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

                                  Form 10-KSB/A
                                 AMENDMENT NO. 1

__X__    Annual report under section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the fiscal year ended DECEMBER 31, 2003.

_____    Transition report under section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the transition period from ____ to ____.


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


       Nevada                       0-32307                     13-4067623
 -----------------                ------------             --------------------
  (State or other                 (Commission                 (IRS Employer
   jurisdiction                   File Number)             Identification  No.)
 of incorporation)


                         5100 W. Copans Road, Suite 710
                             Margate, Florida 33063
               --------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


          Issuer's telephone number, including area code: 561-392-4550


              1515 North Federal Highway, Boca Raton, Florida 33432
              -----------------------------------------------------
                  Former address, if changed since last report


           Securities to be registered under Section 12(b) of the Act:
                               Title of each class
                                       N/A

           Securities to be registered under Section 12(g) of the Act:
                         Common Stock, $0 .001 par value
                                (Title of Class)

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. [X] Yes [ ] No

Check if 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. [ ]

<PAGE>

State issuer's revenues for its most recent fiscal year:   $ 55,295.

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


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

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


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of December 31, 2003, the Company
had 6,771,566 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__

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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" beginning on page 11. 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., 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 and the
development of its business is set forth below (See "Development of the Business
of ShutterPort").

On March 31, 2003, we completed the business acquisition process by acquiring
all of the issued and outstanding common stock of ShutterPort 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

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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 became our wholly-owned subsidiary.

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. 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.

DEVELOPMENT OF BUSINESS OF SHUTTERPORT

All of our business operations are carried on through ShutterPort, our
wholly-owned subsidiary. 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 ShutterPort.

ShutterPort 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.

CURRENT AND FUTURE OPERATIONS

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.

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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 Picture Judge 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 PictureJudge
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

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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.

Examples of the proprietary features we have developed include our BSP Rewards
program (which is described below) and PictureJudge, 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 PictureJudge 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 18 months and during this development stage have sold 30 such portals.

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 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. It is one of
the features which clients may choose to include on their Brand-A-Port internet
portal, and is also currently operational as a separate stand-alone web site.
For clients who choose the BSP Rewards program as one of the features to be
included on their Brand-A-Port portal, the BSP Rewards program it may be branded
specifically to the client by adding the client's name, logo, color scheme and
products to the rewards program.

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Retail sellers of goods and services who we 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.

We are establishing 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. The Company plans to offer a 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. Each member provider agreement provides that the Company will pay to
each member provider a straight commission equal to a 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. The
four companies or associations with whom the Company has entered into member
provider agreements are Christian Benefits Association, Albert Hutchinson,
Celmark Direct/Vitaquest, and Media Works International, LLC. At this time, none
of these agreements are material and no revenues have yet to be produced.

We have also signed a Merchant Agreement with My Business Warehouse, which is a
business to business marketing group that acts as an intermediary between
companies that desire to do business with one another. My Business Warehouse has
agreed to pay a rebate equal to 10% of the value of each membership sale, and
will also redeem BSP Rewards for membership payments. The agreement with My
Business Warehouse is signed, but will not go into effect until the first
quarter of 2004.

As with the Brand-A-Port program, 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.

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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 commenced initial 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 video and box set,
respectively.

We have entered into two licensing agreements relating to Howdy Doody episodes.
The first is a Rights Acquisition Agreement with Good Times Entertainment
granting them a license to manufacture and distribute 40 of the Howdy Doody
episodes to retailers and on the internet. Good Times Entertainment is expected
to commence sales efforts in the first quarter of 2004 and will pay us a royalty
of ten percent of the net wholesale price on any sales that are 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 Good Times Entertainment will be
successful in selling videos and, accordingly, there is no assurance that we
will realize any 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
expects to begin receiving 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.

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.

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.

SHUTTERPORT

Our ShutterPort web site was introduced into the photography/images markets over
the past 36-month period and offers a wide variety of image and
photography-oriented content and features. It was the basis on which our
Brand-A-Port web application was built. We currently operate this site as a
demonstration site and do not receive any revenues from it.

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TOTAL HOME VIEW

Our Total Home View program incorporates a photo tour within a full-scale real
estate oriented site and portal. This program is in development and we intend to
introduce it to newspapers which in turn can offer it to as an incentive to real
estate brokers, associates and new home builders to encourage them to increase
their classified advertising budgets. The premise is for the newspapers to offer
the individualized portals free and then pay us a set monthly fee for each
participant (from increased ad revenue as a result of offering this feature). We
will also make this application available to real estate related organizations
with large sales staffs to utilize as an incentive to their agents. Each Total
Home View portal can be auto- replicated and automatically customized with the
broker/associate name and contact information. It allows participants to upload
their own photo and biography and add full home photo tours, descriptions and
audios for their listings.

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 provides conference room, reception
area, secretarial and ancillary services. The lease term for these premises is
until March 2004 at an approximate month cost of $2,000.

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 Brand-A-Port product and the BSP Rewards
program 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.

Initially we intend to market our products and services primarily through third
party resellers who are paid on a commission basis. We have signed 17 reseller
agreements which are non-exclusive and we anticipate that we will sign
agreements with additional resellers in the future. The Reseller 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 to resellers a commission of twenty to thirty percent for any products
and 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 reseller. 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, POPA Media, Summit Marketing Consultants, Wide
Trading Group, Marketing Consultants Plus, McAdams Marketing, RewardsPort, Marc
Phillips The Podulak Group, Robert H. Ross, Porter & Associates Marketing, Inc.,
Hispanic Call Centers, OneSource Network LLC, Mele Gabales, Thomas J. Reynolds
and International Direct Response, Inc. As of the date of this report, the
reseller agreements have not resulted in any significant revenues.

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Resellers 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 reseller 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 plan to 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 have commenced a marketing plan to 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
remains in the development 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 portal which can
also be customized into a community portal including both local and industry
specific information, there are many companies which offer "do-it-yourself"
websites. We also intend to compete on the basis of pricing and speed to market
of our Brand-A-Port product as well as its design, appearance ease of use and
the number of features which are available including our proprietary BSP Rewards
and PictureJudge applications.

WEB SITES

The following is a list of all of our proprietary websites:

         - www.medianetgroup.com             - www.picturejudge.com
         - www.brandaport.com                - www.doodyville.com
         - www.bsprewards.com                - www.memorylanesyndication.com
         - www.ShutterPort.com               - www.totalhomeview.com

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EMPLOYEES

Presently, we have 3 employees and 3 independent contractors. The executives are
Eugene Berns, Chairman, Martin Berns, Chief Executive Officer and a director,
and Ivan Bial, Vice President/Sales.

RISK FACTORS

THE SHARES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK,
INCLUDING, BUT NOT NECESSARILY LIMITED TO, THE RISK FACTORS DESCRIBED BELOW.
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY AND THIS OFFERING BEFORE
MAKING AN INVESTMENT DECISION.

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.

Up to December 31, 2002, ShutterPort, our wholly-owned subsidiary, was a
development stage entity that recently commenced an Internet 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.

RESALE OF OUR SECURITIES MAY BE DIFFICULT BECAUSE THERE IS NO CURRENT MARKET FOR
OUR SHARES AND IT IS POSSIBLE THAT NO MARKET WILL DEVELOP. THIS MAY REDUCE OR
LIMIT THE POTENTIAL VALUE OF OUR SHARES.

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There is no current public market for our securities, and no assurance that such
a public market will develop in the future. Even in the event that such a public
market does develop, there is no assurance that it will be maintained or that it
will be sufficiently active or liquid to allow shareholders to easily dispose of
their 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 $750,000 from exercise of an
outstanding warrant. We 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
warrant 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, members of our
management have made loans to us in order to provide sufficient funds to pay
monthly operating expenses. Martin Berns, our CEO, has agreed to advance up to
an additional $120,000 during the 12 month period ending September 30, 2004,
after which no member of management is obligated to make additional loans or
advancement. The funds committed by Mr. Berns will allow 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.

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 and Mr. Dennis Lane. Mr. Berns has an employment agreement with the
Company through December 31, 2005 at an annualized base salary of $40,000 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 December 31, 2004. Any unpaid
deferred salary is due and payable on January 1, 2005. Mr. Berns has the option,
with the consent of the Company, to convert all or any portion of the deferred
salary to Company shares at a price of $1.65 per share.

We do not currently have employment agreements with Dennis Lane 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 Mr. Lane and Mr.
Bial 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. Mr. Lane receives $1,000 per month
for consulting services related to development and marketing of the BSP Rewards
program. During the year ended December 31, 2003, we paid a total $20,000 of
consulting fees to these two officers.

                                       12
<PAGE>

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 one agreement 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. Even if we do not
realize any significant revenues from sales related to the Howdy Doody videos,
we are still obligated to make payments on the promissory note signed in
conjunction with purchase of the videos.

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.

                                       13
<PAGE>

To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of the 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:

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

         -  enhance our existing services;

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

         -  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.

There is no current trading market for our securities and there can be no
assurances that a trading market will develop, or, if such a trading market does
develop, that it will be sustained. In the event a trading market does develop
for our securities it will probably be 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 the our securities to be created or sustained. In the
event there is only a limited trading market in our securities, our shareholders
holders may have difficulty selling their shares which may reduce or eliminate
their ability to realize a profit from the sale of their shares.

                                       14
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

As of December 31, 2003, the Company leased approximately 500 sq. feet of office
space in an executive suite of offices that provides conference room, reception
area, secretarial and ancillary services. The lease term for these premises is
until March 2004 at an approximate month cost of $2,000. The Company's telephone
number is (561) 392-4550.

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.

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, 2003.

PART II

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

There is no established market for our shares. Our stock is not yet quoted on
the OTC Bulletin Board or on any other public market and we have not applied for
listing or quotation on any public market.

We currently have a total of 6,771,566 shares outstanding, all of which
constitute "restricted securities" as that term is defined in Rule 144 under the
Securities Act of 1933. Such securities are currently held of record by a total
of approximately 150 persons. We also currently have 500,000 shares which are
subject to purchase under an outstanding warrant. Upon issuance, the warrant
shares will also constitute "restricted securities."

                                       15
<PAGE>

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 year ended December 31, 2003 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.

                                                        Purchase      Aggregate
                                                        Price         Purchase
 Name                         Date          Shares      Per Share     Price
 -----------------------      ---------     -------     ---------     ---------
 Steve Adelstein              1/5/2003       40,000       1.000         40,000
 Steve Adelstein              1/5/2003      200,000       1.000        200,000
 Steve Adelstein              1/5/2003      450,000       1.500        675,000
 Mid-Continental
 Securities Corp.             1/5/2003      500,000       1.500        750,000
 Edith Silverman              1/30/2003      40,000       0.250         10,000
 Easter Wallace               1/30/2003      10,000       0.250          2,500
 Francine Moss                1/30/2003      10,000       0.250          2,500
 Gina M. Scialla              2/13/2003      40,000       0.250         10,000
 Dennis Lane                  2/25/2003     100,000       0.250         25,000
 Todd Berns                   3/1/2003       20,000       0.250          5,000
 Mark Anthony                 3/1/2003       11,000       0.250          2,750
 Bob and Rita
 Brand JTWROS                 3/1/2003       10,000       0.250          2,500
 Richard Martel               3/1/2003        2,500       0.250            625
 Tom and Patty Clarkson       3/1/2003        5,000       0.250          1,250
 James Charles                3/1/2003       10,000       0.250          2,500
 Richard Starke               3/1/2003       10,000       0.250          2,500
 Dominic Pope                 3/1/2003       10,000       0.250          2,500
 Gerald F. Van Fleet          3/1/2003        5,000       0.250          1,250
 Thomas J. Walsh              3/1/2003        4,000       0.250          1,000
 Kevin Hacker                 3/1/2003        4,000       0.250          1,000
 Col Shelley Lea Bennett      3/1/2003        6,000       0.250          1,500

                                       16
<PAGE>

                                                        Purchase      Aggregate
                                                        Price         Purchase
 Name                         Date          Shares      Per Share     Price
 -----------------------      ---------     -------     ---------     ---------
 Tom Hill                     3/1/2003        2,500       0.250            625
 Larry Lipman                 3/6/2003       20,000       0.250          5,000
 William Strauss              3/11/2003      20,000       0.250          5,000
 Gus Guilbert                 3/12/2003      20,000       0.250          5,000
 Peter J. and Lisa
 Luthringer, JT. Ten          4/16/2003       5,000       0.250          1,250
 Jill Trotter                 4/16/2003      20,000       0.250          5,000
 Dominick & Jeanette Pioppi   4/16/2003      10,000       0.250          2,500
 Joseph & Florence Pioppi     4/16/2003      10,000       0.250          2,500
 Cosmo A. Palmieri            4/16/2003      10,000       0.250          2,500
 Joseph H.  and Sandre
 Dowling, JT. TEN             4/16/2003      10,000       0.250          2,500
 Stephen Bushansky            4/16/2003       5,000       0.250          1,250
 Jack Drury                   4/18/2003      10,000       0.250          2,500
 Martin Berns                 9/30/2003      75,000       1.650        123,750
 Martin Berns                 12/31/2003     75,000       1.650        123,750

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.

                                       17
<PAGE>

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.

All of our current operations are carried on through ShutterPort and its
operating divisions. We anticipate that all planned future operations will also
be carried on through ShutterPort and its operating divisions.

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 18 months and during this period we have sold a total of
approximately 30 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.

We have been developing the BSP Rewards program during 2003. The development and
beta testing of this program was completed in December 2003, and initial
operations will commence in January 2004. These 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, 2003, 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 intend to 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.

During the first quarter of 2003 we completed the sale of 1800 videos to a video
wholesaler for resale through two catalogs.

As of December 31, 2003, we do not have cash on hand and we are operating on a
cash flow deficit of approximately $10,000 to $12,500 per month. For the fiscal
year ended December 31, 2002, we had gross revenues from operations of $24,533,
and a net loss of $151,443. For the year ended December 31, 2003, we had gross
revenues from operations of $55,295, and a net loss of $313,181.

During the fiscal year ended December 31, 2002, net cash used in operations was
$92,728, and during the fiscal year ended December 31, 2003, net cash used in
operations was $175,919. We currently maintain a low overhead of approximately
$20,000 per month primarily by paying minimal remuneration to management, hiring

                                       18
<PAGE>

consultants as needed and by maintaining operating expenses at a low level.
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, 2003, we had outstanding loans from
stockholders totaling approximately $57,920, which consists of two short term
notes totaling $47,920 and a short-term loan of $10,000, which is not
represented by a promissory note. The short-term notes include a $28,320 note
and a $19,600 note, 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, 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. The third loan is a
short-term loan from a company controlled by a stockholder and director of the
Company. This loan is not represented by a promissory note, has an unpaid
principal balance of $10,000 as of December 31, 2003, and is non-interest
bearing. The Company paid this loan in full in January 2004.

PLAN OF OPERATIONS

Our plan of operations is to seek to simultaneously develop several aspects of
our 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.

The Company completed the initial development and beta testing of its BSP
program at the end of December 2003. The Company has signed Reseller and/or
Member Provider Agreements with 21 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 a web-based retailer 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 2004.

The Company has signed a Rights Acquisition Agreement with Good Times
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the internet. Good Times Entertainment
is expected to commence sales efforts in the first quarter of 2004 and will pay
us a royalty of ten percent of the net wholesale price on any sales that are
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 Good Times Entertainment will be successful in selling videos
and, accordingly, there is no assurance that we will realize any 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 will receive a royalty of fifteen percent of the net wholesale price on
all sales and expects to begin receiving 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.

                                       19
<PAGE>

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, CEO, has agreed to
continue to defer the salary otherwise payable to him under his employment
agreement until January 1, 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 $26,700 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 a price of $1.65 per share.

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.

Although 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 with no increased overhead, we intend to direct our
greatest emphasis toward marketing of the BSP Rewards program because management
believes it currently has the greatest potential for growth and production of
revenue.

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

The Company completed the initial development and beta testing of its BSP
program at the end of December 2003. Subsequently the Company has signed
Reseller and/or Member Provider Agreements with 22 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 a web-based
retailer 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 2004.

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 will receive a royalty on all sales and expects to begin receiving
revenues during the fourth quarter of 2004.

ITEM 7.   FINANCIAL STATEMENTS.

See following pages.

                                       20
<PAGE>

                       MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                    AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2003



                                      INDEX



                                                                        Page
                                                                        ----

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS ...................   21

INDEPENDENT AUDITORS' REPORT .........................................   22

CONSOLIDATED FINANCIAL STATEMENTS:

     BALANCE SHEET ...................................................   23


     STATEMENTS OF OPERATIONS ........................................   24


     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) .........   25


     STATEMENTS OF CASH FLOWS ........................................   26


NOTES TO FINANCIAL STATEMENTS ........................................ 27-39


                                       21
<PAGE>

To the Board of Directors and Shareholders
MEDIANET GROUP TECHNOLOGIES, INC.
(Formerly Clamshell Enterprises, Inc.)
Boca Raton, Florida

                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheet of MEDIANET GROUP
TECHNOLOGIES, INC. (formerly Clamshell Enterprises, Inc.) and subsidiary as of
December 31, 2003 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
2003 and 2002. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
MEDIANET GROUP TECHNOLOGIES, INC. (formerly Clamshell Enterprises, Inc.) and
subsidiary as of December 31, 2003 and the consolidated results of its
operations and its consolidated cash flows for the years ended December 31, 2003
and 2002 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.

/s/Livingston, Wachtell & Co., LLP

New York, New York
January 23, 2004

                                       22
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003


                                     ASSETS
Current assets
     Cash and cash equivalents ................................     $     8,015
     Prepaid expenses .........................................           4,869
                                                                    -----------
           Total current assets ...............................          12,884
                                                                    -----------

Property and equipment - net ..................................           5,374
                                                                    -----------

Other assets
     Website and software development costs - net .............          78,455
     Trademark ................................................           3,600
     Licenses and agreements ..................................         875,000
                                                                    -----------

           Total other assets .................................         957,055
                                                                    -----------

           Total assets .......................................     $   975,313
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable and accrued liabilities .................     $    75,072
     Due to stockholders ......................................          57,920
                                                                    -----------

           Total current liabilities ..........................         132,992

Other liabilities
     Note payable related party ...............................         675,000
                                                                    -----------

           Total liabilities ..................................         807,992
                                                                    -----------

Commitments and contingencies

Stockholders' equity
     Common stock - $.001 par value,
           50,000,000 shares authorized;
           6,771,566 shares issued and outstanding ............           6,772
     Additional paid-in-capital ...............................       1,816,043
     Deficit ..................................................      (1,655,494)
                                                                    -----------
           Total stockholders' equity .........................         167,321
                                                                    -----------

           Total liabilities and stockholders' equity .........     $   975,313
                                                                    ===========

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

                                       23
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                          For The Years
                                                              Ended
                                                           December 31,
                                                          --------------
                                                      2003              2002
                                                      ----              ----
                                                                     (Restated)
Revenues .....................................     $    55,295      $    24,533

Cost of sales ................................          93,431          129,870
                                                   -----------      -----------

         Gross loss ..........................         (38,136)        (105,337)

Operating expenses ...........................         199,589           42,838
                                                   -----------      -----------

         Loss from operations ................        (237,725)        (148,175)

  Other expenses:
    Reorganization expense ...................          35,000                -

    Interest expense .........................          40,456            3,268
                                                   -----------      -----------

         Net loss ............................     $  (313,181)     $  (151,443)
                                                   ===========      ===========

Basic and diluted net loss per share
                                                   $      (.05)     $      (.03)
                                                   ===========      ===========
Weighted average number of
    common shares outstanding ................       6,434,573        5,345,881
                                                   ===========      ===========

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

                                       24
<PAGE>
<TABLE>
                                                MEDIANET GROUP TECHNOLOGIES, INC.
                                              (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                          FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                 Common Stock             Common Stock
                                                 No Par Value            .001 Par Value     Additional
                                                 ------------            --------------      Paid-in
                                             Shares        Amount       Shares     Amount    Capital       Deficit       Total
                                             ------        ------       ------     ------    -------       -------       -----
<S>                                        <C>           <C>           <C>         <C>      <C>          <C>           <C>
Balance January 1, 2002 .................    4,671,110   $ 1,216,254           -   $    -   $        -   $(1,190,870)  $  25,384

Common stock issued in repayment of
  shareholder loans at $2.00 ............        5,000        10,000           -        -            -        -           10,000

Common stock issued for cash at $0.01 ...      830,000         8,300           -        -            -        -            8,300

Common stock issued for services at $0.02      180,552         3,611           -        -            -        -            3,611

Net loss for the year ...................            -             -           -        -            -      (151,443)   (151,443)
                                           -----------   -----------   ---------   ------   ----------   -----------   ---------

Balance - December 31, 2002 .............    5,686,662     1,238,165           -        -            -    (1,342,313)   (104,148)

Common stock issued for licenses and
  agreements at $1.00 - January 2003 ....      200,000       200,000           -        -            -        -          200,000

Common stock issued for payment of
  interest on note payable - January 2003       40,000        40,000           -        -            -        -           40,000

Recapitalization as a result of reverse
  merger - March 2003* ..................   (5,926,662)   (1,478,165)  6,181,562    6,182    1,459,133        -          (12,850)

Common stock issued in repayment of
  shareholder liability .................            -             -     207,504      208      261,667        -          261,875

Common stock issued for cash at $0.25
  - April 2003 ..........................            -             -     300,000      300       74,700        -           75,000

Common stock issued for services at $0.25
  - April 2003 ..........................            -             -       2,500        2          623        -              625

Common stock issued  - reorganization
  costs at $0.25* .......................            -             -      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
                                           ===========   ===========   =========   ======   ==========   ===========  =========

*See footnote 1 regarding recapitalization of Shutterport, Inc.

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

                                                               25
</TABLE>
<PAGE>
<TABLE>
                                MEDIANET GROUP TECHNOLOGIES, INC.
                             (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                          For the Years
                                                                        Ended December 31,
                                                                        ------------------
                                                                      2003              2002
                                                                      ----              ----
                                                                                      (Restated)
<S>                                                                 <C>               <C>
Cash flows from operating activities:
     Net loss ..................................................... $(313,181)        $(151,443)
                                                                    ---------         ---------
     Adjustment to reconcile net loss to net cash used in operating
         activities:
              Depreciation and amortization .......................    48,944            48,543
              Common stock issued for services ....................       625             3,611
              Common stock issued for reorganization expense ......    20,000                 -
              Common stock issued for interest payment on note ....    40,000                 -
              Changes in operating assets and liabilities:
                 Accounts receivable, net .........................     1,000            (1,000)
                 Prepaid expenses .................................    (4,869)                -
                 Accounts payable and accrued liabilities .........    31,562             7,561
                                                                    ---------         ---------

     Net cash used in operating activities ........................  (175,919)          (92,728)
                                                                    ---------         ---------

Cash flows from investing activities:
     Net cash from investing activities ...........................         -                 -
                                                                    ---------         ---------

Cash flows from financing activities:
     Bank overdraft ...............................................         -            (2,035)
     Common stock, issued .........................................    75,000             8,300
     Due to shareholders, net .....................................   108,590            86,807
                                                                    ---------         ---------

     Net cash provided by financing activities ....................   183,590            93,072
                                                                    ---------         ---------

Net increase in cash and cash equivalents .........................     7,671               344

Cash and cash equivalents - beginning of year .....................       344                 -
                                                                    ---------         ---------

Cash and cash equivalents - end of year ........................... $   8,015         $     344
                                                                    =========         =========

Supplemental disclosure of cash flow information:
     Cash paid during the year for interest ....................... $     456         $   3,268
                                                                    =========         =========
     Cash paid during the year for taxes .......................... $       -         $       -
                                                                    =========         =========
Non-cash transactions:
     Stock issued for services .................................... $     625         $   3,611
                                                                    =========         =========
     Stock issued for repayment of shareholder liability .......... $ 261,875         $  10,000
                                                                    =========         =========
     Stock issued for reorganization expense ...................... $  20,000         $       -
                                                                    =========         =========
     Stock issued for interest payment on note .................... $  40,000         $       -
                                                                    =========         =========
     Stock issued for licenses and agreements ..................... $ 200,000         $       -
                                                                    =========         =========

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

                                               26
</TABLE>
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, 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 April 1, 2003, Clamshell changed its name to MEDIANET GROUP
     TECHNOLOGIES, INC. ("MEDIANET" or the "Company").

     Shutterport, Inc. ("Shutterport") formerly named 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 intends to
     sign member providers and merchants during its initial launch anticipated
     in 2004. 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
     Shutterport, in exchange for 100% of the issued and outstanding shares of
     Shutterport. Since the former stockholders of Shutterport 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 Shutterport, whereby Shutterport, is
     deemed to be the accounting acquirer and has adopted the capital structure
     of Clamshell.

     The assets and liabilities of Clamshell were deemed to have been acquired
     by Shutterport from Clamshell, at the Merger Date. Clamshell did not have
     any assets at the Merger Date and its net assets and net loss were not
     significant, therefore, proforma information for 2003 and 2002 is not being
     presented. All financial information included in this report and on this
     Form 10-KSB prior to the Merger Date is those of Shutterport, as if
     Shutterport had been the registrant. The financial information since the
     Merger Date is those of MEDIANET and Shutterport consolidated.

     The merger was effected by Shutterport 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, Shutterport 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.

                                       27
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     MERGER (Continued)

     These Clamshell shares acquired were subsequently cancelled by Shutterport
     and Clamshell issued 5,926,662 shares for the share exchange pursuant to
     the merger and share exchange agreement ("agreement") with Shutterport's
     stockholders. Pursuant to the agreement Shutterport's stockholders received
     one share of Clamshell common stock for each share of Shutterport'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 Shutterport stockholders.

     Due to the recapitalization of Shutterport, all reference to shares of
     Shutterport 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 Shutterport shares outstanding at March 31, 2003 are restated as
     6,181,562 shares outstanding.

     Shutterport 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
     Shutterport 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
     three 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 6,771,566 common stock
     shares were outstanding as of December 31, 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, 2003,
     current liabilities exceeded current assets by $ 113,038.

     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, 2003, the Company had an accumulated deficit of
     $1,655,494. The Company also realized net losses of $313,181 and $151,443
     for the years ended December 31, 2003 and 2002, respectively.

     Operations to date have been primarily financed by stockholder debt 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.

                                       28
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     CAPITAL RESOURCES AND BUSINESS RISKS (Continued)

     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 Shutterport as described above. All intercompany balances and
     transactions have been eliminated in consolidation.

     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

     MidContinental Securities Corp. holds 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.

     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
     long-term debt 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. The $1.65 per share price for the conversion of debt owed to the
     major stockholder is consistent with the proposed maximum offering price
     per share in the Company's Form SB-2 Registration Statement and related
     amendments as filed with the U.S. Securities and Exchange Commission.

                                       29
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

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

     The major stockholder personally incurred expenses on behalf of the Company
     and charged back the Company for the cost of these expenses. The total
     expenses were $20,755 for the year ended December 31, 2003.

     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, 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, 2003 and
     2002.

     REVENUE RECOGNITION

     The Company recognizes revenue when there is persuasive 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").

                                       30
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION (Continued)

     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.

     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, 2003 and 2002.

     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, 2003 and 2002, revenue derived from barter transactions were not
     significant.

     There was no revenue recognized in 2003 from the asset captioned "Licensing
     and agreements, which totaled $875,000, as reported on the balance sheet at
     December 31, 2003. The revenue from the Howdy Doody episodes will be
     recognized in accordance with Statement of Position ("SOP") 00-2,
     Accounting by Producers or Distributors of Films. The SOP requires the
     following, when all of the following conditions are met:

          1.   Persuasive 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.

                                       31
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION (Continued)

     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 will
     recognize revenue as the customer exploits the episodes and the Company
     meets all of the other revenue recognition conditions. In those
     circumstances the Company would expect to receive reports from the
     customers on a periodic basis and would use 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.

     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 Lives
                                           ------------

                     Computer equipment      5 years

     LONG-LIVED ASSETS

     The carrying values of long-lived assets are periodically reviewed by
     management and impairments would be recognized if the expected future non
     discounted cash flows derived from an asset were less than carrying value.
     No impairments have been recorded for the years ended December 31, 2003 and
     2002.

                                       32
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 are expensed as
     incurred.

     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 for the year ended December 31, 2003 and 2002.
     The estimated aggregate future amortization expense for capitalized website
     and software development costs remaining as of December 31, 2003 is as
     follows:

                            Years             Amount
                            -----             ------

                            2004              $45,090
                            2005              $33,365

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

     AMORTIZATION AND IMPAIRMENT OF LICENSES AND AGREEMENTS

     The Company will amortize the License and Agreement asset to the Hoody
     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 will begin amortization
     of the capitalized License and Agreement when the Howdy Doody tapes when it
     begins to recognize revenue from the tapes. No revenue was earned in 2003,
     therefore no amortization was recorded for the year.

                                       33
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     AMORTIZATION AND IMPAIRMENT OF LICENSES AND AGREEMENTS (Continued)

     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 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, expenses all start-up and
     organizational 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.

     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, 2003.

     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 no options, warrants or convertible
     preferred stock have been issued.

                                       34
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     ADVERTISING COSTS

     All costs associated with advertising and promoting products are expensed
     in the year incurred. Advertising expense was $5,044 and $1,462 for the
     years ended December 31, 2003 and 2002, 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.

     RESTATEMENT - 2002

     The Company restated its financial statements for 2002. The net loss
     previously reported of 156,860 was restated to $151,443, as reported in the
     accompanying financial statements.


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.

                                       35
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.   LOSS PER SHARE (Continued)

     The numerator and denominator used in the basic and diluted LPS of common
     stock computations are presented in the following table.

                                                    For the Years Ended
                                                        December 31,
                                                        ------------
                                                     2003          2002
                                                     ----          ----

     NUMERATOR FOR BASIC AND DILUTED LPS
          Net loss to common shareholders .....  $  (313,181)  $  (151,443)
                                                 ===========   ===========

     DENOMINATOR FOR BASIC AND DILUTED LPS
          Weighted average shares of common
            stock outstanding .................    6,434,573     5,345,881
                                                 ===========   ===========

     LPS - Basic and diluted ..................  $      (.05)  $      (.03)
                                                 ===========   ===========

     The weighted average number of common shares outstanding prior to the
     reverse acquisition is deemed to be 5,926,662, being the number of shares
     issued to effect the reverse acquisition.


3. STOCKHOLDERS' LOANS

     The caption "Due to Stockholders" consists of two short-term notes, both of
     which are unsecured. The principal amount of the notes are $47,920, bearing
     an annual interest rate at 6.750%, payable monthly. On October 1, 2003, the
     maturity dates of all these notes were extended to January 1, 2005, and
     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, one stockholder has agreed to fund the Company up to
     $120,000 over a 12 month period, as non-interest bearing loan due January
     1, 2005, if paid in fully by March 1, 2005. Any outstanding balance after
     March 1, 2005, will bear an interest rate of 6%. Upon mutual agreement
     between this stockholder and the Company, this loan is convertible, on a
     quarterly basis, into restricted common shares valued at $1.65 per share.

     Total interest expense for the years ended December 31, 2003 and 2002 was
     $40,456 and $3,268, respectively.

                                       36
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


4.   EQUIPMENT

     Equipment at cost consists of:

                                                          December 31,
                                                              2003
                                                              ----

     Computer software and equipment ...................... $17,263

     Less: accumulated depreciation .......................  11,889
                                                            -------

          Total ........................................... $ 5,374
                                                            =======

     Depreciation expense for the years ended December 31, 2003 and 2002 was
     $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, 2003, the Company has available a federal net operating
     loss carryforwards to offset future taxable income. The federal net
     operating loss carryforwards of $1,058,176 expire during the years 2020
     through 2023.

     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, Shutterport 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 ("Purchased
     Assets"). The Company intends to market this intellectual property through
     video sales and television syndication. The total purchase price includes
     200,000 shares of common stock of the Company that was issued at closing
     and a note payable.

                                       37
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


6.   NOTE PAYABLE - RELATED PARTY TRANSACTION (Continued)

     The principal amount of the note payable is $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 14%
     interest in the Company. The Note bears an annual interest rate of
     approximately 6%. The total principal amount of the note matures on January
     5, 2012. Accrued interest shall be payable annually in arrears, provided
     that the initial interest payment is 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 plus all accrued but unpaid
     interest due thereon shall be convertible at the option of the Holder at a
     conversion price equal to $1.50 per share, subject to certain equity
     adjustments. The Holder must convert at least $75,000 of Principal amount
     at any one time. If less than $75,000 of Principal is outstanding, then all
     of such remaining amount of principal shall be converted, if any is
     converted.

     The Company shall have the option of paying the interest in cash or shares
     of the Company's Common Stock. If payment is made in shares, then the
     number of shares shall be computed based on 60% of the average bid price
     for the 10 trading days ending on the interest payment date.

     The Company may offset against the Note balance any direct out-of-pocket
     expenses paid by the Company, including legal fees, used to defend any
     third party claims against the Purchased Assets relating to the ownership
     of such assets, up to $75,000. The Company is required to provide Adelstein
     documentation of such expenses.


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.

                                       38
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                     (FORMERLY CLAMSHELL ENTERPRISES, INC.)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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 of accrued salary, under the employment
     agreement, to the major stockholder at December 31, 2003.

     The Company occupies office space located in Boca Raton, Florida, which
     expires February 29, 2004. Total rent expense for the years ended December
     31, 2003 and 2002 was $21,495 and $-0-, respectively.


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.


11.  SUBSEQUENT EVENTS - UNAUDITED

     During the period of January 1, 2004 through March 29, 2004, the Company
     has signed Reseller and/or Member Provider Agreements with various
     individuals or companies. These agreements allow companies to become
     Resellers and/or Member Providers of licenses of the MediaNet portals, BSP
     REWARDS and other products and services offered by the Company.

     The terms of these agreements are generally 1 year from the effective date,
     and can be renewed for successive 1 year periods after initial 1 year term,
     if agreed by both parties in writing within 30 days of license expiration.
     Either party may terminate the "AGREEMENT" on 60 days written notice during
     a renewed term. Compensation to the resellers should be made within 30 days
     of receipt of cleared funds.

     The Company has also signed a 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 will receive a royalty on all sales and expects to begin
     receiving revenues during the fourth quarter of 2004.

                                       39
<PAGE>

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

The Company has had no change in, or disagreements with, its principal
independent accountant during the fiscal years ended December 31, 2002 or
December 31, 2003 or during the period from December 31, 2003 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, 2003, 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, 2003, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

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, 2003 are as follows:

                                       40
<PAGE>

 NAME                   AGE       POSITION
 ----                   ---       --------

 Martin A. Berns         67       Chief Executive Officer and Director since
                                  March 31, 2003

 Eugene H. Berns         67       Chairman since March 31, 2003

 Ivan L. Bial            59       Vice President, Principal Financial Officer,
                                  Secretary, Director and Chairman of the Audit
                                  Committee since March 31, 2003

 Joseph Porrello         59       Director since March 31, 2003

 Dennis Lane             56       Director since March 31, 2003

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. 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.

                                       41
<PAGE>

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.

IVAN BIAL

Vice President, Director, Principal Financial Officer 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.

                                       42
<PAGE>

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.

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.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based solely on a review of Forms 3 furnished to the Company during the fiscal
year ended December 31, 2003 and Forms 5 furnished to the Company with respect
to the fiscal year ended December 31, 2003, one of the Company's directors was
delinquent in filing their Form 3 report as required under Section 16(a) of the
Exchange Act. This director's holdings were accurately reflected in his timely
filing of Form 5. The Company's other 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
filed as Exhibit 14 to this report.

ITEM 10. EXECUTIVE COMPENSATION.

There was no compensation of any type awarded to, earned by, or paid to any of
our executive officers for the fiscal years ending December 31, 2001 and
December 31, 2002. We do not currently

                                       43
<PAGE>

have any stock option, retirement, pension, or profit-sharing plan for the
benefit of our directors, officers, or other employees.

The following table provides summary information concerning cash and
compensation awarded to, earned by, or paid to any of our officers and directors
for all services rendered to the Company in all capacities for the fiscal year
ended December 31, 2003.

 Name and Principal Position       Year         Salary        Other Compensation
 ---------------------------       ----       ----------      ------------------
 Martin Berns, CEO                 2003       40,000 (1)                0
 Ivan Bial, Vice President         2003            0               12,000 (2)
 Dennis Lane, Director             2003            0                8,000 (3)

(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 December 2004. Any unpaid deferred salary is due
and payable on January 1, 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 at a price of $1.65 per share.

(2) Mr. Bial has a consulting agreement 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.

(3) Mr. Lane has a consulting agreement 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

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.

                                       44
<PAGE>

                                         Number of Shares
 Name and Address                       Beneficially Owned      Percent of Class
 ----------------                       ------------------      ----------------

 Martin A. Berns(1)
 5100 W. Copans Road, Suite 710
 Margate, Florida 33063 ................      2,150,000              31.75%

 Eugene H. Berns(1)(5)
 5100 W. Copans Road, Suite 710
 Margate, Florida 33063 ................        552,500               8.16%

 Ivan L. Bial(1)
 5100 W. Copans Road, Suite 710
 Margate, Florida 33063 ................        700,000              10.34%

 Joseph Porrello(1)
 5100 W. Copans Road, Suite 710
 Margate, Florida 33063 ................         55,552               0.82%

 Dennis Lane(1)(2)
 5100 W. Copans Road, Suite 710
 Margate, Florida 33063 ................        250,000               3.69%

 Steve Adelstein(3)
 624 West Tropical Way
 Plantation, FL 33317 .................       1,135,000              16.76%

 Mid-Continental Securities Corp.(4)
 P.O. Box 110310
 Naples, FL 34108-0106.................         500,000               7.38%

 All officers and directors (5 persons)       3,708,052              54.76%

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

(2) Mr. Lane is the President of Laneco, which owns 16,666 shares, and he
thereby claims beneficial ownership of 16,666 shares.

(3) Includes 220,000 shares owned by AUW, Inc., of which Mr. Adelstein may be
deemed to be the beneficial owner. Also includes 450,000 shares which may be
issued upon conversion of a promissory note issued in conjunction with purchase
of the episodes of the Howdy Doody television show from Adelstein Productions,
Inc.

(4) Includes 500,000 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. The
principal and the beneficial owner of Mid-Continental

                                       45
<PAGE>

Securities Corp is Mr. Frank Pioppi. Mr. Pioppi owns 92% of the issued and
outstanding common stock of Mid-Continental Securities Corp.

(5) Includes 52,500 shares owned by his minor child, Justin Berns, of which Mr.
Berns may be deemed to be the beneficial owner.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Martin Berns, Eugene Berns and Ivan Bial may be considered promoters. In April
2000, they formed ShutterPort, 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,
2003, the total of such loans was approximately $57,920 and was comprised of
three 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 $28,320. A second loan, which is from Eugene Berns and is
represented by a promissory note, has an unpaid principal balance of
approximately $19,600. 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. The third loan is a
short-term loan from Housing Marketing Team, a company controlled by Eugene
Berns. This loan is not represented by a promissory note, has an unpaid
principal balance of $10,000 and is non-interest bearing.

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. 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.

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 December 31, 2004. The unpaid deferred salary is due and payable in full
on January 1, 2005, without interest. He also has the right, on a quarterly
basis, to convert any deferred salary to restricted common stock at a price of
$1.65 per share.

                                       46
<PAGE>

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 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.

We have oral agreements with two of our officers pursuant to which we pay them
consulting fees for services they provide to the Company. Ivan 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. Dennis Lane receives $1,000 per month for consulting services related to
development and marketing of the BSP Rewards program. During the fiscal year
ended December 31, 2003, we paid a total $20,000 of consulting fees to these two
officers.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (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).

                                       47
<PAGE>

         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

         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) No reports on Form 8-K were filed by the Company during the last
         quarter of its fiscal year ending December 31, 2003.

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, and $12,000 for the fiscal year ended December 31, 2002. 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
were $8,000 during the period ended December 31, 2003, and $0 during the period
ended December 31, 2002.

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 but $0 for the fiscal
year ended December 31, 2002.

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, and $0
for the fiscal year ended December 31, 2002.

All Other Fees

Livingston, Wachtell & Co., LLP did not bill the Company for any products and
services other than the foregoing during the fiscal years ended December 31,
2003 and December 31, 2002.

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<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: May 13, 2004


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.


/s/ MARTIN BERNS
Martin Berns, CEO, President and Director

Date: May 13, 2004



/s/ IVAN BIAL
Ivan Bial, Principal Financial Officer, Secretary,
Director and Principal Accounting Officer

Date: May 13, 2004

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