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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

[X]  Quarterly report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended June 30, 2006
                                            -------------

[ ]  Transition report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the transition period from _________ to _________.


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

                        MEDIANET GROUP TECHNOLOGIES, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)


                NEVADA                                    13-4067623
                ------                                    ----------
     (State or other jurisdiction                        (IRS Employer
   of incorporation or organization)                   Identification No.)


                5100 W. COPANS ROAD, SUITE 710, MARGATE, FL 33063
                -------------------------------------------------
                    (Address of principal Executive offices)


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


                                 Not Applicable
                                 --------------
                  (Former address if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

At August 14, 2006, the following shares were outstanding: 10,486,021

Transitional Small Business Disclosure Format (Check one):  Yes [ ]  No [X]


<PAGE>

                                EXPLANATORY NOTE

We are filing this Amendment Number 1 to our Quarterly Report on Form 10-QSB for
the six months ended June 30, 2006, to restate the balance sheet for the quarter
then ended due to the restatement of our financial statements for the year ended
December 31, 2005 as filed in Form 10-KSB/A on October 24, 2006, and to clarify
certain disclosures regarding our Segment Reporting. See Item 9, Financial
Statements for further information.

This Amendment Number 1 to Form 10-QSB for the quarter ended June 30, 2006 does
not otherwise change or update the disclosures set forth in the form 10-QSB as
originally filed and does not otherwise reflect events occurring after the
filing of the form 10-QSB. For a description of our business and the risk
related to our business, see our Annual Report on Form 10-KSB/A for the year
ended December 31, 2005.


<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                   FORM 10-QSB

                           Quarter Ended June 30, 2006
                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements...............................................3

            Condensed Consolidated Balance Sheet
            June 30, 2006 (Unaudited)..........................................3

            Condensed Consolidated Statements of Operations (Unaudited)
            For the Three and Six Months Ended June 30, 2006 and 2005..........4

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            For the Six Months Ended June 30, 2006 and 2005....... ............5

            Notes to the Condensed Consolidated Financial Statements...........6

   Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations.....................13

   Item 3 - Controls and Procedures...........................................16


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings.................................................17

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.......17

   Item 3 - Defaults upon Senior Securities...................................17

   Item 4 - Submission of Matters to a Vote of Security Holders ..............17

   Item 5 - Other Information ................................................17

   Item 6 - Exhibits and Reports on Form 8-K..................................17

Signatures....................................................................18

                                        2
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
                                                                      June 30,
                                                                        2006
                                                                      Restated
                                                                    -----------
Current assets
  Cash and cash equivalents ...................................     $   130,915
  Accounts receivable .........................................          51,245
  Inventory ...................................................          33,191
  Prepaid expense .............................................           8,520
                                                                    -----------
Total current assets ..........................................         223,871

Property, plant & equipment
  Computer equipment ..........................................          22,758
  Accumulated depreciation ....................................         (18,637)
                                                                    -----------
Net property, plant and equipment .............................           4,121

Other assets
  Trademark ...................................................           2,600
  Film library ................................................         377,279
  Record master ...............................................         191,284
                                                                    -----------
Total other assets ............................................         571,163
                                                                    -----------

Total assets ..................................................     $   799,155
                                                                    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities ....................     $   139,583
  Deferrred revenue ...........................................          21,370
  Due to stockholders .........................................          38,933
                                                                    -----------
Total current liabilities .....................................         199,886

Stockholders' equity
  Common stock: par value $.001;
    50,000,000 shares authorized;
    10,486,021 shares issued and outstanding ..................          10,486
  Additional paid in capital ..................................       3,935,779
  Accumulated deficit .........................................      (3,346,996)
                                                                    -----------
Total stockholders' equity ....................................         599,269
                                                                    -----------

Total liabilities and stockholders' equity ....................     $   799,155
                                                                    ===========

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

                                       3
<PAGE>
<TABLE>
                                   MEDIANET GROUP TECHNOLOGIES, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)

<CAPTION>
                                                   For theThree months          For the Six months
                                                     ended June 30,               ended June 30,
                                               --------------------------   -------------------------
                                                  2006           2005          2006          2005
                                               ------------   -----------   -----------   -----------
<S>                                            <C>            <C>           <C>           <C>
Revenues
  Sales revenues ............................  $     63,450   $    13,177   $   145,106   $    51,582
  Cost of sales .............................        79,239        49,413       147,835        75,393
                                               ------------   -----------   -----------   -----------
    Gross profit ............................       (15,789)      (36,236)       (2,729)      (23,811)

Operating expenses
  Consulting fees ...........................         7,288        70,104        39,377       205,240
  Other selling and administrative expenses .       125,670        70,718       241,048       104,185
                                               ------------   -----------   -----------   -----------
    Total operating expenses ................       132,958       140,822       280,425       309,425
                                               ------------   -----------   -----------   -----------

Loss from operations ........................      (148,747)     (177,058)     (283,154)     (333,236)

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

Net loss ....................................  $   (148,747)  $  (177,058)  $  (283,154)  $  (333,236)
                                               ============   ===========   ===========   ===========

Basic and diluted net loss per share ........  $      (0.01)  $     (0.02)  $     (0.03)  $     (0.04)
                                               ============   ===========   ===========   ===========

Weighted average number of shares outstanding    10,012,120     8,043,958     9,753,243     7,926,469
                                               ============   ===========   ===========   ===========


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

                                                   4
</TABLE>
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                           For the Six Months
                                                             ended June 30,
                                                          ---------------------
                                                            2006         2005
                                                          ---------   ---------
Cash flows from operating activities:
  Net loss .............................................  $(283,154)  $(333,236)
  Adjustments to reconcile net loss to
    net cash used in operations:
    Depreciation and amortization ......................     10,785      29,135
    Allowance for bad debt .............................          -           -
    Stock and warrants issued for services .............     24,800     117,960
    Stock options issued for services ..................     14,577      25,285
    Impairment loss on film library ....................          -           -
    Changes in operating liabilities and assets:
      Accounts receivable ..............................     47,032         851
      Inventory ........................................       (333)          -
      Prepaid expense ..................................     (6,251)     (3,259)
      Accounts payable and accrued liabilities .........    (83,260)    (16,630)
      Deferred revenue .................................     (4,804)          -
                                                          ---------   ---------
  Net cash used in operations ..........................   (280,608)   (179,894)

Cash flows from investing activities:
  Purchase of fixed assets .............................          -           -
  Investment in sound library ..........................          -     (53,329)
                                                          ---------   ---------
      Net cash used in investing activities ............          -     (53,329)

Cash flows from financing activities:
  Stock issued for cash ................................    375,000     397,982
  Net proceeds from due to stockholders ................     25,933      42,768
                                                          ---------   ---------
      Net cash provided by financing activities ........    400,933     440,750
                                                          ---------   ---------

  Increase (decrease) in cash and cash equivalents .....    120,325     207,527

  Cash and cash equivalents, beginning of period .......     10,590      15,162
                                                          ---------   ---------
  Cash and cash equivalents, end of period .............  $ 130,915   $ 222,689
                                                          =========   =========

Supplemental disclosures of cash flow information:
  Cash paid for interest ...............................  $       -   $       -
                                                          =========   =========
  Cash paid for income taxes ...........................  $       -   $       -
                                                          =========   =========
Non-cash financing transactions
  Stock issued for payment of expenses by shareholder ..  $       -   $  52,027
                                                          =========   =========

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

                                       5
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation SB. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated operating results for the six months ended June
30, 2006 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2006. For further information, refer to the
financial statements and footnotes thereto included in the Form 10-KSB for the
year ended December 31, 2005.

Certain amounts from previous year have been reclassified to comply with current
year presentation. Such classifications include Amortization expenses
reclassified as Cost of Goods Sold.

NATURE OF BUSINESS

MediaNet Group Technologies, Inc., ("we," "us," "our," the "Company"), was
incorporated on June 4, 1999 in the State of Nevada.

Brand-A-Port, Inc. (formerly "ShutterPort"), a Florida corporation, was founded
February 4, 2000. The Company was formed to become an online provider of
branded, business to business and business to consumer web portals to a variety
of businesses. The Company 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 has developed a loyalty rewards program ("BSP Rewards") and began to
sign member providers and merchants during its initial launch in 2004. The
Company private brands the program and charges merchants participating in BSP
Rewards program, a fee or a percentage of the value of sales it transacts
through the BSP system.

CAPITAL RESOURCES AND BUSINESS RISKS

The Company's future operations are subject to all of the risks inherent in the
establishment of a business enterprise. At June 30, 2006, current assets
exceeded current liabilities by $23,985.

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 June 30,
2006 and 2005, the Company had an accumulated deficit of $3,376,996 and
$2,324,335. The Company also realized net losses of $283,154 and $333,236 for
the six months ended June 30, 2006 and 2005, respectively.

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

                                       6
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CONTROL BY PRINCIPAL STOCKHOLDERS

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

STOCK TRANSACTIONS - OUTSTANDING WARRANTS

As of June 30, 2006, the Company had outstanding warrants to purchase up to
495,000 shares of common stock. These securities give the holder the right to
purchase shares of the Company's common stock in accordance with the terms of
the instrument.

                                                               Warrants
                                                               --------
         Balance, December 31, 2005 ....................        495,000
         Issued ........................................              -
         Exercised .....................................              -
                                                               --------
         Balance June 30, 2006 .........................        495,000
                                                               ========

On June 12, 2006, the Company consummated the private sale of 625,000 restricted
common shares to two (2) accredited investors, at a price of $0.40 per share

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 film library, accrued liabilities and the useful lives for
amortization and depreciation.

                                       7
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SEGMENT REPORTING

Statement of Financial Accounting Standards No 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information", requires use of the
"management approach" model for segment reporting. Under this model, segment
reporting is consistent with the way Company's management organizes segments
within the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal
structure, management structure, or any other manner in which management
disaggregates a company.

LONG-LIVED ASSETS

The carrying values of long-lived assets are periodically reviewed by management
and impairments would be recognized if the expected future non-discounted cash
flows derived from an asset were less than carrying value. An impairment of
$482,165 was recorded in December, 2005.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, prepaid expenses, accounts payable, notes
payable and accrued expenses, the carrying values of which approximate fair
value at June 30, 2006.

2. LOSS PER SHARE

Basic loss per common share ("LPS") is calculated by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share are calculated by adjusting the weighted average outstanding
shares, assuming conversion of all potentially dilutive stock options.

3. INCOME TAXES

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

As of June 30, 2006, the Company has allowable federal net operating loss carry
forwards to offset future taxable income. The federal net operating loss carry
forwards of approximately $1,969,000 will expire during the years 2020 through
2025.

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

                                       8
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4. CAPITAL STOCK

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

5. 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 their property is
subject.

6. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2006 through June 30, 2006, the Company has
signed Marketing Partner and /or Member Provider Agreements ("Agreements") with
various individuals or companies. These agreements allow companies to become
Marketing Partners and/or Member Providers of licenses of the MediaNet portals,
BSP Rewards and other products and services offered by the Company.

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

7. 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 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 $21,370 at June 30, 2006.

Revenues generated from the sale of CD/DVD's of our Record Master are recognized
net of a reserve for returns when the product is shipped to the customer in
accordance with terms of the customer's order, the price has been agreed upon,
and collection is reasonably assured. At June 30, 2006 a reserve for returns
totaled $16,493 and is included in accrued liabilities.

Revenues recognized during the period ended June 30, 2006 and 2005 related to
licensing agreements of the Company's film library totaled $4,190 and $12,721.
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.

                                       9
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8. RECENT DEVELOPMENTS

On June 12, 2006, the Company consummated the private sale of 625,000 shares of
restricted common stock to two (2) accredited investors, at a price of $0.40 per
share. The total offering price was $250,000. 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.

9. SEGMENT REPORTING

The Company has three principal operating segments, which are the design,
development and marketing of (1) branded websites, (2) branded loyalty reward
programs and (3) audio and video products which are sold in the United States.
These operating segments were determined based on the nature of the products and
services offered. 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 operating decision makers direct the allocation of resources
to operating segments based on the profitability and cash flows of each
respected segment.

The Company has determined that there are two reportable segments: (1)
entertainment properties, and (2) branded services. The branded websites and
branded loyalty rewards programs were aggregated into one reportable segment
called Branded Services. The segments share a common workforce andoffice
headquarters, which include an allocation of all overhead components. Overhead
items that are specifically identifiable to a particular segment are applied to
such segment.

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 show the
operations of the Company's reportable segments;

Six months ended             Branded    Entertainment   Corporate   Consolidated
June 30, 2006                Services     Properties    and Elim       Total
                            ---------   -------------   ---------   ------------

Net Sales ..............    $  81,620     $  63,486     $       -    $ 145,106

Depreciation and
 Amortization (2) ......    $   1,116     $   9,668     $       -    $  10,784

Segment (Loss) Income
 before taxes ..........    $(151,323)    $ (74,404)    $ (57,427)   $(283,154)

Segment Assets (1) .....    $  46,794     $ 633,150     $ 119,211    $ 799,155

Expenditures for segment
 assets (2) ............    $       -     $       -     $       -    $       -

                                       10
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

9. SEGMENT REPORTING (Continued)

Six months ended             Branded    Entertainment   Corporate   Consolidated
June 30, 2005                Services     Properties    and Elim       Total
                            ---------   -------------   ---------   ------------

Net Sales ..............    $  38,861     $  12,721     $       -    $   51,582

Depreciation and
 Amortization (2) ......    $  24,179     $   4,956     $       -    $   29,135

Segment (Loss) Income
 before taxes ..........    $(211,742)    $    (531)    $(120,963)   $ (333,236)

Segment Assets (1) .....    $  50,854     $ 925,632     $ 185,823    $1,162,300

Expenditures for segment
 assets (2) ............    $       -     $  53,329     $       -    $   53,329



Three months ended           Branded    Entertainment   Corporate   Consolidated
June 30, 2006                Services     Properties    and Elim       Total
                            ---------   -------------   ---------   ------------

Net Sales ..............    $  47,230     $  16,220     $       -    $  63,450

Depreciation and
 Amortization (2) ......    $     558     $   4,558     $       -    $   5,116

Segment (Loss) Income
 before taxes ..........    $ (85,974)    $ (47,973)    $ (14,800)   $(148,747)

Segment Assets (1) .....    $   9,198       (19,044)    $ 118,138      108,292

Expenditure for Segment
 assets (2) ............    $       -     $       -     $       -    $       -

                                       11
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

9. SEGMENT REPORTING (Continued)

Three months ended           Branded    Entertainment   Corporate   Consolidated
June 30, 2005                Services     Properties    and Elim       Total
                            ---------   -------------   ---------   ------------

Net Sales ..............    $  11,811     $   1,366     $       -    $  13,177

Depreciation and
 Amortization (2) ......    $  12,236     $     815     $       -    $  13,051

Segment (Loss) Income
 before taxes ..........    $(114,774)    $    (506)    $ (61,778)   $(177,058)

Segment assets (1) .....    $  15,226     $   4,293     $ 187,874    $ 207,393

Expenditure for segment
 assets (2) ............    $       -     $  18,949     $       -    $  18,949

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

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

10. MAJOR CUSTOMERS

During the period ending June 30, 2006, the Entertainment Properties segment had
two major customers, sales to which represent approximately 50% of all revenues.
During the period ending June 30, 2005, there were no major customers in each of
the segments.

11. SUBSEQUENT EVENTS

NONE

12. RESTATEMENT

The Company restated its financial statements for the year ended December 31,
2005 on Form 10-KSB/A to correct its accounting for an acquisition of a
non-controlling interest in a subsidiary. The restatement resulted in an
increase in total assets and equity in the amount of $30,000, which restatement
had no effect on the results of operations or loss per share.

                                       12
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

OVERVIEW

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

On March 31, 2003 we completed the acquisition of all of the issued and
outstanding shares of Brand-A-Port, Inc., in a share exchange transaction. The
former stockholders of Brand-A-Port, Inc., 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, Inc., became our wholly-owned subsidiary, the transaction was
accounted for as a recapitalization of Brand-A-Port, Inc., whereby Brand-A-Port,
Inc., 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 Brand-A-Port, Inc., BSP
Rewards, Inc. and Memory Lane Syndication, Inc., our wholly-owned subsidiaries.

Our target markets for sales of our BSP Rewards program and the Brand-A-Port
product include small, medium and large sized companies and organizations that
will be able to utilize our product line. Our target market for reselling our
products and services is to companies that already have an existing sales force
or ability to act as a mass reseller for us. This potential market also includes
Membership Clubs, non-profit organizations, alumni associations, retailers and
corporations and their marketing alliance partners and home based business
sellers and network marketing companies. Major membership clubs, organizations
and companies have the capability of ordering branded portals in larger numbers
and the capability of quickly expanding the BSP membership base to a much
greater participating group, both of which would greatly enhance our potential
revenue stream. They also have the ability to market programs directly to their
customers and members.

We market our products and services primarily through third party resellers who
are paid on a commission basis. We have signed 25 marketing partner agreements
which are non-exclusive and we anticipate that we will sign agreements with
additional resellers in the future. These Agreements generally have a term of
one year with automatic one-year renewals.

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<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued)

RESULTS OF OPERATIONS

For the six months ended June 30, 2006 compared to the six months ended June 30,
2005.

During the six months ended June 30, 2006, we had revenues from operations of
$145,106 and a net loss of $283,154. For the six months ended June 30, 2005, we
had revenues from operations of $51,582 and a net loss of $333,236.

Net sales for the six months ended June 30, 2006 of $145,106 compared to sales
of $51,582 for the six months ending June 30, 2005, increased $93,524. Branded
Services had sales of $81,620 for the six months ended June 30, 2006 compared to
sales of $38,861 for the six months ended June 30, 2005, an increase of $42,759.
Branded Services sales increased due to increased sales of existing customer
base and sales to new customers resulting from increased marketing efforts.
Entertainment Properties sales of $63,486 for the six months ended June 30, 2006
compared to sales of $12,721 for the six months ended June 30, 2005, increased
$50,765. The increase is attributable to the sale of the Mr. Rogers CD/DVD which
commenced in the fourth quarter of 2005.

Operating expenses for the six months ended June 30, 2006 were $280,425 as
compared to $309,425 for the six months ended June 30, 2005, a decrease of
$29,000. Consulting fees decreased $165,863; Payroll expense and related fringe
benefits, due to the hiring of key management and staff (previously retained as
consultants) increased $71,171; Insurance expense increased $3,598; Corporate
costs increased $3,874; Marketing expense increased $54,131 and Commission
expense increased $3,995.

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 portion which is
provided in services. As of June 30, 2006, deferred revenue amounted to $21,370
compared to $0 at June 30, 2005.

RESULTS OF OPERATIONS

For the three months ended June 30, 2006 compared to the three months ended June
30, 2005.

During the three months ended June 30, 2006, we had revenues from operations of
$63,450 and a net loss of $148,747. For the three months ended June 30, 2005 we
had revenues from operations of $13,177 and a net loss of $177,058.

Net sales for the three months ended June 30, 2006 of $63,450 compared to sales
of $13,177 for the three months ended June 30, 2005 increased $50,273. Branded
Services had sales of $47,230 for the three months ended June 30, 2006 compared
to sales of $11,811 for the three months ended June 30, 2005, an increase of
$35,419. Branded Services sales increase was due to sales to the existing
customer base and sales to new customers as the BSP program continues to gain
market recognition. Entertainment Properties had sales of $16,220 for the three
months ended June 30, 2006 compared to sales of $1,366 for the three months
ended June 30, 2005 an increase of $14,854. The increase is attributable to
sales of the Mr. Rogers CD/DVD which commenced in the fourth quarter of 2005.

Operating expenses for the three months ended June30, 2006 were $132,958 as
compared to $140,822, a decrease of $7,864. Consulting fees decreased $62,816;
Travel expenses decreased $16,453 and Telephone expenses decreased $1,011. These
decreases were offset by increases in Payroll expense and related fringe
benefits, due to the hiring of key management and staff (previously retained as
consultants) increased $40,668; Insurance expense increased $1,475; Corporate
costs increased $1,659; Marketing expense increased $26,373 and Commission
expense increased $2,526.

                                       14
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued)

LIQUIDITY  AND CAPITAL RESOURCES

As of June 30, 2006, we had cash on hand of approximately $130,915. During the
six months ended June 30, 2006, net cash used in operations was $280,608, and
during the six months ended June 30, 2005, net cash used in operations was
$179,894. However, our operations are not yet profitable, and we continue to
require additional funding in order to continue business expansion.

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. However, until
operating revenues increase significantly, we may need to seek additional
funding for the purpose of accelerating the expansion of our operations.

PLAN OF OPERATIONS

Our plan of operations is primarily to develop our BSP Rewards business.
Although management believes we have established a base through which we can
continue to grow even without obtaining additional outside working capital,
receipt of such capital would allow us to enhance our existing applications and
commence a speedier and more complete marketing program.

The Company has completed the initial development and beta testing of its BSP
program and has signed Marketing Partner Agreements with various individuals or
companies to sell for the Company on a straight commission basis. The Company
has also signed Agreements with organizations who enroll their members into the
program. Additionally the Company has signed 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 completed market testing of the Mr. Rogers CD/DVD in the fourth
quarter, 2005. We are now offering it for sale on a direct basis and through
various wholesale and retail distributors and both on-line and brick and mortar
stores. There is no assurance that we will realize any significant sales or
revenues in the future.

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

RISK FACTORS

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

                                       15
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

ITEM 3.  CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures: As of June 30, 2006, our
   management carried out an evaluation, under the supervision of our Chief
   Executive Officer and Chief Financial Officer of the effectiveness of the
   design and operation of our system of disclosure controls and procedures (as
   defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
   1934, as amended). Based on that evaluation, our Chief Executive Officer and
   Chief Financial Officer concluded that our disclosure controls and procedures
   are effective to provide reasonable assurance that information we are
   required to disclose in reports that we file or submit under the Exchange Act
   is recorded, processed, summarized and reported within the time periods
   specified in Securities and Exchange Commission rules and forms, and that
   such information is accumulated and communicated to our management, including
   our Chief Executive Officer and Chief Financial Officer, as appropriate, to
   allow timely decisions regarding required disclosures.

b) Changes in internal controls: There were no changes in internal controls over
   financial reporting that occurred during the period covered by this report
   that have materially affected, or are reasonably likely to materially effect,
   our internal control over financial reporting.

                                       16
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         NONE

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On June 12, 2006, the Company consummated the private sale of 625,000
shares to two (2) accredited investors, at a price of $0.40 per share. The total
offering price was $250,000. 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.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         NONE

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

         NONE

ITEM 5.  OTHER INFORMATION

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

     (a) Exhibits

         31.1  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002

         31.2  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002

         32.1  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

         32.2  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

     (b) Reports on Form 8-K

         o  On June 12, 2006, the Company filed a Form 8-K dated June 12, 2006
            reporting under ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES,
            the registrant consummated the private sale of 625,000 shares to two
            (2) accredited investor, at an exercise price of $0.40 per share.

         o  On June 14, 2006, the Company filed a Form 8-K dated June 14, 2006
            reporting under ITEM 5.02 DEPARTURE OF PRINCIPAL OFFICERS, stating
            Mr. Eugene H. Berns resigned his position as Chairman of the Board
            of Directors. Mr. Eugene H. Berns will however remain as a director.

         o  On June 14, 2006, the Company filed a Form 8-K dated June 14, 2006
            reporting under ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS, stating
            Mr. Martin A. Berns was elected Chairman of the Board of Directors.

                                       17
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto dully
authorized.


                                       MEDIANET GROUP TECHNOLOGIES, INC.

Date: October 24, 2006              By: /s/ Martin Berns
                                        ----------------
                                        Martin Berns
                                        President and Chief Executive Officer


Date: October 24, 2006              By: /s/ James Dyas
                                        --------------
                                        James Dyas
                                        Chief Financial Officer

                                       18