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

                                    FORM 10-Q

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended September 30, 2008

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

                         Commission File Number: 0-49801
                                                 -------

                        MEDIANET GROUP TECHNOLOGIES, INC.
                        ---------------------------------
             (Exact name of registrant 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) (Zip Code)

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

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

Check whether the registrant (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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act:

         Large accelerated filer[ ]          Non-accelerated filer [ ]
         Accelerated filer [ ]               Smaller reporting company [X]

Indicate by a check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

At November 14, 2008, the number of shares outstanding of the registrant's
common stock, $0.001 par value the only class of voting stock), was 20,435,802

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                                    FORM 10-Q
                        Quarter Ended September 30, 2008

                                Table of Contents

                                                                            PAGE
PART I - FINANCIAL INFORMATION                                              ----

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

      Condensed Consolidated Balance Sheets
      September 30, 2008 (Unaudited) and December 31, 2007 .................   3

      Condensed Consolidated Statements of Operations (Unaudited)
      For the Three and Nine Months ended September 30, 2008 and 2007 ......   4

      Condensed Consolidated Statements of Cash Flows (Unaudited)
      For the Nine Months Ended September 30, 2008 .........................   5

      Notes to the Condensed Consolidated Financial Statements (Unaudited) .   6

   Item 2 - Management's Discussion and Analysis or Plan of Operation
            Financial Condition and Results of Operations ..................  11

   Item 3 - Quantitative and Qualitative Disclosures about Market Risk .....  13

   Item 4 - Controls and Procedures ........................................  13

PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings ..............................................  14

   Item 1A - Risk Factors ..................................................  14

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

   Item 3 - Default 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 ...............................  18

Signatures .................................................................  19

                                        2
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     (UNAUDITED)    (AUDITED)
                                                    September 30,  December 31,
                       ASSETS                           2008           2007
                                                    ------------   ------------
Current assets
   Cash and cash equivalents .....................  $     80,037   $    230,580
   Accounts receivable ...........................        54,183          3,931
   Inventory .....................................        71,766         33,893
                                                    ------------   ------------
Total current assets .............................       205,986        268,404
                                                    ------------   ------------
Property, plant & equipment
   Computer equipment ............................        39,290         39,329
   Accumulated depreciation ......................       (29,534)       (25,964)
                                                    ------------   ------------
Net property, plant and equipment ................         9,756         13,365
                                                    ------------   ------------

Other assets
   Trademark .....................................         1,875          2,100
                                                    ------------   ------------
Total other assets ...............................         1,875          2,100
                                                    ------------   ------------

Total assets .....................................  $    217,617   $    283,869
                                                    ============   ============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
   Accounts payable ..............................  $     10,139   $      2,083
   Accrued Expenses ..............................       115,910        185,264
   Loyalty Points payable, net ...................       135,944        113,047
   Note Payable related party ....................        55,000              -
   Deferred revenue...............................        71,649         79,535
                                                    ------------   ------------
Total current liabilities ........................       388,642        379,929
                                                    ------------   ------------
Stockholders' deficiency
   Common stock: par value $.001; 50,000,000
     shares authorized; 20,435,802 shares issued,
     20,435,802 outstanding as of September 30,
     2008; 18,921,736 issued and outstanding as of
     December 31, 2007 ...........................        20,436         18,922
   Additional paid in capital ....................     5,525,016      5,046,148
   Subscription receivable .......................             -        (88,000)
   Accumulated deficit ...........................    (5,716,477)    (5,161,130)
                                                    ------------   ------------
Total stockholders' deficiency ...................      (171,025)       (96,060)
                                                    ------------   ------------

Total liabilities and stockholders' deficiency ...  $    217,617   $    283,869
                                                    ============   ============

          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 the Three months             For the Nine months
                                                       ended September 30,             ended September 30,
                                                ----------------------------    ----------------------------
                                                    2008            2007            2008            2007
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
Revenues
  Gift cards ................................   $    505,290    $    255,287    $  1,478,643    $    581,523
  Loyalty Program/Internet ..................         67,913          91,584         281,576         146,553
  Other .....................................              -           3,693           7,470          14,406
                                                ------------    ------------    ------------    ------------
                                                     573,203         350,565       1,767,689         742,482

Cost of sales ...............................        513,448         311,443       1,472,173         634,373
                                                ------------    ------------    ------------    ------------
                                                     513,448         311,314       1,472,173         634,373
                                                ------------    ------------    ------------    ------------

    Gross profit ............................         59,755          39,433         295,517         108,109

Operating expenses
  Consulting fees ...........................         24,481          22,793         159,424          74,586
  Other selling and administrative expenses .        226,940         204,041         691,498         595,861
  Impairment Loss ...........................              -               -               -          75,522
                                                ------------    ------------    ------------    ------------
    Total operating expenses ................        251,285         275,831         850,922         745,969

Loss from operations ........................       (191,531)       (187,401)       (555,406)       (637,860)


Interest Income .............................            360             339             360             722
                                                ------------    ------------    ------------    ------------

Net loss ....................................   $   (191,170)   $   (187,062)   $   (555,046)   $   (637,138)
                                                ============    ============    ============    ============

Basic and diluted net loss per share ........   $      (0.01)   $      (0.02)   $      (0.03)   $      (0.05)
                                                ============    ============    ============    ============

Weighted average number of shares outstanding     20,435,802      12,386,410      19,205,527      12,061,539
                                                ============    ============    ============    ============

                                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 Nine months
                                                          ended September 30,
                                                        -----------------------
                                                           2008          2007
                                                        ---------     ---------
Cash flows from operating activities:
   Net loss ........................................    $(555,646)    $(637,138)
   Adjustments to reconcile net loss to
    net cash used in operations:
      Depreciation and amortization ................        3,794         6,047
      Impairment of film library ...................            -        75,522
      Stock and warrants issued for services .......      160,081        21,113
      Stock options issued for services ............            -        30,500
      Changes in operating liabilities and assets:
         Accounts receivable .......................      (50,252)      (29,257)
         Inventory .................................      (37,873)       (7,863)
         Prepaid expenses ..........................            -        24,152
         Accounts payable and accrued liabilities ..       38,401       140,496
         Deferred revenue ..........................       (7,885)       62,126
                                                        ---------     ---------
Net cash used in operations ........................     (525,582)     (314,302)

Cash flows from investing activities:
   Purchase of fixed assets ........................           39       (16,571)
                                                        ---------     ---------
      Net cash used in investing activities ........           39       (16,571)

Cash flows from financing activities:
   Stock issued for cash ...........................      320,000       185,651
      Net cash provided by financing activities ....            -             -
      Proceeds from related party loans ............       55,000        25,000
                                                        ---------     ---------
      Net cash provided by financing activities ....      375,000       210,651

Increase (decrease) in cash and cash equivalents ...     (150,543)     (120,222)

   Cash and cash equivalents, beginning of period ..      230,580       153,346
                                                        ---------     ---------
   Cash and cash equivalents, end of period ........    $  80,037     $  33,125
                                                        =========     =========

          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-Q and item 8-03 of Regulation S-X. 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 Nine months ended June
30, 2008 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2008. For further information, refer to the
financial statements and footnotes thereto included in the Form 10-KSB for the
year ended December 31, 2007.

NATURE OF BUSINESS

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

The Company developed a loyalty rewards web mall program ("BSP Rewards") and
began to sign member providers and merchants during its initial launch year
2005. The Company private brands the loyalty and reward program for companies,
for profit and non- profit organizations, internet retailers and debit/credit
card issuers for which it charges a fee. The Company receives a percentage of
each merchant retail transaction it processes through the mall directly from
that merchant or its affiliated provider. Through Memory Lane Syndication Inc.
in 2005 we have acquired ownership of 130 color episodes of the 1970's Howdy
Doody television show. Subsequently, in 2005, we produced a combination CD/DVD
known as Songs From The Neighborhood / The Music of Mister Rogers.

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 September 30, 2008, current
liabilities exceeded current assets by $182,656 and at December 31, 2007 current
liabilities exceeded current assets by $111,525

The financial statements have been prepared on the basis that the Company will
continue as a going concern, which contemplates the realization of assets and
satisfaction of liabilities and commitments in the normal course of business. At
September 30, 2008, the Company had an accumulated deficit of $5,716,477. At
December 31, 2007, the Company had an accumulated deficit of $5,161,130.The
Company also realized net losses of $555,046 and $637,138 for the Nine months
ended September 30, 2008 and 2007, respectively.

Operations to date have been primarily financed by stockholder advances and
private equity investments. As a result, the Company's future operations are
dependent upon the identification and successful completion of permanent equity
investment and/or 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, if
they voted their shares uniformly, may have the ability to control the approval
of most corporate actions, including increasing the authorized capital stock of
the Company and the dissolution, merger or sale of the Company's assets.

STOCK TRANSACTIONS AND OUTSTANDING WARRANTS AND OPTIONS

On January 1, 2006, the Company adopted FAS-123R. In March 2005, the SEC staff
expressed their views with respect to FAS-123R in Staff Accounting Bulletin No.
107, Share-Based Payment ("SAB 107"). SAB 107 provides guidance on valuing
options. The impact of FAS-123R for the Nine months ended September 30, 2008 was
to record a non-cash compensation expense of $160,081. The adoption of FAS-123R
had no effect on cash flow from operations or cash flow from financing
activities for the Nine months ended September 30, 2008. FAS-123R requires the
cash flows from tax benefits resulting from tax deductions in excess of the
compensation cost recognized for those options ("excess tax benefits") to be
classified as financing cash flows. Prior to the adoption of FAS-123R, excess
tax benefits would have been classified as operating cash inflows. The Company
has not recognized, and does not expect to recognize in the near future, any tax
benefit related to stock-based compensation costs as a result of the full
valuation allowance on our net operating loss carry forwards.

The Company recognizes share-based compensation expense for all service-based
awards with graded vesting schedules on a straight-line basis over the requisite
service period for the entire award. Initial accruals of compensation expense
are based on the estimated number of shares for which requisite service is
expected to be rendered. Estimates are revised if subsequent information
indicates that forfeitures will differ from previous estimates, and the
cumulative effect on compensation cost of a change in the estimated forfeitures
is recognized in the period of the change.

EQUITY TRANSACTIONS AND OUTSTANDING WARRANTS AND OPTIONS

On July 14th 2008 The Board of Directors approved a private placement to
accredited investors for a maximum of 2,000,000 restrictive common shares at
$0.16 per share accompanied by an equal number of restrictive warrants at $0.50
per common share for a term of two (2) years. At November 14, 2008 2,000,000
common share and Warrants 2,000,000 have been issued. Additionally on July 14,
2007 the Board of Directors approved and issued 300,000 restrictive common
shares to be distributed among the Company's employees, officers and consultants
for settlements of services rendered to the Company. Said shares were issued at
$0.16 per share.

WARRANTS
--------

As of September 30, 2008, the Company had outstanding warrants to purchase up to
787,000 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.

                                        7
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                       Warrants
                                                       --------
                  Balance, January 1, 2008 .......      787,000
                  Issued .........................    2,000,000
                                                      ---------
                  Balance September 30, 2008 .....    2,787,000
                                                      =========

The following table provides certain information with respect to the above
referenced warrants outstanding at September 30, 2008:

                                Weighted                     Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
       $0.10 - $1.00              $0.65                         2.5

OPTIONS
-------
                                                        Options
                                                        -------
                  Balance, January 1, 2008 .......      225,000
                  Issued .........................            -
                  Exercised/Expired ..............       75,000
                                                        -------
                  Balance September 30, 2008 .....      150,000
                                                        =======

The following table provides certain information with respect to the above
referenced options outstanding at September 30, 2008:

                                Weighted                     Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
       $0.18 - $0.45              $0.30                         2.0

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
accrued liabilities and the useful lives for amortization and depreciation.

                                        8
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, accounts payable, and accrued expenses,
the carrying values of which approximate fair value at September 30, 2008.

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 September 30, 2008, the Company has allowable federal net operating loss
carry forwards to offset future taxable income. The federal net operating loss
carry forwards of approximately $5,716,969 will expire during the years 2021
through 2026 and the utilization of this net operating loss may be limited in
accordance with IRS Code Section 382.

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.

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. LOYALTY POINTS

Loyalty Points Payable, net. The liability accumulated by consumers earning
loyalty points( discounts)are maintained in a segregate accounts on our books.
The Company maintains a cash trust account in the amount of $25,000 which is
directly use to reduce the liability that it is owned to these consumers and is
maintained as part of the same account thus reducing the overall liability
outstanding.

6. SIGNIFICANT ACCOUNTING POLICIES

Except as set forth below, as of September 30, 2008, the Company's significant
accounting policies and estimates, which are detailed in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007, have not changed
materially.

                                        9
<PAGE>

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

7. RELATED PARTY NOTE PAYABLE

During the nine months ended September 30, 2006 two related parties (directors)
had advanced the Company $55,000 under a demand note with an expiration date of
December 31,2008.

8. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2008 through September 30, 2008, 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 the BSP Rewards program. Marketing
Partners sell the BSP program on behalf of the Company on a straight commission
basis. Member Providers enroll Members into the BSP Rewards platforms.

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 Ninety (60)
days written notice during a renewed term.

9. 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 sometimes 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 $71,649 at September 30, 2008.

10. LIABILITY POINTS PAYABLE,NET

The liability accumulated by consumers earning loyalty points is maintained is a
segregate account on our books. The Company maintains a cash trust account in
the amount of $25,000 which in the Loyalty Points is a restricted cash account
of $25,000 for the Nine months Ended September 30,2008 and 2007 respectively.

11. TRANSACTION PROCESSING

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

12. SUBSEQUENT EVENTS

         NONE

                                       10
<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 indications 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-Q 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 June 30, 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.

RESULTS OF OPERATIONS

Three and Nine months Ended September 30, 2008 as compared to Three and Nine
months Ended September 30, 2007

For the three (3) months ended September 30, 2008, we had gross revenues of
$573,203 which included $505,290 of gift card sales, $67,913 loyalty program
points and $11,862 Internet related fees. As compared to the three (3) months
ending September 30, 2007 with gross revenues of $350,565 which included
$255,287 of gift card sales, $61,913 loyalty program points and $29,933 Internet
related fees, and other of $3,639.

                                       11
<PAGE>

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

For the three and Nine months ended September 30, 2008, we had revenues from
operations of $573,203 and $1,767,689 respectively, and a net loss of $191,170
and a net loss of $555,046 respectively. For the Nine months ended September 30,
2007, we had revenues from operations of $742,482 and a net loss of $637,138.

Operating expenses for the Nine months ended September 30, 2008, were $850,922
compared to $745,969 for the Nine months ended September 30, 2008, an increase
of $104,953. Consulting fees increased $84,838; Payroll expense and related
fringe benefits increased $58,769 due to the hiring of additional staff;
Commission expense increased $36,547; Telephone expense increased $2,187.

Three Months Ended September 30, 2008 as compared to Nine Months Ended September
30, 2007

Operating expenses for the three months ended September 30, 2008, were $251,285,
compared to $275,831 for the three months ended September 30, 2007, an decrease
of $24,546.Consulting fees increased $1,688; Insurance expense increased $5,219;
Payroll expense and related fringe benefits increased $(12,982) due to
outsourcing.

LIQUIDITY AND CAPITAL RESOURCES

Deferred revenue results from customers who pay for services in advance, such as
quarterly, or annually. The Company records the initial payment in deferred
revenue and then recognizes in each subsequent month that proportion which is
provided in services. As of September 30, 2008 and at December 31, 2007 deferred
revenue was $71,659, and 79,535 respectively.

As of September 30, 2008 and at December 31, 2007, we had cash on hand of
$80,037 and $230,580 respectively. During the Nine months ended September 30,
2008, net cash used in operations was $525,882, and during the Nine months ended
September 30, 2007, net cash used in operations was $314,302. However, our
operations are not yet profitable, and we continue to require additional funding
in order to continue our business operations.

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

The current gradual expansion of our operations for the next twelve months is
due to the fact that the web sites, portals and marketing materials for our
various divisions are completed and ready for use. However, until operating
revenues increase significantly; we must continue to seek outside funding for
the purpose of accelerating the expansion of our operations. There is no
assurance that the Company can raise adequate capital to fund its operations.

PLAN OF OPERATIONS

Our plan of operations is to primarily develop our BSP Rewards business. The
timing and the extent to which we are able to implement our expansion plan will
be primarily dependent upon our ability to obtain outside working capital.
Management believes we have established a base through which we can continue to
grow.

                                       12
<PAGE>

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

The primary operations of the company are focused on the BSP Branded Loyalty
Rewards segment of the business. The efforts are concentrated on (1) Building
the On-Line merchant's network. (2) Increasing the number of participating Gift
Card merchants. (3) Building private branded mall for various clients (4)
Layering the BSP platform onto credit, debit and prepaid cards. (5) Increasing
the member base through agreements with member Provider Organizations. (6)
Increasing transactions and fees.

The Company has signed Marketing Partner and/or Member Provider Agreements with
various individuals and companies to sell private branded BSP rewards malls on a
straight commission basis. The Company has signed various Agreements with
web-based retailers and organizations who will give and redeem BSP Rewards and
in many instances place their customers into the program as participating
members. Additionally, the Company has signed agreements with various
associations, debit card issuers and non-profits that enroll their members into
the program.

The Company has agreements with various merchants and affiliate managers as
retailers. They encompass approximately 764 merchants from whom members earn
rebate rewards when shopping through any of the BSP branded Web Malls.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

         NOT APPLICABLE

ITEM 4.  CONTROLS AND PROCEDURES

   a)    Evaluation of Disclosure Controls and Procedures: As of September 30,
         2008, our management carried out an evaluation, under the supervision
         of our Chief Executive Officer and the Chief Financial Officer of the
         effectiveness of the design and operation. Based on that evaluation,
         our Chief Executive Officer and the 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.

         Our management does not expect that our disclosure controls and
         procedures or our internal control over financial reporting will
         necessarily prevent all fraud and material error. Our disclosure
         controls and procedures are designed to provide reasonable assurance of
         achieving our objectives and our Chief Executive Officer and the Chief
         Financial Officer concluded that our disclosure controls and procedures
         are effective at that reasonable assurance level. Further, the design
         of a control system must reflect the fact that there are resource
         constraints and the benefits of controls must be considered relative to
         their costs. Because of the inherent limitations in all control
         systems, no evaluation of controls can provide absolute assurance that

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<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES (CONTINUED)

         all control issues and instances of fraud, if any, within the Company
         have been detected. These inherent limitations include the realities
         that judgments in decision-making can be faulty, and that breakdowns
         can occur because of simple error or mistake. Additionally, controls
         can be circumvented by the individual acts of some persons, by
         collusion of two or more people, or by management override of the
         internal control. The design of any system of controls also is based in
         part upon certain assumptions about the likelihood of future events,
         and there can be no assurance that any design will succeed in achieving
         its stated goals under all potential future conditions. Over time,
         control may become inadequate because of changes in conditions, or the
         degree of compliance with the policies or procedures may deteriorate.

   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.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         NONE

ITEM 1A. RISK FACTORS

Our future operating results are highly uncertain. Before deciding to invest in
us or to maintain or increase your investment you should carefully consider the
risks described below, in addition to the other information contained in this
quarterly report. If any of these risks actually occur, our business, financial
condition or results of operations could be seriously harmed. In that event, the
market price for our common stock could decline and you may lose all or part of
your investment.

                     RISKS RELATED TO THE COMPANY'S BUSINESS

THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN IS IN QUESTION

The Company's auditors included an explanatory statement in paragraph 4 of their
report on our financial statements for the years ended December 31,2007 and
2006, stating that there are certain factors which raise substantial doubt about
the Company's ability to continue as a going concern.

THE COMPANY HAS A HISTORY OF LOSSES AND MAY INCUR LOSSES FOR THE FORESEEABLE.
FUTURE

The Company had an accumulated deficit of $5,716,477 as of September 30, 2008.
We will continue to incur operating losses as we maintain our search for profits
in our businesses and satisfy our ongoing disclosure requirements with the
Commission. Such continuing losses could result in a decrease in share value.

                                       14
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

WE ARE DEPENDENT UPON A KEY PERSON, WHO WOULD BE DIFFICULT TO REPLACE.

Our continued operation will be largely dependent upon the efforts of Martin A
Berns, our CEO and one of our directors. We do not maintain key-person insurance
on Mr. Berns. Our future success also will depend, in large part upon the
Company's future ability to identify, attract and retain other highly qualified
managerial, technical and sales and marketing personnel. Competition for these
individuals is intense, The loss of the services of Mr. Berns, the inability to
identify; attract or retain qualified personnel in the future or delays in
hiring qualified personnel could make it more difficult for us to maintain our
operations and meet key objectives.

IF THE COMPANY IS UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE OUR BUSINESS,
WE MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS

As of September 30, 2008, the Company had negative working capital of $285,139.
At December 31, 2007 the Company had a negative working capital of $111,525. We
have revenue generation activities in place. As such, we will have to obtain
additional working capital from debt or equity placements to effectively
increase our operations. However, we have no commitment for the provision of
working capital. Should we be unable to secure additional capital, such
condition would cause us to reduce expenditures which could have a material
adverse effect on our business.

Risks Related to the Company's Stock

THE COMPANY WILL NEED TO RAISE ADDITIONAL CAPITAL TO FUND OPERATIONS WHICH COULD
ADVERSELY AFFECT OUR SHAREHOLDERS

The Company will need to raise additional capital. However, we have no
commitment from any source of financing to provide us with this necessary
additional capital. Should we secure a commitment to provide us with capital
such commitment may obligate us to issue additional shares of the Company's
common stock or warrants or other rights to acquire common stock which will
result in dilution to shareholders. Nonetheless, if we are unable to obtain
additional capital, then we will need to restrict or reduce our operations,
which action would adversely affect our shareholders.

WE INCUR SIGNIFICANT EXPENSES AS A RESULT OF BEING REGISTERED WITH THE
COMMISSION, WHICH EXPENSES NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE.

We incur significant legal, accounting and other expenses as a result of being
registered pursuant to the Exchange Act of 1934, as amended, that requires
continuous disclosure with the Commission. We expect that compliance with these
laws, rules and regulations, may substantially increase our expenses, and make
some activities more time-consuming and costly. As a result, there may be
substantial increases in legal, accounting and certain other expenses in the
future, which will negatively impact our financial performance and could have a
material adverse effect on our results of operations and financial condition.

                                       15
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

THE COMPANY'S STOCK PRICE IS VOLATILE

The market price is subject to significant volatility and trading volumes could
be low. Factors affecting the Company's market price include:

   o  the Company's perceived prospects;

   o  negative variances in our operating results, and achievement of key
      business targets;

   o  limited trading volume in shares of the Company's common stock in the
      public markets;

   o  sales or purchases of large blocks of our stock;

   o  changes in, or the Company's failure to meet, earnings estimates;

   o  changes in analysts' buy/sell recommendations;

   o  differences between our reported results and those expected by investors
      and securities analysts;

   o  announcements of legal claims against us;

   o  market reaction to any acquisition, joint ventures or strategic
      investments announced by us or our competitors;

   o  developments in the financial markets;

   o  general economic, political or stock market conditions.

In addition, our stock price may fluctuate in ways unrelated or disproportionate
to our operating performance. The general economic, political and stock market
conditions that may affect the market price of the Company's common stock are
beyond our control. The market price of the Company's common stock at any
particular time may not remain the market price in the future. In the past,
securities class action litigation has been instituted against companies
following periods of volatility in the market price of their securities. Any
such litigation, if instituted against us, could result in substantial costs and
a diversion of management's attention and resources.

THE COMPANY'S STOCK IS A PENNY STOCK AND, THEREFORE, THE COMPANY'S SHAREHOLDERS
MAY FACE SIGNIFICANT RESTRICTION IN THEIR STOCK.

The Company's stock differs from many stocks in that it is a "penny stock". The
Commission defines a penny stock in Rule 3a51-1 of the Exchange Act as,
generally speaking, those securities which are not listed on either NASDAQ or a
national securities exchange and are priced under $5, excluding securities of
issuers that (a) have net tangible assets greater than $2 million if they have
been in operation at least three years,(b) have tangible assets greater than $5
million if in operation less than three years, or (c) average revenue of at
least $6 million for the last three years. Pinksheets and OTCBB securities are
considered penny stocks unless they qualify for one of the exclusions.

                                       16
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

Shareholders should be aware that, according to the Commission Release No.
34-29093, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. These patterns include:

   o  control of the market for the security by one or a few broker-dealers that
      are related to the promoter or issuer;

   o  manipulation of prices through prearranged matching of purchases and sales
      and false and misleading press releases;

   o  "boiler room" practices involving high pressure sales tactics and
      unrealistic price projections by inexperienced sales persons;

   o  excessive and undisclosed bid-ask differentials and markups by seller
      broker-dealers; and

   o  the wholesale dumping of the same securities by promoters and
      broker-dealers after prices have been manipulated to a desired level,
      along with the inevitable collapse of those prices with consequent
      investors losses.

OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING MAY NOT BE CONSIDERED EFFECTIVE
IN THE FUTURE, WHICH MAY RESULT IN A LOSS OF INVESTOR CONFIDENCE IN OUR
FINANCIAL REPORTS AND IN TURN HAVE AN ADVERSE EFFECT ON OUR STOCK PRICE.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to
prepare a report by management on our internal controls over financial
reporting. Such reports must contain, among other matters, an assessment of the
effectiveness of our internal controls over financial reporting as of the end of
the year, including a statement as to whether or not our internal controls over
financial reporting are effective. This assessment must include disclosure of
any material weaknesses in our internal controls over financial reporting
identified by management. If we are unable to continue to assert that our
internal controls are effective, our investors could lose confidence in the
accuracy and completeness of our financial reports, which in turn cause our
stock to decline.

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

         NONE

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         NONE

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

         NONE

ITEM 5.  OTHER INFORMATION

         NONE

                                       17
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

Exhibits required to be attested by Item 601 of Regulation S-K are listed in the
Index to Exhibits below this Form 10-Q, and are incorporated herein by this
reference.

(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

                                       18
<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.

                                       MEDIANET GROUP TECHNOLOGIES, INC.


Date: November 14, 2008                By: /s/ Martin Berns
                                           ----------------
                                           Martin Berns
                                           President and Chief Executive Officer


Date: November 14, 2008                By: /s/ Alfred Fernandez
                                           --------------------
                                           Alfred Fernandez
                                           Chief Financial Officer

                                       19