SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

                  For the fiscal year ended: December 31, 2008

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

                         Commission File Number: 0-49801

                        MEDIANET GROUP TECHNOLOGIES, INC.
                        ---------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

              NEVADA                                    13-4067623
              ------                                    ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                          5100 WEST COPANS ROAD STE 810
                                MARGATE, FL 33063
                          -----------------------------
              (Address of principal executive office and zip code)

                                 (954) 974-5818
                                 --------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

          Securities Registered Pursuant to Section 12 (B) of the Act:

     Title of Each Class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
COMMON STOCK PAR VALUE 0.001                OVER THE COUNTER BULLETIN BOARD

        Securities Registered Pursuant to Section 12(G) of the Act: None

<PAGE>

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer |_|   Accelerated filer |_|   Non-accelerated filer |X|

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

As of March 18, 2009, there were 20,599,802 shares of the Registrant's common
stock outstanding and the aggregate market value of such shares held by
non-affiliates of the Registrant's common stock (based upon the average bid and
ask price of such shares as reported on the Over-the-Counter Bulletin Board) was
approximately $1,380,828. Shares of the Registrant's common stock held by each
executive officer and director have been excluded in that such persons may be
deemed to be affiliates of the Registrant. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

                                       ii
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                    FORM 10-K

                   For the Fiscal Year Ended December 31, 2008

                                TABLE OF CONTENTS

NUMBER                                                                      PAGE
--------                                                                    ----

PART I

Item 1.     Business .......................................................   1
Item 1A.    Risk Factors ...................................................   5
Item 2.     Properties .....................................................  11
Item 3.     Legal Proceedings ..............................................  11
Item 4.     Submission of Matters to a Vote of Security Holders ............  11

PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities .............  11
Item 6.     Selected Financial Data ........................................  12
Item 7.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations .....................................  13
Item 7A.    Quantitative and Qualitative Disclosures about Market Risk .....  19
Item 8.     Financial Statements and Supplementary Data ....................  19
Item 9      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure ......................................  19
Item 9A.    Controls and procedures ........................................  20
Item 9B.    Other Information ..............................................  20

PART III

Item 10.    Directors and Executive Officers of the Registrant .............  21
Item 11.    Executive Compensation .........................................  24
Item 12.    Security Ownership of Certain Beneficial Owners and Management .  26
Item 13.    Certain Relationships and Related Transactions .................  27
Item 14.    Principal Accountant Fees and Services ........................   27

PART IV

Item 15.    Exhibits and Financial Statement Schedules .....................  28

Signatures .................................................................  29

                                      iii
<PAGE>

                                   USE OF TERM

Except as otherwise indicated by the context, references in this report to
"Company," "MEDG," "we," "us" and "our" are references to the combined business
of MediaNet Group Technologies, Inc. and its subsidiaries.

                           FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K 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-K under the heading "Risk
Factors". These and other factors may cause our actual results to differ
materially from any forward-looking statement. We caution you not to place undue
reliance on these forward-looking statements. Although we base these
forward-looking statements on our expectations, assumptions and projections
about future events, actual events and results may differ materially, and our
expectations, assumptions and projections may prove to be inaccurate. The
forward-looking statements speak only as of the date hereof, and we expressly
disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this filing.

Forward-looking statements are not guarantees of performance and by their nature
are subject to inherent risks and uncertainties. We caution you therefore that
you should not rely on these forward-looking statements. You should understand
the risks and uncertainties discussed in "Item 1A--Risk Factors" and elsewhere
in this report, could affect our future results and could cause those results or
other outcomes to differ materially from those expressed or implied in our
forward-looking statements.

Any forward-looking information contained in this report speaks only as of the
date of the report. Factors or events may emerge from time to time and it is not
possible for us to predict all of them. We undertake no obligation to update or
revise any forward-looking statements to reflect new information, changed
circumstances or unanticipated events.

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties, and relate to future events or our future financial or
operating performance. These statements include, but are not limited to,
statements concerning:

                                       iv
<PAGE>

   o  the anticipated benefits and risks of our business relationships;

   o  our ability to attract retail and business customers;

   o  the anticipated benefits and risks associated with our business strategy;

   o  our future operating results;

   o  the anticipated size or trends of the market segments in which we compete
      and the anticipated competition in those markets;

   o  potential government regulation;

   o  our future capital requirements and our ability to satisfy our capital
      needs;

   o  the potential for additional issuances of our securities;

   o  our plans to devote substantial resources to our sales and marketing
      teams;

   o  the possibility of future acquisitions of businesses, products or
      technologies;

   o  our belief that we can attract customers in a cost-efficient manner;

   o  our belief that current or future litigation will likely not have a
      material adverse effect on our business;

   o  the ability of our online marketing campaigns to be a cost-effective
      method of attracting customers;

   o  our belief that we can internally develop cost-effective branding
      campaigns;

   o  the results of upgrades to our infrastructure and the likelihood that
      additional future upgrades can be implemented without disruption of our
      business;

   o  our belief that we can maintain or improve upon customer service levels
      that we and our customers consider acceptable;

   o  our belief that our information technology infrastructure can and will
      support our operations and will not suffer significant downtime;

   o  statements about our community site business and its anticipated
      functionality;

   o  our belief that we can maintain inventory levels at appropriate levels
      despite the seasonal nature of our business; and,

   o  our belief that we can successfully offer and sell a constantly changing
      mix of products and services.

                                        v
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

BACKGROUND AND CORPORATE INFORMATION
------------------------------------

MediaNet Group Technologies, Inc., ("we," "us," "our," the "Company"), was
incorporated under the laws of the State of Nevada on June 4, 1999, under the
name of Clamshell Enterprises, Inc. We were formed as a "blind pool" or "blank
check" company whose business plan was to seek to acquire a business opportunity
through a merger, exchange of stock, or other similar type of transaction. On
March 31, 2003, we completed the business acquisition process by acquiring all
of the issued and outstanding common stock of Brand-A-Port, Inc. in a share
exchange transaction. We issued 5,926,662 shares in the share exchange
transaction in which Brand-A-Port's shareholders received one of our shares for
each share of common stock of Brand-A-Port which they owned. As a result of the
share exchange, Brand-A-Port became our wholly owned and operating subsidiary.

The former shareholders of Brand-A-Port acquired a majority of our issued and
outstanding common stock as a result of completion of the share exchange
transaction. Therefore, although Brand-A-Port became our wholly owned
subsidiary, the transaction was accounted for as a recapitalization of
Brand-A-Port, whereby Brand-A-Port is deemed to be the accounting acquirer and
is deemed to have adopted our capital structure.

We changed our name to MediaNet Group Technologies, Inc., in May, 2003.

In June, 2005, we changed the name of our subsidiary, Brand-A-Port to BSP
Rewards, Inc. to better reflect our focused business endeavors.

OVERVIEW
--------

The operations of MediaNet Group Technologies, Inc. have been carried on through
wholly owned subsidiaries. As used herein, the "Company" refers to MediaNet
Group Technologies, Inc. and its wholly owned subsidiaries. The Company's
operations included the design, development and marketing of (1) branded loyalty
programs, and (2) branded websites..

The Company operations were split among two subsidiaries:

   1. BSP Rewards

   2. Memory Lane Syndication- currently inactive

The Company has decided to concentrate its focused efforts in our main
subsidiary, BSP Rewards. Its Memory Lane Subsidiary is currently inactive and
has had limited revenue during 2008 and 2007.

BSP Rewards                This subsidiary, BSP Rewards, provides private
                           branded loyalty and reward web malls and programs to
                           both for-profit and not-for-profit companies and
                           organizations and for online and in-store merchants.
                           The program is designed as a shopping service through
                           which members receive rebates (rewards) on purchases
                           of products and services from participating
                           merchants. These rewards earned may be accumulated by
                           the member and may be used to purchase gift cards,
                           donate to a charity, or loaded onto a debit

                                        1
<PAGE>

                           MasterCard by which they can make additional
                           purchases from any participating merchant in the
                           program or anywhere in the world that debit
                           MasterCard t cards are accepted. The BSP program is
                           proprietary to the Company.

Memory Lane Syndication    Through this subsidiary, in 2005 we acquired
                           ownership of 130 color episodes of the 1970's Howdy
                           Doody television show. Subsequently, in 2005, we
                           produced a combination CD/DVD known as Songs From The
                           Neighborhood / The Music of Mister Rogers. This
                           subsidiary is currently inactive.

BSP REWARDS

BSP Rewards is a loyalty and rewards program designed as a shopping service
through which members receive rebates (rewards points) on purchases of products
and services from participating merchants. These rewards act as a common
currency that may be accumulated and used to make purchases of gift cards,
donate to a charity, or loaded onto a debit MasterCard by which they can make
additional purchases from any participating merchant in the program.
Additionally, once the loyalty points are loaded on the MasterCard, the consumer
can utilize this debit card at any merchant where the debit MasterCard is
accepted.

The BSP Rewards program is a web based retail mall concept. Retail sellers of
goods and services who join in the program as participating merchants agree to
pay rebates to us for our members who purchase goods and services through the
program at their individual web stores. 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. A portion of the Company's
rebate is paid to the organization or company which enrolled the member in the
program.

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 gift cards
online that are redeemable at participating merchants or load their reward
points onto our stored value MasterCard or participating affiliated cards that
can be utilized at online and in-store merchants for redemption. The BSP debit
card allows the reward points to be loaded on the card and spent like cash at
participating merchants and anywhere debit MasterCard is accepted.

Member Providers are companies, organizations and groups that enroll their
employees or members in the BSP Rewards program. The program is sometimes
offered free to member providers who auto-enroll their member base. Member
provider agreements provide that the organization will normally enroll their
members for free or nominal amount and BSP shall pay to the member providers a
percentage of the rewards earned by the members that each member provider
enrolls in the program. A member provider only earns a percentage if the members
enrolled actually earn rewards through the program.

Presently, our marketing program is focusing on groups or organizations that
have the potential of enrolling large numbers of members. Major membership clubs
and organizations, credit and stored value card users. Having the capability of
quickly expanding the BSP membership base to their large participating groups,
would greatly enhance our potential membership and revenue streams. To extend
our presence in these markets and others, we would require substantial working
capital prior to enhancing marketing efforts directed at larger organizations as
such efforts can be time consuming and costly.

                                        2
<PAGE>

OUR INDUSTRY

We classify our business operations as a member of the loyalty, on line shopping
mall, and rewards sector, and marketing services, each of which are fragmented
and diverse industries. While the industry consists of many companies and
organizations that provide loyalty and rewards in various means and fashions,
few offer a complete package. There are many other similar businesses; however,
most others do not include many of the features and benefits that we do
including offering a stored value debit card and continuous email communications
with members. It requires significant time and resources to develop a mature,
flexible, broad-based platform and to attract and market the program to a wide
variety of business segments. We are of the opinion that 85% of our operating
model is executed by other related businesses, however, not all 85% can be found
in one program or platform and the other 15% is proprietary to BSP Rewards. The
benefit of creating a viable and valuable rewards and shopping mall program in
today's environment is due to an ongoing shift towards online shopping versus
traditional brick and mortar shopping. Today's consumers are looking to save
wherever and whenever possible, particularly on their everyday shopping needs,
including gas, grocery, apparel and office supplies.

COMPETITION

We private brand our web mall program for companies, organizations and
associations with features that include, but is not limited to, their logo and
corporate image, cross links between the mall and their own corporate websites
where the end user associates the website with the host brand. Our competition
includes other established loyalty/rewards companies, service provider that
aggregate affiliate network merchants and existing web portals. While some
competitors offer a private branded rewards program, most do not offer all of
the features as BSP, including our redemption option through a stored value
MasterCard, cross marketing applications and customer communications. We intend
to compete on the basis of pricing and speed to market, ease of use, our
platform and the number of features available in our proprietary BSP Rewards
application.

MARKETING AND STRATEGY

Our target markets for sales of our BSP Rewards program include small, medium
and large sized companies, organizations and associations that will be able to
utilize our rewards mall platform for a variety of uses including, but not
limited to, loyalty, continuity, customer acquisition and retention and for
fundraising applications.

This potential market includes membership clubs, non-profit organizations,
alumni associations, retailers and corporations, marketing alliance partners,
credit and debit card issuers and network marketing companies.

We market our products and services primarily through third party marketing
partners who are paid on a commission basis. The marketing partners representing
our services are companies that already have an existing channel relationships.
We have signed a number of marketing partner agreements which are non-exclusive
and we anticipate that we will sign agreements with additional representatives
in the future. The Agreements, which generally have a term of one year with
automatic one-year renewals, provide for the payment by the Company of a
commission based on BSP rewards earned by members that are signed into the
program through the marketing partner.

                                        3
<PAGE>

The Company sometimes pays a commission for any products and internet portals
sold on behalf of the Company and a commission for hosting fees paid to the
Company by buyers of malls or websites as a result of the activities of the
marketing partner. In some instances, we also allow clients for whom we have
built portals to act as resellers. As of the date of this report, the marketing
agreements have not resulted in any significant revenues.

We anticipate that the organizations that enroll members also become involved
with the BSP Rewards program will devote a portion of their advertising and
marketing funds to the branded program . We, in turn, will help to develop
customer awareness of our products and services as well as enhance usage of the
program

Part of the marketing strategy for the BSP Rewards mall program is to continue
to maintain and operate various demonstration sites designed for specific
industries. We do not typically 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 BSP.

Developing market acceptance for our existing and proposed projects will
continue to require substantial marketing and sales efforts and the expenditure
of a significant amount of funds to inform potential member providers and
strategic marketing partners of the benefits and advantages of Company products
and services and to achieve name recognition. There can be no assurance that we
will be able to further penetrate existing markets on a wide scale basis.

Currently, the main marketing efforts of the Company are directed towards the
BSP Rewards program. We look for clients who have the ability to quickly expand
the BSP membership base to a much greater participating group, which would
greatly enhance our potential revenue stream through the utilization of our
internet mall.

OUR CHALLENGES

Our ability to successfully operate our business and achieve our goals and
strategies is subject to numerous challenges and risks as discussed more fully
in the section titled "Risk Factors," including for example:

   o  any failure to expand our operations and web presence to sufficiently meet
      our customers' demands and our ability to attract new clients;

   o  any inability to effectively manage rapid growth and accurately project
      market demand for our product offerings;

   o  risks associated with future investments or acquisitions;

   o  economic, political, regulatory, legal and foreign exchange risks
      associated with web-based enterprises;

   o  any loss of key members of our senior management; and,

   o  unexpected changes in economic situations or legal environment.

You should read and consider the information set forth in "Risk Factors" and all
other information set forth in this filing.

                                        4
<PAGE>

                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth a summary of the financial data for MediaNet
Group Technologies, Inc. and subsidiaries at December 31, 2008 and 2007. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes appearing elsewhere in this Report.

                                                             Year Ended
                                                            December 31,
                                              2008            2007 (1)
                                          -----------       ------------

Revenues ...........................      $ 2,655,173       $ 1,178,185
Operating expenses .................        1,053,688         1,068,749
Operating ( loss) ..................         (838,316)         (977,793)
Income taxes .......................                0                 0
Net (loss) .........................         (837,947)         (977,071)
Loss per share - basic and diluted .            (0.04)            (0.08)
Working capital (deficit) ..........         (343,777)         (111,525)
Current assets .....................          171,790           293,404
Total assets .......................          181,790           308,869
Current liabilities ................          515,567           404,929
Total liabilities ..................          515,567           404,929
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)         (333,777)          (96,060)

(1) 2007 classifications are changed to conform to 2008 classifications

OUR ADDRESSES

The address of MEDG's principal executive office is 5100 West Copans Road, Ste
810, Margate, FL 33063, and our telephone number is (954) 974-5818. We maintain
a website at www.medianetgroup.com that contains information about us, but that
information is not a part of this Annual Report.

ITEM 1A. RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY. WE ARE SUBJECT TO ALL THE RISKS ASSOCIATED
WITH THE 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 SHARES OF COMMON STOCK.

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.

                                        5
<PAGE>

RESALE OF OUR SECURITIES MAY BE DIFFICULT BECAUSE THERE IS A LIMITED MARKET FOR
OUR SHARES.

Although our securities are traded on the OTCBB, there is only a limited active
public market for our securities, and no assurance that an active public market
will develop in the future. Even in the event that such an active 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 $274,000 from the exercise of
all outstanding warrants. The price of the Warrants to exercise shares is
significantly higher than the current market value of shares and therefore the
Company does not expect in the near future the exercise of the Warrants. We may
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 warrants are 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
our expansion plans.

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.
Berns has an employment agreement with the Company through December 31, 2009 at
an annual base salary of $52,000, plus normal fringe benefits. Additionally Mr.
Berns may receive, from time to time, bonuses as determined by the Board of
Directors.

The loss of the services of Mr. Berns would have a material adverse effect on
our ability to maintain and expand our current business operations or to develop
related products and services. We do not presently have "key man" life insurance
with respect to our management. Our success is also dependent upon our ability
to hire and retain additional qualified executives and creative marketing
personnel. There can be no assurance that we will be able to hire or retain such
necessary personnel and our inability to do so would have a material adverse
impact on our ability to expand our current business operations and achieve
profitability.

THE PORTIONS OF OUR BUSINESS WHICH ARE RELATED TO REWARD PROGRAMS, ONLINE
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.

                                        6
<PAGE>

The online commerce market is 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 INTERNET AND ONLINE 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 ADAPT EXISTING
PRODUCTS TO NEW TECHNOLOGIES. IF WE ARE UNABLE TO DO SO, IT WOULD ADVERSELY
AFFECT OUR ABILITY TO REACH OR MAINTAIN PROFITABILITY.

To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of the web malls and Internet portals
we market and sell. The Internet and the online commerce industry are
characterized by rapid technological change, changes in user and customer
requirements and preferences and frequent product and service introductions.

If competitors introduce products and services embodying new technologies or if
new industry standards and practices emerge, then our existing web sites,
proprietary technology and systems may become obsolete. Our future success will
depend on our ability to do the following:

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

   o  enhance our existing services;

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

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

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

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

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<PAGE>

There is a limited trading market for the shares and there can be no assurance
that an active trading market will develop, or, if such a market does develop,
that it will be sustained. The trading market is subject to rules adopted by the
Securities and Exchange Commission that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks are generally
equity securities with a price of less than $5.00, except for securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to make a special written
determination that the penny stock is a suitable investment for the purchaser
and to receive the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitability statement. These
disclosure requirements will have the effect of making it more difficult for an
active trading market in the Shares to be created or sustained. Since there is
only a limited trading market in the Shares, holders of the Shares may have
difficulty selling their shares which may reduce or eliminate their ability to
realize a profit from the sale of their shares.

OUR RAPID EXPANSION COULD SIGNIFICANTLY STRAIN OUR RESOURCES, MANAGEMENT AND
OPERATIONAL INFRASTRUCTURE WHICH COULD IMPAIR OUR ABILITY TO MEET INCREASED
DEMAND FOR OUR PRODUCTS AND HURT OUR BUSINESS RESULTS.

To accommodate our anticipated growth, we will need to expend capital resources
and dedicate personnel to implement and upgrade our accounting, operational and
internal management systems and enhance our record keeping and contract tracking
system. Such measures will require us to dedicate additional financial resources
and personnel to optimize our operational infrastructure and to recruit more
personnel to train and manage our growing employee base. If we cannot
successfully implement these measures efficiently and cost-effectively, we will
be unable to satisfy the demand for our products, which will impair our revenue
growth and hurt our overall financial performance.

IF WE CANNOT KEEP PACE WITH MARKET CHANGES AND PRODUCE IMPROVED WEB SITES WITH
NEW TECHNOLOGIES IN A TIMELY AND COST-EFFICIENT MANNER TO MEET OUR CUSTOMERS'
REQUIREMENTS AND PREFERENCES, THE GROWTH AND SUCCESS OF OUR BUSINESS WILL BE
HINDERED.

The Internet market is characterized by increasing demand for new and advanced
technologies, evolving industry standards, intense competition and wide
fluctuations in product supply and demand. If we cannot keep pace with market
changes and produce web site products incorporating new technologies in a timely
and cost-efficient manner to meet our customers' requirements and preferences,
the growth and success of our business will suffer.

From time to time, new products, product enhancements or technologies may
replace or shorten the life cycles of our products or cause our customers to
defer purchases of our existing products.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THE OPERATING EFFECTIVENESS OF OUR
INTERNAL CONTROLS ATTESTED TO BY OUR INDEPENDENT AUDITORS.

                                        8
<PAGE>

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the
SEC adopted rules requiring public companies to include a report of management
on the Company's internal controls over financial reporting in their annual
reports, including Form 10-K. We are subject to this requirement commencing with
our fiscal year ending December 31, 2007 and a report of our management is
included under Item 9A of this Annual Report on Form 10-K. In addition, SOX 404
requires the independent registered public accounting firm auditing a company's
financial statements to also attest to and report on the operating effectiveness
of such company's internal controls. However, this annual report does not
include an attestation report because under the current law, we will not be
subject to these requirements until our annual report for the fiscal year ending
December 31, 2009. We can provide no assurance that we will comply with all of
the requirements imposed thereby. There can be no assurance that we will receive
a positive attestation from our independent auditors. In the event we identify
significant deficiencies or material weaknesses in our internal controls that we
cannot remediate in a timely manner or we are unable to receive a positive
attestation from our independent auditors with respect to our internal controls,
investors and others may lose confidence in the reliability of our financial
statements.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The risks and uncertainties described below are not the only ones facing us.
Other events that we do not currently anticipate or that we currently deem
immaterial also may affect our results of operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE.

Our operating results have varied on a quarterly basis during our operating
history. Our operating results may fluctuate significantly as a result of a
variety of factors, many of which are outside our control. Factors that may
affect our operating results include the following:

   o  our ability to retain an active user base, attract new users, and ;

   o  our ability to increase activity of the users of our web malls;

   o  the amount and timing of operating costs and capital expenditures relating
      to the maintenance and expansion of our businesses, operations, and
      infrastructure;

   o  general economic conditions, including higher inflation, the possibility
      of a recession in the U.S. and interest rate fluctuations, as well as
      those economic conditions specific to the Internet and ecommerce
      industries;

   o  regulatory and legal actions imposing obligations on our businesses or our
      users;

   o  the actions of our competitors, including the introduction of new sites,
      services, products and technologies

   o  consumer confidence in the safety and security of transactions using our
      websites or technology;

   o  the cost and availability of online and traditional advertising, and the
      success of our brand building and marketing campaigns;

                                        9
<PAGE>

   o  our ability to develop product enhancements, programs, and features at a
      reasonable cost and in a timely manner;

   o  our ability to upgrade and develop our systems, infrastructure, and
      customer service capabilities;

   o  technical difficulties or service interruptions involving our websites or
      services provided to us or our users by third parties;

   o  our ability to comply with the requirements of entities whose services are
      required for our operations, such as credit card associations and banks;

   o  our ability to attract new personnel in a timely and effective manner and
      to retain key employees; and,

   o  continued consumer acceptance of the Internet as a medium for commerce and
      communication in the face of increasing publicity about fraud, spoofing,
      phishing, viruses, spyware, and other dangers of the Internet.

RISKS RELATED TO THE MARKET FOR OUR STOCK GENERALLY

THE MARKET PRICE OF OUR COMMON STOCK IS VOLATILE, LEADING TO THE POSSIBILITY OF
ITS VALUE BEING DEPRESSED AT A TIME WHEN YOU WANT TO SELL YOUR HOLDINGS.

The market price of our common stock is volatile, and this volatility may
continue. For instance, between January 1, 2008 and December 31, 2008, the
closing bid price of our common stock, as reported on the markets on which our
securities have traded, ranged between $0.04 and $0.27. Numerous factors, many
of which are beyond our control, may cause the market price of our common stock
to fluctuate significantly. These factors include:

   o  our earnings releases, actual or anticipated changes in our earnings,
      fluctuations in our operating results or our failure to meet the
      expectations of financial market analysts and investors;

   o  changes in financial estimates by us or by any securities analysts who
      might cover our stock;

   o  speculation about our business in the press or the investment community;

   o  significant developments relating to our relationships with our customers
      or suppliers;

   o  stock market price and volume fluctuations of other publicly traded
      companies and, in particular, those that are in the web-based industry;

   o  customer demand for our products;

   o  general economic conditions and trends;

   o  major catastrophic events;

   o  changes in accounting standards, policies, guidance, interpretation or
      principles;

   o  loss of external funding sources;

   o  sales of our common stock, including sales by our directors, officers or
      significant stockholders; and,

                                       10
<PAGE>

   o  additions or departures of key personnel.

Moreover, securities markets may from time to time experience significant price
and volume fluctuations for reasons unrelated to operating performance of
particular companies. These market fluctuations may adversely affect the price
of our common stock and other interests in our company at a time when you want
to sell your interest in us.

WE DO NOT INTEND TO PAY DIVIDENDS ON SHARES OF OUR COMMON STOCK FOR THE
FORESEEABLE FUTURE.

We have never declared or paid any cash dividends on shares of our common stock.
We intend to retain any future earnings to fund the operation and expansion of
our business and, therefore, we do not anticipate paying cash dividends on
shares of our common stock in the foreseeable future.

ITEM 2.  PROPERTIES

As of December 31, 2008, the Company leased approximately 2,784 sq. ft. of
office space from an unaffiliated third party.

The term of the lease, which is for two year starting in 2008 is as follows:
$4,203 per month for the first twelve months, and $4,335 per month for the last
twelve months.

ITEM 3.  LEGAL PROCEEDINGS

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

No known 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 our security holders during 2008.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR OUR COMMON STOCK
---------------------------

Our common stock is quoted on the Over The Counter Bulletin Board (OTCBB) under
the symbol "MEDG." The following table sets forth, for the periods indicated,
the high and low closing prices of our common stock. These prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.

                                       11
<PAGE>

                                  CLOSING BID PRICES (1)
                                  ----------------------
                                     HIGH         LOW
                                     ----         ---
YEAR ENDED DECEMBER 31, 2008
1st Quarter ................         $.27        $.13
2nd Quarter ................          .22         .15
3rd Quarter ................          .22         .13
4th Quarter ................          .16         .04

YEAR ENDED DECEMBER 31, 2007
1st Quarter ................         $.50        $.19
2nd Quarter ................          .25         .15
3rd Quarter ................          .16         .05
4th Quarter ................          .19         .06

(1) The above tables set forth the range of closing prices per share
www.yahoo.com for the periods indicated.

REPORTS TO STOCKHOLDERS
-----------------------

Our shareholders, through our filings on the web, including www.sec.gov,can
review all of our period reporting requirements of the Exchange Act including
our annual report for December 31, 2008 and December 31, 2007.

APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
-------------------------------------------------

On December 31, 2008, there were approximately 266 stockholders of record of our
common stock.

DIVIDEND POLICY
---------------

We currently intend to retain and use any future earnings for the development
and expansion of our business and do not anticipate paying any cash dividends in
the near future.

ITEM 6.  SELECTED FINANCIAL DATA

The selected consolidated statement of income data for the years ended December
31, 2008, and 2007 and balance sheet data as of December 31, 2008, and 2007 are
derived from our audited consolidated financial statements included elsewhere in
this Report.

The following selected historical financial information should be read in
conjunction with our consolidated financial statements and related notes and the
information contained in Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

                                       12
<PAGE>

                                                 YEAR ENDED DECEMBER 31,
STATEMENT OF OPERATIONS DATA:                   2008              2007 (1)
                                            ------------       ------------

Sales revenue: .......................      $  2,655,173       $  1,178,185
Cost of sales ........................         2,439,801          1,087,229
Gross profit .........................           215,372             90,956
Expenses:
   Selling and Administrative expenses           838,195            787,389
   Consulting Fees (1) ...............           215,493            180,033
   Other .............................                 0            101,357

      Total expenses .................         1,053,688          1,068,749

Loss from Operations .................          (838,316)          (977,793)
Interest Income ......................               369                722
Net Loss .............................      $   (837,947)      $   (977,071)

Loss per Share - basic and diluted ...              (.04)              (.08)

Weighted average number of shares
 outstanding - basic and diluted .....        19,096,982         12,273,833

(1) 2007 classifications are changed to conform to 2008 classifications

                                                     DECEMBER 31,
BALANCE SHEET DATA:                             2008              2007 (1)
                                            ------------       ------------
Cash and cash equivalents ............      $     45,390       $    255,580
Working capital (deficit) ............          (343,777)          (111,525)
Total assets .........................           181,790            308,869
Total current liabilities ............           515,567            404,929
Long term liability ..................                 0                  0
Total liabilities ....................           515,567            404,929
Total stockholders' equity (deficit) .          (333,777)           (96,060)

(1) 2007 classifications are changed to conform to 2008 classifications

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

OUR CORPORATE HISTORY

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 March 31, 2003 we
completed the acquisition of all of the issued and outstanding shares of
Brand-A-Port, Inc., in a share exchange transaction. The former shareholders of
Brand-A-Port 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 Brand-A-Port became our wholly owned
subsidiary, the transaction was accounted for as a recapitalization of
Brand-A-Port, whereby Brand-A-Port was deemed to be the accounting acquirer and
was deemed to have adopted our capital structure.

                                       13
<PAGE>

On May 22, 2003 we changed our name to MediaNet Group Technologies, Inc.

All of our current operations are carried on through BSP Rewards, Inc. and
Memory Lane Syndication, Inc., our two (2) wholly owned subsidiaries.

The Company evaluates performance based on several factors, of which the primary
financial measure is business segment income before taxes. The accounting
policies of the business segments are the same as those described in "Note 1:
Summary of Significant Accounting Policies." The following tables reflect the
operations of the Company's reportable segments:

                                                      December 31,
                                                2008               2007
                                            ------------       ------------
Revenues
   Gift Cards ........................      $  2,241,203       $    934,642
   Loyalty Points-commissions ........           283,187            119,675
   Web Design / Maintenance / hosting            122,884             97,682
   Other .............................             7,899             26,186
           Total Gross Revenues ......         2,655,173          1,178,185

Cost of Sales
   Gift Cards ........................         2,192,001            936,090
   Loyalty Points ....................           220,361            110,569
   Web Design / Maintenance / hosting             25,026             31,811
   Other .............................             2,414              8,759
          Total Cost of Sales ........         2,439,801          1,087,229

RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

COMPARISON OF 2008 AND 2007 (Fiscal Year Ended December 31, 2008 as compared to
Fiscal Year Ended December 31, 2007)

SALES REVENUES

STATEMENT OF OPERATION ITEMS
----------------------------

For 2008, we had revenues from operations of $2,655,173, and a loss from
operations of $(838,316). For 2007, we had revenues from operations of
$1,178,185, and a loss from operations of $(977,793.)

   o  GIFT CARD sales increased $1,306,561, or 140%, to $2,241,203 in 2008
      compared to $934,642 for the fiscal year ended 2007. The increase is
      primarily attributable to a larger assortment of gift cards to choose from
      and additional members purchasing in our web mall.

   o  LOYALTY POINT revenues increased $163,512, or 137%, to $283,187 compared
      to $119,675 for the fiscal year ended 2007. The increase is primarily a
      direct result of increased merchant participation, an increase in members
      shopping at online merchants and increase in our membership base.


   o  WEB DESIGN / MAINTENANCE / HOSTING increased $25,202, or 26%, to $122,884
      in 2008 compared to $97,682 for the fiscal year ended 2007. The increase
      is primarily attributable to building our base as we obtain new web mall
      clients.

                                       14
<PAGE>

   o  OTHER decreased $18,287, or 70%, to $7,899 compared to $26,186 for the
      fiscal year ended 2007. This decrease is primarily attributable to the
      dormant aspect of our media and entertainment properties, Memory Lane
      Syndication, Inc.

COST OF SALES of gift cards increased in 2008 to $2,192,001 from $936,090 in
2007 as a direct result of the increase in revenues from the sale of gift cards.
In order for us to increase our gift card sales, we carried a larger inventory
and variety to accommodate consumer demands.

COST OF SALES of loyalty points increased in 2008 to $220,361 from $110,569 in
2007 as a direct result of the increased of revenues of web mall.

COST OF SALES of web design/maintenance decreased in 2008 to $25,026 from
$31,811 in 2007 as a direct result of the increased efficiencies and cost
reductions.

OPERATING EXPENSES for the fiscal year ended December 31, 2008, were $1,053,688,
compared to $1,068,749 for the fiscal year ended December 31, 2007, a net
decrease of $15,061. The net decrease was a direct result of not having the 2007
impairment loss of $101,327,the increased in consulting fees of $35,460,
increase in loyalty marketing of $27,930,increase in shipping of $21,061, due to
increase sales of gift cards, and increase in other expenses of $1,815..

Balance Sheet Items
-------------------

LOYALTY POINTS PAYABLE for the fiscal year ended December 31, 2008, were
$133,773, compared to $138,046 for the fiscal year ended December 31, 2007, a
decrease of $4,273. The decrease was a direct result of consumer increasing
their loading of points onto their debit MasterCard cards. This results in the
Company making more direct cash payments to members and a concomitant reduction
in the liability to members. At December 31, 2008, we did not segregate, in a
voluntary account any amounts as compared to $25,000 at December 31, 2007.This
segregated amount is purely a discretionary segregation of funds, without any
security interests, legal or contractual obligation which is used to make
payments onto the members debit Master Card cards. This segregated account is at
the total discretion and determination of the Board of Directors and from time
to time the amount increases or decreases.

ACCRUED LIABILITIES FOR PROFESSIONAL EXPENSES for the fiscal year ended December
31, 2008, were $153,936, compared to $185,264 for the fiscal year ended December
31, 2007, a decrease of $31,328. The decrease was a result of less expense
activity during 2008 as a result of the postponement of compliance with the
Sarbane-Oxley Act of 2002 as compared to 2007.

ACCOUNTS PAYABLE AND NOTE PAYABLE to related party increased by $132,500 for the
year ended December 31, 2008. The increase was the result of working capital
requirements by the Company.

DEFERRED REVENUE results from customers who pay for services in advance, such as
quarterly, or annually. The Company records the initial payment in deferred
revenue and then recognizes in each subsequent month that proportion which is
provided in services. As of December 31, 2008, deferred revenue amounted to
$20,540 compared to $79,535 at December 31, 2007.

                                       15
<PAGE>

RECENT PRONOUNCEMENTS

In February 2007, the FASB issued Statement of Financial Accounting Standard No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Companies should
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date. This statement is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. The Company is currently assessing the potential impact, if
any, for the adoption of SFAS No.159 on its financial statements.

In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
2008), Business Combinations, and (b.) No. 160, Noncontrolling Interests in
Consolidated Financial Statements. These statements are effective for fiscal
years beginning after December 15, 2008 and the application of these standards
will improve, simplify and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The Company is in the process of evaluating the impact, if
any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of
these standards will have any impact on its financial statements.

(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to:
(i) recognize all (and only) the assets acquired and the liabilities assumed in
the transaction, (ii) establish an acquisition-date fair value as the
measurement objective for all assets acquired and the liabilities assumed, and
(iii) disclose to investors and other users all of the information they will
need to evaluate and understand the nature of, and the financial effect of, the
business combination, and, (iv) recognize and measure the goodwill acquired in
the business combination or a gain from a bargain purchase.

(b.) SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to: (i)
report non-controlling (minority) interests in subsidiaries in the same manner,
as equity but separate from the parent's equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent's
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.

(c) SFAS No. 161 expresses concerns that the existing disclosure requirements in
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, do not provide adequate information about how derivatives and
hedging activities effect an entity's financial position, financial performance
and cash flows. Accordingly, this Statement requires enhanced disclosures about
an entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. The Company is in the process of evaluating the impact, if any, on
SFAS 161 and does not anticipate that the adoption of these standards will have
any impact on its financial statements.

(d) SFAS 162, identifies the sources of accounting principles and the framework
for selecting the principles to be used in the preparation of financial
statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the United States (the GAAP
hierarchy).

                                       16
<PAGE>

The current GAAP hierarchy, as set forth in the American Institute of Certified
Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting Principles,
has been criticized because (1) it is directed to the auditor rather than the
entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
Accounting Concepts, which are subject to the same level of due process as FASB
Statements of Financial Accounting Standards, below industry practices that are
widely recognized as generally accepted but that are not subject to due process.

The Board believes that the GAAP hierarchy should be directed to entities
because it is the entity (not its auditor) that is responsible for selecting
accounting principles for financial statements that are presented in conformity
with GAAP. Accordingly, the Board concluded that the GAAP hierarchy should
reside in the accounting literature established by the FASB and is issuing this
Statement to achieve that result.

This Statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. The
Company is in the process of evaluating the impact, if any, of SFAS 162 and does
not anticipate that the adoption of these standards will have any impact on its
financial statements.

The Board does not expect that this Statement will result in a change in current
practice. However, transition provisions have been provided in the unusual
circumstance that the application of the provisions of this Statement results in
a change in practice. The Company is in the process of evaluating the impact, if
any, on SFAS 162 and does not anticipate that the adoption of these standards
will have any impact on its financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, we had cash and cash equivalent of $45,390. The
following table provides detailed information about our net cash flow for
December 31, 2008 and December 31, 2007.

                             STATEMENT OF CASH FLOW

                                                       Years ended December 31,
                                                          2008           2007
                                                       ---------      ---------

Net cash( required) in operating activities ......     $(640,278)     $(528,027)
Net cash provided by financing activities ........       455,088        621,832
Net cash flow (deficit) ..........................      (185,190)        77,234

                                       17
<PAGE>

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt and equity transactions with
management and through equity private placements. However, until operating
revenues increase significantly, we will continue to seek outside funding for
the purpose of accelerating the expansion of our operations. Without receiving
any additional capital investment management believes we will be unable to
continue current business operations, and continue the current gradual expansion
of our operations.

PLAN OF OPERATIONS

Our primary focus is to develop our BSP Rewards business. It has taken us longer
than anticipated to implement our expansion plan because of several factors
including the delay of launching several major programs for which we have signed
contracts. The delays are outside of our control and the timing for which our
clients are responsible. The expansion of our operations is dependent on
obtaining outside financing and working capital. During 2008, we experienced a
difficult market based on economic conditions as compared to 2007 to obtain
financings and equity for expansion of our operations. Additionally, the client
that we have and are trying to attract (corporations, affinity groups and
non-profits) were also feeling the effects of the economic environment in 2008
which affected the timing of executing and fulfilling contracts.

The primary operations of the Company are focused on the Branded Loyalty Rewards
segment of the business. The efforts are concentrated on (1) Building the Online
merchant network, (2) The participating Gift Card merchants, (3) Layering the
BSP platform onto credit, debit and prepaid cards, (4) Increasing the member
base, (5) Increasing transactions and fees, (6) Signing additional private
branded mall clients.

We are aware that the economic condition has slowed operations substantially in
2008 and we anticipate this continuing through 2009 and that the U.S. economy is
currently in a state of uncertainty. In addition, we are aware that business
trends relative to the Internet are constantly changing. 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
revenues or income from operations.

OUR BUSINESS

The following description of our business contains forward-looking statements
relating to future events or our future financial or operating performance that
involve risks and uncertainties, as set forth above under "Special Note
Regarding Forward-Looking Statements." Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in Section 1A under the
heading "Risk Factors" and elsewhere in this Form 10-K.

OUR MARKET PRESENCE

We engage in the design, development and sale of Private Brand Internet malls to
parties whereby our platform is private branded. Our clients promote our
Internet malls and offer the program to their own customer base, whereby we
share, in the commissions earned through purchases made at the over 750
participating merchants and gift cards. Additionally, we host, maintain and
provide full administration for our client's private branded malls.

                                       18
<PAGE>

   o  WEB MALLS. We have established relationships with merchants, distributors
      and reps for over 750 merchants including over 100 gift card providers. In
      essence, this aggregation of merchants has been progressing over years
      whereby we have one of the largest merchant malls on the Internet. The
      participating merchants pay a commission on the customer's sales we send
      and are consummated. We share in those rebates with our customers, and
      sometimes with our clients and the members who make the purchases. The
      merchants in the mall are some of the best known and biggest retailers in
      the world and change from time to time as we increase or decrease our
      relationships.

   o  MAINTENANCE AND HOSTING. We host and maintain private branded web malls
      for which we normally receive an upfront fee for the building and/or
      creation of web malls and a monthly maintenance fee to host and maintain.
      Additional fees may occur if our clients request customization.

OUR EMPLOYEES

Presently, we have 10 full time employees plus outside independent
representatives, and consultants. The Company has an employment agreement with
Martin A. Berns, Chief Executive Officer and Director. The Company also has
consulting arrangements with a Director who performs marketing services for the
Company.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use derivative financial instruments and have no foreign exchange
contracts. Our financial instruments consist of cash and cash equivalents, trade
accounts and contracts receivable, accounts payable and long-term obligations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The full text of our audited consolidated financial statements as of December
31, 2008 and 2007 begins on page F-1 of this Annual Report on Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

CHANGE IN ACCOUNTANTS

On October 10, 2008, our Board of Directors approved the dismissal of Child, Van
Wagoner & Bradshaw, Pllc. as our independent auditor.

No accountant's report issued by Child, Van Wagoner & Bradshaw, Pllc. on the
financial statements for December 31, 2007 or 2006 contained an adverse opinion
or a disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles, except for a going concern opinion expressing
substantial doubt about the ability of us to continue as a going concern.

During the fiscal years ended December 31, 2007 and 2006, there were no
disagreements with Child, Van Wagoner & Bradshaw, Pllc. on any matter of
accounting principles or practices, financial disclosure, or auditing scope or
procedure. There were no reportable events, as described in Item 304(a)(1)(v) of
Regulation S-K.

                                       19
<PAGE>

We furnished a copy of this disclosure to Child, Van Wagoner & Bradshaw, Pllc.
and requested Child, Van Wagoner & Bradshaw, Pllc. to furnish us with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by us herein in response to Item 304(a) of Regulation
S-K and, if not, stating the respect in which it does not agree. A copy of the
letter was filed on Form 8-K, filed on October 10, 2008, as amended.

On October 10, 2008, our Board of Directors approved the engagement of Lake &
Associates CPA LLC as the Company's independent auditor and independent
registered public accounting firm. Until the appointment, there was no prior
relationship between the Company and Lake & Associates CPA LLC. On October 15,
2008, we executed into an engagement letter with Lake & Associates CPA LLC.

ITEM 9A. CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. We maintain
disclosure controls and procedures designed to ensure that information required
to be disclosed in our filings under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
accurately within the time periods specified in the Securities and Exchange
Commission's ("SEC") rules and forms. As of the end of the period covered by
this report, an evaluation was performed under the supervision and with the
participation of management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the design and
operation of our disclosure controls and procedures (pursuant to Exchange Act
Rule 13a-15). Based upon this evaluation, the CEO and CFO concluded that our
disclosure controls and procedures were effective as of such date. The
conclusions of the CEO and CFO from this evaluation were communicated to the
Audit Committee.

         Changes in Internal Control over Financial Reporting. There were no
changes in our internal control over financial reporting that occurred during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

         Management's Report on Internal Control Over Financial Reporting. Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as such term is defined in Rule 13a-15(f) or
15d-15(f) under the Exchange Act). Under the supervision and with the
participation of our management, including our CEO and CFO, we have conducted an
evaluation of the effectiveness of our internal control over financial reporting
based upon the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation, our management has concluded that our internal control over
financial reporting was effective at December 31, 2008.

ITEM 9B. OTHER INFORMATION.

None.

                                       20
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names of our directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years. The Directors will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified. Executive officers will serve at the Board's
discretion.

The names, ages and titles of our Executive Officers and Directors as of
December 31, 2008 are as follows:

NAME                AGE    POSITION                                    COMMITTEE
----------------    ---    ----------------------------------------    ---------
Martin A. Berns     72     Chairman of the Board of Directors & CEO
Eugene H. Berns     72     Director                                    (1)
Thomas C. Hill      50     Director, Director of Operations            (1)
Robert Hussey       59     Director                                    (1) (**)
Bruce Hollander     70     Director
Brent Gephart       37     Director
Alfred Fernandez    46     Chief Financial Officer

1- Audit Committee
** Indicates Chairman of the Committee

Officers generally hold their positions at the pleasure of the Board of
Directors, absent any employment agreement.

BIOGRAPHICAL INFORMATION

MARTIN A. BERNS has been Chairman and Chief Executive Officer of the Company
since January 2003 and a co-founder of our company. He has been a Director and
Chief Executive Officer of the Company since its organization.. Mr. Berns has
been the chief architect of the Company's business plan, business model and BSP
Rewards program.

Mr. Berns has forty years of experience as a marketing consultant, including
advertising, TV commercials and show production. Mr. Berns' background includes
developing marketing plans and the subsequent establishment, training and
administration of sales organizations for national companies. Mr. Berns was the
founder of Solid Gold Savings Stamps in the 1960's, a loyalty rewards program
whose clients included Sinclair Oil Company.

EUGENE H. BERNS has served as a Director of the Company since January 2003. Mr.
Berns serves as President of Housing Marketing Team, a marketing consultation
company whose services include local and national housing industry trend
analysis, individual and multiple community marketing programs. He served
twenty-three (23) years as Vice President of Sales and Marketing and as a member
of the Board of Directors for one of South Florida's largest American Stock
Exchange community builders. Additionally, he held many leadership positions in
the housing industry, including past President of the Gold Coast Builders
Association, and currently serves on many state and national committees. He is
the recipient of numerous industry awards.

                                       21
<PAGE>

THOMAS C. HILL was elected a Director of the Company on January 31, 2005. Mr.
Hill has been the President of Xcel Marketing Group since January 2003. From
February 1999 to December 2002, Mr. Hill was the Executive Vice President of
Xcel Marketing Group which develops loyalty marketing solutions for the
hospitality, media and financial industries. Previously, as a co-founder of
Gusto Marketing, he was responsible for all aspects of marketing and business
development for this newspaper media industry rewards/loyalty program. Earlier
in his career, Mr. Hill served as the Marketing Director for The Miami Herald,
one of Knight-Ridder's leading newspapers.

ROBERT F. HUSSEY was elected a Director of the Company effective January 23,
2007. Mr. Hussey is a private equity investor. Mr. Hussey currently serves as a
Director of Axcess International, Inc.and Digital Lightwave, Inc. Mr. Hussey
also serves on the Board of HC Wainright & Co., World Racing Group Inc. and on
the Board of Advisors for Argentum Capital Partners. From 1991 through 1996, Mr.
Hussey served as President, CEO and Director of Metro Vision of North America.
From 1984 through 1991, Mr. Hussey was Founder, President, CEO and Director of
POP Radio Corp. Prior to POP Radio, Mr. Hussey worked at Grey Advertising, Inc.,
E.F. Hutton and American Home Products, Inc. Mr. Hussey received a B.S. in
Business Administration from Georgetown University and an MBA in International
Business from George Washington University.

BRUCE L HOLLANDER was elected a Director of the Company effective November 15,
2007. He is a retired Chairman of the Board, Chief Executive Officer and
President of BioLok International Mr. Hollander was President and Chief
Executive Officer of BioLok since 1996, and Chairman of the Board of Directors
since 1998. Mr. Hollander was sole owner of Lion Wines and Spirits, a Florida
beverage distributor from 1991 to 1995; and President of B.L. Hollander &
Associates, a business consultant to a number of companies, including Kohlberg,
Kravis, Roberts & Co., from 1982 to 1984. Prior to 1982 he was an executive with
Incom\ International, Rockwell International and General Electric. Mr. Hollander
received a BSIE from the Pratt Institute, a MSEM from Union College (GE -
Co-op.) and is an APICS certified fellow.

BRENT GEPHART was elected a Director of the Company effective November 15, 2007.
He is presently CEO and President of Card Processing Consultants, Inc., which
act as consultants for Fortune 100 banks including Fiserv, merchant processing
companies and Fortune 500 companies. His company is a Registered MSR/ISO for
Royal Bank of Scotland. Prior to that, he served as COO and Executive Vice
President Sales and Marketing for Financial Services for Innuity, Inc. where he
developed strategic partnerships with stored value debit card issuers and
developed the companies own private label stored value issuing program. He
developed offshore banking and acquiring relationships for U.S. merchants
pursuing offshore incorporations (IBC's) in the E.U. and L.A.C.R. Mr. Gephart
also served as Executive Vice President U.S. Corporate Strategy and Alternative
Distribution for Moneris Solutions, Inc and was previously Director of Marketing
and Director of Corporate Strategy for Chase Merchant Services, the acquiring
division of J.P. Morgan Chase. Additionally, Mr. Gephart attended Visa Bankcard
Management School at Harvard University.

ALFRED FERNANDEZ is Chief Financial Officer, Corporate Secretary and Controller
of MediaNet Group Technologies, Inc., the Registrant, effective July 2, 2007.
From 2004 to May 2007, Mr. Fernandez served as Chief Financial Officer of Money
Express Financial Corp., an international money service company. From 2002 to
2004 he served as a Divisional Controller at Ivax Corporation. Prior to 2002,
Mr. Fernandez held the position of Chief Financial Officer at Girosol Corp. He
has served in the position of Controller and Chief Financial Officer for over 15
years. Mr. Fernandez is an active CPA and has a J.D. from Seton Hall University.

                                       22
<PAGE>

There are no agreements or understandings for any of our Executive Officers or
Directors to resign at the request of another person, and no Officer or Director
is acting on behalf of nor will any of them act at the direction of any other
person.

BOARD COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors is currently composed of six members: Martin A. Berns,
Eugene H. Berns, Thomas C. Hill, Robert Hussey, Bruce Hollander and Brent
Gephart. All actions of the Board of Directors require the approval of a
majority of the Directors in attendance at a meeting at which a quorum is
present. Through year ending 2008, our Board of Directors met in person three
(3) times.

COMMITTEES

Our Board of Directors currently has one committee standing. The Audit Committee
is comprised entirely of independent directors. From time to time, the Board of
Directors may establish other committees.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our audit committee consists of three members: Eugene H. Berns, Thomas C. Hill,
Robert Hussey, each of whom is "independent" as that term is defined under the
SEC Rules. Our audit committee oversees our accounting and financial reporting
processes and the audits of the financial statements of our company. Mr. Hussey
serves as our audit committee financial expert as that term is defined by the
applicable SEC rules.

INDEPENDENT DIRECTORS

Eugene H. Berns, Thomas C. Hill, Robert Hussey, Bruce Hollander and Brent
Gephart are "independent" as that term is defined under the SEC Rules.

POLICY REGARDING BOARD ATTENDANCE

Our Directors are expected to attend Board meetings as frequently as necessary
to properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our Directors are expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them to
do so.

DIRECTOR COMPENSATION

In 2008, we issued 50,000 common shares to each of our independent directors.
Under the terms of the Indemnification Agreements, we agreed to indemnify the
independent directors against expenses, judgments, fines, penalties or other
amounts actually and reasonably incurred by the independent directors in
connection with any proceeding if the independent director acted in good faith
and in our best interests. It is our practice to reimburse our directors for
reasonable travel expenses related to attendance at board of directors and
committee meetings.

FAMILY RELATIONSHIPS

The only family relationships among our Directors or Officers is that of Eugene
H. Berns and Martin A. Berns, who are brothers.

                                       23
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

Based solely upon a review of Form 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d) of the Security Exchange Act during the fiscal year ended
December 31, 2008 and Forms 5 and amendments thereto furnish to us with respect
to the fiscal year ended December 31, 2008 as well as any written representation
from a reporting person that no Form 5 is required, we are aware that the
following Board members failed to file reports on a timely basis. As disclosed
on the aforementioned Forms, reports required by Section 16(a) of the Securities
Act during the fiscal year ended December 31,2008, the following person failed
to filed reports required by Sec 16 during 2008: Mr. Thomas C Hill failed to
file reports covering 200,000 common shares. .

CODE OF ETHICS

In March 2004, we amended our code of business conduct and ethics and expanded
the scope of the code of business conduct and ethics to cover the conduct of our
business by all employees, officers and directors. We intend to maintain the
highest standards of ethical business practices and compliance with all laws and
regulations applicable to our business, including those relating to doing
business outside the United States.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to our Chief Executive Officer and
Chief Financial Officer, for services during the last two fiscal years in all
capacities to us, our subsidiaries and predecessors. No executive officer
received compensation of $100,000 or more in any of the last two fiscal years.

                           SUMMARY COMPENSATION TABLE

                                         ANNUAL COMPENSATION
NAME
AND PRINCIPAL                SALARY     OTHER FRINGE     RESTRICTED
POSITION            YEAR       ($)        BENEFITS      STOCK AWARDS      TOTAL
----------------    ----    --------    ------------    ------------    --------

Martin Berns        2008    $ 52,000       16,490          18,750       $ 87,240
Chairman, CEO       2007    $ 52,000       13,390               0       $ 65,390

Alfred Fernandez    2008    $ 75,000        3,850           7,750       $ 86,600
CFO                 2007    $ 37,480            0           6,000       $ 43,480

(1) Mr. Berns has an employment contract with the Company, commencing January 1,
2005 which was extended through December 31, 2009 at an annual salary of $52,000
per year, plus normal fringe benefits including, but not limited to, a car
allowance and health benefits. During 2008, Mr. Berns received 150,000
restrictive common shares, 100,000 for being a member of the Board and 50,000 as
additional compensation and 0 shares for the year ending December 31, 2007.

(2) Mr. Fernandez commenced his employment with the Company on July 2, 2007. Mr.
Fernandez received 75,000 restricted shares for year ending December 31, 2008
and 75,000 restrictive common shares for year ending December 31, 2007. Mr.
Fernandez annual salary is $75,000 plus normal benefits including, but not
limited to, a car allowance and health benefits.

                                       24
<PAGE>

BONUSES AND DEFERRED COMPENSATION

We do not have any agreements to issue bonuses, deferred compensation or
retirement plans. From time to time, the Board of Directors grants bonuses,
stock issuances and other benefits.

CONSULTING ARRANGEMENTS

Mr. Hill, a Director, has a consulting arrangement with the Company pursuant to
which he provides professional services on a month-to-month basis. For the
fiscal year ended December 31, 2008 Mr. Hill's consulting company was paid $
46,500 and $37,500 for 2007. As a Director, Mr. received 100,000 restrictive
common shares for year ended December 31, 2008. Additionally, Mr. Hill's
consulting company has signed a member provider with a web site agreement for
the year ending December 31, 2008. As of December 31, 2008 no material revenues
have resulted from this agreement.

STOCK OPTIONS

The Company has a stock option plan for key personnel covering 350,000 shares of
common stock. The fair-value of the Company's stock based awards granted to
employees, non-employee directors and consultants for the years ended December
31, 2008 and 2007 was estimated using the Black-Scholes option-pricing model.
During 2007, an option covering 75,000 shares was issued to one director but
said option was subsequently cancelled on September 18, 2007 by issuing shares
for the same value as the stock option. The shares were issued at $0.08 per
share. At December 31, 2008, there were no shares issued under this plan.

EMPLOYMENT CONTRACTS

Mr. Berns, Chairman and Chief Executive Officer, has an employment contract with
the Company, commencing January 1, 2005 through December 31, 2009 at an annual
salary of $52,000 per year, plus normal fringe benefits. Mr. Berns received for
the year ended December 31, 2008, an additional 150,000 restrictive common
shares as additional compensation, 100,000 as a Director and 50,000 as other
compensation. From time to time, the Board of Directors is authorized to issue
bonuses, stock awards and other fringe benefits.

We have granted equity-based awards to our named executive officers and
directors, and we do not provide any retirement benefits or severance or change
of control benefits to our named executive officers.

PAYMENT OF POST-TERMINATION COMPENSATION

The Company does not have change-in-control agreements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.

                                       25
<PAGE>

Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of ours in which indemnification
would be required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.

COMPENSATION DISCUSSION AND ANALYSIS

BACKGROUND AND COMPENSATION PHILOSOPHY

Our compensation philosophy and objective are simple and straightforward: our
goal is to compensate our executives fairly for the services they provide. In
2008, we accomplished our goal by providing a base salary to our named executive
officers, the amount of which was established and determined by our Board of
Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of December 31, 2008 for (a) each of
our directors, (b) each of our executive officers, (c) each stockholder known to
be the beneficial owner of more than 5% of any class of the our voting
securities, and (d) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 and does not necessarily bear on the economic incidents of
ownership or the rights to transfer the shares described below. Unless otherwise
indicated, (a) each stockholder has sole voting power and dispositive power with
respect to the indicated shares and (b) the address of each stockholder who is a
director or executive officer is c/o MediaNet Group Technologies, Inc., 5100
West Copans Road, Suite 810, Margate, FL 33063.

NAME AND                             NUMBER OF SHARES
ADDRESS                             BENEFICIALLY OWNED          PERCENT OF CLASS
----------------                    ------------------          ----------------
Martin A. Berns (1)                     2,795,011                    13.6%
Eugene H. Berns (1)                       240,000                     1.2%
Thomas C. Hill (1)                        285,833                     1.49%
Robert Hussey (1)                         225,000                     1.1%
Brent Gephart  (1)                        800,000                     3.9%
Bruce L Hollander  (1)                    761,425                     3.7%
Alfred  Fernandez  (1)                    150,000                     0.7%
All officers and directors              5,257,269                    25.5%
 (7 persons)

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

                                       26
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, the Company borrows from officers and directors. At December
31, 2008, these loans were $152,500 and $0 at December 31, 2007.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Lake & Associates CPA LLC is the Company's independent registered public
accounting firm engaged to examine the Company's consolidated financial
statements for the fiscal year ended December 31, 2008. Child, Van Wagner &
Bradshaw, Pllc. was the Company's independent registered public accounting firm
engaged to examine the Company's consolidated financial statements for the
fiscal year ended December 31, 2007.

FEES FOR THE FISCAL YEARS ENDED DECEMBER 31, 2008 AND 2007

AUDIT AND TAX FEES - Lake & Associates CPA LLC was paid or accrued an aggregate
fee of approximately $30,000 for the accounting services and tax services for
the year ending December 31, 2008. Child, Van Wagner & Bradshaw, Pllc was paid
or accrued an aggregate fee of approximately $35,000 for the accounting services
and tax services for the year ending December 31, 2007. These fees for
accounting services included the audit of our annual financial statements and
for the reviews of the financial statements included in our quarterly reports on
Form 10-Q for the periods ended March 31, June 30, as well as September 30.
Additionally, these fees included tax compliance, tax advice and tax planning.

ALL OTHER FEES. Lake & Associates CPA LLC and Child, Van Wagner & Bradshaw, Pllc
were paid no other fees for professional services during the fiscal years ended
December 31, 2008 and December 31, 2007.

BOARD OF DIRECTORS PRE-APPROVAL POLICIES AND PROCEDURES

Since the establishment of the Audit Committee, our Board of Directors has
adopted the policy to pre-approve audit and permissible non-audit services
provided by our independent auditors.

                                       27
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS

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

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

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

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

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

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

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

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

                                       28
<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.

         Date: March 27, 2009            By: /s/ Martin A. Berns
                                             -------------------
                                             Martin Berns, Director and
                                             Chief Executive Officer

         Date: March 27,2009             By: /s/ Alfred Fernandez
                                             --------------------
                                             Chief Financial Officer

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

         Date: March 27, 2009            By: /s/ Martin A. Berns
                                             -------------------
                                             Martin A. Berns

         Date: March 27, 2009            By: /s/ Eugene H. Berns
                                             -------------------
                                             Eugene H. Berns

         Date: March 27, 2009            By: /s/ Robert F. Hussey
                                             --------------------
                                             Robert F. Hussey

         Date: March 27, 2009            By: /s/ Thomas C. Hill
                                             -------------------
                                             Thomas C. Hill

         Date: March 27, 2009            By: /s/ Bruce Hollander
                                             -------------------
                                             Bruce Hollander

         Date: March 27, 2009            By: /s/ Brent Gephart
                                             -------------------
                                             Brent Gephart

                                       29
<PAGE>

                                                         Lake & Associates CPA's

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Medianet Group Technologies, Inc. and Subsidiaries
Coconut Creek, Florida

We have audited the accompanying consolidated balance sheet of Medianet Group
Technologies, Inc. and Subsidiaries (the "Company") as of December 31, 2008 and
related statements of operations, stockholders' deficit, and cash flows for the
year ended December 31, 2008. 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. The financial statements as of
December 31, 2007 and for the year ended December 31, 2007 were audited by other
auditors whose report dated April 7, 2008 expressed an unqualified opinion on
those statements.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 financial statements referred to above present fairly, in
all material respects, the financial position of Medianet Group Technologies,
Inc. and Subsidiaries. (a Florida corporation) as of December 31, 2008 and the
results of its operations and its cash flows for the year ended December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Note 3, the
Company has incurred an operating loss and continues to incur losses. The
Company's viability is dependent upon its ability to obtain future financing and
the success of its future operations. These factors raise substantial doubt as
to the Company's ability to continue as a going concern. Management's plan in
regard to these matters is also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Lake & Associates CPA's LLC
Lake & Associates, CPA's LLC
Boca Raton Florida
March 19, 2009

                                                   20283 State Road 7 Suite #300
                                                        Boca Raton Florida 33498
                                                                    561-982-9874
                                                                Fax 561-982-7985

                                       F-1
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 2008 AND 2007

                                     ASSETS
                                                         2008           2007
                                                      -----------   -----------
Current assets
  Cash .............................................  $    45,390   $   255,580
  Accounts receivable - net ........................       34,058         3,931
  Note receivable ..................................       40,600             -
  Inventory ........................................       51,742        33,893
                                                      -----------   -----------
Total current assets ...............................      171,790       293,404
                                                      -----------   -----------

Property, plant & equipment
Computer equipment .................................       39,329        39,329
Accumulated depreciation ...........................      (31,128)      (25,964)
                                                      -----------   -----------
Net property, plant & equipment ....................        8,200        13,365

Other assets
Trademark - net ....................................        1,800         2,100
                                                      -----------   -----------
    Total other assets .............................        1,800         2,100
                                                      -----------   -----------

    Total assets ...................................  $   181,790   $   308,869
                                                      ===========   ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Accounts payable .................................  $    54,818   $     2,084
  Accounts payable-related party ...................       20,000             -
  Accrued expenses .................................      153,936       185,264
  Loyalty Points payable ...........................      133,773       138,046
  Note payable- related party ......................      132,500             -
  Deferred revenue .................................       20,540        79,535
                                                      -----------   -----------
Total current liabilities ..........................      515,567       404,929
                                                      -----------   -----------

Stockholders' deficiency
  Common stock - $.001 par value, 50,000,000 shares
   authorized; 20,599,802 issued and outstanding
   and 17,560,802 issued and outstanding ...........       20,600        18,922
  Additional paid-in-capital .......................    5,644,701     5,147,756
  Stock subcription receivable .....................            -       (88,000)
  Treasury stock 1,360,834 shares at cost ..........            -       (13,608)
  Accumulated deficit ..............................   (5,999,078)   (5,161,130)
                                                      -----------   -----------
Total stockholders' deficiency .....................     (333,777)      (96,060)
                                                      -----------   -----------

Total liabilities and stockholders' deficiency .....  $   181,790   $   308,869
                                                      ===========   ===========

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

                                       F-2
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

                                                          For the Years
                                                        Ended December 31,
                                                      2008             2007
                                                  ------------     ------------
Revenues
  Gift Cards .................................    $  2,241,203     $    934,642
  Loyalty Points-commissions .................         283,187          119,675
  Web Desig/Maintenance ......................         122,884           97,682
  Other ......................................           7,899           26,186
                                                  ------------     ------------
Total revenue ................................       2,655,173        1,178,185

Cost of sales
  Gift Cards & processing ....................       2,192,001          936,090
  Loyalty Points - commissions-
    Affiliates/Consumers .....................         220,361          110,569
  Web Desig/Maintenance ......................          25,026           31,811
  Other ......................................           2,414            8,759
                                                  ------------     ------------
Total cost of sales ..........................       2,439,801        1,087,229

Gross Income .................................         215,372           90,956

Operating expenses
  Consulting fees ............................         215,493          180,033
  Employee salaries & benefits ...............         483,748          481,655
  Loyalty program marketing ..................          27,930                -
  Impairment loss ............................               -          101,327
  Other operating expenses ...................         294,132          294,411
  Shipping and handling ......................          32,384           11,323
                                                  ------------     ------------
Total operating expenses .....................       1,053,688        1,068,749

    Loss from operations .....................        (838,316)        (977,793)

Other income (expense)
  Interest income ............................             369              722
                                                  ------------     ------------
Total other income (expense) .................             369              722
                                                  ------------     ------------

Net loss before income taxes .................        (837,947)        (977,071)

Provision for income taxes ...................               -                -
                                                  ------------     ------------

Net loss .....................................    $   (837,947)    $   (977,071)
                                                  ============     ============

Basic and diluted net loss per share .........    $      (0.04)    $      (0.08)
                                                  ============     ============

Weighted average number of
  common shares outstanding ..................      19,096,982       12,273,833
                                                  ------------     ------------

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

                                       F-3
<PAGE>
<TABLE>
                                                  MEDIANET GROUP TECHNOLOGIES, INC.
                                           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                           FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<CAPTION>
                                                                                  Paid in
                                                                                  Capital       Stock
                                          Common        Common       Paid in       Stock     Subscription   Accumulated     Total
                                          Shares        Stock        Capital      Option      Receiveble      Deficit      Equity
                                        -----------    --------    -----------    --------   ------------   -----------   ---------
<S>                                     <C>            <C>         <C>            <C>        <C>            <C>           <C>
Balance January 1, 2007 .............    11,611,021    $ 11,611    $ 4,252,393    $ 95,338   $          -   $(4,184,059)  $ 175,283
                                        ===========    ========    ===========    ========   ============   ===========   =========
Stock issued for services 1/23 @ $.40        25,000          25          9,975           -              -             -      10,000
Stock issued for options  2/1 @ $.26         40,000          40         10,360           -              -             -      10,400
Stock issued for cash 3/31 @ $.35 ...       285,715         286         99,714           -              -             -     100,000
Stock issued for cash 6/28 @ $.20 ...       125,000         125         24,875           -              -             -      25,000
Stock issued for services 6/28 @ $.10        25,000          25          2,475           -              -             -       2,500
Stock issued for services 6/28 @ $.10        10,000          10            990           -              -             -       1,000
Stock issued for cash 7/10 @ $.20 ...       250,000         250         49,750           -              -             -      50,000
Stock issued for services 9/18 @ $.08       550,000         550         43,450           -              -             -      44,000
Cancellation of  stock 10/04 @ $.01 .    (1,360,934)     (1,361)       (12,247)          -              -             -     (13,608)
Stock issued for cash 12/12 @ $.10 ..     6,000,000       6,000        594,000           -        (88,000)            -     512,000
Noble selling fees 12/26 ............             -           -        (61,960)          -              -             -     (61,960)
Warrant based compensation recognized
  for the year ......................             -           -              -      26,396              -             -      26,396
Net loss for the year ...............             -           -              -           -              -      (977,071)   (977,071)
                                        -----------    --------    -----------    --------   ------------   -----------   ---------
Balance December 31,2007 ............    17,560,802    $ 17,561    $ 5,013,775    $121,734   $    (88,000)  $(5,161,130)  $ (96,060)
                                        ===========    ========    ===========    ========   ============   ===========   =========

Stock issued for services @ $.12 ....        75,000          75         13,425           -              -             -      13,500
Subcription receivable ..............        88,000           -              -           -              -             -      88,000
Stock issued for services @ $.15 ....       500,000         500         74,500           -              -             -      75,000
Stock issued for services @ $.16 ....       300,000         300         47,700           -              -             -      48,000
Stock issued for cash @ $.16 ........     2,000,000       2,000        318,000           -              -             -     320,000
Stock issued for services @ $.05 ....       100,000         100          4,900           -              -             -       5,000
Stock issued for services @ $.05 ....        64,000          64          3,136           -              -             -       3,200
Warrant based compensation recognized
 for the year .......................        64,942           -              -      64,942              -             -      64,942
Stock sellling fees .................             -           -        (17,412)          -              -             -     (17,412)
Net loss for the year ...............             -           -              -           -              -      (837,947)   (837,947)
                                        -----------    --------    -----------    --------   ------------   -----------   ---------
Balance December 31, 2008 ...........    20,599,802    $ 20,600    $ 5,458,024    $186,676   $          -   $(5,999,077)  $(333,777)
                                        ===========    ========    ===========    ========   ============   ===========   =========

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

                                                                 F-4
</TABLE>
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

                                                            2008         2007
                                                         ---------    ---------

Cash Flow from operating activities:
  Net Loss ...........................................   $(837,947)    (977,071)
Adjustments to reconcile net loss to
 net cash provided by (used in) operations:
  Depreciation and amortization ......................       5,464        6,711
  Stock & warrants issued for services ...............     167,041       57,500
  Stock options issued for services ..................           -       26,396
  Impairment loss on film library & record master ....           -      101,357
Changes in operating liabilities and assets:
  Accounts receivable ................................     (30,127)      10,581
  Inventory ..........................................     (17,848)       9,788
  Prepaid expense ....................................           -       24,152
  Note Receivable ....................................      88,000            -
  Accounts payable and accrued liabilities ...........      42,133      164,626
  Deferred revenue ...................................     (56,994)      47,933
                                                         ---------    ---------
Net cash used in operations ..........................    (640,278)    (528,027)
                                                         ---------    ---------

Cash Flows from investing activities:
  Purchase of fixed assets ...........................           -      (16,571)
                                                         ---------    ---------
    Net cash used in investing activities ............           -      (16,571)
                                                         ---------    ---------

Cash flows from financing activities
  Stock issued for cash ..............................     302,588      625,400
  Purchase treasury stock ............................           -      (13,608)
  Net proceeds from exercise stock option ............           -       10,040
  Proceeds from issuance of notes payable ............     152,500            -
                                                         ---------    ---------
    Net cash provided by financing activities ........     455,088      621,832
                                                         ---------    ---------

Increase in cash and cash equivalents ................    (185,190)      77,234
Cash and cash equivalents, beginning of period .......     230,580      153,346
                                                         ---------    ---------
Cash and cash equivalents, end of period .............   $  45,390    $ 230,580
                                                         =========    =========

Supplemental disclosures of cash flow information:
Cash paid for interest ...............................   $       -    $       -
                                                         =========    =========
Cash paid for income taxes ...........................   $       -    $       -
                                                         =========    =========

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

                                       F-5
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION 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 of creating a
corporate vehicle to locate and acquire an operating business. On March 31, 2003
Clamshell acquired Brand-A-Port, Inc. ("BAP") in a stock for stock merger
transaction. On May 22, 2003, Clamshell changed its name to MediaNet Group
Technologies, Inc. ("MediaNet" or the "Company").

BSP Rewards Inc was formerly named BAP, Inc. BAP, Inc. changed its name to BSP
Rewards, Inc., a Florida corporation, on June 21, 2005. BSP Rewards Inc.
(formerly BAP, Inc.) is a wholly owned Subsidiary of Medianet. This wholly owned
subsidiary of the Company is the online provider of branded business to business
and business to consumer web portals. BSP Rewards Inc. acts 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 developed its flagship product, the "BSP Rewards Program"
under its BSP Rewards Inc. subsidiary and has member providers and merchants.

On January 14, 2005 the Company formed Memory Lane Syndication, Inc. ("MLS") as
a wholly owned subsidiary in the State of Florida as a vehicle to hold and
market its video and sound libraries, namely 130 color episodes of the 1970's
Howdy Doody television show and original recordings of songs written by Fred
Rogers known as "Songs From The Neighborhood - A Tribute To Mr. Rogers". This
company is not currently active.

Basis of Presentation
---------------------

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. Each division and subsidiary company separately
accounts for its operations and transactions, and all inter-company and all
inter-divisional transactions have been eliminated.

Year-End and Domicile
---------------------

The Company and its wholly owned subsidiaries adopted December 31 as its year
end and are domiciled in Florida.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Principles
---------------------

The consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America.

                                       F-6
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Principle of Consolidation
--------------------------

The financial statements include the accounts of MediaNet Group Technologies,
Inc. and its wholly owned subsidiaries. Memory Lane Syndication, Inc., and BSP
Rewards, Inc. Intercompany transactions and balances have been eliminated.
Equity investments in which the Company exercises significant influence but do
not control and are not the primary beneficiary are accounted for using the
equity method. Investments in which the Company is not able to exercise
significant influence over the investee and which do not have readily
determinable fair values are accounted for under the cost method.

Control by Principal Stockholders
---------------------------------

The directors, executive officers and their affiliates or related parties, own
beneficially and/or control in the aggregate, a significant portion 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, may 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.

Reclassifications
-----------------

Certain amounts reported in previous periods have been reclassified to conform
to the Company's current period presentation.

Management's Use of Estimates and Assumptions
---------------------------------------------

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates, judgments and assumptions that affect the
reported amounts of the assets and liabilities, disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expense during the reporting periods. Examples,
though not exclusive, include estimates and assumptions of: loss contingencies;
depreciation or amortization of the economic useful life of an asset;
stock-based compensation forfeiture rates; estimating the fair value and
impairment; potential outcome of future tax consequences of events that have
been recognized in our financial statements or tax returns; and determining when
investment impairments are other-than temporary. The Company bases its estimates
on historical experience and on various assumptions that the Company believes to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may materially differ
from these estimates under different assumptions and conditions.

Inventory
---------

The inventory represents gift cards purchased at cost.

                                       F-7
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition
-------------------

The Company recognizes revenue when there is persuasive evidence of an
arrangement, delivery has occurred, the fee is fixed or determinable,
collectability 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").The Company also considers EIFT-0021 and
EIFT-99-19 in identifying and determining its different types of revenue and
payment streams. Our comprehensive revenue recognition policy with reference to
each revenue stream is to recognize income when the Company has completely
performed its obligations to deliver goods or rendered services to customers.
The Company has identified three revenue and payment streams: the sale of gift
cards, the design and maintenance of web malls and an incentive or loyalty point
program.

As to the sale of gift cards, since we have the inventory and credit risks, we
recognized the gross sales upon receipt of payment and the shipping of the gift
cards from our offices to the consumer. In the case where the Company builds web
sites for clients, revenue is recognized when the web site is finished and
operational and the client makes final payment. All clients where the Company
has built the web mall usually contract with the Company for the maintenance of
the web site. The Company charges a per-client, per-month repetitive web-site
maintenance service fee. Customer payments received in advance for providing
maintenance or design services are recorded as deferred revenue and are then
recognized proportionately as the maintenance services are performed. Deferred
revenue totaled $20,540 at December 31, 2008 and $79,535 at December 31, 2007.

As to the incentive-loyalty points program, where we have no inventory or credit
risks, we recognize revenue 45 days after the sales has been made in the
client's web mall. The 45 day waiting period is a contractual arrangement with
the web merchant and the Company's business practice to allow for returns and
collections risks on the part of the merchant. After the 45 day period expires,
the web merchants pays the Company the contracted for rebate/commission. Upon
the receipt of payment from the merchant, the Company recognizes revenue as
earned pursuant to the agreement with said client.

The Company's loyalty point program revenue recognition program can be
illustrated as follows: If the agreed percentage to the consumer member from the
merchant mall has been agreed to be 2% of the value of the items purchased, then
this amount is tracked and accumulated by our in house developed computer
programs. The consumer-member earns these two points as $2.00 (2% on $100 of
purchases) and is allocated to its account after the before mentioned 45 day
waiting period. The term or life of these loyalty points to the consumer is two
years before it is lost.

Unclaimed or unused points are recognized as income after the two year period
expires. This practice is known in the industry as "breakage". However, the two
year term is extended for another two years every time the consumer-member
purchases or redeems through the web site. Loyalty points earned but unused by
consumers are recorded on our books as a loyalty points payable and expense.
They are credited to our liability account as long as the consumer/member does
not use them to make further purchases within our merchants' member web malls.

                                       F-8
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

If a member uses them to make further purchases his account is debited. The
consumer is also debited if he "loads" these points as cash on to our membership
provided debit card. If he loads them onto a debit card he may use it as any
debit card and even make cash withdrawals at an ATM machine. In this case his
account is debited reducing the loyalty point liability on our books. Through
vendors that manage the debit card programs, the Company (pays-to fund) the
points loaded by the member. Any transaction fees paid to any such vendor is
recognized by the Company as commission expense. The "breakage" is recognized by
the Company by debiting the loyalty point payable and crediting the loyalty
point commission expense, thus reflecting the income due to breakage. This
income has been immaterial, since there is a strong incentive by the consumers
to spend these points within our member mall due to their economic savvy and our
marketing efforts.

Revenues recognized in 2008 and 2007 related to licensing agreements of the
Company's "film library", totaled $7,899 and $26,186. The revenue from the Howdy
Doody episodes are recognized in accordance with Statement of Position ("SOP")
00-2, Accounting by Producers or Distributors of Films.

The SOP specifies that revenue is to be recognized when all of the following
conditions are met:

1.   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.

When the Company's fee is based on a percentage or share of a customer's revenue
from the exploitation of the Howdy Doody episodes, the Company recognizes
revenue as the customer exploits the episodes and the Company meets all of the
other revenue recognition conditions. In those circumstances the Company
receives reports from the customers on a periodic basis and uses those reports
as the basis for recording revenue. For the year ended December 31, 2008 Memory
Lane has been significantly inactive.

Segregated Bank Account
-----------------------

The Company maintained a segregated bank account which was classified as an
offset to loyalty points payable in the year ended December 31, 2007 in the
amount of $25,000. This account has been reclassified for the year 2007 to show
the gross loyalty point payable and the bank account as separate items on the
Balance Sheet. At December 31, 2008 no balance was maintained in the segregated
bank account.

                                       F-9
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable
-------------------

Accounts receivable are composed primarily of merchant billings under our credit
card facilities in process at December 31, 2008 and 2007, respectively, and not
yet received by our bank. The Company does not provide an allowance for doubtful
accounts on accounts receivable based on its immateriality.

Note Receivable
---------------

The note receivable was subsequently collected in January, 2009.

Property, Software and Leasehold Improvements
---------------------------------------------

Property is recorded at cost. The cost of maintenance and repairs of equipment
is charged to operating expense when incurred. Depreciation and amortization is
determined based upon the assets' estimated useful lives, and is calculated on a
straight-line basis when the asset is placed in service. When the Company sells,
disposes or retires equipment or replaces a leasehold improvement, the related
gains or losses are included in operating results. Property is depreciated over
five or seven years and begins when it is placed in service.

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

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

Computer equipment            5 years

Capitalized software applications purchased for internal use are recorded at
cost and are amortized over sixty months.

Leasehold improvements are recorded at cost and are amortized over the remaining
lease term.

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.

                                      F-10
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These costs are amortized by the greater of the amount computed using (i) the
ratio that current gross revenues from the sales of software bear to the total
of current and anticipated future gross revenue from the sales of the software
or (ii) the straight line method over the estimated useful life of the product.
As a result, the carrying amount of the capitalized software costs may be
reduced materially in the near term.

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

The trademark was placed in service September 2001 and cost approximately
$4,000. Amortization expense was $300 for each of the years ended December 31,
2008 and 2007.

Amortization and Impairment of Film Library
-------------------------------------------

The Company amortizes the license and agreement asset to the Howdy Doody films
using the individual-film-forecast-computation method, in accordance with SOP
00-2, which amortizes or accrues (expenses) such costs in the same ratio that
current period actual revenue (numerator) bears to estimated remaining
unrecognized ultimate revenue as of the beginning of the current fiscal year
(denominator). The Company began amortization of the capitalized film library in
2004, when the Company began to recognize revenue from the Howdy Doody tapes.
There was no amortization related to the film library for the year ended
December 31, 2008 since the remaining value of the asset was written off as an
impairment loss.

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.

During the course of the Company's strategic review of its entertainment
properties, specifically its Howdy Doody film library, the Company assessed the
recoverability of the carrying value of this asset which resulted in impairment
losses of $0 for the year ended 2008 and $101,327 for the year ended 2007. This
loss reflects the amount by which the carrying value of this asset exceeds the
estimated fair value, determined by its estimated future discounted cash flows.
The impairment loss is recorded as a component of "operating expenses" in the
Statement of Operations.

Start-Up Costs
--------------

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

                                      F-11
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets
-------------------------------

In accordance with SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.

Cash, Cash Equivalents and Financial Instruments
------------------------------------------------

The Company considers all highly liquid instruments with original maturities of
three months or less at the date of purchase to be cash equivalents. In general,
investments with original maturities of greater than three months and remaining
maturities of less than one year are classified as short term investments.

Concentrations
--------------

The Company maintains its cash in a bank deposit account, which at time may
exceed the federally insured limits. The Company has not experienced any losses
in such account and believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Fair value of Financial Instruments
-----------------------------------

Financial instruments consist principally of cash, accounts receivables, trade
and related party payables, accrued liabilities, short-term obligations and
notes payable. The carrying amounts of such financial instruments in the
accompanying consolidated balance sheets approximate their fair values due to
their relatively short-term nature. It is management's opinion that the Company
is not exposed to any significant currency or credit risks arising from these
financial instruments.

Policy on Classification of Accounts
------------------------------------

The Company's policy as to cost of sales is to include only the cost of
acquiring gift cards and the fee charged to us to process the credit cards used
by consumers to purchase our gift cards. The inclusion of these costs may not
allow for a direct and meaningful comparison of the gross profit to competitors
in the same industry.

The 2007 accounts were re-classified to meet the Company's new classification
presentation requirement for 2008.

                                      F-12
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Loss per Common Share
---------------------

Basic loss per common share is provided in accordance with SFAS 128, "Earnings
Per Share." Basic loss per common share is computed by dividing the net loss
available to the shareholders of common stock by the weighted average number of
common shares outstanding during the period. Diluted loss per common share is
computed by dividing the net loss by the weighted average number of common
shares including the dilutive effect of common share equivalents then
outstanding. Common stock equivalents are not included in the computation of
diluted net loss per common share because the effect would be anti-dilutive.

Dividends
---------

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception.

Share-Based Payments
--------------------

The Company adopted Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-base
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.

Under SFAS No. 123R, stock-based compensation cost is measured at the grant
date, based on the estimated fair value of the award, and is recognized on a
straight-line basis as expense over the employee's requisite service period. The
Company adopted the provisions of SFAS 123R in its year ended December 31, 2005,
using the modified prospective application method. The valuation provisions of
SFAS 123R apply to new awards and to awards that are outstanding on the
effective date (or date of adoption) and subsequently modified or cancelled;
prior periods are not revised for comparative purposes. Estimated compensation
expense for awards outstanding on the effective date will be recognized over the
remaining service period using the compensation cost calculated for pro forma
disclosure under FASB Statement No. 123, "Accounting for Stock-Based
Compensation".

Comprehensive Loss
------------------

The Company has no components of other comprehensive loss. Accordingly, net loss
equals comprehensive loss for all periods.

                                      F-13
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Advertising Expenses
--------------------

Advertising costs are expensed as incurred. For the years ended December 31,
2008 and 2007 advertising expenses were not material

Income Taxes
------------

The Company follows SFAS No. 109, "Accounting for Income Taxes" for recording
the provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the consolidated financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

Recent Authoritative Accounting Pronouncements
----------------------------------------------

In December 2007, the Financial Accounting Standards Board ("FASB") issued two
new statements: (a.) SFAS No. 141(revised 2007), "Business Combinations", and
(b.) No. 160, "Noncontrolling Interests in Consolidated Financial Statements".
These statements are effective for fiscal years beginning after December 15,
2008 and the application of these standards will improve, simplify and converge
internationally the accounting for business combinations and the reporting of
noncontrolling interests in consolidated financial statements. The Company is in
the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and
does not anticipate that the adoption of these standards will have any impact on
its consolidated financial statements.

(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to:
(i) recognize all (and only) the assets acquired and the liabilities assumed in
the transaction, (ii) establish an acquisition-date fair value as the
measurement objective for all assets acquired and the liabilities assumed, and
(iii) disclose to investors and other users all of the information they will
need to evaluate and understand the nature of, and the financial effect of, the
business combination, and, (iv) recognize and measure the goodwill acquired in
the business combination or a gain from a bargain purchase.

                                      F-14
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b.) SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to: (i)
report noncontrolling (minority) interests in subsidiaries in the same manner,
as equity but separate from the parent's equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent's
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.

In February 2008, the FASB issued Financial Staff Positions ("FSP") FAS 157-2,
"Effective Date of FASB Statement No. 157" ("FSP FAS 157-2"), which delays the
effective date of SFAS No. 157, "Fair Value Measurement" ("SFAS 157"), for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS 157 establishes a framework for measuring fair
value and expands disclosures about fair value measurements. FSP FAS 157-2
partially defers the effective date of SFAS 157 to fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years for items
within the scope of this FSP. FSP FAS 157-2 is effective for us beginning
January 1, 2009. The Company is currently evaluating the potential impact of the
adoption of those provisions of SFAS 157, for which the effectiveness was
delayed by FSP SFAS 157-2, on the Company's consolidated financial position and
results of operations.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.

In May 2008, the FASB released SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles." SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that presented
in conformity with generally accepted accounting principles in the United States
of America. SFAS No. 162 will be effective 60 days following the SEC's approval
of the PCAOB amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles". The FASB has stated
that it does not expect SFAS No. 162 will result in a change in current
practice. The Company does not believe the application of SFAS 162 will have a
significant impact, if any, on the Company's consolidated financial statements.

                                      F-15
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt
Instruments that may be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt
securities that, upon conversion, may be settled by the issuer fully or
partially in cash. FSP APB 14-1 specifies that issuers of such instruments
should separately account for the liability and equity components in a manner
that will reflect the entity's nonconvertible debt borrowing rate when interest
cost is recognized in subsequent periods. FSP APB 14-1 is effective for
financial statements issued for fiscal years after December 15, 2008, and must
be applied on a retrospective basis. Early adoption is not permitted. The
Company is assessing the potential impact of this FSP on the convertible debt
issuances.

In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain non-forfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share calculation.

In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an
Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF
07-5"). EITF 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. EITF 07-5 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
application is not permitted. The Company is assessing the potential impact of
this EITF 07-5 on the financial condition and results of operations.

                                      F-16
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - GOING CONCERN AND MANAGEMENT'S PLAN

The Company's future operations are subject to all of the risks inherent in the
establishment of a new business enterprise. At December 31, 2008, current
liabilities exceeded current assets by $343,777. At December 31, 2007, current
assets exceeded current liabilities by $111,525.

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,
2008 and 2007, the Company had an accumulated deficit of ($5,999,078) and
($5,161,130). The Company also realized net losses of ($837,947) and ($977,071)
for the years ended December 31, 2008 and 2007, respectively.

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

NOTE 4 - INCOME TAXES

The Company has implemented SFAS No. 109, "Accounting for Income Taxes", which
provides for a liability approach to accounting for income taxes. Total deferred
tax assets and liabilities at December 31 are as follows:

                                    2008               2007
                                    ----               ----

Deferred tax assets Tax NOL      $2,396,631         $2,064,452
Valuation Allowance              (2,396,631)        (2,064,452)

The Company has available at December 31, 2008, unused federal and state net
operating loss carry forwards totaling $5,999,078 that may be applied against
future taxable income that expire in the years 2008 through 2021. The tax
benefit of these net operating loss carryforwards, based on an effective tax
rate of 40% is approximately $ 2,396,631. Management believes it is more likely
than not that all of the deferred tax asset will not be realized. A valuation
allowance has been provided for the entire deferred tax benefit.

                                      F-17
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - FIXED ASSETS

Equipment at cost consists of computer equipment and software. Depreciation
expense for the years ended December 31, 2008 and 2006 was $5,464 and $6,711.

NOTE 6 - 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 or to which any of its property is
subject.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company has an employment agreement with the major stockholder providing for
certain guaranteed payments starting January 1, 2005 and ending December 31,
2009. The terms of this employment agreement call for an annual salary of
$52,000 plus other standard employee benefits.

The Company has a non-cancelable operating lease for office space with an
unrelated party. The lease began March 1, 2004 and expires January 31, 2010.
Minimum payments under the agreement are set forth in the following table:

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

                   2009                    $  51,894
                   2010                    $  54,628
                                           ---------

                           Total           $ 106,522
                                           =========

NOTE 8 - NOTES PAYABLE-RELATED PARTIES

The Company as several notes payable due on July 1, 2009. The total amount due
is $152,500. The interest rate is 11.0%

NOTE 9 - NOTE RECEIVABLE

The Company has a Note Receivable. The total amount due was $40,600. The balance
was paid on January 30, 2009

NOTE 10 - STOCK, OPTIONS AND WARRANTS

On October 29, 2004 the Company adopted an Incentive and Non-Statutory Stock
Option Plan. Pursuant to the Plan, the Company may grant incentive and
non-statutory (nonqualified) stock options to officers, employees, directors,
and certain other persons who provide services to the Company or its
subsidiaries. A total of 350,000 shares of common stock have been reserved for
issuance under the Plan. Non-employee directors may be granted options to
purchase 5,000 shares of the Company's common stock upon their initial election
or appointment to the board. Incentive options may not be granted to a more than
10% stockholder.

                                      F-18
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

On January 23, 2007, the Company issued options to purchase 75,000 shares of
common stock to a director. The options are exercisable at $0.20 per share,
which represents 50% of the closing bid price per share of the Company's common
stock price on January 23, 2007. These options were later cancelled in exchange
for restrictive common shares valued at $0.08 per share.

The issuances of stock options are accounted for using the fair value method in
accordance with SFAS No. 123(, "Accounting for Share Based Compensation".
Accordingly, compensation expense is recognized over the vesting period.
Compensation expense recorded due to stock option and warrant vesting was
$64,942 and $38,154 for the years ended December 31, 2008 and 2007.

Stock option and warrant transactions are summarized as follows:

                                      Stock Options               Warrants
                                     2008        2007         2008         2007
                                   -------     -------     ---------     -------

Outstanding - beginning of year    225,000     265,000       787,000     787,000
      Granted .................          -      75,000     2,500,000           -
      Exercised ...............          -      40,000             -           -
      Cancelled ...............          -      75,000             -           -
Outstanding - end of year .....    225,000     225,000     3,287,000     787,000

The following table provides certain information with respect to the above
referenced stock options and warrants outstanding at December 31, 2008:

                                                    Weighted      Weighted
                                      Number         Average       Average
                    Exercise Price  Outstanding  Exercise Price  Life Years
                    --------------  -----------  --------------  ----------
     Stock options  $0.18 - $0.45      225,000        $0.26         1.9
     Warrants       $0.10 - $1.00    3,287,000        $0.43         2.0

The following table provides certain information with respect to stock Options
and warrants exercisable at December 31, 2008:

                                                          Weighted
                                            Number         Average
                          Exercise Price  Outstanding  Exercise Price
                          --------------  -----------  --------------
           Stock options  $0.18 - $0.45      225,000        $0.26
           Warrants       $0.10 - $1.00    3,287,000        $0.43

                                      F-19
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The weighted average fair value at date of grant of warrants granted during 2008
was $$0.50, and was estimated using the Black-Scholes option valuation model
with the following assumptions:

                       Expected life in years ..         2
                       Interest rate ...........     2.77%
                       Volatility ..............   125.63%
                       Dividend yield ..........        0%

Common Stock
------------

On January 23, 2007 the company issued 40,000 shares of restricted common stock
to Joseph Porrello. Mr. Porrello (a Director) exercised his stock option to
purchase 40,000 shares valued at $0.26 per share. The securities were sold based
on the exemption from registration provided by Section 4 (2) of the Securities
Act of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

On January 23, 2007, the Company issued options to purchase 75,000 shares of
common stock to a director. The options are exercisable at $0.20 per share,
which represents 50% of the closing bid price per share of the company's common
stock on January 23, 2007. These options were subsequently cancelled on
September 18, 2007 by issuing 75,000 shares. These shares were valued at $0.08
per share.

On February 2, 2007, the Company consummated the private sale of 285,715 shares
to one (1) accredited investor, at a price of $0.35 per share. The total
offering price was $100,000.

On June 28, 2007, the Company consummated the private sale of 125,000 restricted
common shares to one (1) accredited investor, at a price of $0.20 per share. The
total offering price was $25,000.

On June 29, 2007, the Company issued as compensation to two of its employees
35,000 restricted common shares. James Dyas, former Chief Financial Officer
received 25,000 shares and James Yagielo, Director of Technical Services
received 10,000 shares.

On July 10, 2007, the Company consummated the private sale of 250,000 restricted
common shares to one (1) accredited investor, at a price of $0.20 per share. The
total offering price was $50,000.

On September 18, 2007, the Company issued as compensation to four of its
employees 125,000 restricted common shares valued at $0.08 per share. Alfred
Fernandez, then Acting Chief Financial Officer received 75,000 shares; James C
Yagielo, Director of Technical Services received 25,000 shares; Daniel S
Mirkovich, on line merchants' technical information support, received 12,500
shares and Melissa M. Emanuelle, Accounts Manager, received12,500 shares.

On September 18, 2007, the Company issued as compensation valued at $0.08 per
share to two of its new Directors, Brent Gephart and Bruce Hollander, 100,000
restricted common shares each.

                                      F-20
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On September 18, 2007, the Company issued, as consideration for the cancellation
of 400,000 warrants and options. The Company issued 225,000 restrictive common
shares valued at $0.08 per share.

On October 4, 2007, the Company consummated the private purchase of 1,360,834
unregistered shares from one accredited investor, at a price of $0.01 per share.
The total purchase price was $13,308.34. Said shares were cancelled and
accounted for as Treasury stock.

On December 12, 2007, the Company consummated the private sale of 6,000,000
restricted common shares to accredited investors, at a price of $0.10 per share.
The total offering price was $600,000 less offering costs of $61,960.

On January 23, 2008, the Company issued 75,000 restrictive common shares in lieu
of payment for services rendered to an unrelated vendor. The value of the
services owed by the Company was $13,500.

On February 22, 2008 the Company issued 500,000 shares of restricted common
stock for services rendered to directors, officers and employees.

On July 14, 2008 the Company issued 85,000 shares of restricted common stock for
services rendered to officer and employees.

On July 14, 2008 the Company issued 215,000 shares of restricted common stock
for services rendered to two unrelated vendors for services rendered.

On July 14, 2008, the Company consummated the private sale of 2,000,000
restricted common shares to accredited investors, at a price of $0.16 per share.
The total offering price was $320,000 less offering costs of $17,412.

On December 2, 2008 the Company issued 100,000 shares of restrictive common
stock to a Director (Thomas Hill) for services rendered at a price of $0.05 per
share.

On December 22, 2008, the Company issued 64,000 restrictive common shares in
lieu of payment for services rendered to an unrelated vendor.

Related Transactions
--------------------

The Company uses the services of Xcel Marketing, an entity controlled by one of
the Directors, Thomas Hill. This vendor was paid $46,500 plus 100,000 of
restrictive common shares for the year ended December 31, 2008 and $30,500 for
the year ended December 31, 2007.

                                      F-21