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

                                   FORM 10-QSB


[X]  Quarterly report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended MARCH 31, 2003
                                            --------------

[ ]  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
                                                -------

                           CLAMSHELL ENTERPRISES, INC.
                           ---------------------------
                     (Name of small business in its charter)

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

              1515 NORTH FEDERAL HIGHWAY, BOCA RATON, FLORIDA 33432
              -----------------------------------------------------
                     (Address of Principal Executive Office)

                                  561-392-4550
                                  ------------
                            Issuer's telephone number

           5150 TAMIAMI TRAIL NORTH, SUITE 202; NAPLES, FLORIDA 34103
           ----------------------------------------------------------
                  (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 ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS.

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

At March 31, 2003, the following shares were outstanding: 6,536,562

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

                                        1
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
                          (A Development Stage Company)

                                   FORM 10-QSB
                          Quarter Ended March 31, 2003

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

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

              Condensed Consolidated Balance Sheet
              March 31, 2003 (Unaudited).......................................4

              Condensed Consolidated Statements of Operations (Unaudited)
              For the Three Months Ended March 31, 2003 and 2002...............5

              Condensed Consolidated Statements of Cash Flows (Unaudited)
              For the Three Months Ended March 31, 2003 and 2002...............6

              Notes to Consolidated Financial Statements....................7-17


     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations................18-19


     Item 3 - Controls and Procedures.........................................19


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings...............................................20


     Item 2 - Changes in Securities and use of Proceeds.......................20


     Item 3 - Default upon Senior Securities..................................20


     Item 4 - Submission of Matters to a Vote of Security Holders.............20


     Item 6 - Exhibits and Reports on Form 8-K................................20


     Signatures...............................................................21


     Certifications........................................................22-23


                                        2
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

(a) The unaudited financial statements of registrant for the three months ended
March 31, 2003, follow. The financial statements reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the results
for the interim period presented.


                           CLAMSHELL ENTERPRISES, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS


                          Quarter Ended March 31, 2003


                                    I N D E X



CONDENSED CONSOLIDATED BALANCE SHEET ..........................................4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ...............................5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ...............................6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........................7-17





                                        3
<PAGE>
                          CLAMSHELL ENTERPRISES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

                                     ASSETS

Current assets
     Cash and cash equivalents .................................    $       447
     Prepaid expenses and other assets .........................         32,975
                                                                    -----------
           Total current assets ................................         33,422
                                                                    -----------

Property and equipment - net ...................................          7,963
                                                                    -----------
Other assets
     Website and software development costs - net ..............        112,274
     Trademark .................................................          4,000
     Licenses and agreements ...................................        875,000
                                                                    -----------
           Total other assets ..................................        991,274
                                                                    -----------
           Total assets ........................................    $ 1,032,659
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable and accrued liabilities ..................    $    47,760
     Due to shareholder ........................................         54,600
                                                                    -----------
           Total current liabilities ...........................        102,360
                                                                    -----------
Other liabilities
     Note payable ..............................................        675,000
     Due to shareholders .......................................        145,634
                                                                    -----------
           Total other liabilities .............................        820,634
                                                                    -----------
           Total liabilities ...................................        922,994
                                                                    -----------
Commitments and contingencies

Stockholders' equity
     Common stock - $.001 par value,
       50,000,000 shares authorized;
       6,536,562 shares issued and outstanding .................          6,537
     Additional paid-in-capital ................................        977,497
     Stock subscription receivable .............................         (8,400)
     Deficit ...................................................       (865,969)
                                                                    -----------
           Total stockholders' equity ..........................        109,665
                                                                    -----------
           Total liabilities and stockholders' equity ..........    $ 1,032,659
                                                                    ===========

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

                                        4
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                         Three Months Ended
                                                             March 31,
                                                     --------------------------
                                                       2003              2002
                                                     --------          --------

Revenues ...................................         $ 13,159          $  9,835

Cost of sales ..............................           21,184            10,746
                                                     --------          --------

Gross loss .................................           (8,025)             (911)

Operating expenses .........................           37,607            18,221
                                                     --------          --------

     Loss from operations ..................          (45,632)          (19,132)

Interest expense ...........................           10,456                 -
                                                     --------          --------

Net loss ...................................         $(56,088)         $(19,132)
                                                     ========          ========

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

                                        5
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                            Three Months Ended
                                                                 March 31,
                                                           --------------------
                                                             2003        2002
                                                           --------     -------

Cash flows from operating activities
     Net cash used in operations ......................    $(34,672)    $(6,996)
                                                           --------     -------

Cash flows from financing activities
     Bank overdraft ...................................           -      (2,035)
     Proceeds from issuance of common stock ...........      50,350       6,000
     Due to shareholder - net .........................     (15,598)      3,179
                                                           --------     -------

     Net cash provided by financing activities ........      34,752       7,144
                                                           --------     -------

Net increase in cash and cash equivalents .............          80         148

Cash and cash equivalents - beginning of period .......         367           -
                                                           --------     -------

Cash and cash equivalents - end of period .............    $    447     $   148
                                                           ========     =======



Supplemental cash flow information:
     Cash paid during the year for:
           Interest ...................................    $      -     $     -
                                                           ========     =======

           Income taxes ...............................    $      -     $     -
                                                           ========     =======

Noncash activities:
See footnote 6 regarding the purchase of the License
   and Agreement and note payable

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

                                       6
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO 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 three months ended March 31, 2003
       are not necessarily indicative of the results that may be expected for
       the year ending December 31, 2003. For further information, refer to the
       financial statements and footnotes thereto included in the Form 10-KSB
       for the year ended December 31, 2002.

       MERGER

       On March 31, 2003, ("Merger Date") Clamshell Enterprises, Inc.
       ("Clamshell") entered into a merger agreement with ShutterPort, Inc.
       ("ShutterPort") with ShutterPort becoming a wholly-owned subsidiary of
       Clamshell. Since the former stockholders of ShutterPort owned a majority
       of the issued and outstanding shares of common stock of Clamshell after
       the merger and private placement of Clamshell stock, this transaction was
       accounted for as a recapitalization of ShutterPort, whereby ShutterPort,
       is deemed to be the accounting acquirer and has adopted the capital
       structure of Clamshell.

       The assets and liabilities of Clamshell were deemed to have been acquired
       by ShutterPort from Clamshell, at the Merger Date. Clamshell did not have
       any assets at the Merger Date and its liabilities were not significant.
       All financial information included in this report on Form10-QSB prior to
       the Merger Date is those of ShutterPort, as if ShutterPort had been the
       registrant. The financial information since the Merger Date is those of
       Clamshell and ShutterPort consolidated.


       Due to the recapitalization of ShutterPort, all reference to shares of
       ShutterPort common stock has been restated to reflect the equivalent
       number of Clamshell shares outstanding at the Merger Date. In other
       words, the 5,926,660 ShutterPort shares outstanding at March 31, 2003 are
       restated as 6,536,562 shares outstanding, as shown on the balance sheet

       The merger was effected by ShutterPort paying $35,000, pursuant to a
       stock purchase agreement (dated February 3, 2003) to the Clamshell
       shareholders for 3,331,000 shares of Clamshell or approximately 93% of
       the 3,585,900 total issued and outstanding common stock of Clamshell.
       There were 254,900 remaining Clamshell shares outstanding after the
       purchase of the stock.

                                        7
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       MERGER (Continued)

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

       ShutterPort obtained the funds needed to acquire the Clamshell shares
       through the sale of Clamshell's equity securities in a private placement
       under Regulation D, (400,000 shares at $.25 per share) to existing
       ShutterPort stockholders. As part of this private placement, ShutterPort
       in lieu of making a $15,000 payment to MidContinental Securities Corp. (a
       major stockholder of Clamshell) for the purchase of its Clamshell stock,
       issued 60,000 shares to MidContinental Securities Corp. At March 31,
       2003, 355,000 total shares were purchased or subscribed for as capital
       raised in the private placement. A total of 6,581,562 common stock shares
       will be outstanding after all the remaining 45,000 shares from the
       private placement are sold.

       The company is in the process of changing its name to MediaNet Group
       Technologies, Inc., therefore no new common stock shares have been
       physically issued to the stockholders. The company will issue the shares,
       in accordance with the agreement and private placement, after the
       corporate name change formally occurs, on or about May 22, 2003.

       All references to "Clamshell", "ShutterPort", or the "Company" mean
       Clamshell or ShutterPort separately prior to the merger and Clamshell, as
       successor to the business of ShutterPort, after giving effect to the
       merger.

       DESCRIPTION OF BUSINESS

       ShutterPort, Inc. formerly named Eshutterbug.com, Inc., a Florida
       corporation, was founded February 4, 2000. The Company was formed to
       become an online provider of branded, business to business and business
       to consumer web portals to a variety of businesses. The Company will act
       as an aggregator (to bring in a variety of interests to the portal),
       facilitator (to assist users in communicating with each other) and
       infomediary (to gather and supply information to users). The Company is
       also developing a loyalty rewards program ("BSP rewards") and intends to
       sign member providers and merchants during its initial launch anticipated
       in 2003. The Company will charge merchants participating in BSP awards, a
       percentage of the value of transactions it does.

                                        8
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       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 March 31, 2003,
       current liabilities exceeded current assets by $68,938.

       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 March 31, 2003, the Company had an accumulated deficit of
       $865,969. The Company also realized net loss of $56,088 for the three
       months ended March 31, 2003.

       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.

       CONTROL BY PRINCIPAL STOCKHOLDERS

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

       RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS

       On April 6, 2000, the three founders of ShutterPort issued 3,200,000
       shares at $.01 per share and became the majority shareholders of the
       Company. Subsequent to this issuance, 1,635,000 shares were issued to
       related and other parties, by the founders at $.01 per share.

       In June 2000, ShutterPort entered into a service agreement with
       411now.com, Inc., to develop the web site and the web portal software for
       the Company. The contract total was $110,000, plus 57,500 shares of the
       Company. These shares, as determined by management, were valued at $2.00
       per share and issued on July 3, 2000.

                                        9
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

       In June 2000, ShutterPort entered into a service agreement with PSINet
       Strategic Services, Inc. to provide web hosting and consulting services
       for the Company. The contract was never completed but 146,782 shares were
       issued on October 24, 2001 to PSINet Strategic Services, Inc. in
       consideration of the services that were rendered. These shares, as
       determined by management, were valued at $2.00 per share. Subsequent to
       these shares being issued, PSINet Strategic Services, Inc. filed for
       bankruptcy. Included in accounts payable is $4,850, which is the balance
       due for the services rendered.

       From inception to December 31, 2002, shares have been issued to
       consultants as compensation for consulting services provided to the
       Company. The total shares issued and outstanding for these services, at
       December 31, 2002 were 536,380. The Company recognized the cost
       attributed to these shares in the amount of $.05 per share at the time of
       issuance.

       MidContinental Securities Corp. holds warrants to purchase 500,000 shares
       of common stock at an exercise price of $1.50 per share. The warrants
       expire on December 31, 2005.

       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 ESTIMATE

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

       RESEARCH AND DEVELOPMENT COSTS

       Research and development costs are expensed as incurred. There were no
       research and development costs for the three months ended March 31, 2003
       and 2002.

                                       10
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       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.

       The Company charges a per-client, per-month repetitive web-site
       maintenance service fee. Customer payments received in advance for
       providing maintenance services are recorded as deferred revenue and are
       then recognized proportionately as the maintenance services are
       performed. Deferred revenues were not significant as of March 31, 2003
       and 2002.

       Revenues generated in exchange for advertising services are valued at the
       fair value of the services exchanged, based on the Company' s own
       historical practice of receiving cash, or other consideration that is
       readily convertible to known amounts of cash for similar advertising from
       buyers unrelated in the barter transaction. During the three months ended
       March 31, 2003 and 2002, revenue derived from barter transactions were
       not significant.

       CASH AND CASH EQUIVALENTS

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

                                       11
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       EQUIPMENT

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

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

                                             Estimated
                                            Useful Lives
                                            ------------
                     Computer equipment       5 years

       OTHER ASSETS

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

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

       The Company records impairment losses on capitalized software and other
       long-lived assets used in operations when events and circumstances
       indicate that the assets might be impaired and the undiscounted cash
       flows estimated to be generated by those assets are less than the
       carrying amount of those items. The cash flow estimates are based on
       historical results adjusted to reflect the best estimate of future market
       and operating conditions. The net carrying value of assets not
       recoverable is reduced to fair value. Estimates of future cash flows and
       different assumptions regarding such cash flows could materially affect
       the estimates.

                                       12
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       OTHER ASSETS (Continued)

       The Company capitalized in October 2000, $225,000 in website and software
       development costs. The capitalized costs, which are the outside
       consulting fees charged by 411now.com, Inc., are amortized to expense
       based on the estimated useful life (5 years). Amortization expense
       totaled $11,273 for three months ended March 31, 2003 and 2002. The
       estimated aggregate future amortization expense for capitalized website
       and software development costs remaining as of December 31, 2002 is as
       follows:

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

                           2003             $45,090
                           2004             $45,090
                           2005             $33,367

       The trademark was placed in service September 2001 and cost approximately
       $4,000. The Company examines the carrying value of its intangible assets
       to determine if there are any impairment losses. If indicators of
       impairment were present in intangible assets used in operations and
       future cash flows were not expected to be sufficient to recover the
       assets' carrying amount, an impairment loss would be charged to expense
       in the period identified. No event has been identified that would
       indicate an impairment of the value of trademark recorded in the
       accompanying financial statements.

       START-UP COSTS

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

       EQUITY BASED COMPENSATION

       The Company accounts for employee stock options in accordance with
       Accounting Principles Board Option No. 25 (APB), "Accounting for Stock
       Issued to Employees." Under APB No. 25 the Company recognizes no
       compensation expense related to employee stock options, as no options are
       granted at a price below the market price on the day of grant.

       SFAS No. 123, "Accounting for Stock-Based Compensation," prescribes the
       recognition of compensation expense based on the fair value of options on
       the grant date, allows companies to continue applying APB No. 25 if
       certain pro forma disclosures are made assuming hypothetical fair value
       method application.

                                       13
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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.


2.     LOSS PER SHARE

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

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

                                                   Three Months Ended
                                                        March 31,
                                                 ------------------------
                                                    2003         2002
                                                 ----------   -----------

       NUMERATOR FOR BASIC AND DILUTED LPS
              Net loss to common shareholders .  $  (56,088)  $   (19,132)
                                                 ==========   ===========

       DENOMINATOR FOR BASIC AND DILUTED LPS
              Weighted average shares of common
                 stock outstanding ............   6,536,562     6,536,562
                                                 ==========   ===========

       LPS - Basic and diluted ................  $    (0.01)  $     (0.00)
                                                 ==========   ===========

                                       14
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


3.     STOCKHOLDERS' LOANS

       The caption "Due to Stockholders" consists of three separate notes, all
       of which are unsecured. The short term notes consist of two notes. The
       first note is for $35,000, bearing an annual interest rate at 6.750%,
       payable monthly and matures in July 2003. The second note is for $19,600,
       non-interest bearing, due July 1, 2003. The long term note of $145,634
       is non-interest bearing and is due June 30, 2004.


4.     EQUIPMENT

       Equipment at cost consists of:
                                                              March 31, 2003
                                                              --------------

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

       Less: accumulated depreciation ....................          9,300
                                                                  -------

              Total ......................................        $ 7,963
                                                                  =======

       Depreciation expense for the three months ended March 31, 2003 and 2002
       was $863.


5.     INCOME TAXES

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

       As of March 31, 2003, the Company has available a federal net operating
       loss carryforwards to offset future taxable income. The federal net
       operating loss carryforwards expire during the years 2020 through 2022.

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

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

                                       15
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.     NOTE PAYABLE

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

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

       The outstanding principal amount of this Note plus all accrued but unpaid
       interest due thereon shall be convertible at the option of the Holder at
       a conversion price equal to $1.50 per share, subject to certain equity
       adjustments. The Holder must convert at least $75,000 of Principal amount
       at any one time. If less than $75,000 of Principal is outstanding, then
       all of such remaining amount of principal shall be converted, if any is
       converted.

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

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


7.     CAPITAL STOCK AND STOCK OPTION PLAN

       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.

                                       16
<PAGE>
                           CLAMSHELL ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7.     CAPITAL STOCK AND STOCK OPTION PLAN (Continued)

       The Company has adopted a Non-Qualified stock option plan pursuant to
       which 500,000 shares of Common Stock have been set aside for issuance
       upon exercise of stock options. The Plan is designed as a means to retain
       and motivate key employees, directors and advisors. The Board of
       Directors administers and interprets the Plan. Options may be granted to
       all eligible employees of the Company, including officers and
       non-employee directors and others who perform services for the Company.
       There are no outstanding options as of March 31, 2003 and 2002.


8.     LEGAL PROCEEDINGS

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


9.     COMMITMENTS AND CONTINGENCIES

       The Company had an employment agreement with one officer providing for
       certain guaranteed payments starting January 1, 2003 and ending December
       31, 2005. . The terms of this employment agreement call for an annual
       salary of $40,000 plus other standard employee benefits.


10.    SUBSEQUENT EVENTS

       On April 1, 2003, the Board of Directors authorized an increase in the
       issuance of its restricted common stock under the private placement, from
       400,000 shares to 440,000 shares.

       On April 1, 2003, the Board of Directors revoked the existing
       non-qualified stock option plan. The Board agreed to review a new stock
       option plan during the fourth quarter of 2003.

                                       17
<PAGE>

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 10QSB 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 March 31,
2003 we completed the acquisition of all of the issued and outstanding shares of
ShutterPort, Inc., a Florida corporation, with ShutterPort becoming a
wholly-owned subsidiary.

         Since the former stockholders of ShutterPort owned a majority of the
issued and outstanding shares of common stock of Clamshell after the merger and
private placement of Clamshell stock, this transaction was accounted for as a
recapitalization of ShutterPort, whereby ShutterPort, is deemed to be the
accounting acquirer and has adopted the capital structure of Clamshell.
Therefore, the assets and liabilities of Clamshell were deemed to have been
acquired by ShutterPort from Clamshell, at the Merger Date.

PLAN OF OPERATION

         The Company is involved in web based application development, loyalty
programs and intellectual properties. The operating divisions include:

o        Brandaport www.brandaport.com

o        BSP Rewards www.bsprewards.com

o        MemoryLane Syndication www.memorylanesyndication.com and
         www.doodyville.com (Howdy Doody TV and videos)

o        MediaNet Group Technologies www.MediaNet Group

o        Technologies.com Total Home View www.totalhomeview.com

                                       18
<PAGE>

         Our plan of operations is to build a constantly expanding base of
passive residual income for our company, clients and resellers. We hope to do
this by licensing and establishing a worldwide affiliated network of internet
portals utilizing our Brand-A-Port software. This program design is the cohesive
element that ties all of our divisions together in a self contained partnership
group.

         Our network model tracks that of a television network. We license our
content, look and feel to individual and companies and then customize and
co-brand an internet portal in the client's name. These individual, corporate
and organization affiliates also become the sales agents for our programs and
receive commissions and overrides on portal sales, monthly hosting fees and
product sales.

         We maintain a very low overhead of approximately $15,000 per month as
management receives minimal remuneration and operating expenses are maintained
at a minimum rate. Although we now produce some revenue the amount does not yet
cover all monthly expenses. Management has supplemented working capital when
necessary through loans. Although no specific commitments to provide additional
funds have been made by management or by other stockholders, it is the current
intention of management to continue to make additional loans to supplement
working capital, as necessary. Accordingly, Management believes that we can
continue current business operations without requiring any substantial
additional capital investment.

         We will require additional working capital in order to significantly
increase our operations and to fully implement our business plan. We have do not
currently have any plans, proposals, arrangements or understandings in place for
raising capital either through the sale or issuance of additional securities or
through other sources. We do have an outstanding warrant which gives the holder
the right to purchase up to 500,000 shares of our common stock at a price of
$1.50 per share. But, the holder of the warrant is not obligated to exercise it,
and there is no assurance that we will receive any capital as a result of
exercise of the warrant. Therefore, there is no assurance that any additional
capital will be available to us to allow us to expand our current operations and
fully implement our business plan.


ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer (or
those persons performing similar functions), after evaluating the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended)
as of a date within 90 days before the filing date of this quarterly report (the
"Evaluation Date"), have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures were effective to ensure the timely
collection, evaluation and disclosure of information relating to the Company
that would potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the internal controls subsequent to the
Evaluation Date.

                                       19
<PAGE>
                          PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


         (a)      Exhibits 99.1 and 99.2 CERTIFICATION PURSUANT TO SECTION 906
                  OF THE SARBANES-OXLEY ACT OF 2002, are filed herewith.

         (b)      A report on Form 8-K discussing Changes in Control of
                  Registrant was filed with the Securities and Exchange
                  Commission on March 4, 2003.

                                       20
<PAGE>

                                   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 duly
authorized.

                                          CLAMSHELL ENTERPRISES, INC.


Date: May 15, 2003                        By: /S/  MARTIN BERNS
                                          Martin Berns
                                          President and Chief Executive Officer


Date: May 15, 2003                        By: /S/  IVAN BIAL
                                          Ivan Bial
                                          Director and Secretary





                                       21
<PAGE>

    CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin Berns, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Clamshell
Enterprises, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this quarterly report is being
   prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness
   of the disclosure controls and procedures based on our evaluation as of the
   Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003                     By: /S/ MARTIN BERNS
                                       Martin Berns, President, CEO and Director

                                       22
<PAGE>

    CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ivan Bial, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Clamshell
Enterprises, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
   information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this quarterly report is being
   prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
   procedures as of a date within 90 days prior to the filing date of this
   quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the effectiveness
   of the disclosure controls and procedures based on our evaluation as of the
   Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

   a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize and report financial data and have identified for the
   registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
   employees who have a significant role in the registrant's internal controls;
   and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003                     By:  /S/ IVAN BIAL
                                       Ivan Bial, Director and Secretary

                                       23