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

                                   FORM 10-KSB

(Mark One)

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

                   For the fiscal year ended DECEMBER 31, 2007
                                             -----------------

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

                 For the transition period from ______ to _____.


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


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


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


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


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

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

                                       N/A


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

                         COMMON STOCK, $0 .001 PAR VALUE
                         -------------------------------
                                (Title of class)

<PAGE>

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

         State issuer's revenues for its most recent fiscal year. $1,178,185

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the voting stock held by non-affiliates as of April 11, 2008 was
approximately $2,695,869.

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

         AS OF APRIL 8, 2008, THE COMPANY HAD 17,610,902 COMMON SHARES ISSUED
AND OUTSTANDING.

   Transitional Small Business Disclosure Format (Check one): Yes ___; No _X_

                                       ii
<PAGE>

                                TABLE OF CONTENTS

PART I

   ITEM 1.  DESCRIPTION OF BUSINESS ........................................   1

   ITEM 2.  DESCRIPTION OF PROPERTY ........................................   8

   ITEM 3.  LEGAL PROCEEDINGS ..............................................   8

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............   8

PART II

   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .......   9

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......  11

   ITEM 7.  FINANCIAL STATEMENTS ...........................................  16

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE .......................................  16

   ITEM 8A. CONTROLS AND PROCEDURES ........................................  16

   ITEM 8B. OTHER INFORMATION ..............................................  17

PART III

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ..............  17

   ITEM 10. EXECUTIVE COMPENSATION .........................................  20

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS .....................  22

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................  23

   ITEM 13. EXHIBITS .......................................................  23

   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES .........................  23

SIGNATURES .................................................................  24

                                       iii
<PAGE>

PART I

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

ITEM 1.  DESCRIPTION OF BUSINESS.

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

BACKGROUND

         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 changed our name to MediaNet Group
Technologies, Inc., on May 22, 2003. We were formed as a "blind pool" or "blank
check" company whose business plan was to seek to acquire a business opportunity
through a merger, exchange of stock, or other similar type of transaction.

         From the date of our incorporation through December 31, 2002, our only
business activities were the organizational activities described above and
efforts to locate a suitable business opportunity for acquisition. In January
2003, we identified a business opportunity we wanted to acquire.

         On February 3, 2003, we affected a change of control as the first step
in the business acquisition process. Brand-A-Port, Inc., (formerly ShutterPort,
Inc.), a Florida corporation, purchased from five of our major shareholders
3,331,000 (or approximately 93%) of our issued and outstanding shares. The
shares were purchased for $35,000.

         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. In
addition, the 3,331,000 shares which Brand-A-Port previously purchased were
surrendered for cancelation. As a result of the share exchange, Brand-A-Port
became our wholly owned and operating subsidiary.

                                        1
<PAGE>

         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.

CURRENT AND FUTURE OPERATIONS

         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, (2) branded websites and (3) audio and video products.

Previously the Company operations were split among three subsidiaries:

   1.    BSP Rewards
   2.    Brand-A-Port
   3.    Memory Lane Syndication

         The Company has decided to concentrate its efforts in the main
subsidiary, BSP Rewards. The Company has consolidated its Brand-A-Port operation
into it BSP Rewards. Its Memory Lane Division is currently inactive. MemoryLane
has had limited revenue during 2007.

BSP Rewards                This division, 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 on-line 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 client
                           and may be used at any time to make additional
                           purchases from any participating merchant in the
                           program. The BSP program is proprietary to the
                           Company.

Brand-A-Port               The Brand-A-Port division built and hosted the BSP
                           sites and has now been consolidated into BSP Rewards.

Memory Lane Syndication    Through this division, in 2005 we have 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
                           division is currently inactive.

BSP REWARDS

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

                                        2
<PAGE>

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

         We have established a separate bank account in which we place a portion
of the amounts designated as accumulated member rewards. Members, merchants and
member providers may view reports on-line indicating the total amount of
purchases made and of rewards accumulated. At the present time when a member
elects to redeem all or any portion of the rewards which he or she has
accumulated, the member must purchase certificates or gift cards on-line that
are redeemable at participating merchants or load their reward points onto our
stored value MasterCard, Discover Card or participating affiliated cards that
can be utilized at certain online and in-store merchants for redemption. This
card allows the reward points to be loaded on the card and spent like cash at
participating merchants and anywhere MasterCard or Discover Card are 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. This program
is fully operational, and member provider agreements have been signed with
various companies. Member provider agreements provide that the organization will
normally enroll their members for free and BSP shall pay to the member providers
a straight 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 by the member provider actually earn rewards through the
program. Typical associations and companies with whom the Company has entered
into member provider agreements are the AME Church, Global Cash Card, Clipper
Magazine and ADP.

         We have also signed Branded BSP Rewards Merchant Agreements with web
based merchants such as Lobstergram who has agreed to pay a rebate percentage of
the value of each sale, and will also redeem BSP Rewards as payment for sales to
our members. Additionally the Company has signed branded agreements with
organizations such as Fortune Hi-Tech Marketing who utilizes the program as a
recruitment tool as well as a shopping mall. At this time, these agreements
produce minimal revenues.

         Additionally, BSP has signed Strategic Marketing Partnership agreements
with organizations that act as introductory or sales agents for the Company.
Such companies include organizations such as ADP, and The Ignition Network and
Team Zanotti.

         It is our intention to market the BSP Rewards program to institutions
that have a larger number of members. Major membership clubs, organizations
credit and stored value card users and companies have the capability of quickly
expanding the BSP membership base to their large participating groups which
would greatly enhance our potential revenue stream. Although we have commenced
initial sales in these markets, we would require substantial working capital
prior to commencing marketing efforts directed at larger organizations as such
efforts can be time consuming and costly.

                                        3
<PAGE>

MARKETING AND DISTRIBUTION STRATEGIES
-------------------------------------

         Our target markets for sales of our BSP Rewards program include small,
medium and large sized companies and organizations that will be able to utilize
our rewards mall platform.

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

         We market our products and services primarily through third party
resellers who are paid on a commission basis. Our target market for representing
and selling our services is to companies that already have an existing sales
force or ability to act as a mass reseller for us. We have signed a number of
marketing partner agreements which are non-exclusive and we anticipate that we
will sign agreements with additional resellers in the future. The Agreements,
which generally have a term of one year with automatic one-year renewals,
provide for the payment by the Company of a commission on BSP rewards earned by
members that are signed into the program by the reseller. The Company also 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 merchants and member provider organizations that
become involved with the BSP Rewards program will devote a portion of their
advertising and marketing funds to the branded program which, in turn, will help
to develop customer awareness of our products and services.

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

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

                                        4
<PAGE>

COMPETITION
-----------

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

WEB SITES
---------

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

         o www.medianetgroup.com        o www.pixjury.com
         o www.bsprewards.com           o www.memorylanesyndication.com
         o www.shutterport.com          o www.autoloyaltyrewards.com
         o www.bigbrandmall.com         o www.nationalvaluecardmall.com

EMPLOYEES
---------

         Presently, we have 9 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.

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.

         Up to December 31, 2002, the Company was a development stage entity. In
2003, the Company commenced operations, which have been limited to date.
Therefore, there is limited operating history on which to base an evaluation of
our proposed business and prospects. We are subject to all of the substantial
risks inherent in the commencement of a new business enterprise. New enterprises
in the early stage may encounter financial and operational difficulties and
intense competition and failure to become profitable. There can be no assurance
that we will achieve our business objectives, or that we will produce
significant levels of revenues or achieve sustainable profitability. Our
prospects must be considered in light of the risks, expenses, difficulties and
delays frequently encountered in connection with a developing business, the
development and commercialization of Internet websites based on innovative
technology, and the high level of competition in the industry in which we
operate. Additionally, we will be subject to all the risks incident to a rapidly
developing business. Prospective investors should consider the frequency with
which relatively newly developed and/or expanding businesses encounter
unforeseen expenses, difficulties, complications and delays, as well as such
other factors as competition with substantially larger companies.

                                        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, 2008 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, ON-LINE
COMMERCE AND THE INTERNET ARE VERY COMPETITIVE. THERE IS NO ASSURANCE THAT WE
WILL BE ABLE TO SUCCESSFULLY COMPETE IN THOSE MARKETS, WHICH WOULD ADVERSELY
AFFECT OUR ABILITY TO ACHIEVE OR SUSTAIN PROFITABILITY.

                                        6
<PAGE>

         The on-line 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 ON-LINE COMMERCE INDUSTRY ARE CHARACTERIZED BY RAPID
TECHNOLOGICAL CHANGE. WE MAY BE UNABLE TO COMPETE SUCCESSFULLY OR TO REMAIN
COMPETITIVE UNLESS WE ARE ABLE TO DEVELOP NEW PRODUCTS OR 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 on-line commerce industry are
characterized by rapid technological change, changes in user and customer
requirements and preferences and frequent product and service introductions. If
competitors introduce products and services embodying new technologies or if new
industry standards and practices emerge, then our existing web sites,
proprietary technology and systems may become obsolete. Our future success will
depend on our ability to do the following:

         o  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.

                                        7
<PAGE>

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

         There is 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.

ITEM 2.  DESCRIPTION OF PROPERTY.

         As of December 31, 2007, the Company leased approximately 1760 sq. ft.
of office space from an unaffiliated third party.

         The term of the lease, which is for two year starting in 2007 is as
follows: $4,202.77 per month for the first twelve months, and $4,335.57 per
month for the last twelve months.

ITEM 3.  LEGAL PROCEEDINGS.

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

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

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

         No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
2007.

                                        8
<PAGE>

                                     PART II

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

         Our common stock is traded on the over-the-counter Bulletin Board under
the symbol "MEDG". As of April 8, 2008, the last sale of common stock, as quoted
on the over-the-counter Bulletin Board, was $0.19. The following table sets
forth the range of quarterly, high and low sale prices for our Common Stock.

                         2007                2006
                   ---------------      ---------------
QUARTER ENDED       LOW       HIGH       LOW       HIGH
-------------      -----     -----      -----     -----
March 31           $0.19     $0.50      $0.18     $0.52
June 30             0.15      0.25       0.40      0.55
September 30        0.05      0.16       0.20      0.40
December 31         0.06      0.19       0.30      0.45

         As of December 31, 2007 a total of 17,560,902 shares were outstanding.
Such securities are currently held of record by a total of approximately 185
persons. We also currently have 787,000 shares which are subject to purchase
under outstanding warrant agreements with various individuals.

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

                                        9
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

         The following table lists all of the securities that were sold by the
Company during the fiscal year ended December 31, 2007. 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 certificates issued.

                                                      PURCHASE     AGGREGATE
                                                      PRICE PER    PURCHASE
NAME                          DATE         SHARES       SHARE        PRICE
----                          ----         ------     ---------    ---------
Robert F Hussey ........    1/23/2007      25,000        0.40      $ 10,000  (2)
Joseph Porrello ........    2/01/2007      40,000        0.26        10,400  (4)
Bruce L Hollander. .....    2/02/2007     285,715        0.35       100,000  (1)
Robert Akerson .........    6/01/2007     125,000        0.20        50,000  (1)
James Dyas. ............    6/28/2007      25,000        0.10         2,500  (1)
James Yagielo ..........    6/28/2007      10,000        0.10         1,000  (2)
Brent L Gephart. .......    7/10/2007     250,000        0.35        50,000  (1)
Tammi Schnider .........    9/18/2007      50,000        0.08         4,000  (3)
Robert F Hussey ........    9/18/2007      75,000        0.08         6,000  (2)
Thomas C Hill ..........    9/18/2007     100,000        0.08         8,000  (2)
James C Yagielo ........    9/18/2007      25,000        0.08         2,000  (2)
Bruce L Hollander ......    9/18/2007     100,000        0.08         8,000  (2)
Brent L Gephart ........    9/18/2007     100,000        0.08         8,000  (2)
Alfredo Fernandez ......    9/18/2007      75,000        0.08         6,000  (2)
Daniel S Mirkovich .....    9/18/2007      12,500        0.08         1,000  (2)
Melissa M Emanuelle ....    9/18/2007      12,500        0.08         1,000  (2)
Erica Kent .............   10/18/2007     500,000        0.10        50,000  (1)
Martin Ferkin ..........   10/18/2007     500,000        0.10        50,000  (1)
Melinda Udel ...........   10/29/2007     100,000        0.10        10,000  (1)
Donald Radcliff ........   10/31/2007     100,000        0.10        10,000  (1)
Pershing LLC ...........   11/09/2007   1,000,000        0.10       100,000  (1)
Ann M Snieke ...........   11/19/2007      50,000        0.10         5,000  (1)
Alan & Barbara Shefter .   11/19/2007      50,000        0.10         5,000  (1)
H Paul Hollander .......   11/19/2007     100,000        0.10        10,000  (1)
Cohenheads Entrep. .....   11/21/2007     500,000        0.10        50,000  (1)
Greenhawt Enterp. ......   11/21/2007     500,000        0.10        50,000  (1)
John L Anderson ........   12/03/2007     100,000        0.10        10,000  (1)
Linda & Donald Gross ...   12/04/2007     500,000        0.10        50,000  (1)
Martin Ferkin ..........   12/19/2007      50,000        0.10         5,000  (1)
Ben Lichtenberg/UGMA ...   12/21/2007      76,000        0.10         7,600  (1)
Radcliffe Invt. Partners   12/21/2007      75,000        0.10         7,500  (1)
Laurence Udel ..........   12/21/2007      75,000        0.10         7,500  (1)
Noble Spec Fund ........   12/21/2007     500,000        0.10        50,000  (1)
Daniel Bonner ..........   12/21/2007     120,000        0.10        12,000  (1)
Ben Lichtenberg/UGMA ...   12/21/2007     224,000        0.10        22,400  (1)
Legal Capital Mgmt Inc .   12/21/2007     300,000        0.10        30,000  (1)
Steven Adelstein .......   12/26/2007      80,000        0.10         8,000  (1)
Brent Gephart ..........   12/30/2007     500,000        0.10        50,000  (1)

At December 31, 2007, stock subscriptions totaling $88,000 remained receivable.

(1) Shares issued for payment received from Private Placement
(2) Shares issued for consulting services.
(3) In exchange for cancellation of warrants
(4) Stock options exercised

                                       10
<PAGE>

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

SELECTED TWO YEAR FINANCIAL DATA

                                                       2007            2006
                                                   -----------     ------------
OPERATING DATA
  Net sales ...................................    $ 1,178,185     $    433,720
  Operating income (loss) .....................       (977,973)      (1,120,401)
  Net income (loss) ...........................       (977,071)      (1,120,217)
  Depreciation and amortization ...............          6,711           20,982
  Capital expenditures ........................              0                0

PER SHARE DATA
  Earnings:
    Basic & diluted ...........................    $     (0.08)    $      (0.11)

FINANCIAL POSITION
  Working Capital .............................    $  (111,525)    $    (68,321)
  Property, plant & equipment, net ............         13,365            3,205
  Total assets ................................        283,869          342,653
  Long term debt ..............................              0                0
  Shareholder equity(deficit)...................       (96,060)         175,283

CASH FLOW DATA
  Net cash flow from operations ...............    $  (528,027)    $   (569,244)
  Net cash flow from investing activities .....        (16,571)               0
  Net cash flows from financing activities ....        621,832          712,000

YEAR END DATA
  Shares outstanding ..........................     17,560,902       11,611,021
  Approximate number of shareholders ..........            185              116

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

                                       11
<PAGE>

OVERVIEW
--------

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

         On March 31, 2003 we completed the acquisition of all of the issued and
outstanding shares of 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.

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

TRANSACTION PROCESSING

         BSP Rewards receives rebates from participating merchants on all
transactions processed by BSP through its on-line mall platform. The percentage
rebate paid by merchants varies between 1% and 30% and BSP normally shares 50%
of the rebate with the member who made the purchase.

         Since the launch of BSP Rewards in January of 2005, the company has
continued to increase individual membership, the number of participating
merchants in the network and the revenue and transactions generated through the
platform. We increased the number of merchants in our web mall in the past year
from approximately 550 to 750. Many of Merchants are among the nation's best
known retailers such as Macy's, BP Oil, Hyatt Hotels, Linens-N-Things and
Lowe's. We have also launched our off-line program with Timberland and Budget
Rent-A-Car as the initial in-store merchants.

         We processed approximately $ 7,000,000 of merchant transactions through
our on-line web mall during the fiscal year ended December 31, 2007 compared to
approximately $5,000,000 for the fiscal year ended December 31, 2006. The
merchant transactions processed through our on-line web mall produced
approximately $1,000,000 in gross revenue for Rewards segment of the Company
during the fiscal year ended December 31, 2007 as compared to approximately
$300,000 for the fiscal year ended December 31, 2006. The number of active
members processing transactions through the web mall increased 98% from 2006 and
the number of active merchants increased approximately 36% from 2006.

SEGMENT REPORTING
-----------------

         The Company has two reportable segments: (1) entertainment properties
which includes audio and video products and (2) branded services which includes
the branded websites and branded loyalty rewards programs, all of the products
of which are sold in the United States. These operating segments were determined
based on the nature of the products and services offered. The segments share a
common workforce and office headquarters, which include an allocation of all
overhead components. Overhead items that are specifically identifiable to a
particular segment are applied to such a segment. Operating segments are defined

                                       12
<PAGE>

as components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision-maker in
deciding how to allocate resources and in assessing performance. The Company's
chief executive officer and chief financial officer have been identified as the
chief decision makers. The Company's chief operation decision makers direct the
allocation of resources to operating segments based on the profitability and
cash flows of each respected segment. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating officer.

         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:
<TABLE>
<CAPTION>
        TWELVE MONTHS ENDED            BRANDED     ENTERTAINMENT   CORPORATE   CONSOLIDATED
         DECEMBER 31, 2007            SERVICES      PROPERTIES     AND ELIM.      TOTAL
-----------------------------------  -----------   -------------   ---------   ------------
<S>                                  <C>           <C>             <C>         <C>
Net Sales (2) .....................  $1,154,785    $     23,400           -    $ 1,178,185
Depreciation & Amortization (3) ...       5,056           1,655           -          6,711
Asset Impairment (4) ..............           -         101,357           -        101,357
Segment (Loss) Income before taxes     (879,786)        (97,285)          -       (977,071)
Segment assets (1) ................     277,734           6,135           -        283,869
Expenditures for segment assets (3)      16,571               -           -         16,571

<CAPTION>
        TWELVE MONTHS ENDED            BRANDED     ENTERTAINMENT   CORPORATE   CONSOLIDATED
         DECEMBER 31, 2006            SERVICES      PROPERTIES     AND OTHER      TOTAL
-----------------------------------  -----------   -------------   ---------   ------------
<S>                                  <C>           <C>             <C>         <C>
Net Sales (2) .....................  $  377,431    $     56,289           -    $   433,720
Depreciation & Amortization (3) ...       2,232          18,750           -         20,982
Asset Impairment (4) ..............           -         458,124           -        458,124
Segment (Loss) Income before taxes     (336,552)       (646,712)   (136,953)    (1,120,217)
Segment assets (1) ................      63,768         132,990     145,895        342,653
Expenditures for segment assets (3)           -               -           -              -
</TABLE>

(1) Total Business assets are owned or allocated assets used by each business.
    Corporate assets consist of cash and cash equivalents, marketable securities
    and certain other assets.

(2) Branded Services two year comparative segment revenue follows;

    (a) Gift Cards generated $934,642 in revenue for the fiscal year ending
        December 31, 2007, as compared to $275,710 for the fiscal year ended
        December 31, 2006.

    (b) BSP Reward program generated $119,675 in revenue for the fiscal year
        ended December 31, 2007 as compared to $35,299 for the fiscal year ended
        December 31, 2006.

    (c) Design and Hosting generated $97,682 in revenue for the fiscal year
        ended December 31, 2007 as compared to $67,573 for the fiscal year ended
        December 31, 2006.

    (d) Other items generated $26,186 in revenue for the fiscal year ended
        December 31, 2007, as compared to $55,138 for the fiscal year ended
        December 31, 2006.

                                       13
<PAGE>

(3) Corporate property additions, depreciation and amortization expense include
    items attributable to the unallocated fixed assets of support divisions and
    common facilities.

(4) Asset impairment attributable to our strategic review of assets, comparing
    undiscounted cash flows against carrying values.

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

         Fiscal Year Ended December 31, 2007 as compared to Fiscal Year Ended
December 31, 2006

         For the fiscal year ended December 31, 2007, we had revenues from
operations of $1,178,185, and a loss from operations of $977,793. For the fiscal
year ended December 31, 2006, we had revenues from operations of $433,720, and a
loss from operations of $1,120,401.

         Branded Services net sales increased $777,354 or 206% to $1,154,785
compared to $377,431 for the fiscal year ended December 31, 2006. The increase
is attributable to an increase in the sale of gift cards, which increased
$658,932. In addition, BSP reward income increased $84,376 due to increased
individual memberships, and an increase of merchants participating in our web
mall from approximately 550 in fiscal year 2006 to approximately 750 in fiscal
year 2007.

         Entertainment Properties net sales decreased $32,889 or 58.4 % to
$23,400 for the fiscal year ended December 31, 2007 compared to $56,289 for the
fiscal year ended December 31, 2006. This decrease is attributable to the
reduction of in store advertising and the eliminating of management in these
areas.

         Operating expenses for the fiscal year ended December 31, 2007, were
$1,059,851, compared to $1,086,148 for the fiscal year ended December 31, 2006,
a decrease of $26,297.

         Included in operating expenses for the fiscal year ended December 31,
2007 is an Impairment loss of $95,205 against our Film Library and $6,152
against our Record Master. In fiscal year ended December 31, 2006 we recorded
Impairment against our Film Library of $458,124. While conducting its annual
review and testing of company assets the Company determined there was a loss in
carrying value of its Film Library and Record Master. The Company utilized a
discounted cash flow as the basis of its test.

         Excluding the impairments noted above operating expenses were $958,494
for the fiscal year ended December 31, 2007 and $628,024 for fiscal year
December 31, 2006 an increase of $330,470. Consulting fees increased $14,377;
Professional fees increased $29,611; Travel expenses increased $15,692 as a
result of more trade shows; Insurance expense increased $17,310; Payroll expense
and related fringe benefits increased $179,353 due to the hiring of key
management staff primarily in the sales and marketing area; Corporate costs
increased $12,122; Marketing and advertising expense increased $6,750;
Commission expense increased $29,327.

                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         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, 2007, deferred revenue
amounted to $79,535 compared to $31,602 at December 31, 2006.

         As of December 31, 2007, we had cash on hand of approximately $230,580.
During the fiscal year ended December 31, 2007, net cash used in operations was
$528,027, and during the fiscal year ended December 31, 2006, net cash used in
operations was $569,244. However, our operations are not yet profitable, and we
continue to require additional funding in order to continue business operations.

         To date, we have funded our cash shortage and obtained the cash
necessary to continue operations primarily through debt and equity transactions
with management and through equity private placements.

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

PLAN OF OPERATIONS
------------------

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

         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 On-Line merchants network. (2) The participating Gift Card
merchants. (3) Initiating a participating In-Store merchant network. (4)
Layering the BSP platform onto credit, debit and prepaid cards. (5) Increasing
the member base. (6) Increasing transactions and fees.

         The Company has signed Marketing Partner and/or Member Provider
Agreements with various individuals or companies to sell for the Company on a
straight commission basis. Additionally the Company has signed their initial
Private Branded Merchant Agreements with web-based retailers who will give and
redeem BSP Rewards and place their customers into the program as members. The
Company believes it will begin to receive limited revenues from these sales
during the 3rd quarter of 2008.

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

                                       15
<PAGE>

SUBSEQUENT EVENTS
-----------------

         On February 22, 2008 the Company issued 500,000 shares of restricted
common stock for services rendered as follows:

Martin A Berns - CEO, Director .........................        150,000 shares
Robert F Hussey - Director .............................         50,000 shares
Brent Gephart - Director ...............................         50,000 shares
Bruce L Hollander - Director ...........................         50,000 shares
Thomas C Hill - Director ...............................         50,000 shares
Eugene H Berns - Director ..............................         50,000 shares
Alfred Fernandez - CFO .................................         50,000 shares
James C Yagielo - IT Director ..........................         50,000 shares
                                                                -------
Total shares ...........................................        500,000
                                                                =======

ITEM 7.  FINANCIAL STATEMENTS.

         See Financial Statements commencing on page F-1.

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

         The Company carried out an evaluation under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that, as of the
end of December 31, 2007, the Company's disclosure controls and procedures are
effective to provide reasonable assurance that information required to be
disclosed by the Company in the reports the company files or submits under the
Securities Exchange Act of 1934 is (1) accumulated and communicated to
management, including the Company's Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosures and (2)
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms. Our management does not expect that our
disclosure controls and procedures or our internal control over financial
reporting will necessarily prevent all fraud and material error. Our disclosure
controls and procedures are designed to provide reasonable assurance of
achieving our objectives and our Chief Executive Officer and the Chief Financial
Officer concluded that our disclosure controls and procedures are effective at
that reasonable assurance level.

                                       16
<PAGE>

Management's Report on Internal Control over Financial Reporting

         Our management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. Internal control over
financial reporting refers to the process designed by, or under the supervision
of, our Chief Executive Officer and Chief Financial Officer, and effected by our
Board of Directors, management and other personnel, to provide reasonable
assurance to our management and Board of Directors regarding the preparation and
fair presentation of published financial statements.

         All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.

         Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer,assessed the effectiveness of our internal control
over financial reporting as of December 31, 2007. In making this assessment, we
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework.

         Based on our assessment we believe that, as of December 31, 2007, our
internal control over financial reporting is effective based on those criteria.
Because of the inherent limitation in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.

         This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.

Changes in Internal Control over Financial Reporting

         There have been no changes in the Company's internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, such
internal controls.

ITEM 8B. OTHER INFORMATION.

         None.

                                       17
<PAGE>

PART III

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

         The names, ages and titles of our Executive Officers and Directors as
of December 31, 2007 are as follows:

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

Martin A. Berns (1)    71   Chairman of the Board of Director & CEO
Eugene H. Berns (1)    71   Director                                    (4)
Thomas C. Hill         49   Director, Director of Operations            (4)
Robert Hussey (2)      59   Director                                    (4) (**)
Bruce Hollander (3)    50   Directors
Brent Gephart (3)      40   Director
Alfred Fernandez       45   Chief Financial Officer

1- Martin A. Berns and Eugene H. Berns are brothers.

2- Mr. Hussey was elected to the board on January 23, 2007.

3- Directors elected to the board on 11/05/2007

4- Audit Committee.

** Indicates Chairman of the Committee

         The directors named above will serve until the next annual meeting of
the Company's stockholders, or until their successors have been appointed. The
directors are elected for one-year terms at the annual stockholders' meeting.

         Officers generally hold their positions at the pleasure of the board of
directors, absent any employment agreement.

BIOGRAPHICAL INFORMATION
------------------------

         MARTIN A. BERNS has been the President, Chief Executive Officer and
Director of the Company since January 2003 and a co-founder of our wholly owned
operating subsidiary Brand-A-Port, Inc. He has been a Director, President and
Chief Executive Officer of that company since its organization in April 2000.
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 was Vice
President of marketing for Realm Productions, a publicly held video production
company and acted as coordinating producer for the re-syndication and
distribution of the 1970's "Howdy Doody" show. 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.

                                       18
<PAGE>

         EUGENE H. BERNS has served as Director of the Company since January
2003. He is a co-founder of our wholly owned operating subsidiary, Brand-A-Port,
Inc. Mr. Berns serves as President of Housing Marketing Team, a marketing
consultation company whose services include local and national housing industry
market 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.

         THOMAS C. HILL was appointed 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. Mr. Hill
also served as the Marketing Director for The Miami Herald, one of
Knight-Ridder's leading newspapers.

         ROBERT F. HUSSEY was appointed 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., 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 appointed 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 has been 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 appointed director of the Company effective November
15, 2007. 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.

                                       19
<PAGE>

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 the Acting Chief Financial Officer and Controller of
MediaNet Group Technologies, Inc., the Registrant, was appointed Chief Financial
Officer and Corporate Secretary effective December 18, 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.

AUDIT COMMITTEE
---------------

         We have an Audit Committee, which consist of Robert Hussey, Eugene
Berns, and Thomas Hill. The board has designated Robert Hussey as the "audit
committee" financial expert," as defined by Item 401(e) of Regulation S-K of the
Securities Act of 1934 and serves as its chairperson. The board determined that
Robert Hussey, Eugene Berns and Thomas Hill are "independent directors".

COMPLIANCE WITH SECTION 16(A) OF THE 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 31,2007 and Forms 5 and amendments thereto furnish to
us with respect to the fiscal year ended December 31,2007 as well as any written
representation from a reporting person that no Form 5 is required, we are aware
that the following Board members and officers failed to file reports on a timely
basis. Alfred Fernandez, CFO and Brent Gephart, Director failed to file on a
timely basis but then filed the required forms on March 11, 2008 and March 31,
2008 respectively, as disclosed on the aforementioned Forms, reports required by
Section 16(a) of the Securities Act during the fiscal year ended December 31,
2007, the following persons failed to filed reports required by Sec 16 during
2007.

         Mr. Thomas C Hill failed to file two reports covering 150,000 common
shares.

CODE OF ETHICS
--------------

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

ITEM 10. EXECUTIVE COMPENSATION.

         The following table provides summary information concerning cash and
compensation awarded to, earned by, or paid to our Chief Executive Officer and
CFO for the years indicated below.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                                           LONG TERM
                                      ANNUAL COMPENSATION              COMPENSATION AWARDS
                                ---------------------------------   ------------------------
                                                     OTHER ANNUAL   RESTRICTED   SECURITIES
NAME AND PRINCIPAL                           BONUS   COMPENSATION      STOCK     UNDERLYING
POSITION                 YEAR     SALARY      ($)        ($)        AWARDS ($)   OPTIONS (#)
---------------------    ----   ----------   -----   ------------   ----------   -----------
<S>                      <C>    <C>          <C>     <C>            <C>          <C>
Martin Berns, CEO        2007   52,000 (1)     0          0                0          0
                         2006   52,000 (1)     0          0                0          0
                         2005   52,500 (1)     0          0                0          0

Alfred Fernandez, CFO    2007   37,480 (2)     0          0           75,000          0
</TABLE>

(1)  Mr. Berns has an employment contract with the Company, commencing January
     1, 2005 through December 31, 2008 at an annual salary of $52,000 per year,
     plus normal fringe benefits. Mr. Berns received on 2/22/08 an additional
     150,000 restrictive common shares as additional compensation.

(2)  Mr. Fernandez commenced his employment with the Company on 7/2/2007. Mr.
     Fernandez received 75,000 restrictive common shares on 9/18/07.Mr Fernandez
     annual salary is $75,000 plus normal benefits

CONSULTING ARRANGEMENTS
-----------------------

         Mr. Hill 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, 2007 Mr. Hill's consulting company was paid $
37,500 for the fiscal year ended and for December 31,2006 the amount was
$25,500.

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, 2007 and 2006 was estimated using the Black-Scholes option-pricing
model. Under this plan on 1/23/2007 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.

STOCK OPTION GRANTS IN 2007 TO NAMED EXECUTIVE OFFICERS

         There were no new stock options granted to named officers in 2007 and
there were no options exercised.

COMPENSATION TO THE COMPANY'S DIRECTORS

         Starting in 2007, each new director receives 100,000 restricted shares
of our common stock upon joining the board. We also pay ordinary and necessary
out-of-pocket expenses for directors to attend board and committee meetings.

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                   CHANGE IN
                   FEES                                          PENSION VALUE
                  EARNED                           NON-EQUITY         AND
                  OR PAID                          INCENTIVE      NONQUALIFIED
                    IN      STOCK      OPTION         PLAN          DEFERRED       ALL OTHER
                   CASH     AWARDS     AWARDS     COMPENSATION    COMPENSATION   COMPENSATION    TOTAL
     NAME           ($)      ($)         ($)          ($)         EARNINGS ($)        ($)         ($)
---------------   -------   ------   ----------   ------------   -------------   ------------   ------
<S>               <C>       <C>      <C>          <C>            <C>             <C>            <C>
Brent Gephart        0      $8,000        -            -               -               -        $8,000
Bruce L Hollander    0      $8,000        -            -               -               -        $8,000
Robert F Hussey      0      $8,000        -            -               -               -        $8,000
</TABLE>

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

         The following table sets forth, as of April 11, 2008, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of
the Company. Also included are the shares held by all executive officers and
directors as a group.

                                          NUMBER OF SHARES
NAME AND ADDRESS                         BENEFICIALLY OWNED     PERCENT OF CLASS
----------------                         ------------------     ----------------

Martin A. Berns (1) ....................     2,645,001               13.9%
5100 W. Copans Road, Suite 710
Margate, Florida 33063

Eugene H. Berns (1) ....................       240,000                1.3%
5100 W. Copans Road, Suite 710
Margate, Florida 33063

Thomas C. Hill (1) .....................       185,833                0.9%
10258 Vestral Manor
Coral Springs, FL 33071

Robert Hussey (1) ......................       150,000                0.7%
5100 W Copans Road, Suite 710
Margate, Fl 33063

Brent Gephart  (1) .....................       800,000                4.2%
5100 W Copans Rd , Suite 710
Margate, Fl 33063

Bruce L Hollander  (1) .................       435,715                2.3%
5100 W Copans Rd. Suite 710
Margate, Fl 33063

Alfred  Fernandez  (1) .................       125,000                0.6%
5100 W Copans Road, Suite 710
Margate, Fl  33063

All officers and directors (7 persons) .     4,581,549               24.1%

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

                                       22
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         There were no loans or deferred salary during the fiscal year ended
December 31, 2007.

ITEM 13. EXHIBITS.

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

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

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

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

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
----------

         The aggregate fees billed by Child, Van Wagoner & Bradshaw, PLLC for
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2007, were $25,000. The aggregate fees billed by Child, Van Wagoner
& Bradshaw, PLLC for review of the Company's financial statements included in
its quarterly reports on Form 10-QSB for the year ended December 31, 2007, were
$7,500.

Audit-Related Fees
------------------

         None.

Tax Fees
--------

         The aggregate fees billed by Child, Van Wagoner & Bradshaw, PLLC for
tax compliance, advice and planning were $5,000 for the fiscal year ended
December 31, 2007.

                                       23
<PAGE>

All Other Fees
--------------

         MediaNet Group Technologies, Inc.'s Audit Committee approves the
engagement of an accountant to render all audit and non-audit services prior to
the engagement of the accountant based upon a proposal by the accountant of
estimated fees and scope of the engagement. MediaNet Group Technologies, Inc.'s
Audit Committee has received the written disclosure and the letter from Child,
Van Wagoner & Bradshaw, PLLC required by Independence Standards Board Standard
No. 1, as currently in effect,.



                                   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: April 11, 2008            By: /s/ Martin A. Berns
                                             -------------------
                                             Martin Berns, President and
                                             Chief Executive Officer

         Date: April 11, 2008            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: April 11, 2008            By: /s/ Martin A. Berns
                                             -------------------
                                             Martin A. Berns

         Date: April 11, 2008            By: /s/ Eugene H. Berns
                                             -------------------
                                             Eugene H. Berns

         Date: April 11, 2008            By: /s/ Robert F. Hussey
                                             --------------------
                                             Robert F. Hussey

         Date: April 11, 2008            By: /s/ Thomas C. Hill
                                             -------------------
                                             Thomas C. Hill

         Date: April 11, 2008            By: /s/ Bruce Hollander
                                             -------------------
                                             Bruce Hollander

         Date: April 11, 2008            By: /s/ Brent Gephart
                                             -------------------
                                             Brent Gephart

                                       24
<PAGE>

CHILD,
VAN WAGONER &
BRADSHAW, PLLC
CERTIFIED PUBLIC ACCOUNTANTS

             Report of Independent Registered Public Accounting Firm

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

We have audited the consolidated balance sheets of MEDIANET GROUP TECHNOLOGIES,
INC. (the Company) as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the years ended December 31, 2007 and 2006. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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
consolidated 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 consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MEDIANET GROUP
TECHNOLOGIES, INC. as of December 31, 2007 and 2006, and the results of its
consolidated operations and its consolidated cash flows for the years ended
December 31, 2007 and 2006, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred substantial
recurring losses. This raises substantial doubt about the Company's ability to
meet its obligations and to continue as a going concern. Management's plans in
regard to this matter are described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
April 7, 2008

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

                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                          December 31,   December 31,
                                                             2007           2006
                                                          -----------    -----------
                                        ASSETS
<S>                                                       <C>            <C>
Current assets
  Cash and cash equivalents ...........................   $   230,580    $   153,346
  Accounts  receivable ................................         3,931         14,512
  Inventory ...........................................        33,893         43,681
  Prepaid expenses ....................................             -         24,152
                                                          -----------    -----------
Total current assets ..................................       268,404        235,691

Property, plant & equipment
  Computer equipment ..................................        39,329         22,758
  Accumulated depreciation ............................       (25,964)       (19,553)
                                                          -----------    -----------
Net property, plant and equipment .....................        13,365          3,205

Other assets
  Trademark -net ......................................         2,100          2,400
  Film library ........................................             -         79,664
  Record master .......................................             -         21,693
                                                          -----------    -----------
Total other assets ....................................         2,100        103,757
                                                          -----------    -----------

Total assets ..........................................   $   283,869    $   342,653
                                                          ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued liabilities ............   $   300,394    $   135,768
  Deferred revenue ....................................        79,535         31,602
                                                          -----------    -----------
Total current liabilities .............................       379,929        167,370

Stockholders' equity (deficit)
  Common stock: par value $.001; 50,000,000 shares
  authorized; 18,921,736 issued, 17,560,902 outstanding
  and 11,611,021 shares issued and outstanding ........        18,922         11,611
  Additional paid in capital ..........................     5,147,756      4,347,731
  Stock subscriptions receivable ......................       (88,000)             -
  Treasury stock; 1,360,834 shares, cost ..............       (13,608)             -
  Accumulated deficit .................................    (5,161,130)    (4,184,059)
                                                          -----------    -----------
Total stockholders' equity (deficit) ..................       (96,060)       175,283
                                                          -----------    -----------

Total liabilities and stockholders' equity (deficit) ..   $   283,869    $   342,653
                                                          ===========    ===========

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

                                         F-2
</TABLE>
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      Year ended December 31,
                                                   ----------------------------
                                                       2007            2006
                                                   ------------    ------------
Revenues
  Sales revenues ...............................   $  1,178,185    $    433,720
  Cost of sales ................................      1,096,127         467,973
                                                   ------------    ------------
    Gross profit ...............................         82,058         (34,253)

Operating expenses
  Consulting fees ..............................        180,033         165,656
  Other selling and administrative expenses ....        778,491         462,368
  Impairment loss ..............................        101,357         458,124
                                                   ------------    ------------
    Total operating expenses ...................      1,059,851       1,086,148
                                                   ------------    ------------

Loss from operations ...........................       (977,793)     (1,120,401)

Other income (expense)
  Interest income ..............................   $        722             184
                                                   ------------    ------------
Total other income (expense) ...................            722             184
                                                   ------------    ------------

Net loss before income taxes ...................       (977,071)     (1,120,217)

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

Net loss .......................................   $   (977,071)   $ (1,120,217)
                                                   ============    ============

Basic and diluted net loss per share ...........   $      (0.08)   $      (0.11)
                                                   ============    ============

Weighted average number of shares outstanding ..     12,273,833      10,428,281
                                                   ============    ============

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

                                       F-3
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       Year ended December 31,
                                                      -------------------------
                                                         2007          2006
                                                      -----------   -----------
Cash flows from operating activities:
  Net loss .........................................  $  (977,071)  $(1,120,217)
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciation and amortization ..................        6,711        20,982
    Allowance for bad debt .........................            -        (3,500)
    Stock and warrants issued for services .........       57,500        64,300
    Stock options issued for services ..............       26,396        38,154
    Impairment loss on film library & record master       101,357       458,124
    Changes in operating liabilities and assets:
      Accounts receivable ..........................       10,581        87,265
      Inventory ....................................        9,788       (10,822)
      Prepaid expense ..............................       24,152       (21,883)
      Accounts payable and accrued liabilities .....      164,626       (87,076)
      Deferred revenue .............................       47,933         8,428
                                                      -----------   -----------
    Net cash used in operations ....................     (528,027)     (569,244)

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 ............................      625,040       725,000
  Net proceeds from due to stockholders ............            -       (13,000)
    Purchase of treasury stock .....................      (13,608)            -
  Proceeds from exercise of stock options ..........       10,400             -
                                                      -----------   -----------

    Net cash provided by financing activities ......      621,832       712,000
                                                      -----------   -----------

  Increase (decrease) in cash and cash equivalents .       77,234       142,756

  Cash and cash equivalents, beginning of period ...      153,346        10,590
                                                      -----------   -----------
  Cash and cash equivalents, end of period .........  $   230,580   $   153,346
                                                      ===========   ===========

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

                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                           FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<CAPTION>
                                                             Paid in
                                                             Capital     Stock
                           Common     Common    Paid in       Stock   Subscription   Treasury   Treasury   Accumulated     Total
                           Shares     Stock     Capital      Options   Receiveble      Shares     Stock      Deficit      Equity
                         ----------  -------  -----------   --------  ------------   ---------  --------   -----------   ----------
<S>                      <C>         <C>      <C>           <C>       <C>            <C>        <C>        <C>           <C>
Balance January 1 2006    9,281,021    9,281    3,465,423     57,184             -           -         -    (3,063,842)     468,046

Stock issued for cash
 1/9 @ $.25 ...........     500,000      500      124,500          -             -           -         -             -      125,000
Stock issued for
 services 3/6 @ $.31 ..      80,000       80       24,720          -             -           -         -             -       24,800
Stock issued for cash
 6/8 @ $.40 ...........     625,000      625      249,375          -             -           -         -             -      250,000
Stock issued for cash
 9/29 @ $.35 ..........     666,667      667      232,667          -             -           -         -             -      233,334
Stock issued for
 services 10/2 @ $.30 .     100,000      100       29,900          -             -           -         -             -       30,000
Stock issued for cash
 11/13 @ $.35 .........     333,333      333      116,333          -             -           -         -             -      116,666
Stock issued for
 services 11/21 @ $.38       25,000       25        9,475          -             -           -         -             -        9,500
Stock based
 compensation
 recognized for
 the year .............           -        -            -     38,154             -           -         -             -       38,154
Net loss for the year .           -        -            -          -             -           -         -    (1,120,217)  (1,120,217)
                         ----------  -------  -----------   --------  ------------   ---------  --------   -----------   ----------
Balance
 December 31, 2006 ....  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
Purchase of treasury
 stock 10/04 @ $.01 ...           -        -            -          -             -   1,360,934   (13,608)            -      (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)
Stock based
 compensation
 recognized for
 the year .............           -        -            -     26,396             -           -         -             -       26,396
Net loss for the year .           -        -            -          -             -           -         -      (977,071)    (977,071)
                         ----------  -------  -----------   --------  ------------   ---------  --------   -----------   ----------
Balance
 December 31, 2007 ....  18,921,736  $18,922  $ 5,026,022   $121,734  $   (88,000)   1,360,934  $(13,608)  $(5,161,130)  $ (96,060)
                         ==========  =======  ===========   ========  ============   =========  ========   ===========   ==========

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

                                                                 F-5
</TABLE>
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS

     The Company was incorporated on June 4, 1999 in the State of Nevada as
     Clamshell Enterprises, Inc. ("Clamshell") and was organized for the purpose
     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 and on May 22, 2003, Clamshell
     changed its name to MediaNet Group Technologies, Inc. ("MediaNet" or the
     "Company"). BAP was formerly named BSP Rewards, Inc., Shutterport, Inc.,
     and Eshutterbug.com, Inc. BAP is a Florida corporation formed on February
     4, 2000 to become an online provider of branded business to business and
     business to consumer web portals to a variety of businesses. The Company
     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 a loyalty rewards program ("BSP rewards") and has begun to sign
     member providers and merchants. The Company will charge merchants
     participating in the BSP rewards program a percentage of the value of
     transactions it processes.

     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".

     On June 22, 2005 the Company formed BSP Rewards, Inc. ("BSP) as a wholly
     owned subsidiary in the State of Florida as a vehicle to develop and
     promote its flagship product, the BSP Rewards Program.

     CAPITAL RESOURCES AND BUSINESS RISKS

     The Company's future operations are subject to all of the risks inherent in
     the establishment of a new business enterprise. At December 31, 2007,
     current liabilities exceeded current assets by $111,525. At December 31,
     2006, current assets exceeded current liabilities by $68,321.

     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, 2007 and 2006, the Company had an accumulated
     deficit of $5,161,130 and $4,184,059. The Company also realized net losses
     of $977,071 and $1,120,217 for the years ended December 31, 2007 and 2006,
     respectively.

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

                                       F-6
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     CAPITAL RESOURCES AND BUSINESS RISKS (Continued)

     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.

     PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
     MediaNet Group Technologies, Inc. and its wholly owned subsidiaries
     Brand-A-Port, Inc., Memory Lane Syndication, Inc., and BSP Rewards, Inc.,
     as described above. All significant intercompany balances and transactions
     have been eliminated in consolidation.

     CONTROL BY PRINCIPAL STOCKHOLDERS

     The directors, executive officers and their affiliates or related parties,
     own beneficially and in the aggregate, 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.

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS

     On January 9, 2006, the Company issued 500,000 shares at $0.25 per share
     for cash.

     On March 6, 2006, the Company issued 80,000 shares of restricted common
     stock to Cameron Associates for consulting services at $0.31 per share.

     On June 8, 2006, the Company consummated the private sale of 625,000
     restricted common shares at $0.40 per share.

     On September 29, 2006, the Company consummated the private sale of 666,667
     restricted common shares at $0.35 per share.

     On October 2, 2006, the Company issued 100,000 shares of restricted common
     stock to Cameron Associates for consulting services at $0.30 per share.

     On November 13, 2006, the Company consummated the private sale of 333,333
     restricted common shares at $0.35 per share.

     On November 21, 2006, the Company issued 25,000 shares of restricted common
     stock to Jeffrey Meshel, a director of the Company, for services at $0.38
     per share.

                                       F-7
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

     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, 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, received
     12,500 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.

     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.

                                       F-8
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

     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.

     USE OF ESTIMATES

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

     SIGNIFICANT ESTIMATES

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

     RESEARCH AND DEVELOPMENT COSTS

     Research and development costs are expensed as incurred. There were no
     research and development costs for the years ended December 31, 2007 and
     2006.

     REVENUE RECOGNITION

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

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

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

                                       F-9
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION (Continued)

     The Company charges a per-client, per-month repetitive web-site maintenance
     service fee. Customer payments received in advance for providing
     maintenance services are recorded as deferred revenue and are then
     recognized proportionately as the maintenance services are performed.
     Deferred revenue totaled $79,535 at December 31, 2007 and $31,602 at
     December 31, 2006.

     Revenues generated in exchange for advertising services are valued at the
     fair value of the services exchanged, based on the Company' s own
     historical practice of receiving cash, or other consideration that is
     readily convertible to known amounts of cash for similar advertising from
     buyers unrelated in the barter transaction. During the years ended December
     31, 2007 and 2006, revenues derived from barter transactions were not
     significant.

     Revenues recognized in 2007 and 2006 related to licensing agreements of the
     Company's "film library", totaled $23,400 and $11,330. 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.

     CASH AND CASH EQUIVALENTS

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

     EQUIPMENT

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

                                      F-10
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     EQUIPMENT (Continued)

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

                                            Estimated
                                           Useful Life
                                           -----------
               Computer equipment            5 years

     LONG-LIVED ASSETS

     The carrying values of long-lived assets are periodically reviewed by
     management and impairments are recognized if the expected future non
     discounted cash flows derived from an asset are less than carrying value.

     OTHER ASSETS

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

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

     The trademark was placed in service September 2001 and cost approximately
     $4,000. Amortization expense was $400 and $400 for the years ended December
     31, 2007 and 2006.

     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 were no amortization related to
     the film library years ended December 31, 2007 since the remaining value of
     the asset was written off as an impairment loss.

                                      F-11
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     AMORTIZATION AND IMPAIRMENT OF FILM LIBRARY & RECORD MASTER (Continued)

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

     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 $101,357 for the year ended 2007 and $458,124 for the
     year ended 2006. 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.

     CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject the Company to credit risk
     consist principally of trade receivables. The Company extends credit to a
     substantial number of its customers and performs on going credit
     evaluations of those customers financial condition while, generally
     requiring no collateral. At December 31, 2007 and 2006 the Company recorded
     a bad debt allowance of $0 and $3,500 for such receivables.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     Financial instruments reported in the Company's consolidated balance sheet
     consist of cash, prepaid expenses, accounts payable, notes payable and
     accrued expenses, the carrying value of which approximate fair value at
     December 31, 2007.

     EARNINGS PER SHARE

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

     ADVERTISING COSTS

     All costs associated with advertising and promoting products are expensed
     in the year incurred. Advertising expense was $11,972 and $8,450 for the
     years ended December 31, 2007 and 2006, respectively.

                                      F-12
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INCOME TAXES

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

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

     NEW ACCOUNTING PRONOUNCEMENTS

     In December 2007, the Financial Accounting Standards Board ("FASB") issued
     FASB Statements No.141 (revised 2007), "Business Combinations" ("FAS
     141(R)") and No. 160, "Noncontrolling Interests in Consolidated Financial
     Statements" ("FAS 160"). These standards aim to improve, simplify, and
     converge internationally the accounting for business combinations and the
     reporting of non controlling interests in consolidated financial
     statements. The provisions of FAS 141 (R) and FAS 160 are effective for the
     fiscal year beginning on or after December 15, 2008. We are currently
     evaluating the provisions of FAS 141(R) and FAS 160.

     In February 2007, the FASB issued Statement No. 159, "The Fair Value Option
     for Financial Assets and Financial Liabilities - Including an amendment to
     FASB Statement No. 115". This statement permits companies to choose to
     measure many financial instruments and other items at fair value. The
     objective is to improve financial reporting by providing entities with the
     opportunity to mitigate volatility in reported earnings caused by measuring
     related assets and liabilities differently without having to apply complex
     hedge accounting provisions. This Statement is expected to expand the use
     of fair value measurement of accounting for financial instruments. This
     statement applies to all entities, including not for profit. The fair value
     option established by this statement permits all entities to measure
     eligible items at fair value at specified election dates. 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 impact
     adoption of SFAS No. 159 will have on its financial statements.

     In December 2006, the FASB issued SFAS No. 157 "Fair Value Measurements"
     which defines fair value, establishes a framework for measuring fair value
     in generally accepted accounting principles and expands disclosure about
     fair value measurements. The statement clarifies that the exchange price is

                                      F-13
<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     NEW ACCOUNTING PRONOUNCEMENTS (Continued)

     the price in an orderly transaction between market participants to sell the
     asset or transfer the liability in the market in which the reporting entity
     would transact for the asset or liability, that is, the principal or most
     advantageous market for the asset or liability. It also emphasizes that
     fair value is a market-based measurement, not an entity-specific
     measurement, and that market participant assumptions include assumptions
     about risk and effect of a restriction on the sale or use of an asset. The
     provisions are effective for fiscal years beginning after November 15,
     2007. The Company is currently assessing the impact of the statement.

2.   EQUIPMENT

     Equipment at cost consists of computer equipment and software. Depreciation
     expense for the years ended December 31, 2007 and 2006 was $6,711 and
     $1,832.

3.   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:

                                               2007               2006
                                               ----               ----
     Deferred tax assets Tax NOL           $2,064,452         $1,673,624
     Valuation Allowance                   (2,064,452)        (1,673,624)

     The Company has available at December 31, 2007, unused federal and state
     net operating loss carry forwards totaling $5,164,130 that may be applied
     against future taxable income that expire in the years 2007 through 2021.
     The tax benefit of these net operating loss carryforwards, based on an
     effective tax rate of 40% is approximately $ 2,064,452. 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.

4.   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.

5.   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, 2008. 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 February 28,
     2009. Minimum payments under the agreement are set forth in the following
     table:

                                      F-14
<PAGE>

5.   COMMITMENTS AND CONTINGENCIES (Continued)

                                                  Minimum lease
               Year ended December 31,          payment required:
               -----------------------          -----------------
                       2008                            50,433
                       2009                            52,027
                                                    ---------
                      Total                         $ 102,460

6.   OPERATING SEGMENTS

     The Company has two reportable segments: (1) entertainment properties which
     includes audio and video products and (2) branded services which includes
     the branded websites and branded loyalty rewards programs, all their
     products are sold in the United States. These operating segments were
     determined based on the nature of the products and services offered. The
     segments share a common workforce and office headquarters, which include an
     allocation of all overhead components. Overhead items that are specifically
     identifiable to a particular segment are applied to such a segment. The
     following table reflect the operations of the Company's reportable
     segments:
<TABLE>
<CAPTION>
        TWELVE MONTHS ENDED               BRANDED      ENTERTAINMENT    CORPORATE    CONSOLIDATED
         DECEMBER 31, 2007                SERVICES      PROPERTIES      AND ELIM.       TOTAL
-----------------------------------      ----------    -------------    ---------    ------------
<S>                                      <C>           <C>              <C>          <C>
Net Sales (2) .....................      $1,154,785    $     23,400            -     $ 1,178,185
Depreciation & Amortization (3) ...           5,056           1,655            -           6,711
Asset Impairment (4) ..............               -         101,357            -         101,357
Segment (Loss) Income before taxes         (879,786)        (97,285)           -        (977,071)
Segment assets (1) ................         277,734           6,135            -         283,869
Expenditures for segment assets (3)          16,571               -            -          16,571

<CAPTION>
        TWELVE MONTHS ENDED               BRANDED      ENTERTAINMENT    CORPORATE    CONSOLIDATED
         DECEMBER 31, 2006                SERVICES      PROPERTIES      AND ELIM.       TOTAL
-----------------------------------      ----------    -------------    ---------    ------------
<S>                                      <C>           <C>              <C>          <C>
Net Sales (2) .....................      $  377,431    $     56,289            -     $   433,720
Depreciation & Amortization (3) ...           2,232          18,750            -          20,982
Asset Impairment (4) ..............               -         458,124            -         458,124
Segment (Loss) Income before taxes         (336,552)       (646,712)    (136,953)     (1,120,217)
Segment assets (1) ................          63,768         132,990      145,895         342,653
Expenditures for segment assets (3)               -               -            -               -
</TABLE>

(1)  Total Business assets are owned or allocated assets used by each business.
     Corporate assets consist of cash and cash equivalents, marketable
     securities and certain other assets.

(2)  Branded Services two year comparative segment revenue follows;

     (a)  Gift Cards generated $934,642 in revenue for the fiscal year ending
          December 31, 2007, as compared to $275,710 for the fiscal year ended
          December 31, 2006.

                                      F-15
<PAGE>

6. OPERATING SEGMENTS (Continued)

     (b)  BSP Reward program generated $119,675 in revenue for the fiscal year
          ended December 31, 2007, as compared to $35,299 for the fiscal year
          ended December 31, 2006.

     (c)  Design and Hosting generated $97,682 in revenue for the fiscal year
          ended December 31, 2007, as compared to $67,573 for the fiscal year
          ended December 31, 2006.

     (d)  Other items generated $26,186 in revenue for the fiscal year ended
          December 31, 2007, as compared to $55,138 for the fiscal year ended
          December 31, 2006.

(3)  Corporate property additions, depreciation and amortization expense include
     items attributable to the unallocated fixed assets of support divisions and
     common facilities.

(4)  Asset impairment attributable to our strategic review of assets, comparing
     undiscounted cash flows against carrying values.
     Operating segments are defined as components of an enterprise about which
     separate financial information is available that is evaluated regularly by
     the chief operating decision-maker in deciding how to allocate resources
     and in assessing performance. The Company's chief executive officer and
     chief financial officer have been identified as the chief decision makers.
     The Company's chief operation decision makers direct the allocation of
     resources to operating segments based on the profitability and cash flows
     of each respective segment.

     The Company evaluates performance based on several factors, of which the
     primary financial measure is business segment income before taxes.

7.   WARRANTS AND STOCK OPTIONS

     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.

     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 December 6, 2006 the Company granted a total of 75,000 non-qualified
     stock options to a director, in accordance with the Incentive and
     Non-Statutory Stock Option Plan. The options vest from 2006 to 2008 and are
     exercisable at $0.18 per share.

                                      F-16
<PAGE>

7.   WARRANTS AND STOCK OPTIONS (Continued)

     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 vesting
     was $21,063 and $38,154 for the years ended December 31, 2007 and 2006.

     Stock option and warrant transactions are summarized as follows:

                                            Stock Options          Warrants
                                            2007      2006      2007      2006
                                          -------   -------   -------   -------
     Outstanding - beginning of year ..   265,000   165,000   495,000   495,000
     Granted ..........................    75,000   100,000   542,000         -
     Exercised ........................    40,000         -         -         -
     Cancelled ........................    75,000         -   250,000         -
                                          -------   -------   -------   -------
     Outstanding - end of year ........   225,000   265,000   787,000   495,000
                                          =======   =======   =======   =======

     The following table provides certain information with respect to the above
     referenced stock options outstanding at December 31, 2007:

                                                    Weighted        Weighted
                                      Number         Average         Average
                    Exercise Price  Outstanding  Exercise Price    Life Years
                    --------------  -----------  --------------  --------------
     Stock options  $0.18 - $0.45     225,000         $0.26           2.9
     Warrants       $0.10 - $1.00     787,000         $0.35           3.7

     The following table provides certain information with respect to stock
     options exercisable at December 31, 2007:

                                                    Weighted
                                       Number        Average
                    Exercise Price  Outstanding  Exercise Price
                    --------------  -----------  --------------
     Stock options  $0.18 - $0.45     231,666         $0.27
     Warrants       $0.55 - $1.00     787,000         $0.35

     The weighted average fair value at date of grant for options granted during
     2007 was $0.20, and was estimated using the Black-Scholes option valuation
     model with the following assumptions:

          Expected life in years       5
          Interest rate              3.64%
          Volatility                145.63%
          Dividend yield               0%

                                      F-17
<PAGE>

8.   SUBSEQUENT EVENTS

     On February 22, 2008 the Company issued 500,000 shares of restricted common
     stock for services rendered as follows:

     Martin A Berns -     CEO                    150,000 shares
     Robert F Hussey -    Director                50,000 shares
     Brent Gephart   -    Director                50,000 shares
     Bruce L Hollander -  Director                50,000 shares
     Thomas C Hill -      Director                50,000 shares
     Eugene H Berns -     Director                50,000 shares
     Alfred Fernandez -   CFO                     50,000 shares
     James C Yagielo -    IT Director             50,000 shares
                                                 -------
     Total shares                                500,000
                                                 =======

                                      F-18