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
                                             -----------------


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

                 For the transition period from ______ to _____.


                         Commission File Number 0-32307
                                                -------


                        MEDIANET GROUP TECHNOLOGIES, INC.
                        ---------------------------------
                     (Name of small business in its charter)


                    NEVADA                           13-4067623
                   --------                         --------------
         (State or other jurisdiction              (I.R.S. Employer
               of incorporation)                  Identification No.)


                5100 W. COPANS ROAD, SUITE 710, MARGATE, FL 33063
                -------------------------------------------------
                (Address of principal executive office)(Zip Code)


                     Issuer's telephone number 954-974-5818
                                               ------------


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

                                       N/A


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

                         COMMON STOCK, $0 .001 PAR VALUE
                ------------------------------------------------
                                (Title of class)
<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 is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

         State issuer's revenues for its most recent fiscal year. $ 112,062
                                                                  ---------

         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. The aggregate market
value of the voting stock held by non-affiliates as of March 28, 2005 was
approximately $2,832,013.

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

   AS OF MARCH 28, 2005, THE COMPANY HAD 7,885,112 COMMON SHARES OUTSTANDING.



                       DOCUMENTS INCORPORATED BY REFERENCE

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

         Transitional Small Business Disclosure Format (Check one):

                               Yes ___;  No _X_


                                       ii
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

         Certain statements in this Form 10-KSB which are not statements of
historical fact, are what are known as "forward looking statements," which are
basically statements about the future. For that reason, these statements involve
risk and uncertainty since no one can accurately predict the future. Words such
as "plans," "intends," "hopes," "seeks," "anticipates," "expects, "and the like,
often identify such forward looking statements, but are not the only indication
that a statement is a forward-looking statement. Such forward looking statements
include statements concerning our plans and objectives with respect to our
present and future operations, and statements which express or imply that such
present and future operations will or may produce revenues, income or profits.
In evaluating these forward-looking statements, you should consider various
factors, including those described in this Form 10-KSB under the heading "Risk
Factors". These and other factors may cause our actual results to differ
materially from any forward-looking statement. We caution you not to place undue
reliance on these forward-looking statements. Although we base these
forward-looking statements on our expectations, assumptions and projections
about future events, actual events and results may differ materially, and our
expectations, assumptions and projections may prove to be inaccurate. The
forward- looking statements speak only as of the date hereof, and we expressly
disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this filing.

BACKGROUND

         We were incorporated under the laws of the State of Nevada on June 4,
1999, under the name of Clamshell Enterprises, Inc. We changed our name to
MediaNet Group Technologies, Inc., on May 22, 2003. We were formed as a "blind
pool" or "blank check" company whose business plan was to seek to acquire a
business opportunity through completion of a merger, exchange of stock, or other
similar type of transaction. In furtherance of our business plan, we voluntarily
elected to become subject to the periodic reporting obligations of the
Securities Exchange Act of 1934 by filing a registration statement on Form 10SB.
In January, 2003, we identified a business opportunity we wanted to acquire.

         On February 3, 2003, we had a change of control as the first step in
the business acquisition process. Shutterport, Inc. (now BSP Rewards, Inc.), a
Florida corporation, purchased 3,331,000 (or approximately 93%) of our issued
and outstanding shares, from five of our major shareholders. The 3,331,000
shares were purchased for approximately $35,000. Additional information
regarding Shutterport (now BSP Rewards, Inc.) and the development of its
business is set forth below (See "Development of Business).

         On March 31, 2003, we completed the business acquisition process by
acquiring all of the issued and outstanding common stock of Shutterport, Inc.
(now BSP Rewards, Inc.) in a share exchange transaction. We issued 5,926,662
shares of our common stock in the share exchange transaction in which
Shutterport's shareholders received one of our shares for each share of
Shutterport stock which they owned. In addition, the 3,331,000 of the shares
which Shutterport purchased on January 31, 2003, were surrendered for
cancellation. As a result of the share exchange transaction, Shutterport, Inc.
(now BSP Rewards, Inc.) became our wholly-owned subsidiary.

         The former stockholders of Shutterport, Inc. (now BSP Rewards, Inc.)
acquired a majority of our issued and outstanding common stock as a result of
completion of the share exchange transaction. Therefore, although Shutterport
became our wholly-owned subsidiary, the transaction was accounted for as a
recapitalization of Shutterport, whereby Shutterport, is deemed to be the
accounting acquirer and is deemed to have adopted our capital structure.

                                       1
<PAGE>

         On September 13, 2004 Shutterport, Inc. changed its name to BSP
Rewards, Inc.

DEVELOPMENT OF BUSINESS

         Our business operations are carried on through BSP Rewards, Inc.
("BSP") and Memory Lane Syndication, Inc. ("Memory Lane"), our wholly-owned
subsidiaries. Therefore the following description of our business is a
description of the business activities which are currently carried on, or are
expected to be carried on in the future, through BSP and Memory Lane.

BSP REWARDS, INC. (FORMERLY SHUTTERPORT, INC.)

         BSP Rewards, Inc. (formerly Shutterport, Inc.) was incorporated in
Florida in January of 2000 as Eshutterbug.com, Inc., and changed its name to
Shutterport, Inc., on March 23, 2001. Prior to completion of the share exchange
transaction with us, Shutterport engaged in limited business operations related
to the development of various aspects of our business. In October, 2000,
Shutterport launched a web site and internet portal containing information and
features designed to be of interest to persons in the images and photography
industries. The work which Shutterport did to maintain and develop this web site
led to the development of the Brand-A-Port software application which, as
described below, is a replication application we now use in our business of
building and hosting web sites for business customers. During 2002 and 2003,
Shutterport sold a limited number of web sites using the Brand-A-Port
replication application which we are continuing to market. Between August, 2001
and November, 2002, Shutterport also developed the BSP Rewards program which is
part of our business. Shutterport initiated testing of this program in January,
2003, and, as described below, it is now functional and operational although not
complete and it currently has only limited participation. Finally, in January,
2003, Shutterport completed the acquisition of the 130 color episodes of the
Howdy Doody television show which we are now beginning to market for television
and radio syndication and for video sales. On September 13, 2004 Shutterport,
Inc. changed its name to BSP Rewards, Inc.

MEMORY LANE SYNDICATION, INC.

         On January 14, 2005 Memory Lane Syndication, Inc. was incorporated in
Florida as a wholly owned subsidiary of the Company and operates the marketing,
licensing and distribution of its intellectual property. Previously the Company
had "Memory Lane Syndication" as a dba.

CURRENT AND FUTURE OPERATIONS

BSP REWARDS

         The BSP Rewards component of our business is a loyalty and rewards
program designed as a shopping service through which members receive rebates
(rewards) on purchases of products and services from participating merchants.
These rewards act as a common currency that may be accumulated and used at any
time to make additional purchases from any participating merchant in the
program.

         The BSP Rewards program is presently exclusively a web based program,
but in the future it may be expanded to also operate in physical locations.
Retail sellers of goods and services who join in the program as participating
merchants agree to pay rebates to members who purchase goods and services
through the program. We collect all rebates paid by participating merchants and
retain a portion as our fee for operating the program. Another portion of the
rebate (generally one-half), is designated as a "reward" earned by the member
who made the purchase. In certain circumstances, we also pay a portion of the
rebate as residual passive income to the organization or company which enrolled
the member in the program.

                                       2
<PAGE>

         We have established a separate reserve account in which we hold all
amounts designated as accumulated member rewards. Members, merchants and member
providers may view reports on-line indicating the total amount of purchases made
and of rewards accumulated. At the present time when a member elects to redeem
all or any portion of the rewards which he or she has accumulated, the member
must purchase certificates on-line that are redeemable at participating
merchants or load our virtual card that can be utilized at certain online
merchants for redemption. The Company plans to offer a master card stored value
card in the future that will allow the reward points to be loaded on the card
and spent like cash at participating merchants. The Company would then disburse
funds from the reserve account to the participating merchant from which the new
purchase has been made.

         Member Providers are companies, organizations and groups that enroll
their employees or members in the BSP Rewards program. The program is offered
free to member providers who auto-enroll their member base. This program has
commenced limited operations, and member provider agreements have been signed
with four companies. Member provider agreements provides that the Company will
enroll their members for free and/or pay to each member provider a straight
commission approximately one to two percent of the rewards earned by the members
that the member provider enrolls in the program. A member provider only earns a
commission if the members enrolled by the member provider actually earn rewards
under the program. In some instances, the Company also pays to member providers
a commission of twenty to thirty percent for any internet portals sold by the
member provider on behalf of the Company and a commission of up to ten percent
for hosting fees paid to the Company by buyers of portals or websites as a
result of the activities of the member provider. Three of the companies or
associations with whom the Company has entered into member provider agreements
are My Life Values, a benefit program for AIG Insurance, Global Cash Card and
Wheelchair Foundation. At this time, none of these agreements are material and
no revenues have yet to be produced.

         We have also signed Branded BSP Rewards Merchant Agreements with web
based merchants such as Emson USA and Leather Genie who have agreed to pay a
rebate equal to 5-10% of the value of each sale, and will also redeem BSP
Rewards for membership payments. Additionally the company has signed agreements
with Cruise One/Cruise Inc. as a give redeem merchant. The agreements are
signed, but will not go into effect until the second quarter of 2005.

         It is our intention to market the BSP Rewards program to larger
companies when we have the capital available to do so. Major membership clubs,
organizations and companies have the capability of quickly expanding the BSP
membership base to their large participating groups which would greatly enhance
our potential revenue stream. However, we would require substantial working
capital prior to commencing marketing efforts directed at larger organizations
as such efforts can be time consuming and costly. BSP Rewards is the Company's
primary division with the preponderance of it's efforts directed towards it's
expansion and growth.

BRAND-A-PORT

         One component of our business is to build internet web sites which also
serve as internet portals. Internet web sites are normally single purpose sites
utilized to provide information about a person, a company or a product.
Individuals typically visit internet web sites for a single targeted purpose,
and once that purpose is satisfied, have no reason to remain on the site or to
re-visit unless a specific purpose arises again. An internet portal is a web
site which is designed to encourage visitors to remain on the site or to
re-visit the site numerous times. A web site which is also an internet portal
includes the same types of specific information normally found on a traditional
web site, but also includes additional content, information and features such as
a search engine, headline news, maps, stock market information, weather
information, horoscopes, games, and the like.

                                       3
<PAGE>

         Brand-A-Port is a proprietary software application we have developed
which allows us to build customized web site internet portals for our customers.
We license the general content and appearance of a Brand-A-Port internet portal
to our clients and then brand or customize the portal to fit the needs of the
client and their unique industry and customer/visitor base. The branding
includes adding the name and color scheme of the client and may also include
adding customized content and web pages desired by the client.

         We charge clients a fee for building their portal and also charge a
monthly hosting fee. The amount of both the initial fee and the monthly hosting
fee varies depending on the features and services the client selects. Portals
are generally required to be paid for prior to construction and hosting fees are
generally required to be paid quarterly in advance. We currently charge between
$995 and $4995 to build the site, and between $79 and $250 per month to host and
maintain it.

         Clients have the ability to select the number of features and the level
of service they desire. The basic portal which we offer at the lowest price
level is branded or labeled for the client by including a header and frames
within the page which contain the clients name and logo, a limited number of
features including photo sharing, stock quotes, weather reports and maps and
links to the Brand-A-Port, Pix Jury and Brand-A-Port travel agency. The basic
portal does not include any custom pages or provide the client with any ability
to modify or add information to the site.

         The mid-level portal which we offer includes the features which are
part of the basic portal, but also includes up to ten custom pages as well as a
Pix Jury feature and a travel agency feature both of which are branded or
labeled with the clients name and logo. The mid-level portal may also include an
optional shopping cart feature and an optional back-end administration panel
which gives the client the ability to upload and add information to their site
at will, and gives the client the right to act as a reseller of our products and
services. As a reseller, the client is entitled to market our Brand-A-Port
applications and our BSP Rewards to third parties, and receive commissions as a
result of any sales made by the client as well as residual income from products
purchased through the BSP Rewards program.

         The most highly developed form of portal we offer is a fully customized
version which allows the client to add additional custom features, functions and
pages of their choice. This form of portal is priced by special quote rather
than through fixed pricing.

         We host client's portals on servers at Datapipe, a national hosting
center. Datapipe manages and maintains our server operations. We maintain the
coding and other information necessary to administer the operations of the web
portals created for our clients, and we update the content and design of the
various sites as necessary. The monthly fee which we charge clients for hosting
varies depending upon the type of portal the client selects. Hosting fees are
higher for portals which include custom features.

         Some of the features which are available on the portals we build for
clients are proprietary features which we have developed. In addition to
developing our own proprietary applications and content, we have also joined
various affiliate programs and have direct relationships with various internet
content, service and product providers through which we are able to include
additional features on the portals we build. The companies with which we have
relationships include maps.com, ezprints.com, onetravel.com and barchart.com. We
do not have an exclusive relationship with any of these companies. The form of
agreement we have with each of them is the standard form they generally offer
pursuant to which we may earn commissions on any sales of their products or
services through our own web sites and those of our clients. If applicable, we
may pass on a percentage of those commissions to the branded site and portal
owners.

                                       4
<PAGE>

         Examples of the proprietary features we have developed include our BSP
Rewards program (which is described below) and Pix Jury, a photo rating game
which acts as a marketing tool and a sticky application (a feature which
encourages visitors to a particular web site to stay on that sight or to return
to it on a regular basis). The photo rating application allows photographs to be
posted on a web site, where visitors have the opportunity to view the
photographs and comment on them. The Pix Jury application has the ability to add
voice and sound to photos so that people can actually hear the thoughts behind,
and a description of, the photo they are looking at - directly from the person
who posted it. The visitors also have the ability to send private email wires to
members who post photos. Clients can choose photo categories which best suit
their company, industry and customer base.


         Our target market for the Brand-A-Port product is currently smaller
companies with small budgets that either do not currently have a web presence,
or who wish to expand on that presence without being required to make a large
expenditure. While our working capital is limited, we cannot effectively market
to larger companies because their sales cycles are longer and more costly. In
the event we are able to raise sufficient working capital we intend to shift our
marketing efforts more towards larger companies. The types of larger companies
we would expect to target include major membership clubs, organizations and
companies which would have the ability to order branded portals in larger
numbers which would greatly enhance our potential revenue stream.

         We have been developing and building the Brand-A-Port application model
over the past 30 months and during this development stage have sold 35 such
portals.

MEMORY LANE SYNDICATIONS

         Another component of our business is a media business which we refer to
as Memory Lane Syndications. We commenced operations of Memory Lane Syndications
in January 2003 with the acquisition of the 130 color episodes of the 1970's
Howdy Doody Show. It is our intention to seek to re-establish the name and
recognition value of our Howdy Doody intellectual library in a number of ways.

         We have on-going marketing efforts directed toward sales of videos to
consumers on our www.doodyville.com website. We expect to be able to continue
with this type of marketing effort regardless of whether we are able to raise
any significant amount of working capital. The suggested retail price for direct
sales on the web is between $9.49 and $49.95 for an 86-minute VHS video and DVD
box set, respectively.

         We have entered into two licensing agreements relating to Howdy Doody
episodes. The first is a Rights Acquisition Agreement with GoodTimes
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the internet. GoodTimes Entertainment
commenced sales efforts in the last quarter of 2004 and will pay a royalty of
ten percent of the net wholesale price on any sales that were made. The
Agreement has a term of five years, commencing on September 25, 2003. The
Company has the right to terminate the Agreement if it does not receive at least
$50,000 in royalties during the first two years of the Agreement. There is no
assurance that GoodTimes Entertainment will be successful in selling videos and,
accordingly, there is no assurance that we will realize any substantive revenues
under the terms of the agreement.

         We have also signed a Licensing Agreement with Madacy Entertainment for
certain episodes of the Howdy Doody library. The Agreement grants a license to
Madacy Entertainment for 25 episodes to be produced as a DVD box set. The
Company will receive a royalty of fifteen percent of the net wholesale price on
all sales and began receiving limited revenues during the fourth quarter of
2004. The term of the Agreement is for five years, commencing December 1, 2003.
The Company has the right to terminate the Agreement if the Company does not
receive at least $50,000 in royalties during the first two years. The company
earned approximately $7,000 in royalties in 2004.

                                       5
<PAGE>

         We are also contacting television and radio stations relative to airing
the shows on a daily or weekly basis. If the shows are accepted, our
compensation may be in the form of money or an exchange for advertising time.

         During our first fiscal quarter 2005, we signed an agreement with COX
broadcasting in Orange County, California to broadcast 65 episodes of the Howdy
Doody library. Currently, Memory Lane is reviewing the foreign distribution
potential for the Howdy Doody Library.

         We are in negotiations for other intellectual properties and products
that we believe can benefit from the expertise and contacts of our management.
We anticipate that each new product, alliance and partnership we are able to
establish will have its own internet site/portal built through Brand-A-Port.
When appropriate, we also plan to utilize the BSP Rewards program in conjunction
with marketing of these products.

         In December 2004, we entered into a partnership agreement with Songs
From The Neighborhood to produce, market and distribute entertainment media
relating to the late Fred Rogers of Mr. Roger's Neighborhood, tentatively
entitled "Songs from the Neighborhood -A Tribute To Mr. Rogers." Production on
the CD/DVD has commenced.

PROPERTY AND FACILITIES

         As of December 31, 2003, the Company leased approximately 500 sq. feet
of office space in an executive suite of offices that provided conference room,
reception area, secretarial and ancillary services at an approximate monthly
cost of $2,000. The lease term for these premises expired March 2004.

         On February 1, 2004, the Company moved into new corporate offices
located at 5100 W. Copans Road, Suite 710, Margate, Florida 33063. The offices
encompass approximately 1760 sq. ft., and rent for the offices commenced on
March 1, 2004. The lease for the office is with with American Holding Corp.,
which is not affiliated with the Company or its officers, directors or principal
shareholders. The term of the lease is as follows: $2,053.33 per month for the
first twelve months,$2,114.93 per month for the following twelve months, and
$2,178.38 per month for the last twelve months.

MARKETING AND DISTRIBUTION STRATEGIES

         Our target markets for sales of our BSP Rewards program and the
Brand-A-Port product include small, medium and large sized companies and
organizations that will be able to utilize our product line. Our target market
for reselling our products and services is to companies that already have an
existing sales force or ability to act as a mass reseller for us. This potential
market also includes Membership Clubs, non-profit organizations, alumni
associations, retailers and corporations and their marketing alliance partners
and home based business sellers and network marketing companies.

         We market our products and services primarily through third party
resellers who are paid on a commission basis. We have signed 17 marketing
partner agreements which are non-exclusive and we anticipate that we will sign
agreements with additional resellers in the future. The Agreements, which
generally have a term of one year with automatic one-year renewals, provide for
the payment by the Company of a commission of one to two percent on BSP rewards
earned by members that are signed up by the reseller. The Company also pays a
commission of twenty to thirty percent for any products and internet portals
sold on behalf of the Company and a commission of up to ten percent for hosting
fees paid to the Company by buyers of portals or websites as a result of the

                                       6
<PAGE>

activities of the marketing partner. In some instances, we also allow clients
for whom we have built portals to act as resellers. Our existing reseller
agreements are with IMC/Beryl's World, GMS Auditing and Consulting Services,
Spirit Incentives, Empire Media, E World Marketing, Marketing Consultants Plus,
McAdams Marketing, RewardsPort, Preferred Savings Network, New Benefits, One
Source Network LLC, Black Fox International Insurance & Investment, Thomas J.
Reynolds and International Direct Response, Inc. As of the date of this report,
the marketing agreements have not resulted in any significant revenues.

         Marketing Partners work on a commission basis and, as a result, the
Company has no expense or financial commitment except to pay commissions for
actual sales. As of the date of this report, the agreements have not resulted in
any significant revenues.

         We anticipate that the merchants and member provider organizations that
become involved with the BSP Rewards program will devote a portion of their our
advertising and marketing funds to the branded program which, in turn, will help
to develop customer awareness of our products and services.

         Part of our marketing strategy for the Brand-A-Port component of our
business is to continue to maintain and operate various demonstration sites
designed for specific industries. We do not currently earn revenue from the
operation of these sites, but we use them to demonstrate to potential clients
the types of features which are available through a Brand-A-Port portal.

         We market the Howdy Doody TV show videos and other media products we
may acquire in the future through distributors and resellers and through direct
response media. We seek to offer the Howdy Doody TV show videos to various TV
and radio syndicators who, in turn, would market them to broadcasters to air to
the general public. However, this program is in its initial stage and there is
no assurance that it will be successful or that we will receive any significant
revenues as a result of its implementation.

         Developing market acceptance for our existing and proposed projects
will require substantial marketing and sales efforts and the expenditure of a
significant amount of funds to inform potential sponsors of the benefits and
advantages of company products and achieve name recognition. There can be no
assurance that we will be able to penetrate existing markets on a wide scale
basis. It is our intention to market both our Brand-A-Port product and the BSP
Rewards program to larger companies when we have the capital available to do so.
Major membership clubs, organizations and companies have the capability of
ordering branded portals in larger numbers and the capability of quickly
expanding the BSP membership base to a much greater participating group, both of
which would greatly enhance our potential revenue stream. They also have the
ability to market programs directly to their customers and members.

COMPETITION

         Our competition includes web designers, major software manufacturers,
established loyalty/rewards companies and existing web portals. Although we are
not currently aware of any competitors that offer a brandable Rewards program
which also includes all of the features such as our redemption and cross
marketing applications, there are many companies which offer Royalty and Rewards
programs. We intend to compete on the basis of pricing and speed to market, ease
of use and the number of features available in our proprietary BSP Rewards and
Brand-A-Port applications.

WEB SITES

         The following is a list of our proprietary websites:

         o www.medianetgroup.com        o www.PixJury.com
         o www.brandaport.com           o www.doodyville.com
         o www.bsprewards.com           o www.memorylanesyndication.com
         o www.Shutterport.com          o www.totalhomeview.com

                                       7
<PAGE>

EMPLOYEES

         Presently, we have 1 employee. The Company has an employment agreement
with Martin Berns, President, Chief Executive Officer and Director. The Company
has independent contractual arrangements with Ivan Bial, Vice President/Sales
and Director, and James Dyas, Chief Financial Officer and Director. The Company
also has arrangements with three independent contractors.

RISK FACTORS

WE ARE IN THE DEVELOPMENT STAGE OF OUR BUSINESS AND HAVE A LIMITED OPERATING
HISTORY. WE ARE SUBJECT TO ALL THE RISKS ASSOCIATED WITH FORMATION OF A NEW
BUSINESS, INCLUDING POSSIBLE FAILURE TO ACHIEVE OR SUSTAIN PROFITABILITY, WHICH
WOULD ADVERSELY AFFECT THE VALUE OF THE COMPANY AND THE MARKET VALUE OF OUR
OUTSTANDING SHARES.

         BSP Rewards, Inc. and Memory Lane Syndication, Inc., our wholly-owned
operating subsidiaries, are development stage entities that recently commenced
business. Therefore, there is no meaningful operating history on which to base
an evaluation of our proposed business and prospects. We are subject to all of
the substantial risks inherent in the commencement of a new business enterprise.
New enterprises in the early stage may encounter financial and operational
difficulties and intense competition and failure to become profitable. There can
be no assurance that we will achieve our business objectives, or that we will
produce significant levels of revenues or achieve sustainable profitability. Our
prospects must be considered in light of the risks, expenses, difficulties and
delays frequently encountered in connection with a developing business, the
development and commercialization of internet websites based on innovative
technology, and the high level of competition in the industry in which we
operate. Additionally, we will be subject to all the risks incident to a rapidly
developing business. Prospective investors should consider the frequency with
which relatively newly developed and/or expanding businesses encounter
unforeseen expenses, difficulties, complications and delays, as well as such
other factors as competition with substantially larger companies.

THERE IS A LIMITED MARKET FOR OUR SHARES

         Resale of our securities may be difficult because there is a limited
market for our shares. which may reduce or limit the potential value of our
shares.

THE DEVELOPMENT OF OUR BUSINESS WILL BE LIMITED UNLESS WE OBTAIN SUBSTANTIAL
WORKING CAPITAL. THIS MAY REDUCE OR LIMIT THE VALUE OF THE COMPANY AND THE
POTENTIAL MARKET VALUE OF OUR OUTSTANDING SHARES.

         We require substantial additional working capital to fund our business.
Our current operations are not profitable and we do not presently have adequate
cash or sources of financing to meet either our short- term or long-term capital
needs. We have not currently identified any sources of available working
capital, other than the possible receipt of up to $458,000 from exercise of an
outstanding warrant. We have received $ 42,000 through exercise of a portion of
the warrants, but may not receive any proceeds from exercise of the warrant and
we may also be unable to locate other sources of capital or may find that
capital is not available on terms which are acceptable to us. If the balance of
the warrants is not exercised and we are not able to raise additional capital
from other sources, we will either be unable to continue operations or we will
be required to limit our operations to those which can be financed with the
modest capital which is currently available, and we will be required to abandon
or significantly curtail any of our expansion plans. In the past, Martin Berns,
our President and CEO has made loans to us in order to provide sufficient funds
to pay monthly operating expenses. The funds provided by Mr. Berns have allowed
us to maintain current operations. However, in order for us to significantly
expand our business, we will require substantial additional working capital
which is not expected to be provided by management.

                                       8
<PAGE>

OUR SUCCESS IS DEPENDENT ON RETAINING KEY PERSONNEL AND ON HIRING AND RETAINING
ADDITIONAL PERSONNEL. WE MAY BE UNABLE TO HIRE AND/OR RETAIN NECESSARY KEY
PERSONNEL, WHICH WOULD ADVERSELY AFFECT THE DEVELOPMENT OF OUR BUSINESS AND THE
POTENTIAL MARKET VALUE OF OUR OUTSTANDING SHARES.

         Our success will be largely dependent upon the efforts of Mr. Martin
Berns, Mr. Ivan Bial, Mr. Joseph Porrello and Mr. Larry Lipman. Mr. Berns has an
employment agreement with the Company through December 31, 2008 at an annualized
base salary of $52,000 per year, plus normal fringe benefits. Additionally Mr.
Berns shall receive from time to time, bonuses as determined by the Board of
Directors. Mr. Berns has agreed to defer payment of his salary through March 31,
2005. Any unpaid deferred salary is due and payable on March 31, 2005. Mr. Berns
has the option, with the consent of the Company, to convert all or any portion
of the deferred salary and loans to Company shares at market value (bid price).

         We do not currently have employment agreements with Larry Lipman or
Ivan Bial, and there can be no assurance that such persons will continue their
employment with us. However, the Company does have oral agreements with them
pursuant to which the Company pays them consulting fees for services they
provide to the Company. Mr. Bial receives $300 per week plus a car allowance for
consulting services he provides related to sales activities and dealing with
potential resellers and others on our behalf. During the year ended December 31,
2004, we paid a total $15,900 of consulting fees to these two individuals.

THE PORTIONS OF OUR BUSINESS WHICH ARE RELATED TO ON-LINE COMMERCE AND THE
INTERNET ARE VERY COMPETITIVE. THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO
SUCCESSFULLY COMPETE IN THOSE MARKETS, WHICH WOULD ADVERSELY AFFECT OUR ABILITY
TO ACHIEVE OR SUSTAIN PROFITABILITY.

         The on-line commerce market is new, rapidly evolving and intensely
competitive. We expect competition to intensify in the future because barriers
to entry are minimal, and current and new competitors can launch new web sites
at a relatively low cost. There are a multitude of "brand your own web site"
companies and software products available and every site on the web will compete
for attention with those which we create and maintain on behalf of our
customers. In addition, all categories of the internet and rewards industries
are intensely competitive. There are many loyalty/reward programs covering
virtually every industry and product. These programs range from individual
retail establishments to major corporations, to branded reward programs.
Although we believe we can establish a niche as a provider of high quality
portals and rewards program, we will still be competing for funding and will
face intense competition from many other entities with greater experience and
financial resources than we have. As a result, there can be no assurance that we
will be able to compete successfully to the extent necessary to significantly
expand our business and achieve profitability.

THE PORTION OF OUR BUSINESS RELATED TO MARKETING OF VIDEOS AND OFFERING PRODUCTS
FOR TELEVISION SYNDICATION IS VERY COMPETITIVE. THERE IS NO ASSURANCE THAT WE
WILL BE ABLE TO COMPETE SUCCESSFULLY IN THAT MARKET, WHICH WOULD ADVERSELY
AFFECT OUR ABILITY TO ACHIEVE OR SUSTAIN PROFITABILITY.

         There are many competitors in the business of marketing and sale of
broadcast rights, videos and DVD, many of which are better financed and in a
better position to place or sell their intellectual properties. The Howdy Doody
videos we own were produced in 1970 and are targeted towards children and
parents and grandparents who buy videos for them. The Howdy Doody videos are in
competition with both nostalgic and newly produced videos available from major
studios and television stations that already have distribution channels. It is
extremely difficult to obtain agreements for television and radio syndication
and retail sales for these types of products due to the abundance of offerings
from a variety of sources and the limited amount of television/radio time slots
and retail shelf space available. We have signed two agreements granting rights
to manufacture and distribute videos of a portion of our Howdy Doody library to
retailers and on the internet in return for payment of a royalty fee based upon
sales. There is no assurance that this agreement, or any others we are able to
sign, will result in any significant sales or revenues.

                                       9
<PAGE>

THE INTERNET AND ON-LINE COMMERCE INDUSTRY ARE CHARACTERIZED BY RAPID
TECHNOLOGICAL CHANGE. WE MAY BE UNABLE TO COMPETE SUCCESSFULLY OR TO REMAIN
COMPETITIVE UNLESS WE ARE ABLE TO DEVELOP NEW PRODUCTS OR ADOPT EXISTING
PRODUCTS TO NEW TECHNOLOGIES, WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO REACH
OR MAINTAIN PROFITABILITY.

         To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of the BSP Rewards application and
web site internet portals we market and sell. The Internet and the on-line
commerce industry are characterized by rapid technological change, changes in
user and customer requirements and preferences and frequent product and service
introductions. If competitors introduce products and services embodying new
technologies or if new industry standards and practices emerge, then our
existing web sites, proprietary technology and systems may become obsolete. Our
future success will depend on our ability to do the following:

         o  both license and/or internally develop leading technologies useful
            in our business;

         o  enhance our existing services;

         o  develop new services and technology that address the increasingly
            sophisticated and varied needs of our prospective customers; and

         o  respond to technological advances and emerging industry standards
            and practices on a cost-effective and timely basis.

         The development of our web sites and other proprietary technology
entails significant technical and business risks. We may use new technologies
ineffectively or we may fail to adapt our web sites, proprietary technology and
transaction processing systems to customer requirements or emerging industry
standards. If we do not continue to improve and update our services and continue
to introduce new services, products and enhancements, we may lose customers or
fail to attract new customers. Losing existing customers or failing to attract
new customers would delay or adversely affect our ability to reach or maintain
profitability.

IT MAY BE DIFFICULT FOR YOU TO SELL YOUR SHARES BECAUSE OF A LIMITED TRADING
MARKET AND BECAUSE OF RESTRICTIONS IMPOSED BY THE PENNY STOCK RULES, WHICH MAY
REDUCE OR ELIMINATE THE ABILITY TO REALIZE A PROFIT FROM THE SALE OF YOUR
SHARES.

         Our stock is quoted on the OTC Bulletin Board under the symbol MEDG.
There is a limited market for our shares. Trading in our shares is subject to
rules adopted by the Securities and Exchange Commission that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks are generally equity securities with a price of less than $5.00, except
for securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in those securities is provided by the exchange or
system. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from those rules, to make a special written
determination that the penny stock is a suitable investment for the purchaser
and to receive the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements will have the effect of making it more difficult for an
active trading market in our securities.

                                       10
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

         In January 2004, the Company was located in approximately 500 sq. feet
of leased office space in an executive suite of offices that provided conference
room, reception area, secretarial and ancillary services at an approximate
monthly cost of $2,000. The lease term for these premises expired March 2004.

         On February 1, 2004, the Company moved into new corporate offices
located at 5100 W. Copans Road, Suite 710, Margate, Florida 33063. The offices
encompass approximately 1760 sq. ft., and rent for the offices commenced on
March 1, 2004. The lease for the office is with American Holding Corp., which is
not affiliated with the Company or its officers, directors or principal
shareholders. The term of the lease is as follows: $2,053.33 per month for the
first twelve months,$2,114.93 per month for the following twelve months, and
$2,178.38 per month for the last twelve months.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.

         No director, officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
2004.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our stock is quoted on the OTC Bulletin Board under the symbol MEDG.

         As of December 31, 2004 a total of 7,772,566 shares outstanding. Such
securities are currently held of record by a total of approximately 150 persons.
We also currently have 458,000 shares which are subject to purchase under an
outstanding warrant agreement with Mid-Continental Securities Corp. In December
2004, Mid-Continental Securities Corp. exercised 42,000 warrant shares at $1.00
per share.

         No dividends have been declared or paid on the Company's securities
within the past two fiscal years, and it is not anticipated that any dividends
will be declared or paid in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

         The following table lists all of the securities that were sold by the
Company during the fiscal years ended December 31, 2003 and 2004 that were not
registered under the Securities Act of 1933 and that have not been previously
reported by the Company on the Company's Quarterly Reports on Form 10-QSB.

                                       11
<PAGE>

                                                        Purchase    Aggregate
                                                          Price      Purchase
Name                                Date      Shares    Per Share     Price
----                                ----      ------    ---------     -----
Steve Adelstein ................  1/5/2003     40,000      1.00       40,000
Steve Adelstein ................  1/5/2003    200,000      1.00      200,000
Steve Adelstein ................  1/5/2003    450,000      1.50      675,000
Mid-Continental Securities Corp.  1/5/2003    500,000      1.50      750,000
Edith Silverman ................  1/30/2003    40,000      0.25       10,000
Easter Wallace .................  1/30/2003    10,000      0.25        2,500
Francine Moss ..................  1/30/2003    10,000      0.25        2,500
Gina M. Scialla ................  2/13/2003    40,000      0.25       10,000
Dennis Lane ....................  2/25/2003   100,000      0.25       25,000
Todd Berns .....................  3/1/2003     20,000      0.25        5,000
Mark Anthony ...................  3/1/2003     11,000      0.25        2,750
Bob and Rita Brand JTWROS ......  3/1/2003     10,000      0.25        2,500
Richard Martel .................  3/1/2003      2,500      0.25          625
Tom and Patty Clarkson .........  3/1/2003      5,000      0.25        1,250
James Charles ..................  3/1/2003     10,000      0.25        2,500
Richard Starke .................  3/1/2003     10,000      0.25        2,500
Dominic Pope ...................  3/1/2003     10,000      0.25        2,500
Gerald F. Van Fleet ............  3/1/2003      5,000      0.25        1,250
Thomas J. Walsh ................  3/1/2003      4,000      0.25        1,000
Kevin Hacker ...................  3/1/2003      4,000      0.25        1,000
Col Shelley Lea Bennett ........  3/1/2003      6,000      0.25        1,500
Tom Hill .......................  3/1/2003      2,500      0.25          625
Larry Lipman ...................  3/6/2003     20,000      0.25        5,000
William Strauss ................  3/11/2003    20,000      0.25        5,000
Gus Guilbert, Jr ...............  3/12/2003    20,000      0.25        5,000
Peter J. and Lisa Luthringer,
  JT. TEN ......................  4/16/2003     5,000      0.25        1,250
Jill Trotter ...................  4/16/2003    20,000      0.25        5,000
Dominick & Jeanette Pioppi .....  4/16/2003    10,000      0.25        2,500
Joseph & Florence Pioppi .......  4/16/2003    10,000      0.25        2,500
Cosmo A. Palmieri ..............  4/16/2003    10,000      0.25        2,500
Joseph H. and Sandre Dowling,
  JT. TEN ......................  4/16/2003    10,000      0.25        2,500
Stephen Bushansky ..............  4/16/2003     5,000      0.25        1,250
Jack Drury .....................  4/18/2003    10,000      0.25        2,500
Martin Berns ...................  9/30/2003    75,000      1.65      123,750
Martin Berns ...................  12/31/2003   75,000      1.65      123,750

Steve Adelstein ................  6/30/2004   750,000      0.90      675,000 (1)
Martin Berns ...................  7/31/2004    75,000      1.65      123,750 (2)
Martin Berns ...................  9/30/2004    30,000      1.50       45,000 (2)
Mark Anthony ...................  10/28/2004   56,000      0.25       14,000 (3)
Joseph Pioppi ..................  10/28/2004   10,000      0.25        2,500 (4)
Shawn & Kimberly Witmer ........  10/28/2004    8,000      0.25        2,000 (4)
James Yagielo ..................  10/29/2004    5,000      0.26        1,300 (3)
James Dyas .....................  10/29/2004    5,000      0.26        1,300 (3)
Joseph Porrello ................  10/29/2004   20,000      0.26        5,200 (3)
James Yagielo ..................  10/29/2004    5,000      0.26        1,300 (5)
James Dyas .....................  10/29/2004    5,000      0.26        1,300 (5)
Joseph Porrello ................  10/29/2004   20,000      0.26        5,200 (5)
Mid-Continental Securities Corp.  12/31/2004   42,000      1.00       42,000 (6)

(1) Shares issued for conversion of note payable plus interest.
(2) Shares issued for conversion of debt.
(3) Shares issued for consulting services.
(4) Shares issued for payment received for Private Placement.
(5) Option granted under the Incentive and Non-Statutory Stock Option Plan.
(6) Warrant shares exercised.

                                       12
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         Certain statements in this report, including statements in the
following discussion which are not statements of historical fact, are what are
known as "forward looking statements," which are basically statements about the
future. For that reason, these statements involve risk and uncertainty since no
one can accurately predict the future. Words such as "plans," "intends," "will,"
"hopes," "seeks," "anticipates," "expects" and the like often identify such
forward looking statements, but are not the only indication that a statement is
a forward-looking statement. Such forward looking statements include statements
concerning our plans and objectives with respect to the present and future
operations of the Company, and statements which express or imply that such
present and future operations will or may produce revenues, income or profits.
Numerous factors and future events could cause the Company to change such plans
and objectives or fail to successfully implement such plans or achieve such
objectives, or cause such present and future operations to fail to produce
revenues, income or profits. Therefore, the reader is advised that the following
discussion should be considered in light of the discussion of risks and other
factors contained in this report on Form 10KSB and in the Company's other
filings with the Securities and Exchange Commission. No statements contained in
the following discussion should be construed as a guarantee or assurance of
future performance or future results.

OVERVIEW

         Clamshell Enterprises, Inc. was organized under the laws of the State
of Nevada on June 4, 1999 as a "blind pool" or "blank check" company whose
business plan was to seek to acquire a business opportunity through completion
of a merger, exchange of stock, or similar type of transaction. On May 22, 2003
we changed our name to MediaNet Group Technologies, Inc.

         On March 31, 2003 we completed the acquisition of all of the issued and
outstanding shares of Shutterport, Inc., a Florida corporation, in a share
exchange transaction. The former stockholders of Shutterport acquired a majority
of our issued and outstanding common stock as a result of completion of the
share exchange transaction. Although the result of the share exchange
transaction was that Shutterport became our wholly-owned subsidiary, the
transaction was accounted for as a recapitalization of Shutterport, whereby
Shutterport was deemed to be the accounting acquirer and was deemed to have
adopted our capital structure. Therefore, in our audited financial statements
for the year ended December 31, 2003, the financial information for periods
prior to March 31, 2003 is that of Shutterport alone, and the financial
information as of December 31, 2003, and for periods after March 31, 2003, is
that of Clamshell and Shutterport consolidated.

         On September 13, 2004 Shutterport, Inc. changed its name to BSP
Rewards, Inc.

         Our business operations are carried on through BSP Rewards, Inc.
("BSP") and Memory Lane Syndication, Inc. ("Memory Lane"), our wholly-owned
subsidiaries. Therefore the following description of our business is a
description of the business activities which are currently carried on, or are
expected to be carried on in the future, through BSP and Memory Lane.

RESULTS OF OPERATIONS

         We currently have limited business operations primarily related to
development of our Brand-A-Port application software. This software has been in
development for approximately 30 months and during this period we have sold a
total of approximately 35 internet web portals at an average price of $995. We
also receive a monthly fee of $79 per month for hosting and maintenance of these
internet web portals.

                                       13
<PAGE>

         We developed the BSP Rewards program during 2003. The development and
beta testing of this program was completed in December 2003, and commenced
initial operations in January 2004. Operations consist primarily of a sale
program offering the BSP Rewards program application to companies,
organizations, and retail merchants, including both merchants with physical
store locations. As of December 31, 2004, no significant revenues have been
generated.

         On January 5, 2003, we completed the acquisition of 130 color episodes
of the 1970's Howdy Doody television show. We market this intellectual property
through video sales and television and radio syndication. The purchase price for
this acquisition consisted of a promissory note in the original principal amount
of $675,000 plus issuance of 200,000 shares of our common stock. The promissory
note bears an annual interest rate of approximately 6% and the total principal
amount of the note matures on January 5, 2012. We have the option of paying the
interest due under this note either in cash or through issuance of shares of our
common stock. If we elect to make payment of interest through issuance of
shares, the number of shares is computed based on 60% of the average bid price
for our common stock for the 10 trading days ending on the interest payment
date.

         On June 30, 2004, the note holder converted the principal note amount
of $675,000 plus $20,000 of interest due under the note, for 750,000 common
shares of the Company's stock.

         There was net revenue recognized in 2004 of $12,603 from the Howdy
Doody library.

         As of December 31, 2004, we do not have cash on hand and we are
operating on a cash flow deficit of approximately $20,000 to $25,000 per month.
For the fiscal year ended December 31, 2003, we had gross revenues from
operations of $55,295, and a net loss of $313,181. For the year ended December
31, 2004, we had gross revenues from operations of $112,062, and a net loss of
$335,605.

         During the fiscal year ended December 31, 2003, net cash used in
operations was $175,919, and during the fiscal year ended December 31, 2004, net
cash used in operations was $197,810. However, our operations are not yet
profitable, and we continue to require additional funding in order to continue
business operations.

         To date, we have funded our cash shortage and obtained the cash
necessary to continue operations primarily through debt and equity transactions
with management. As a result, as of December 31, 2004, we had outstanding loans
from stockholders totaling approximately $52,627, which consists of two short
term notes of $42,027 and $10,600, each of which bears an annual interest rate
of 6.750%, payable monthly. On October 1, 2003, the maturity dates of these
notes were extended to January 1, 2005, at which time they became demand notes
bearing interest commencing March 1, 2005 at 6%. Upon mutual agreement between
the stockholders and the Company, these notes are convertible on a quarterly
basis, into restricted common shares valued at market value (Bid price).

PLAN OF OPERATIONS

         Our plan of operations is to primarily develop our BSP Rewards
business. The timing and the extent to which we are able to implement our
expansion plan will primarily be dependent upon our ability to obtain outside
working capital. Although management believes we have established a base through
which we can continue to grow even without obtaining outside working capital,
receipt of such capital would allow us to enhance our existing applications and
commence a speedier and more complete marketing program.

                                       14
<PAGE>

         The Company completed the initial development and beta testing of its
BSP program at the end of December 2003. The Company has signed Marketing
Partner and/or Member Provider Agreements with 17 individuals or companies to
sell for the Company on a straight commission basis. Additionally the Company
has signed their first 3 Private Branded Merchant Agreements with web-based
retailers who will give and redeem BSP Rewards and place their customers into
the program as members. The Company believes it will begin to receive limited
revenues from these sales during the 2nd quarter of 2005.

         The Company has signed a Rights Acquisition Agreement with GoodTimes
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the internet. GoodTimes Entertainment
commenced sales efforts in the last quarter of 2004 and has paid a royalty of
ten percent of the net wholesale price on any sales that were made. The
Agreement has a term of five years, commencing on September 25, 2003. The
Company has the right to terminate the Agreement if it does not receive at least
$50,000 in royalties during the first two years of the Agreement. There is no
assurance that GoodTimes Entertainment will be successful in selling videos and,
accordingly, there is no assurance that we will realize any substantive revenues
under the terms of the agreement.

         The Company has signed a second Licensing Agreement with Madacy
Entertainment for certain episodes of its Howdy Doody library. The Agreement
grants a license to Madacy Entertainment for 25 episodes to be produced as a DVD
box set. The Company receives a royalty of fifteen percent of the net wholesale
price on all sales and has received revenues during the fourth quarter of 2004.
The term of the Agreement is for five years, commencing December 1, 2003. The
Company has the right to terminate the Agreement if the Company does not receive
at least $50,000 in royalties during the first two years. The company earned
approximately $7,000 in royalties in 2004.

         Although we currently expect to incur an overall cash flow deficit from
operations of up to $120,000 over the next twelve months, during that time we
also expect to gradually decrease our monthly cash flow deficit by maintaining
overhead at its current level while increasing our revenues from operations. In
order to minimize the cash flow deficit, Martin Berns, President and CEO, has
agreed to continue to defer the salary otherwise payable to him under his
employment agreement until March 31, 2005. On October 1, 2003, he also entered
into an agreement with the Company contractually binding himself to fund the
potential cash flow deficit over the succeeding 12 months, by advancing a
maximum of an additional $120,000, as necessary to fund the operating deficit.
Since October 1, 2003, he has advanced a total of approximately $164,206
pursuant to this commitment. Any such advances shall be treated as non-interest
bearing loans if repaid on or before March 1, 2005. Thereafter, any unpaid
balance will bear interest at the rate of 6% per annum until paid in full. Upon
mutual agreement with Company, Mr. Berns also has the right to convert his
advances into shares of Company common stock at market value (bid price)..

         Without receiving any additional capital investment other than the
amounts Mr. Berns has agreed to advance, management believes we can continue
current business operations, and continue the current gradual expansion of our
operations for the next twelve months, because the web sites, portals and
marketing materials for our various divisions are completed and ready for use.
However, until operating revenues increase significantly, we will continue to
seek outside funding for the purpose of accelerating the expansion of our
operations.

         We will seek to gradually expand our operations in all areas during the
next 12 months by establishing a base of resellers that will allow us to expand
our marketing efforts for the BSP Rewards program, with no increased overhead.
We also intend to direct significant effort toward marketing the Howdy Doody
episode library.
 Management believes these two operations currently have the greatest potential
for growth and production of revenue.

                                       15
<PAGE>

         We are aware that business trends relative to the internet are fluid
and are constantly changing. We are also aware that the U.S. economy is
currently in a state of uncertain growth. The combination of changing trends
relative to the internet and uncertainty regarding economic growth could have a
material impact on our short-term or long-term liquidity or on our net sales or
revenues or income from operations.

SUBSEQUENT EVENTS

         On January 18, 2005, Martin Berns, the Company's President and CEO,
converted $22,027 of current debt and $10,000 of accrued salary owed to him by
the Company, for an aggregate amount of $32,027, in exchange for 33,713
restricted shares of the Company's shares of common stock at a per share price
of $0.95. The $0.95 per share price for the conversion of debt owed to Martin
Berns is consistent with the market price of the Company's stock as quoted on
the OTC Bulletin Board on January 18, 2005.

         On January 18, 2005, Mid-Continental Securities Corp exercised 8,000
warrants shares at $1.00 per share.

         On January 21, 2005, the Company granted to two new directors of the
Company, a total of 50,000 options to purchase shares of the Company's common
stock with an exercise price of $0.45 per share, which represents 50% of the
closing bid price per share of the company's common stock on January 21, 2005.
These 50,000 options have an expiration date of January 31, 2010 and vest over a
three year period as follows:

                           Options     Date Exercisable
                           -------     ----------------
                           16,666      January 21, 2005
                           16,666      January 21, 2006
                           16,668      January 21, 2007

         On January 31, 2005, the Company's Board of Directors elected Tom Hill
to serve on its Board of Directors.

         On February 16, 2005, the Company's Board of Directors approved to
extend the employment agreement with Martin Berns, the Company's President and
CEO, an additional 3 years and to increase Mr. Berns' annual salary to $52,000.

         On February 16, 2005, the Company's Board of Directors elected Lawrence
Lipman to serve on its Board of Directors.

         On February 16, 2005, the Company's Board of Directors established an
Audit Committee and elected existing directors James M. Dyas as Chairman, and
Eugene Berns, Thomas Hill, Ivan Bial, and Joseph Porrello as members.

         On March 28, 2005, Martin Berns, the Company's President and CEO,
converted $20,000 of accrued salary owed to him by the Company, in exchange for
20,833 restricted shares of the Company's shares of common stock at a per share
price of $0.96. The $0.96 per share price for the conversion of debt owed to
Martin Berns is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on March 28, 2005.

         On March 28, 2005, Mid-Continental Securities Corp. exercised 50,000
warrant shares at $1.00 per share.

                                       16
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

         See Financial Statements commencing on page F-1.

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

         On September 08, 2004, the Company accepted the resignation of
Livingston, Wachtell & Co., LLP. The report in connection with the audit of the
fiscal year ended December 31, 2003, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to certainty, audit
scope or accounting principles, except for going concern opinions. During the
period of Livingston, Wachtell & Co., LLP's engagement (July 19, 2000 to
September 08, 2004), there were no disagreements, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Livingston, Wachtell & Co., LLP, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.

         On September 08, 2004, the Company engaged the services of Child,
Sullivan & Company, Certified Public Accountants.

         The Company has no disagreements with its principal independent
accountant during the fiscal year ended December 31, 2004 or during the period
from December 31, 2004 until the date hereof.

ITEM 8A. CONTROLS AND PROCEDURES.

         The Securities and Exchange Commission defines the term disclosure
controls and procedures to mean a company's controls and other procedures that
are designed to ensure that information required to be disclosed in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. The Company maintains such
a system of controls and procedures in an effort to ensure that all information
which it is required to disclose in the reports it files under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified under the SEC's rules and forms.

         Based on an evaluation performed, the Company's certifying officers
have concluded that the disclosure controls and procedures were effective as of
December 31, 2004, to provide reasonable assurance of the achievement of these
objectives.

         There was no change in the Company's internal control over financial
reporting during the quarter ended December 31, 2004, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

ITEM 8B. OTHER INFORMATION.

         None.

                                       17
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The names, ages and titles of our Executive Officers and Directors as
of December 31, 2004 are as follows:

 NAME                  AGE        POSITION
 ----                  ---        --------
Martin A. Berns         68        Chief Executive Officer and
                                  Director since March 31, 2003
Eugene H. Berns         68        Chairman since March 31, 2003
Ivan L. Bial            60        Vice President, Secretary,
                                  Director since March 31, 2003
Joseph Porrello         60        Director since March 31, 2003
Dennis Lane             57        Director since March 31, 2003
James Dyas              55        Director, Chief Financial Officer, Chairman of
                                  the Audit Committee since September 30, 2004

         The directors named above will serve until the first annual meeting of
the Company's stockholders following completion of the share exchange
transaction, or until their successors have been appointed. Thereafter,
directors will be elected for one-year terms at the annual stockholders'
meeting.

         The directors and officers named above will generally devote their time
to the Company's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or more than
forty hours per month, but more than likely will fall within the range of five
to ten hours per month.

         Officers generally hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently exists or is
contemplated.

BIOGRAPHICAL INFORMATION

MARTIN A. BERNS

         Chief Executive Officer and Director. From 2000 to the present, Mr.
Berns has been CEO of Shutterport, Inc. (now BSP Rewards, Inc.). Mr. Berns
became the Chief Executive Officer of the Company and March 31, 2003, following
completion of the share exchange transaction between Shutterport, Inc. and
Clamshell Enterprises, Inc. Mr. Berns has 40 years of experience as a marketing
consultant, including advertising, TV commercial and show production in the
years prior to 2000. From 1998 to 2000, Mr. Berns was Vice President of
marketing for Realm Productions, a publicly held video production company. From
1992 to the present, he has acted as President of Natural Universe, Inc., a
marketing company. From 1999 to 2000 he was Associate Producer of the "Jelly
Bean Jungle" television series, and acted as Coordinating Producer for the
re-syndication and distribution of the 1970's new "Howdy Doody" show which the
Company purchased in January, 2003.

EUGENE H. BERNS

         Chairman of the Board. Since 1999 Mr. Berns has been President of
Housing Marketing Team, Inc., a housing marketing consulting company. From
1970-1998, he was Vice President and a member of the Board of Directors of
Oriole Homes, Inc., an American Stock Exchange listed company. In his position
at Oriole Homes Mr. Berns was responsible for sales and marketing of their
single family home and condominium communities and oversaw all on-site sales and
administrative personnel. He also worked directly with the advertising and
marketing agencies hired by Oriole Homes.

                                       18
<PAGE>

IVAN BIAL

         Vice President, Director and Secretary. Mr. Bial has been Vice
President and Secretary of Shutterport, Inc. since 2000. From 1998 - 2000 he was
an independent sales and marketing consultant. Prior to that time, he served as
Vice President and General Manager of Southern Photo Service of Hollywood,
Florida for 27 years from 1963 to 1990. Southern Photo was involved in film
processing business. As Vice President and General Manager Mr. Bial was involved
in all aspects of the business including operations, finance, sales and
marketing.

JOSEPH PORRELLO

         Director. From May 2003 to the present, Mr. Porrello has been President
of Marketing Consultants, Plus. From June 2002 to April 2003, he was Chief
Marketing Officer of VICI Marketing, a company which markets incentive products
and services to large corporations. From June 1998 to May 2002, Mr. Porrello was
Vice President of Business Development for National Syndications, Inc., a
company that purchases block advertising space in publications such as Parade
Magazine and the Week End USA Today and advertises consumer products to the
general public. In his capacities as Chief Marketing Officer and Vice President
of Business Development, Mr. Porrello was responsible for obtaining clients,
bringing products to market and administering promotional campaigns in
television, newspapers, retail and direct response media.

DENNIS LANE

         Director. Mr. Lane is currently the Director of International
Operations of the company's MemoryLane Syndication division. Mr. Lane's
background is in the internet, media, and marketing. Previously he was
co-founder, President and CEO of Restaurant.com, Inc. From June 2002 to the
present, Mr. Lane has been Vice President of Business Development of CallMe
Corp., an internet company specializing in direct call and email technology and
President of Laneco Consulting, Inc., which acts as a marketing consultant to
small companies. From December, 1997 to January 2002, Mr. Lane was President of
Restaurant.com and its predecessor companies Restaurant Registry and Digidine.
Restaurant.com is a company that markets discount restaurant certificates
through its own web site, through Ebay and as a branded program to various
internet companies. Restaurant.com has branded the discount restaurant program
for BSP Rewards. In his executive capacities, Mr. Lane has been involved with
all aspects of marketing, sales, new business development and administrative
operations.

JAMES DYAS

         Director, Principal Financial Officer and Chairman of the Audit
Committee. Mr. Dyas has held positions as a financial consultant, Chief
Financial Officer and Controller for national and international companies for
over 25 years. In 1992, he co-founded the National Alliance for Excellence, Inc
(NAE), a national educational non-profit organization. He served as a member of
the NAE Board of Directors as well as holding the position of Chief Financial
Officer for 11 years. From 1990-1992, Mr. Dyas was controller for Seal-O-Matic
Corporation, an international industrial supply firm, where he was responsible
for accounting and administrative operations. Prior to 1990, Mr. Dyas held
management positions with Fashion Rite Corporation (a London Fog licensee) and
International Paint Co., Inc. He holds a B.S degree in accounting from St.
Peter's College.

         Martin Berns and Eugene Berns are brothers.

         None of the directors serves as a director for any other reporting
company.

         There are no other significant employees.

                                       19
<PAGE>

AUDIT COMMITTEE

         The Company has an audit committee and accordingly, has adopted
guidelines relating to the oversight of the audit of the Company's financial
statements. James Dyas, the Company's Chief Financial Officer, also serves as
Chairman of the Company's Audit Committee.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The Company's officers, directors and principal shareholders have not
been delinquent in filing reports required under Section 16(a) of the Exchange
Act.

CODE OF ETHICS

         The Company has adopted a Code of Business Conduct and Ethics which
applies to its executive officers. A copy of the Code of Business Conduct and
Ethics is incorporated by reference as Exhibit 14 to this report.

ITEM 10. EXECUTIVE COMPENSATION.

         On October 29, 2004, the Board of Directors of the Company authorized
the establishment of an Incentive and Non-Statutory Stock Option Plan. On
October 29, 2004, the Company granted to two directors options to purchase
shares of the Company's common stock with an exercise price of $0.26 per share,
which represents 50% of the closing price per share of the Company's common
stock on October 29, 2004. These options have an expiration date of October 31,
2009 and vest over a three year period.

         The following table provides summary information concerning cash and
compensation awarded to, earned by, or paid to our Chief Executive Officer for
the fiscal years ended December 31, 2003 and December 31, 2004.

Name and Principal Position           Year        Salary     Other Compensation
---------------------------           ----        ------           ------------

Martin Berns, CEO                     2004      40,000 (1)           0
                                      2003      40,000 (1)           0
    ___________
    (1) Mr. Berns has an employment contract with the Company, commencing
        January 1, 2003 through December 31, 2005 at an annualized based salary
        of $40,000 per year, plus normal fringe benefits. However, Mr. Berns has
        agreed to defer payment of his salary through March 31, 2005. Any unpaid
        deferred salary is due and payable on March 31, 2005. However, Mr. Berns
        also has the option, with the consent of the Company, to convert all or
        any portion of the deferred salary to Company shares. In January 2005,
        the employment agreement with Mr. Berns has been extended through
        December 31, 2008 at an annualized base salary of $52,000 per year, plus
        normal fringe benefits.

CONSULTING ARRANGEMENTS

         Mr. Bial has a consulting arrangement with the Company pursuant to
which he provides consulting services on a month-to-month basis. He currently
receives consulting fees in the amount of $300 per week.

         Mr. Lane has a consulting arrangement with the Company pursuant to
which he provides consulting services on a month-to-month basis. He currently
receives consulting fees of $1,000 per month.

                                       20
<PAGE>

         Mr. Porrello has a consulting arrangement with the Company pursuant to
which he provides professional services on a month-to-month basis. On October
29, 2004, Mr. Porrello was issued 20,000 restricted common shares and granted
60,000 options to purchase common shares under the Company's Incentive and
Non-Statutory Stock Option Plan. The options exercise price of $0.26 per share
represents 50% of the closing price per share of the Company's common stock on
the date of grant. 20,000 options became vested in 2004.

         Mr. Dyas became a director on September 30, 2004 and has consulting
arrangement with the Company pursuant to which he provides professional services
on a month-to-month basis. On October 29, 2004, Mr. Dyas was issued 5,000
restricted common shares and granted 15,000 options to purchase common shares
under the Company's Incentive and Non-Statutory Stock Option Plan. The options
exercise price of $0.26 per share represents 50% of the closing price per share
of the Company's common stock on the date of grant. 5,000 options became vested
in 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or more
of the outstanding Common Stock of the Company. Also included are the shares
held by all executive officers and directors as a group.

                                       Number of Shares
 Name and Address                      Beneficially Owned       Percent of Class
 ----------------                      ------------------       ----------------
Martin A. Berns (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                    2,355,000                 30.3%

Eugene H. Berns (1)(2)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      552,500                  7.1%

Ivan L. Bial (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      600,000                  7.7%

Dennis Lane (1)(3)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      247,500                  3.2%

Joseph Porrello (1)(4)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      125,552                  1.6%

James Dyas (1)(5)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                       20,000                  0.3%

Steve Adelstein (6)
624 West Tropical Way
Plantation, FL 33317                        995,000                 12.8%

Mid-Continental Securities Corp. (7)
P.O. Box 110310
Naples, FL 34108-0106                       458,000                  5.9%

All officers and directors (5 persons)    3,884,265                 50.0%


                                       21
<PAGE>

    ____________
    (1) The person listed is an officer, a director, or both, of the Company.

    (2) Includes 52,500 shares owned by his adult son, Justin Berns, of which
        Mr. Berns may be deemed to be the beneficial owner.

    (3) Mr. Lane is the President of Laneco, which owns 33,333 shares, and he
        thereby claims beneficial ownership of 33,333 shares.

    (4) Includes 60,000 options to purchase common stock of the Company.

    (5) Includes 15,000 options to purchase common stock of the Company.

    (6) Includes 220,000 shares owned by AUW, Inc., of which Mr. Adelstein may
        be deemed to be the beneficial owner.

    (7) Includes 458,000 shares of which Mid-Continental Securities Corp may be
        deemed to be the beneficial owner because it has the right to acquire
        such shares at any time upon exercise of an outstanding stock purchase
        warrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Martin Berns, Eugene Berns and Ivan Bial may be considered the founders
(promoters) of the Company. In April 2000, they formed Shutterport, Inc. (now
BSP Rewards, Inc.) and received a total of 3,200,000 shares valued at $0.01 per
share in consideration of past and future services. The shares of Shutterport,
Inc. held by these promoters were exchanged for an equal number of our shares
when the share exchange transaction was completed on March 31, 2003. Martin
Berns and Eugene Berns are brothers.

         From time to time, we receive loans from our shareholders. As of
December 31, 2004, the total of such loans was approximately $52,627 and was
comprised of two separate unsecured loans. One such loan, which is from Martin
Berns and is represented by a promissory note, has an unpaid principal balance
of approximately $42,027. A second loan, which is from Eugene Berns and is
represented by a promissory note, has an unpaid principal balance of
approximately $10,600. Each of these loans bears an annual interest rate of
6.750%, payable monthly. On October 1, 2003, the maturity dates of these notes
were extended to January 1, 2005, and the notes will become non-interest bearing
if fully repaid by March 1, 2005. Any outstanding balances after March 1, 2005,
will bear an annual interest rate of 6%. Upon mutual agreement between the
stockholders and the Company, these notes are convertible on a quarterly basis,
into restricted common shares valued at $1.65 per share.

         On October 1, 2003, Martin Berns made a commitment to loan or advance
the Company up to an additional $120,000 as necessary during the 12 month period
ending September 30, 2004 to cover the deficit in cash flow from operations. As
of December 31, 2003, Mr. Berns has advanced a total of approximately $7,400
pursuant to this commitment. As of December 31, 2004 Mr. Berns has advanced an
additional $164,206. Any amounts advanced pursuant to this commitment are due
and payable in full on or before January 1, 2005, without interest. Any unpaid
balance outstanding after March 1, 2005, will bear interest at the rate of 6%
per annum until paid in full. If mutually agreed with the Company, Mr. Berns has
the right, on a quarterly basis, to exchange any or all amounts advanced for
shares of restricted common stock at a price of $1.65 per share.

                                       22
<PAGE>

         Pursuant to his employment with the Company, Martin Berns is entitled
to an annual salary of $40,000 for the two year period commencing January 1,
2003. However, Mr. Berns has agreed to defer all salary otherwise payable to him
through March 31, 2005. The unpaid deferred salary is due and payable in full on
March 31, 2005, without interest. He also has the right, on a quarterly basis,
to convert any deferred salary to restricted common stock at market value (bid
price). . In January 2005, the employment agreement with Mr. Berns has been
extended through December 31, 2008 at an annualized base salary of $52,000 per
year, plus normal fringe benefits.

         On September 30, 2003, Martin Berns converted $93,750 of outstanding
long term debt and $30,000 of accrued but unpaid salary for 75,000 shares of the
Company's restricted common stock. On December 31, 2003, Martin Berns converted
$123,750 of outstanding long-term debt for 75,000 shares of the Company's
restricted stock. The conversions were done at a conversion price of $1.65 per
share which is equal to the offering price per share in the registration
statement.

         On January 5, 2003, we closed on an agreement with Adelstein
Productions, Inc, a Florida corporation, to acquire 130 color episodes of the
1970's Howdy Doody television show. Steve Adelstein is the controlling
shareholder of Adelstein Productions, Inc, and is the direct and indirect
beneficial owner of 685,000 shares (approximately 10.4%) of our issued and
outstanding common stock. The purchase price for acquisition of the Howdy Doody
episodes included issuance of 200,000 shares of our common stock to Adelstein
Productions, Inc., and the execution of a promissory note in the principal
amount of $675,000. The note bears an annual interest rate of approximately 6%.
The initial interest payment was required to be paid simultaneously with the
issuance of the note. Otherwise, accrued interest on the note is payable
annually in arrears. We have the option of paying interest on the note either in
cash or through the issuance of shares of our common stock. In the event
interest is paid by issuance of shares, the number of shares to be issued is
computed based on a share price equal to 60% of the average bid price for our
stock for the 10 trading days ending on the interest payment date. We issued
40,000 shares of our common stock valued at approximately $1.00 per share in
satisfaction of the initial interest payment. The outstanding principal amount
of the note, and all accrued but unpaid interest, is convertible at any time, at
the option of the note holder, into shares of our common stock based on a
conversion price of $1.50 per share, subject to certain equity adjustments. We
have the right to offset a maximum of $75,000 of direct out-of-pocket expenses
which we pay, including legal fees, used to defend any third party claims
relating to ownership of the Howdy Doody episodes which we purchased.

         On June 30, 2004, the note holder converted the principal note amount
of $675,000 plus $20,000 of interest due under the note, for 750,000 common
shares of the Company's stock.

         On July 31, 2004, Martin Berns, the Company's President and CEO,
converted $103,750 of current debt and $20,000 of accrued salary owed to him by
the Company, for an aggregate amount of $123,750, in exchange for 75,000
restricted shares of the Company's shares of common stock at a per share price
of $1.65. The $1.65 per share price for the conversion of debt owed to Martin
Berns is consistent with the proposed maximum offering price per share in the
Company's Form SB-2 Registration Statement and related amendments (SEC File No.
333-105792) as filed with the U.S. Securities and Exchange Commission.

         On September 30, 2004, Martin Berns, the Company's President and CEO,
converted $35,000 of current debt and $10,000 of accrued salary owed to him by
the Company, for an aggregate amount of $45,000, in exchange for 30,000
restricted shares of the Company's shares of common stock at a per share price
of $1.50. The $1.50 per share price for the conversion of debt owed to Martin
Berns is consistent with the market price of the Company's stock as quoted on
the OTC Bulletin Board on September 30, 2004.

                                       23
<PAGE>

         On October 29, 2004, the Company's Board of Directors authorized the
establishment of a stock option program for key personnel of the Company. The
Company authorized 350,000 shares to be granted during the next five years, the
share price will be set at the time of each granting.

         On October 29, 2004, the Company granted to two directors and to one
key person of the Company, a total of 90,000 options to purchase shares of the
Company's common stock with an exercise price of $0.26 per share, which
represents the closing price per share of the Company's common stock on October
29, 2004. These 90,000 options have an expiration date of October 31, 2009 and
vest over a two year period as follows:

                           Options     Date Exercisable
                           -------     ----------------
                            30,000     October 29, 2004
                            30,000     October 29, 2005
                            30,000     October 29, 2006

         On October 29, 2004, the Company issued to Joseph Porrello, a director,
20,000 restricted common shares and to James Dyas, CFO and director, 5,000
restricted common shares, for consulting services.

         On October 29, 2004 the Company reduced the exercise price of warrants
previously granted to Mid-Continental Securities from $1.50 per share to $1.00
per share. The Company reduced the price for economic reasons to raise
additional capital.

         In December 2004, Mid-Continental Securities Corp. exercised 42,000
warrant shares at $1.00 per share.

ITEM 13. EXHIBITS.

         (a) The Exhibits listed below are filed as part of this Annual Report.

         3.1      Articles of Incorporation (incorporated by reference from
                  Registration Statement on Form 10-SB filed with the Securities
                  and Exchange Commission on June 14, 2002).

         3.2      Bylaws (incorporated by reference from Registration Statement
                  on Form 10-SB filed with the Securities and Exchange
                  Commission on June 14, 2002).

         14       Code of Ethics (incorporated by reference from Form 10-KSB for
                  the year ended 12/31/03 filed with the Securities and Exchange
                  Commission on March 29, 2004).

         31.1     Certification pursuant to Rule 13a-14(a) or 15d-14(a) under
                  the Securities Exchange Act of 1934, as amended.

         31.2     Certification pursuant to Rule 13a-14(a) or 15d-14(a) under
                  the Securities Exchange Act of 1934, as amended.

         32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) During the last quarter of its fiscal year ended December 31, 2004,
all reportable events required under Form 8-K were filed by the Company.

                                       24
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

         The aggregate fees billed by Livingston, Wachtell & Co., LLP for audit
of the Company's annual financial statements were $8,000 for the fiscal year
ended December 31, 2003. The aggregate fees billed by Livingston, Wachtell &
Co., LLP for review of the Company's financial statements included in its
quarterly reports on Form 10-QSB for the periods ended March 31, 2004 and June
30, 2004, were $4,500.

         On September 08, 2004, the Company accepted the resignation of
Livingston, Wachtell & Co., LLP. The report in connection with the audit of the
fiscal year ended December 31, 2003, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to certainty, audit
scope or accounting principles, except for going concern opinions. During the
period of Livingston, Wachtell & Co., LLP's engagement (July 19, 2000 to
September 08, 2004), there were no disagreements, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Livingston, Wachtell & Co., LLP, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.

         On September 08, 2004, the Company engaged the services of Child,
Sullivan & Company, Certified Public Accountants.

         The aggregate fees billed by Child, Sullivan & Company for audit of the
Company's annual financial statements for the fiscal year ended December 31,
2004, were$10,000. The aggregate fees billed by Child, Sullivan & Company for
review of the Company's financial statements included in its quarterly reports
on Form 10-QSB for the period ended September 30, 2004, were $1,500.00

Audit-Related Fees

         Livingston, Wachtell & Co., LLP billed the Company $500 for the fiscal
year ending December 31, 2003 for assurance and related services that were
related to its audit or review of the Company's financial statements.

         Child, Sullivan & Company billed the Company $0 for the fiscal year
ending December 31, 2004 for assurance and related services that were related to
its audit or review of the Company's financial statements.

Tax Fees

         The aggregate fees billed by Livingston, Wachtell & Co., LLP for tax
compliance, advice and planning were $0 for the fiscal year ended December 31,
2003.

         The aggregate fees billed by Child, Sullivan & Company for tax
compliance, advice and planning were $500 for the fiscal year ended December 31,
2004.

All Other Fees

         Livingston, Wachtell & Co., LLP did not bill the Company for any
products and services other than the foregoing during the fiscal year ended
December 31, 2003.

         Child, Sullivan & Company did not bill the Company for any products and
services other than the foregoing during the fiscal year ended December 31,
2004.

<PAGE>
                                   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.

                                        MEDIANET GROUP TECHNOLOGIES, INC.

                                        By:    /s/ Martin Berns
                                               Martin Berns, President and
                                               Chief Executive Officer

                                        Date:  March 31, 2005

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


         By:    /s/ Martin Berns
                Martin Berns, President, Chief Executive Officer
                and Director

         Date:  March 31, 2005


         By:    /s/ Eugene Berns
                Eugene Berns, Chairman

         Date:  March 31, 2005


         By:    /s/ Ivan Bial
                Ivan Bial, Vice President, Secretary and Director

         Date:  March 31, 2005


         By:    /s/ Dennis Lane
                Dennis Lane, Director

         Date:  March 31, 2005


         By:    /s/ James Dyas
                James Dyas, Chief Financial Officer and Director

         Date:  March 31, 2005

<PAGE>



                        MEDIANET GROUP TECHNOLOGIES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2004



<PAGE>

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM


To the Board of Directors and Stockholders
MEDIANET GROUP TECHNOLOGIES, INC.
Margate, Florida

We have audited the accompanying consolidated balance sheet of MEDIANET GROUP
TECHNOLOGIES, INC., a Nevada corporation, and subsidiaries as of December 31,
2004, and the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The consolidated financial statements of MEDIANET GROUP TECHNOLOGIES,
INC. for the year ended December 31, 2003 were audited by other auditors whose
report thereon dated January 23, 2004, included an explanatory paragraph that
described going concern considerations.

We conducted our audit in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MEDIANET GROUP
TECHNOLOGIES, INC. as of December 31, 2004, and the results of its operations
and its cash flows for the year ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has no established source of
revenue and has suffered recurring losses from operations. Its difficulty in
generating sufficient cash flow to meet its obligations and sustain its
operations raises substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


Child, Sullivan & Company
Salt Lake City, Utah
March 24, 2005

                                       F-1
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET

                                                                    December 31,
                                                                    -----------
                                                                        2004
                                                                    -----------
                                     ASSETS
Current assets
   Cash and cash equivalents ...................................    $    15,162
   Accounts receivable .........................................            851
   Prepaid expense .............................................            768
                                                                    -----------
Total current assets ...........................................         16,781

Property, plant & equipment
   Computer equipment ..........................................         17,263
   Accumulated depreciation ....................................        (15,341)
                                                                    -----------
Net property, plant and equipment ..............................          1,922

Other assets
   Website and software development costs - net ................         33,363
   Trademark ...................................................          3,200
   Film library ................................................        870,405
   Joint venture ...............................................          2,500
                                                                    -----------
Total other assets .............................................        909,468

Total assets ...................................................    $   928,171
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued liabilities ....................    $   118,206
   Due to stockholders .........................................         52,627
                                                                    -----------
Total current liabilities ......................................        170,833

Stockholders' equity
   Common stock: par value $.001; 50,000,000 shares
authorized; 7,772,566 shares issued and outstanding ............          7,773
   Additional paid in capital ..................................      2,725,592
   Additional paid in capital (stock options) ..................         15,072
   Accumulated deficit .........................................     (1,991,099)
                                                                    -----------
Total stockholders' equity .....................................        757,338
                                                                    -----------

Total liabilities and stockholders' equity .....................    $   928,171
                                                                    ===========

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-2
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                             Year ended
                                                            December 31,
                                                     --------------------------
                                                        2004            2003
                                                     -----------    -----------

Revenues
   Sales revenues ................................       112,062         55,295
   Cost of sales .................................       101,589         93,431
                                                     -----------    -----------
     Gross profit ................................        10,473        (38,136)

Operating expenses ...............................       326,798        199,589
                                                     -----------    -----------

Loss from operations .............................      (316,325)      (237,725)

Other income (expense)

   Reorganization expense ........................       (35,000)
   Interest expense ..............................       (19,280)       (40,456)
                                                     -----------    -----------
Total other income (expense) .....................       (19,280)       (75,456)
                                                     -----------    -----------

Net loss before income taxes .....................      (335,605)      (313,181)


Provision for income taxes


Net loss .........................................   $  (335,605)   $  (313,181)
                                                     ===========    ===========

Basic and diluted net loss per share .............   $     (0.05)   $     (0.05)
                                                     ===========    ===========

Weighted average number of shares outstanding ....     7,205,000      6,434,573
                                                     ===========    ===========

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-3
<PAGE>
<TABLE>
                                            MEDIANET GROUP TECHNOLOGIES, INC.

                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>

                                          Common      Common        Paid in    Paid in Capital  Accumulated     Total
                                          Shares      Stock         Capital     Stock Options     Deficit      Equity
                                         ---------  -----------   -----------  ---------------  -----------   ---------
<S>                                      <C>        <C>           <C>             <C>           <C>           <C>
Balance December 31, 2002 .............  5,686,662  $ 1,238,165   $         -     $      -      $(1,342,313)  $(104,148)

Stock issued for video library ........    200,000      200,000             -            -                -     200,000
Stock issued for interest .............     40,000       40,000             -            -                -      40,000
Recapitalization due to reverese merger    254,900   (1,471,983)    1,459,133            -                -     (12,850)
Stock issued in payment of debt .......    207,504          208       261,667            -                -     261,875
Stock issued for cash .................    300,000          300        74,700            -                -      75,000
Stock issued for services .............      2,500            2           623            -                -         625
Stock issued for reorganization costs .     80,000           80        19,920            -                -      20,000
Net loss for the year .................          -            -             -            -         (313,181)   (313,181)
                                         ---------  -----------   -----------     --------      -----------   ---------
Balance December 31, 2003 .............  6,771,566        6,772     1,816,043            -       (1,655,494)    167,321

Stock issued in payment of debt .......    750,000          750       674,250            -                -     675,000
Stock issued in payment of expenses ...     75,000           75       123,675            -                -     123,750
Stock issued in payment of expenses ...     30,000           30        44,970            -                -      45,000
Stock issued in payment of expenses ...     56,000           56        14,944            -                -      15,000
Stock issued for cash .................      8,000            8         1,992            -                -       2,000
Stock issued for prior year resolution      10,000           10           (10)           -                -           -
Stock issued for services .............     30,000           30         7,770            -                -       7,800
Stock options issued for services .....          -            -             -       15,072                -      15,072
Stock issued for cash .................     42,000           42        41,958            -                -      42,000
Net loss for the year .................          -            -             -            -         (335,605)   (335,605)
                                         ---------  -----------   -----------     --------      -----------   ---------
Balance December 31, 2004 .............  7,772,566  $     7,773   $ 2,725,592     $ 15,072      $(1,991,099)  $ 757,338
                                         =========  ===========   ===========     ========      ===========   =========

                   The accompanying notes are an integral part of the consolidated financial statements

                                                           F-4
</TABLE>
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              Year ended
                                                              December 31,
                                                        -----------------------
                                                           2004          2003
                                                        ---------     ---------
Cash flows from operating activities:
  Net loss .........................................    $(335,605)    $(313,181)
  Adjustments to reconcile net loss to
   net cash provided by (used in) operations:
    Depreciation and amortization ..................       53,539        48,944
    Stock issued for services ......................       22,800           625
    Stock options issued for services ..............       15,072
    Stock issued for reorganization expense ........            -        20,000
    Stock issued for interest payment on note ......            -        40,000
    Changes in operating liabilities and assets:
    Accounts receivable ............................         (851)        1,000
    Prepaid expense ................................        4,101        (4,869)
    Accounts payable and accrued liabilities .......       43,134        31,562
                                                        ---------     ---------
  Net cash used in operations ......................     (197,810)     (175,919)

Cash flows from investing activities:
  Investment in joint venture ......................       (2,500)            -
                                                        ---------     ---------
    Net cash used in investing activities ..........       (2,500)            -

Cash flows from financing activities:
  Stock issued for cash ............................       44,000        75,000
  Net proceeds from due to stockholders ............      163,457       108,590
                                                        ---------     ---------
    Net cash provided by financing activities ......      207,457       183,590
                                                        ---------     ---------

  Increase in cash and cash equivalents ............        7,147         7,671

  Cash and cash equivalents, beginning of period ...        8,015           344
                                                        ---------     ---------
  Cash and cash equivalents, end of period .........    $  15,162     $   8,015
                                                        =========     =========

Supplemental disclosures of cash flow information:
  Cash paid for interest ...........................    $  19,280     $       -
                                                        =========     =========
  Cash paid for income taxes .......................    $       -     $       -
                                                        =========     =========
Non-cash financing transactions
  Stock issued for services ........................    $  22,800     $     625
                                                        =========     =========
  Stock options issued for services ................    $  15,072     $       -
                                                        =========     =========
  Stock issued for repayment of due to shareholder .    $ 168,750     $ 261,875
                                                        =========     =========
  Stock issued for reorganization expense ..........    $       -     $  20,000
                                                        =========     =========
  Stock issued for interest payment on note ........    $       -     $  40,000
                                                        =========     =========
  Stock issued for film library ....................    $ 675,000     $ 200,000
                                                        =========     =========

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       F-5
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     The Company was incorporated on June 4, 1999 in the State of Nevada as
     Clamshell Enterprises, Inc. ("Clamshell") and was organized for the purpose
     for creating a corporate vehicle to locate and acquire an operating
     business.

     On May 22, 2003, Clamshell changed its name to MEDIANET GROUP TECHNOLOGIES,
     INC. ("MEDIANET" or the "Company"). BSP Rewards, Inc. ("BSP") formerly
     named Shutterport, Inc. and Eshutterbug.com, Inc., a Florida corporation,
     was founded February 4, 2000. The Company was formed to become an online
     provider of branded, business to business and business to consumer web
     portals to a variety of businesses. The Company will act as an aggregator
     (to bring in a variety of interests to the portal), facilitator (to assist
     users in communicating with each other) and infomediary (to gather and
     supply information to users). The Company is also developing a loyalty
     rewards program ("BSP rewards") and has begun to sign member providers and
     merchants. The Company will charge merchants participating in BSP rewards a
     percentage of the value of transactions it does.

     MERGER

     By a stock purchase agreement dated February 3, 2003 and approved by the
     board of directors effective March 31, 2003, ("Merger Date"), MEDIANET
     issued 5,926,662 shares of restricted common stock to the shareholders of
     BSP, in exchange for 100% of the issued and outstanding shares of BSP.
     Since the former stockholders of BSP owned a majority of the issued and
     outstanding shares of common stock of Clamshell after the merger and
     private placement of Clamshell stock, this transaction was accounted for as
     a recapitalization of BSP, whereby BSP, is deemed to be the accounting
     acquirer and has adopted the capital structure of Clamshell.

     The merger was effected by BSP paying $35,000, pursuant to a stock purchase
     agreement to the Clamshell shareholders for 3,331,000 shares of Clamshell
     or approximately 93% of the 3,585,900 total issued and outstanding common
     stock of Clamshell. Two payments for $5,000 and $10,000 were made, January
     31, 2003 and March 31, 2003, respectively. For the remaining $20,000, BSP
     issued 80,000 shares of common stock as part of the private placement
     mentioned below, at the price of $.25 per share to Mid Continental
     Securities Corp., a major stockholder in Clamshell. There were 254,900
     remaining Clamshell shares outstanding after the purchase of the Clamshell
     stock.

     These Clamshell shares acquired were subsequently cancelled by BSP and
     Clamshell issued 5,926,662 shares for the share exchange pursuant to the
     merger and share exchange agreement ("agreement") with BSP's stockholders.
     Pursuant to the agreement BSP's stockholders received one share of
     Clamshell common stock for each share of BSP's stock they held. At March
     31, 2003, the total outstanding shares were 6,181,562, which consisted of
     254,900 shares held by the original Clamshell stockholders and 5,926,662
     held by BSP stockholders.

     Due to the recapitalization of BSP, all reference to shares of BSP common
     stock has been restated to reflect the equivalent number of Clamshell
     shares outstanding at the Merger Date. In other words, the 5,926,662 BSP
     shares outstanding at March 31, 2003 are restated as 6,181,562 shares
     outstanding.

                                       F-6
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     MERGER (Continued)

     BSP obtained the funds needed to acquire the Clamshell shares through the
     sale of Clamshell's equity securities in a private placement under
     Regulation D, (400,000 shares at $.25 per share) to existing BSP
     stockholders. On April 1, 2003, the Board of Directors authorized an
     increase in the issuance of its restricted common stock under the private
     placement, from 400,000 shares to 440,000 shares. As of December 31, 2003,
     440,000 total shares were issued and outstanding as capital raised in the
     private placement. The 440,000 shares were issued in four separate
     transactions; 57,500 were issued as a shareholders' loan reduction, 2,500
     shares were issued for services provided, 300,000 shares were issued for
     cash, and 80,000 shares were issued as part of the reverse merger payment
     for Clamshell stock. A total of 7,772,566 and 6,771,566 common stock shares
     were outstanding as of December 31, 2004 and 2003.

     CAPITAL RESOURCES AND BUSINESS RISKS

     The Company's future operations are subject to all of the risks inherent in
     the establishment of a new business enterprise. At December 31, 2004 and
     2003, current liabilities exceeded current assets by $154,052 and $113,038,
     respectively.

     The financial statements have been prepared on the basis that the Company
     will continue as a going concern, which contemplates the realization and
     satisfaction of liabilities and commitments in the normal course of
     business. At December 31, 2004 and 2003, the Company had an accumulated
     deficit of $1,991,099 and $1,655,494. The Company also realized net losses
     of $335,605 and $313,181 for the years ended December 31, 2004 and 2003,
     respectively.

     Operations to date have been primarily financed by stockholder advances and
     equity transactions. As a result, the Company's future operations are
     dependent upon the identification and successful completion of permanent
     equity financing, the continued support of shareholders and ultimately, the
     achievement of profitable operations. These financial statements do not
     include any adjustments relating to the recoverability and classification
     of recorded asset amounts nor to amounts and classification of liabilities
     that may be necessary should it be unable to continue as a going concern.

     Factors that could effect the Company's future operating results and cause
     future results to vary materially from expectations include, but are not
     limited to, lower than anticipated business derived from existing clients,
     an inability to attract new clients and grow on its own, loss of a major
     customer, an inability to control expenses, technology changes in the
     industry, changes in regulatory requirements, a decline in the use of the
     internet as a savings mechanism for consumer purchases, a decline in the
     financial stability of the Company's clients and general uncertain economic
     conditions. Negative developments in these or other risk factors could have
     a material adverse effect on the Company's future financial position,
     results of operations and cash flows.

     PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
     MEDIANET and BSP, as described above. All significant intercompany balances
     and transactions have been eliminated in consolidation.

                                       F-7
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     CONTROL BY PRINCIPAL STOCKHOLDERS

     The directors, executive officers and their affiliates or related parties,
     own beneficially and in the aggregate, the majority of the voting power of
     the outstanding shares of the common stock of the Company. Accordingly, the
     directors, executive officers and their affiliates, if they voted their
     shares uniformly, would have the ability to control the approval of most
     corporate actions, including increasing the authorized capital stock of the
     Company and the dissolution, merger or sale of the Company's assets.

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS

     In October 2004 the Company issued 56,000 shares of its common stock to Mid
     Continental Securities Corp. in payment of $15,000 in legal fees paid for
     by MCS on behalf of the Company, at a per share price of $0.27.

     In April 2003, the Company's major stockholder, President and CEO ("major
     stockholder") converted $14,375 of debt in exchange for 57,504 shares of
     the Company's common stock at a per share price of $0.25 per share.

     On September 30, 2003, the Company's major stockholder converted $93,750 of
     reimbursable expenses and $30,000 of accrued salary owed to him by the
     Company, for an aggregate amount of $123,750, in exchange for 75,000
     restricted shares of the Company's shares of common stock at a per share
     price of $1.65.

     On December 31, 2003, the major stockholder converted $123,750 of debt owed
     to him by the Company in exchange for 75,000 restricted shares of the
     Company's common stock at a per share price of $1.65.

     On July 31, 2004, the major stockholder converted $103,750 of current debt
     and $20,000 of accrued salary owed to him by the Company, for an aggregate
     amount of $123,750, in exchange for 75,000 restricted shares of the
     Company's common stock at a per share price of $1.65.

     On September 30, 2004, the major stockholder converted $15,000 of
     reimbursable expenses and $30,000 of accrued salary owed to him by the
     Company in exchange for 30,000 restricted shares of the Company's common
     stock at a per share price of $1.50.

     The major stockholder personally pays expenses on behalf of the Company
     with the understanding that he will be reimbursed by the Company for such
     advances. The amounts due to the major stockholder were $42,027 and $20,755
     for the years ended December 31, 2004 and 2003.

                                       F-8
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

     On June 24, 2004 the Company issued 750,000 shares of its common stock in
     satisfaction of a debt in the amount of $675,000 owed to a stockholder for
     the 2003 purchase of the Howdy Doody film library (see note 6). The shares
     were issued at $0.90 per share.

     In October 2004 the Company issued a total of 8,000 shares at $0.25 per
     share for cash.

     On October 29, 2004 the Company issued 30,000 shares of its common stock at
     $0.26 per share to three independent contractors for services rendered.

     USE OF ESTIMATES

     The preparation of the financial statements, in conformity with accounting
     principles generally accepted in the United States of America, requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     SIGNIFICANT ESTIMATES

     Several areas require management's estimates relating to uncertainties for
     which it is reasonably possible that there will be a material change in the
     near term. The more significant areas requiring the use of management
     estimates related to valuation of website development costs, film library,
     accrued liabilities and the useful lives for amortization and depreciation.

     RESEARCH AND DEVELOPMENT COSTS

     Research and development costs are expensed as incurred. There were no
     research and development costs for the years ended December 31, 2004 and
     2003.

     REVENUE RECOGNITION

     The Company recognizes revenue when there is pervasive evidence of an
     arrangement, delivery has occurred, the fee is fixed or determinable,
     collectibility is reasonably assured, and there are no substantive
     performance obligations remaining. The Company's revenue recognition
     policies are in conformity with the AICPA's Statement of Position No. 97-2,
     "Software Revenue Recognition", as amended ("SOP 97-2").

     SOP 97-2 generally requires revenue from software arrangements involving
     multiple elements to be allocated to each element of the arrangement based
     on the relative fair values of the elements, such as software products,
     post-contract customer support, installation, or training and recognized as
     the element is delivered and the Company has no significant remaining
     performance obligations. The determination of fair value is based on
     objective evidence that is specific to the vendor. If evidence of fair
     value for each element of the arrangement does not exist, and the only
     outstanding deliverable is post-customer support, all revenue from the
     arrangement is recognized ratably over the term of the arrangement.

                                       F-9
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION (Continued)

     Revenue from website portal services is recognized as the services are
     performed. The web-site portal service revenues are derived from a
     combination of fees, which are prepackaged individually for each customer.
     The customers buy a combination of items specific to their individual
     needs, upon which revenues are derived.

     The Company charges a per-client, per-month repetitive web-site maintenance
     service fee. Customer payments received in advance for providing
     maintenance services are recorded as deferred revenue and are then
     recognized proportionately as the maintenance services are performed.
     Deferred revenues were not significant as of December 31, 2004 and 2003.

     Revenues generated in exchange for advertising services are valued at the
     fair value of the services exchanged, based on the Company' s own
     historical practice of receiving cash, or other consideration that is
     readily convertible to known amounts of cash for similar advertising from
     buyers unrelated in the barter transaction. During the years ended December
     31, 2004 and 2003, revenues derived from barter transactions were not
     significant.

     Revenues recognized in 2004 and 2003 related to licensing agreements of the
     Company's "film library", totaled $12,603 and $0. The revenue from the
     Howdy Doody episodes are recognized in accordance with Statement of
     Position ("SOP") 00-2, Accounting by Producers or Distributors of Films.
     The SOP specifies that revenue is to be recognized when all of the
     following conditions are met:

     1.  Pervasive evidence of a sale or licensing arrangement with a customer
         exists.

     2.  The film is complete and, in accordance with the terms of the
         arrangement, has been delivered or is available for immediate and
         unconditional delivery.

     3.  The license period of the arrangement has begun and the customer can
         begin its exploitation, exhibition, or sale.

     4.  The arrangement fee is fixed or determinable.

     5.  Collection of the arrangement fee is reasonably assured.

     When the Company's fee is based on a percentage or share of a customer's
     revenue from the exploitation of the Howdy Doody episodes, the Company
     recognizes revenue as the customer exploits the episodes and the Company
     meets all of the other revenue recognition conditions. In those
     circumstances the Company receives reports from the customers on a periodic
     basis and uses those reports as the basis for recording revenue.

     CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid debt investments with a maturity of
     three months or less as cash equivalents.

                                      F-10
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     EQUIPMENT

     Expenditures for maintenance, repairs and betterments, which do not
     materially extend the normal useful life of an asset, are charged to
     operations as incurred. Upon sale or other disposition of assets, the cost
     and related accumulated depreciation are removed from the accounts and any
     resulting gain or loss is reflected in income.

     Depreciation and amortization are provided for financial reporting
     primarily on the accelerated and the straight-line methods over the
     estimated useful lives of the respective assets as follows:

                                              Estimated
                                             Useful Life
                                             -----------

              Computer equipment               5 years

     LONG-LIVED ASSETS

     The carrying values of long-lived assets are periodically reviewed by
     management and impairments are recognized if the expected future non
     discounted cash flows derived from an asset are less than carrying value.
     No impairments have been recorded for the years ended December 31, 2004 and
     2003.

     OTHER ASSETS

     The Company capitalizes computer software development costs in accordance
     with the provisions of Statement of Financial Accounting Standards No. 86,
     "Accounting for the Costs of Computer Software to be Sold, Leased or
     Otherwise Marketed" ("SFAS No. 86"). SFAS No. 86 requires that the Company
     capitalize computer software development costs upon the establishment of
     the technological feasibility of a product, to the extent that such costs
     are expected to be recovered through future sales of the product.
     Management is required to use professional judgment in determining whether
     development costs meet the criteria for immediate expense or
     capitalization. These costs are amortized by the greater of the amount
     computed using (i) the ratio that current gross revenues from the sales of
     software bear to the total of current and anticipated future gross revenue
     from the sales of the software or (ii) the straight line method over the
     estimated useful life of the product. As a result, the carrying amount of
     the capitalized software costs may be reduced materially in the near term.

     Statement of Position 98-1, "Accounting for the Costs of Computer Software
     Development For or Obtained for Internal Use" ("SOP 98-1") requires
     capitalization of certain cost incurred in the development of content for
     the Company's website, and web site maintenance costs to be expensed as
     incurred.

                                      F-11
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     OTHER ASSETS (Continued)

     The Company capitalized in October 2000, $225,000 in website and software
     development costs. The capitalized costs, which are the outside consulting
     fees charged by 411now.com, Inc., are amortized to expense based on the
     estimated useful life (5 years). Amortization expense for software
     development totaled $45,092 and $45,092 for the years ended December 31,
     2004 and 2003. The estimated aggregate future amortization expense for
     capitalized website and software development costs remaining as of December
     31, 2004 is $33,363, which amount will be expensed during 2005.

     The trademark was placed in service September 2001 and cost approximately
     $4,000. Amortization expense was $400 and $400 for the years ended December
     31, 2004 and 2003.

     AMORTIZATION AND IMPAIRMENT OF FILM LIBRARY

     The Company amortizes the License and Agreement asset to the Howdy Doody
     films using the individual-film-forecast-computation method, in accordance
     with SOP 00-2, which amortizes or accrues (expenses) such costs in the same
     ratio that current period actual revenue (numerator) bears to estimated
     remaining unrecognized ultimate revenue as of the beginning of the current
     fiscal year (denominator). The Company began amortization of the
     capitalized film library in 2004, when the Company began to recognize
     revenue from the Howdy Doody tapes. Amortization expense related to the
     film library was $4,595 and $0 for the years ended December 31, 2004 and
     2003.

     Ultimate revenue to be included in the denominator of the
     individual-film-forecast-computation method fraction is subject to certain
     limitations as set forth in the SOP.

     If an event or change in circumstance indicates that the Company should
     assess whether the fair value of the License and Agreement to the Howdy
     Doody episodes is less than its unamortized costs, the Company will
     determine the fair value of the film and write off to the income statement
     the amount by which the unamortized capitalized costs exceeds the episode's
     fair value. The Company can not subsequently restore any amounts written
     off in previous fiscal years to income. There was no impairment loss
     recorded in 2004 and 2003.

     START-UP COSTS

     The Company, in accordance with the provisions of the American Institute of
     Certified Public Accountants Statement of Position (SOP) 98-5, "Reporting
     on the Costs of Start-up Activities, expensed all start-up and
     reorganization costs as they incurred.

     CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject the Company to credit risk
     consist principally of trade receivables. The Company extends credit to a
     substantial number of its customers and performs on going credit
     evaluations of those customers financial condition while, generally
     requiring no collateral. At December 31, 2004 and 2003, accounts receivable
     were insignificant, therefore the Company recorded no valuation allowance
     for such receivables.

                                      F-12
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     Financial instruments reported in the Company's consolidated balance sheet
     consist of cash, prepaid expenses, accounts payable, notes payable and
     accrued expenses, the carrying value of which approximate fair value at
     December 31, 2004.

     EARNINGS PER SHARE

     The Company accounts for earnings per share under the provisions of
     Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
     Share, which requires a dual presentation of basic and diluted earnings per
     share. Basic earnings per share excludes dilution and is computed by
     dividing income available to common stockholders by the weighted average
     number of common shares outstanding for the period. Diluted earnings per
     share is computed assuming the conversion of convertible preferred stock
     and the exercise or conversion of common stock equivalent shares, if
     dilutive, consisting of unissued shares under options and warrants. Basic
     and diluted losses are the same as the inclusion of unissued warrants and
     options in the denominator would be antidilutive.

     ADVERTISING COSTS

     All costs associated with advertising and promoting products are expensed
     in the year incurred. Advertising expense was $12,129 and $5,044 for the
     years ended December 31, 2004 and 2003, respectively.

     INCOME TAXES

     Income taxes are accounted for under the asset and liability method in
     accordance with Statement of Financial Accounting Standard No. 109
     "Accounting for Income Taxes" ("FAS 109"). Deferred tax assets and
     liabilities are recognized for the future tax consequences attributable to
     differences between the financial carrying amounts of existing assets and
     liabilities and their respective tax bases and operating loss and tax
     credit carry forwards. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which those temporary differences are expected to be recovered or settled.
     The effect on deferred tax assets and liabilities of a change in tax rates
     is recognized in income in the period that includes the enactment date.
     Deferred tax assets are reduced by a valuation allowance to the extent that
     the recoverability of the asset is not considered to be more likely than
     not.

     The Company did not provide any current or deferred income tax provision or
     benefit for any periods presented to date because it has experienced a net
     operating loss since inception, and has taken a full valuation allowance
     against all deferred tax assets.

                                      F-14
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     NEW ACCOUNTING PRONOUNCEMENTS

     In May 2004, the Emerging Issues Task Force of the FASB came to a consensus
     regarding EITF 02-14 "Whether an Investor Should Apply the Equity Method of
     Accounting to Investments Other Than Common Stock". The consensus of the
     task force is that the equity method of accounting is to be used for
     investments in common stock or in-substance common stock, effective for
     reporting periods beginning after September 15, 2004. The Company currently
     has an equity investment in a joint venture that is accounted for using the
     equity method, in compliance with the consensus.

     In November 2004, the FASB issued Statement No. 151, "Inventory Costs".
     SFAS No. 151 requires that items such as idle facility expense, excessive
     spoilage, double freight, and rehandling costs be recognized as current
     period charges and that allocation of fixed production overheads to the
     costs of conversion be based on the normal capacity of the production
     facilities. The statement is effective for fiscal periods beginning after
     June 15, 2005. The Company believes that the application of SFAS No. 151
     will have no significant impact on the financial statements.

     In December 2004, the FASB issued Statement No. 153, "Exchange of
     Non-Monetary Assets". SFAS No. 153 confirms that exchanges of nonmonetary
     assets are to be measured based on the fair value of the assets exchanged,
     except for exchanges of nonmonetary assets that do not have commercial
     substance. Those transactions are to be measured at entity specific values.
     The Company believes that the application of SFAS No. 153 will have no
     significant impact on the financial statements, as the Company has no
     immediate plans for the exchange of nonmonetary assets.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
     Payment," which amends SFAS No. 123, "Accounting for Stock-Based
     Compensation." SFAS No. 123, as revised, requires public entities to
     measure the cost of employee services received in exchange for an award of
     equity instruments based on the grant-date fair value of the award. The
     cost will be recognized over the period during which an employee is
     required to provide service in exchange for the award. No compensation cost
     is recognized for equity instruments for which employees do not render the
     requisite service. The effective date for the Company is the first
     reporting period beginning after December 15, 2005. Management expects that
     the application of SFAS No. 123 (revised 2004) will have no adverse effect
     on its results of operations, as the Company uses independent contractors
     rather than employees.

2.   LOSS PER SHARE

     Basic loss per common share ("LPS") is calculated by dividing net loss by
     the weighted average number of common shares outstanding during the period.
     Diluted earnings per common share are calculated by adjusting the weighted
     average outstanding shares, assuming conversion of all potentially dilutive
     stock options and warrants outstanding. Basic and diluted losses per share
     are the same, as the inclusion of unissued warrants and options in the
     denominator would be antidilutive.

                                      F-15
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.   STOCKHOLDER LOANS

     The caption "Due to Stockholders" consists of two short-term notes, both of
     which are unsecured. The principal amounts of the notes totaled $42,627 and
     $47,920 at December 31, 2004 and 2003. The notes bear no interest and are
     payable on demand. Any outstanding balances after March 1, 2005, will bear
     an annual interest rate of 6%. Upon mutual agreement between the
     stockholders and the Company, these notes are convertible on a quarterly
     basis, into restricted common shares valued at $1.65 per share.

4.   EQUIPMENT

     Equipment at cost consists of computer equipment and software. Depreciation
     expense for the years ended December 31, 2004 and 2003 was $3,452 and
     $3,452.

5.   INCOME TAXES

     The Company accounts for income taxes in accordance with the provisions of
     SFAS No. 109, "Accounting for Income Taxes."

     As of December 31, 2004, the Company has available a federal net operating
     loss carryforwards to offset future taxable income. The federal net
     operating loss carryforwards of approximately $1,379,000 will expire during
     the years 2020 through 2024.

     The Company has recorded a full valuation allowance against the deferred
     tax assets, including the federal and state net operating loss
     carryforwards as management believes that it is more likely than not that
     substantially all of the deferred tax assets will not be realized.

     The utilization of the net operating loss will be subject to a substantial
     limitation due to the "Change of ownership provisions" under Section 382 of
     the Internal Revenue Code and similar state provisions. Such limitation may
     result in the expiration of the net operating loss before its utilization.

6.   NOTE PAYABLE - RELATED PARTY TRANSACTION

     On January 5, 2003, BSP closed on an agreement with Adelstein Productions,
     Inc., a Florida corporation ("Adelstein"), to acquire 130 color episodes of
     the 1970's Howdy Doody television show ("Film Library"). The Company
     currently markets this intellectual property through video sales and
     television syndication. The total purchase price included 200,000 shares of
     common stock of the Company that was issued at closing, and a note payable.

                                      F-16
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.   NOTE PAYABLE - RELATED PARTY TRANSACTION (Continued)

     The principal amount of the note payable was $675,000 ("Note"), payable to
     an Adelstein stockholder ("Holder"), who has been assigned by Adelstein to
     collect the proceeds of the note and make the proper distributions to the
     Adelstein shareholders. This Holder is also a stockholder who has a greater
     than 10% interest in the Company. The Note bore an annual interest rate of
     approximately 6%. The total principal amount of the note was to mature on
     January 5, 2012. Accrued interest was payable annually in arrears, provided
     that the initial interest payment was made simultaneously with the issuance
     of this Note, by the issuance and delivery of 40,000 shares of the
     Company's Common Stock to the Holder. On January 5, 2003, the Company
     issued 40,000 shares of stock to the Holder of the Note for the initial
     first year interest payment of $40,000.

     The outstanding principal amount of this Note was converted to common
     shares of the Company on June 25, 2004, at a conversion price of $0.90 per
     share.

7.   CAPITAL STOCK

     The total number of shares of capital stock authorized to be issued by the
     Company is 50,000,000 shares of Common Stock, $.001 par value. Each share
     of capital stock entitles the holder thereof to one vote at each meeting of
     the stockholders of the Company.

8.   LEGAL PROCEEDINGS

     From time to time, the Company has disputes that arise in the ordinary
     course of its business. Currently, according to management, there are no
     material legal proceedings to which the Company is party of or to which any
     of their property is subject.

9.   COMMITMENTS AND CONTINGENCIES

     The Company has an employment agreement with the major stockholder
     providing for certain guaranteed payments starting January 1, 2003 and
     ending December 31, 2005. The terms of this employment agreement call for
     an annual salary of $40,000 plus other standard employee benefits. Included
     in due to stockholders' is $10,000 and $10,000 of accrued salary, under the
     employment agreement, to the major stockholder at December 31, 2004 and
     2003, respectively.

     The Company has a non-cancelable operating lease for office space with an
     unrelated party. The lease began March 1, 2004 and expires February 28,
     2007. Minimum payments under the agreement are set forth in the following
     table:

                                                Minimum lease
         Year ended December 31,              payment required:
         -----------------------              -----------------

                   2005                           $ 25,256
                   2006                             26,014
                   2007                              4,357
                                                  --------
                  Total                           $ 55,627

10.  OPERATING SEGMENTS

     The Company has only one material operating segment, the design, market and
     distribution of website portals which are sold in the United States.

                                      F-17
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11.  JOINT VENTURE

     On December 11, 2004 the Company, using its dba "Memory Lane Syndication",
     entered into an agreement with U Love Kids to form a partnership, "Songs
     from the Neighborhood - A Tribute to Mr. Rogers". The partnership will
     remarket Mr. Rogers films and memorabilia. At December 31, 2004 the Company
     had invested $2,500 into the venture, which had not yet begun operations.
     The Company will account for its 50% of the venture using the equity method
     of accounting in accordance with EITF 02-14.

12.  WARRANTS AND STOCK OPTIONS

     During 2003 the Company granted to Mid Continental Securities Corp. (MCS),
     warrants to purchase 500,000 shares of common stock at an exercise price of
     $1.50 per share. The warrants expire on December 31, 2005. On October 29,
     2004 the board of directors resolved to reduce the exercise price on the
     warrants from $1.50 to $1.00 per share. In December 2004 MCS exercised
     42,000 of the warrants. At December 31, 2004 and 2003, 458,000 and 500,000
     warrants were outstanding.

     On October 29, 2004 the Company adopted an Incentive and Non-Statutory
     Stock Option Plan. Pursuant to the Plan, the Company may grant incentive
     and non-statutory (nonqualified) stock options to officers, employees,
     directors, and certain other persons who provide services to the Company or
     its subsidiaries. A total of 350,000 shares of common stock have been
     reserved for issuance under the Plan. Non-employee directors may be granted
     options to purchase 5000 shares of the Company's common stock upon their
     initial election or appointment to the board. Incentive options may not be
     granted to a more than 10% stockholder.

     The maximum term of options granted under the Plan is ten years. Options
     granted are nontransferable and generally expire within three months after
     the termination of the grantee's service. The exercise price of incentive
     stock options must not be less than the fair value of the common stock on
     the date of the grant. The authority to grant new options under the Plan
     will terminate on October 29, 2014, unless the Plan is terminated prior to
     that time by the board of directors.

     On October 29, 2004 the Company granted non-statutory options to purchase
     90,000 at a per share price of $0.26 to three independent contractors who
     provide ongoing services to the Company. The issuance was accounted for
     using the fair value method in accordance with SFAS No. 123, "Accounting
     for Stock Based Compensation". Accordingly, compensation expense will be
     recognized over the vesting period. One third of the options vested in 2004
     and one third will vest in each of the years 2005 and 2006.

     Stock option and warrant transactions are summarized as follows:

                                           Stock Options       Warrants
                                          2004      2003    2004      2003
                                         -------  -------  -------  -------
     Outstanding - beginning of year ..        -        -  500,000        -
     Granted ..........................   90,000        -        -  500,000
     Exercised ........................        -        -   42,000        -
     Forfeited ........................        -        -        -        -
                                         -------  -------  -------  -------
     Outstanding - end of year ........   90,000        -  458,000  500,000
                                         =======  =======  =======  =======

                                      F-18
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12.  STOCK OPTION PLAN (Continued)

     The following table provides certain information with respect to the above
     referenced stock options outstanding at December 31, 2004:

                    Exercise      Number     Weighted Average   Weighted Average
                     Price     Outstanding    Exercise Price      Life - Years
                    --------   -----------   ----------------   ----------------
     Stock options   $0.26        90,000          $0.26               4.9
     Warrants        $1.00       458,000          $1.00               1.0


     The following table provides certain information with respect to stock
     options exercisable at December 31, 2004:

                                              Number           Weighted Average
                      Exercise Price       Outstanding          Exercise Price
                      --------------       -----------          --------------
     Stock options         $0.26              30,000                $0.26
     Warrants              $1.00             458,000                $1.00


     The weighted average fair value at date of grant for options granted during
     2004 was $0.50, and was estimated using the Black-Scholes option valuation
     model with the following assumptions:

              Expected life in years                 5
              Interest rate                        3.3%
              Volatility                          203.63
              Dividend yield                        0%

13.  SUBSEQUENT EVENTS

     On January 14, 2005 Memory Lane Syndication, Inc. was incorporated in the
     State of Florida as a wholly owned subsidiary of the Company. Previously
     the Company had "Memory Lane Syndication" as a dba.

     On January 21, 2005 the Company granted a total of 50,000 non-qualified
     stock options to two employees, in accordance with the Incentive and
     Non-Statutory Stock Option Plan. The options vest from 2005 to 2007 and are
     exercisable at $0.45 per share.

                                      F-19