive information
      statement (filed ortobe filedpursuantto ss.240. 14c-1 01, 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 withinthe 120-dayperiod, the
      information calledforinPartIII informationmustbe filed aspartoftheForm1
      0-KSB, oras anamendment 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.

                                       3
<PAGE>

F.    INTEGRATED REPORTS TO SECURITY HOLDERS.

      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 1 0-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 1 0-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.    Ifan electronic filer files anyportion of an annual report to security
      holders in combination with the required information ofForm 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 1 0-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
            andwhichhas filedallthematerialrequiredtobe filedunder sections
            13,14 or 15(d), as applicable, andwhich is named inconjunction 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 1
            0-KSB, a statement that the registrant meets the conditions set
            forth in General Instruction G(1)(a) and (b) of Form 1 0-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 1
            0-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.

      (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.

                                       4
<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

PEDIANET.COM, INC. WAS ENVISIONED AS AN INTERNET PROVIDER OF PEDIATRIC
INFORMATION TO BOTH CONSUMERS AND PROFESSIONALS, WITH ITS PRIMARY FOCUS ON
EXPEDIENT INTERNET DELIVERY OF UP-TO-DATE INFORMATION. DURING THE 2001 YEAR, THE
COMPANY FAILED TO DEVELOP AS PLANNED.

ITEM 2.   DESCRIPTION OF PROPERTY.

CURRENT MANAGEMENT KNOWS OF NO PROPERTY OWNED BY REGISTRANT AS OF THE END OF THE
REPORTING YEAR.

ITEM 3.   LEGAL PROCEEDINGS.

THE COMPANY IS NOT KNOWN TO HAVE BEEN 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 KNOWN 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.

                                       5
<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 ON THE OTCBB UNDER
THE SYMBOL PEDN. AS OF DECEMBER 31, 2000, THERE WERE APPROXIMATELY 301 HOLDERS
OF THE COMMON STOCK. INASMUCH AS THIS REPORT IS BEING FILED IN ARREARS, PRESENT
MANAGEMENT HAS NO HISTORY OF THE STOCK VALUES FOR THE REPORTING PERIOD.

      (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.

AS OF MARCH 31, 2001, THE COMPANY HAD NO REVENUE, NOR DID IT APPEAR TO BE
OPERATING AS PROPOSED. CURRENT MANAGEMENT CAN DISCERN NO ARTICULABLE PLAN OF
OPERATION EFFECTED BY THE COMPANY DURING THE REPORTING PERIOD, NOR HAS PRIOR
MANAGEMENT PROVIDED ANY SUCH INFORMATION.

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

ITEM 7.   FINANCIAL STATEMENTS.

THE LAST FINANCIAL STATEMENT FOR ANY PORTION OF THE REPORTING PERIOD WAS FILED
WITH THE COMPANY'S 10QSB IN MAY, 2001. ALTHOUGH REPEATEDLY REQUESTED FROM THE
FORMER BOARD, NO OTHER FINANCIAL OR OTHER RECORDS HAVE BEEN MADE AVAILABLE TO
CURRENT MANAGEMENT.

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

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

CURRENT MANAGEMENT KNOWS OF NO CHANGES IN OR DISAGREEMENTS WITH THE COMPANY'S
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS FOR THE REPORTING PERIOD.

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

ITEM 8A. CONTROLS AND PROCEDURES.

CURRENT CONTROLS AND PROCEDURES WERE PUT IN PLACE BY PRESENT MANAGEMENT
SUBSEQUENT TO THE REPORTING PERIOD COVERED BY THIS

                                       6
<PAGE>

REPORT. SINCE 2001, THE REQUIREMENTS OF THIS ITEM 8A HAVE BEEN CHANGED.



      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).

ITEM 8B. OTHER INFORMATION.

      NONE KNOWN.

      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 AS OF MAY 18, 2001 , TO THE BEST OF CURRENT MANAGEMENT'S
KNOWLEDGE.

<TABLE>
<CAPTION>

       NAME             AGE       TITLE                 FIVE YEAR BUSINESS EXPERIENCE
       ------------------------------------------------------------------------------
<S>                    <C>        <C>                  <C>
HAROLD ENGEL            UNK.      CEO/DIRECTOR MR.      ENGEL'S PRIOR BUSINESS EXPERIENCE IS NOT KNOWN


STEVEN RICHTER            58      DIRECTOR              WHOLESALE CONSUMER ELECTRONICS FOR 21 YEARS AND
                                                        PEDIANET MARKETING DIRECTOR FOR 5 YEARS.

ALAN G. COHEN           UNK.      DIRECTOR              ACCOUNTANT

JAMES KIRSHCH           UNK.      DIRECTOR              CEO OF IMATERNITY.COM, INC.

ALEXANDER ACKERMAN        52      DIRECTOR              PRESIDENT OF GREYCOURT, INC.

</TABLE>

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).



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<PAGE>

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 1 0-KSB or incorporated by reference.

ITEM 10.  EXECUTIVE COMPENSATION.

ALTHOUGH VARIOUS EXECUTIVE COMPENSATION AGREEMENTS WERE IN EFFECT DURING THE
REPORTING PERIOD, ALL EXECUTIVES HAVE SINCE WAIVED ANY CLAIMS UNDER THOSE
AGREEMENTS, AND CURRENT MANAGEMENT KNOWS OF NO COMPENSATION PAID TO ANY
EXECUTIVE DURING THE PERIOD.

      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.

CURRENT MANAGEMENT HAS NONE OF THE REQUESTED INFORMATION, AND ASSUMES THAT THE
INFORMATION CONTAINED IN THE COMPANY'S 10KB FOR 2000 REMAINED ACCURATE AS OF
THIS REPORTING PERIOD.

      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 REMAINED 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.



CURRENT MANAGEMENT HAS NONE OF THE INFORMATION REQUESTED. HOWEVER, IN THE
LITIGATION STYLED FORMYDUVALL V. PEDIANET.COM, INC., IN THE SUPERIOR COURT OF
DEKALB COUNTY, GEORGIA, CASE FILE NO. 02-7554-1, IT WAS FOUND ON MARCH 13, 2003,
THAT ALL FEES INCURRED IN CONNECTION WITH THE PURPORTED MERGER OF THE REGISTRANT
AND DR. PAULA.COM WERE VOID.

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.

                                       8
<PAGE>

(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.

(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











                                       9
<PAGE>


      to 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.

                      INFORMATIONREQUIREDINANNUALREPORTSOF
                       TRANSITIONAL SMALL BUSINESS ISSUERS

                                      PARTI

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.

                                     PARTII

ITEM 1. MARKET PRICE OF DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS.

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:

(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.

(31) The exhibit described in paragraph (b)(3 1) 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.

                                       10
<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) OFTHE 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.

                                     PARTIII

ITEM 1. INDEXTO 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 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

                                       11
<PAGE>

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:

      (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.




                                         Pedianet.com, Inc.
                                         ---------------------------------------

                                         Registrant



                                         by: C.M. Benedict, President
                                             ---------------------------


                                            (Signature and Title)*



                                         Date February 13, 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 February 13, 2006
                                             -----------------------------------

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



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

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


SUPPLEMENTALINFORMATION TO BE FURNISHED WITHREPORTS FILED PURSUANT TO SECTION
15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

                                       12
<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 None

      (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.None












                                       13
<PAGE>

(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.

      No annual report or proxy statement are known to have been sent to
security holders during the 2001 year.
















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