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 SEPTEMBER 30, 2005
                                            ------------------

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


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

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


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


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


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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

At November 4, 2005, the following shares were outstanding: 9,098,688

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

<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.


                                   FORM 10-QSB
                        Quarter Ended September 30, 2005

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

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

              Condensed Consolidated Balance Sheet
              September 30, 2005 (Unaudited)...................................4

              Condensed Consolidated Statements of Operations (Unaudited)
              For the Three and Nine Months Ended September 30, 2005 and 2004..5

              Condensed Consolidated Statements of Cash Flows (Unaudited)
              For the Nine Months Ended September 30, 2005 and 2004............6

              Notes to Condensed Consolidated Financial Statements.............7


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


     Item 3 - Controls and Procedures.........................................17


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings...............................................18


     Item 2 - Changes in Securities and Use of Proceeds.......................18


     Item 3 - Default upon Senior Securities..................................18


     Item 4 - Submission of Matters to a Vote of Security Holders.............18


     Item 5 - Other Information ..............................................18


     Item 6 - Exhibits and Reports on Form 8-K................................19


Signatures....................................................................20

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS




                        MEDIANET GROUP TECHNOLOGIES, INC.


                              FINANCIAL STATEMENTS


                        Quarter Ended September 30, 2005


                                    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........................7-12



                                        3
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2005
                                   (UNAUDITED)


                                     ASSETS

Current assets:
  Cash and cash equivalents....................................     $    98,368
  Accounts receivable - net ...................................          16,000
  Prepaid expenses.............................................             285
                                                                    -----------

          Total current assets.................................         114,653
                                                                    -----------

Property and equipment - net ...................................          6,495
                                                                    -----------

Other assets:
  Website and software development costs - net ................               -
  Trademark - net .............................................           2,900
  Film Library ................................................         863,643
  Investment Mister Rogers.....................................         210,032
                                                                    -----------

          Total other assets ..................................       1,076,575
                                                                    -----------

          Total assets ........................................     $ 1,197,723
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities.....................     $   148,651
  Due to stockholder...........................................          42,001
                                                                    -----------

          Total current liabilities ...........................         190,652
                                                                    -----------

          Total liabilities....................................         190,652
                                                                    -----------

Stockholders' equity
  Common stock - $.001 par value, 50,000,000 shares authorized;
    8,953,233 shares issued and outstanding ...................           8,954
  Additional paid-in-capital ..................................       3,418,041
  Additional paid-in-capital (stock options)...................          49,895
  Accumulated deficit..........................................      (2,469,819)
                                                                    -----------

          Total stockholders' equity...........................       1,007,071
                                                                    -----------

          Total liabilities and stockholders' equity ..........     $ 1,197,723
                                                                    ===========

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

                                        4
<PAGE>
<TABLE>
                               MEDIANET GROUP TECHNOLOGIES, INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (UNAUDITED)
<CAPTION>

                                      For the Three Months Ended     For the Nine Months Ended
                                             September 30,                 September 30,
                                             -------------                 -------------
                                          2005           2004           2005           2004
                                          ----           ----           ----           ----
<S>                                   <C>            <C>            <C>            <C>
Revenues
  Sales revenues ...................  $    38,929    $    32,896    $    90,511    $    82,286

Cost of sales ......................       29,802         13,924         77,727         44,378
                                      -----------    -----------    -----------    -----------

Gross income .......................        9,127         18,972         12,784         37,908

Operating expenses .................      154,611         73,757        491,504        224,285
                                      -----------    -----------    -----------    -----------

Loss from operations ...............     (145,484)       (54,785)      (478,720)      (186,377)


Other income (expense)
  Interest expense .................            -              -              -        (30,000)
                                      -----------    -----------    -----------    -----------
Total other income (expense) .......            -              -              -        (30,000)

          Net loss .................  $  (145,484)   $   (54,785)   $  (478,720)   $  (216,377)
                                      ===========    ===========    ===========    ===========

                                      ===========    ===========    ===========    ===========
Basic and diluted net loss per share  $     (0.02)   $     (0.01)   $     (0.06)   $     (0.03)
                                      ===========    ===========    ===========    ===========

Weighted average number of
  common shares outstanding ........    8,752,589      7,571,294      8,204,869      7,040,088
                                      ===========    ===========    ===========    ===========

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

                                               5
</TABLE>
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          For the Nine Months
                                                          Ended September 30,
                                                        -----------------------
                                                           2005          2004
                                                        ---------     ---------
Cash Flow from operating activities:
   Net loss ........................................    $(478,720)    $(216,377)
Adjustments to reconcile net loss to net cash used
 in operations:
   Depreciation and amortization ...................       42,347        37,608
   Stock issued for services .......................      143,620             0
   Stock options issued for services ...............       34,823             0
Changes in operating assets and liabilities:
   Accounts receivable .............................      (15,149)       (8,646)
   Prepaid expense .................................          483        (5,266)
   Accounts payable and accrued liabilities ........       30,445        14,533

                                                        ---------     ---------
Net cash used in operations ........................     (242,151)     (178,148)

Cash Flows from investing activities:
   Mr. Rogers Production Costs .....................     (107,532)            0
   Addition to property, plant & equipment .........       (6,495)            0
                                                        ---------     ---------
      Net cash used in investing activities ........     (114,027)            0

Cash flows from financing activities
   Stock issued for cash ...........................      397,982             0
   Net proceeds from due to stockholders ...........       41,402       170,883
                                                        ---------     ---------
      Net cash provided by financing activities ....      439,384       170,883
                                                        ---------     ---------

Increase in cash and cash equivalents ..............       83,206        (7,265)

Cash and cash equivalents, beginning of period .....       15,162         8,015
                                                        ---------     ---------
Cash and cash equivalents, end of period ...........       98,368           750
                                                        =========     =========

Non-cash financing transactions
   Stock issued for services .......................      143,620             0
                                                        =========     =========
   Stock options issued for services ...............       34,823             0
                                                        =========     =========
   Stock issued for repayment of due to shareholder        52,028       168,750
                                                        =========     =========
   Stock issued for Subsidiary Interest ............      100,000             0
                                                        =========     =========
   Stock issued for film library ...................            0       675,000
                                                        =========     =========

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

                                        6
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with accounting principles generally
      accepted in the United States of America for interim financial information
      and with the instructions to Form 10-QSB and Item 310 of Regulation SB.
      Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States
      of America for annual financial statements. In the opinion of management,
      all adjustments (consisting of normal recurring accruals) considered
      necessary for a fair presentation have been included. The consolidated
      operating results for the nine months ended September 30, 2005 are not
      necessarily indicative of the results that may be expected for the year
      ending December 31, 2005. For further information, refer to the financial
      statements and footnotes thereto included in the Form 10-KSB for the year
      ended December 31, 2004.

   NATURE OF BUSINESS

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

      Brand-A-Port, Inc. (formerly "ShutterPort"), a Florida corporation, was
      founded February 4, 2000. The Company was formed to become an online
      provider of branded, business to business and business to consumer web
      portals to a variety of businesses. The Company acts as an aggregator (to
      bring in a variety of interests to the portal), facilitator (to assist
      users in communicating with each other) and infomediary (to gather and
      supply information to users).

      The Company has developed a loyalty rewards program ("BSP Rewards") and
      began to sign member providers and merchants during its initial launch in
      2004. The Company private brands the program and charges merchants
      participating in BSP Rewards program, a fee or a percentage of the value
      of sales it transacts through the BSP system.

      The Company's future operations are subject to all of the risks inherent
      in the establishment of a new business enterprise. At September 30, 2005,
      current liabilities exceeded current assets by $75,999.

      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 September 30, 2005, the Company had an accumulated deficit of
      $2,469,819. The Company also realized net losses of $478,720 and $216,377
      for the nine months ended September 30, 2005 and 2004, respectively.

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

                                        7
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   CONTROL BY PRINCIPAL STOCKHOLDERS

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

   STOCK TRANSACTIONS - OUTSTANDING WARRANTS

      The following table summarizes the warrants outstanding as of September
      30, 2005.

                                            Warrants     Exercise   Expiration
      Warrant Holder                       Outstanding    Price        Date
      --------------                       -----------    -----        ----
      Mid-Continental Securities             400,000       1.00      12/5/2005
      Lempert Brothers International USA       7,000       1.00      6/23/2008
      John J. Plunkett                         1,400       1.00      6/23/2008
      Brian K. Coventry                        5,600       1.00      6/23/2008
      Other various holders                  175,000       1.00      6/23/2008
      Lempert Brothers International USA      28,000       0.55      6/23/2010
      John J. Plunkett                         5,600       0.55      6/23/2010
      Brian K. Coventry                       22,400       0.55      6/23/2010
      Tammi Shnider                          250,000       1.50     12/31/2008
                                             -------
      Total Outstanding Warrants             895,000
                                             =======

      On January 21, 2005, the Company issued stock options to two directors. A
      total of 50,000 options were granted to purchase shares of the Company's
      common stock with an exercise price of $0.45 per share, which represents
      50% of the closing bid price per share of the company's common stock on
      January 21, 2005. These 50,000 options have an expiration date of January
      21, 2010 and vest over a two year period as follows:

                            Options          Date Exercisable
                            -------          ----------------
                            16,666           January 21, 2005
                            16,666           January 21, 2006
                            16,668           January 21, 2007

      On August 1, 2005, the Company issued stock options to a director. A total
      of 25,000 options were granted to purchase shares of the Company's common
      stock with an exercise price of $0.19 per share, which represents 50% of
      the closing bid price per share of the company's common stock on July 31,
      2005. These 25,000 options have an expiration date of August 1, 2010 and
      vest over a two year period as follows:

                            Options          Date Exercisable
                            -------          ----------------
                             8,333            August 1, 2005
                             8,333            August 1, 2006
                             8,334            August 1, 2007

                                        8
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   USE OF ESTIMATES

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

   SIGNIFICANT ESTIMATES

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

   LONG-LIVED ASSETS

      The carrying values of long-lived assets are periodically reviewed by
      management and impairments would be recognized if the expected future
      non-discounted cash flows derived from an asset were less than carrying
      value. In the opinion of management there was no impairment of assets as
      of September 30, 2005 and 2004.

   FAIR VALUE OF FINANCIAL INSTRUMENTS

      Financial instruments reported in the Company's consolidated balance sheet
      consist of cash, accounts receivable, prepaid expenses, accounts payable,
      notes payable and accrued expenses, the carrying value of which
      approximate fair value at September 30, 2005.

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.

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, 2005, the Company has available federal net operating
      loss carry forwards to offset future taxable income. The federal net
      operating loss carry forwards of approximately $1,379,000 will expire
      during the years 2020 through 2024.

                                        9
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3. INCOME TAXES (Continued)

      The Company has recorded a full valuation allowance against the deferred
      tax assets, 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 assets 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. LEGAL PROCEEDINGS

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

6. COMMITMENTS AND CONTINGENCIES

      The Company has signed a Rights Acquisition Agreement with GoodTimes
      Entertainment granting them a license to manufacture and distribute 40 of
      the Howdy Doody episodes to retailers and on the Internet. The agreement
      has a term of five years, which commenced on September 25, 2003.

      The Company has also signed a Licensing Agreement with Madacy
      Entertainment for certain episodes of its Howdy Doody library. The
      agreement has a term of five years, which commenced on December 1, 2003.
      The Agreement grants a license to Madacy Entertainment for 25 episodes to
      be produced as a DVD box set.

      During the first quarter of 2005, we signed an agreement with COX
      broadcasting in Orange County, California to broadcast 65 episodes of the
      Howdy Doody library.

7. CONSULTING AND SALES AGREEMENTS

      During the period of January 1, 2005 through September 30, 2005, the
      Company has signed Marketing Partner and/or Member Provider Agreements the
      ("Agreements") with various individuals or companies. These agreements
      allow companies to become Marketing Partners and/or Member Providers of
      licenses of the MediaNet portals, BSP Rewards and other products and
      services offered by the Company.

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

      On March 1, 2005, the Company entered into a Consulting Agreement with
      Cameron Associates to provide consulting advice regarding capital
      structure, financing, M&A and operational matters. The Company agreed to
      issue 80,000 shares of common stock in exchange for their services. As of
      September 30, 2005 we have issued 80,000 shares valued at $1.10 per share.
      This has resulted in a charge to consulting expense of $88,000 as of
      September 30.
                                       10
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7. CONSULTING AND SALES AGREEMENTS (Continued)

      On June 6, 2005, we entered into a one-year consulting agreement with
      Stanton, Walker & Company, to counsel the Company with regard to strategic
      business plans, identify potential business partners, corporate planning
      and/or other business consulting needs. As consideration for such
      services, we agreed to issue to Richard P. Stanton and Richard H. Walker
      125,000 shares of the Company's common stock. As of September 30, we have
      issued 33,000 shares to Richard P. Stanton and 33,000 shares to Richard H.
      Walker valued at $0.55 per share. This has resulted in a charge to
      consulting expense of $36,300 as of September 30.

8. JOINT VENTURE

      On December 11, 2004 the Company, using its dba "Memory Lane Syndication",
      entered into an agreement with U Love Kids, Inc. to form a partnership,
      "Songs From The Neighborhood - A Tribute To Mr. Rogers". The partnership
      will produce an original CD/DVD of songs written by Fred Rogers.

      On September 23, 2005, the Company in a stock transaction purchased the
      50% interest held by U Love Kids, Inc. The company issued 212,121
      restricted common shares at $0.33 per share and a three (3) year warrant
      to purchase 250,000 common shares at $1.50 per share with an expiration
      date of December 31, 2005.

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.

      Revenues recognized during the period ended September 30, 2005 and 2004
      related to licensing agreements of the Company's film library totaled
      $17,674 and $0. The revenue from the Howdy Doody episodes are recognized
      in accordance with Statement of Position ("SOP") 00-2, Accounting by
      Producers or Distributors of Films.

10. RECENT DEVELOPMENTS

      On August 1, 2005, the Company issued options to purchase 25,000 shares of
      common stock to a director. The options are exercisable at $0.19 per
      share, which represents 50% of the closing bid price per share of the
      company's common stock on July 31, 2005. The options have an expiration
      date of August 1, 2010 and vest over a two year period. A charge against
      earnings has been recorded for the value of the options.

            Options        Date Exercisable        Value of Options
            -------        ----------------        ----------------
             8,333          August 1, 2005              $2,250
             8,333          August 1, 2006              $2,250
             8,334          August 1, 2007              $2,250

                                       11
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

10. RECENT DEVELOPMENTS (Continued)

      The Company used the Black-Scholes option pricing model to determine the
      fair value of the option grants. The assumptions were applied as follows:

                      Interest Rate                3.94%
                      Dividend yield               0.00%
                      Expected volatility         92.59%
                      Expected life in years        3

      On September 23, 2005, we consummated the purchase of the 50% interest
      held in the partnership "Songs From The Neighborhood - A Tribute To Mr.
      Rogers" from U Love Kids, Inc. The purchase of the 50% interest held by U
      Love Kids, Inc. was completed by the Company issuing 212,121 of the
      Company's restricted common stock and a three-year warrant to purchase an
      additional 250,000 shares. The warrant is exercisable at $1.50 per share.
      The closing share price of the Company's stock on September 23, 2005 was
      $0.33.

      The Company used the Black-Scholes option pricing model to determine the
      fair value of the stock grants. The assumptions were applied as follows:

                      Interest Rate                3.94%
                      Dividend yield               0.00
                      Expected volatility        106.10%
                      Expected life in years        3

11. SUBSEQUENT EVENTS

      On October 21, 2005, Martin Berns, the Company's President and CEO
      converted $32,000 of current debt owed to him by the Company in exchange
      for 145,455 restricted shares of the Company's common stock at a per share
      price of $0.22. The $0.22 per share price for the conversion of debt owed
      to Martin Berns is consistent with the market price of the Company's stock
      as quoted on the OTC Bulletin Board on October 19, 2005.

                                       12
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

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

OVERVIEW

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

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

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

         Our target markets for sales of our BSP Rewards program and the
Brand-A-Port product include small, medium and large sized companies and
organizations that will be able to utilize our product line. Our target market
for reselling our products and services is to companies that already have an
existing sales force or ability to act as a mass reseller for us. This potential
market also includes Membership Clubs, non-profit organizations, alumni
associations, retailers and corporations and their marketing alliance partners
and home based business sellers and network marketing companies.

         We market our products and services primarily through third party
resellers who are paid on a commission basis. We have signed 17 marketing
partner agreements which are non-exclusive and we anticipate that we will sign
agreements with additional resellers in the future. The Agreements, which
generally have a term of one year with automatic one-year renewals.

                                       13
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

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

RESULTS OF OPERATIONS

         Operating expenses were $491,504 during the nine months ended September
30, 2005 as compared to $224,285 for the same period in 2004, an increase of
$267,219 or 119%. The major increase is attributable to the increased cost of
consulting fees of $197,638, legal fees of $16,896 and amortization of the Howdy
Doody Film Library of $6,762.

         As of September 30, 2005, we had cash on hand of approximately $98,368.
For the nine months ended September 30, 2004, we had gross revenues from
operations of $82,286, and a net loss of $216,377. For the nine months ended
September 30, 2005, we had gross revenues from operations of $90,511, and a net
loss of $478,720.

         During the nine months ended September 30, 2004, net cash used in
operations was $178,148, and during the nine months ended September 30, 2005,
net cash used in operations was $242,151. However, our operations are not yet
profitable, and we continue to require additional funding in order to continue
business operations.

         We have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt and equity transactions with
management. As a result, as of December 31, 2004, we had outstanding loans from
stockholders totaling approximately $52,627, which consists of two short term
notes of $42,027 and $10,600, each of which bears an annual interest rate of
6.750%, payable monthly. On October 1, 2003, the maturity dates of these notes
were extended to January 1, 2005, at which time they became demand notes bearing
interest commencing March 1, 2005 at 6%. Upon mutual agreement between the
stockholders and the Company, these notes are convertible on a quarterly basis,
into restricted common shares at market value (bid price) at the time of
conversion. On March 28, 2005, the note for $42,027 was converted into 44,129
shares of common stock.

         At September 30, 2005 the balance due under the arrangement was
$42,001.

                                       14
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

PLAN OF OPERATION

         The Company is involved in web based application development, loyalty
programs and intellectual properties. Our primary plan of operations is to
develop our BSP Rewards business. The BSP Rewards component of our business is a
loyalty and rewards program designed as a shopping service through which members
receive rebates (rewards) on purchases of products and services from
participating merchants. These rewards may be accumulated and used at any time
to make additional purchases from any participating merchant in the program.

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

         We have established a separate reserve account in which we hold all
amounts designated as accumulated member rewards. Members, merchants and member
providers may view reports on-line indicating the total amount of purchases made
and of rewards accumulated. At the present time when a member elects to redeem
all or any portion of the rewards which he or she has accumulated, the member
must purchase certificates on-line that are redeemable at participating
merchants. The Company plans to offer a master card stored value card in the
future that will allow the reward points to be loaded on the card and spent like
cash at participating merchants. The Company would then disburse funds from the
reserve account to the participating merchant from which the new purchase has
been made.

         Member Providers are companies, organizations and groups that enroll
their employees or members in the BSP Rewards program. The program is offered
free to member providers who auto-enroll their member base.

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

         The Company completed the initial development and beta testing of its
BSP program at the end of December 2003. The Company has signed Marketing
Partner and/or Member Provider Agreements with 17 individuals or companies to
sell for the Company on a straight commission basis. Additionally the Company
has signed their first 3 Private Branded Merchant Agreements with a web-based
retailer who will give and redeem BSP Rewards and place their customers into the
program as members. The Company has begun receiving limited revenues from these
sales during the 4th quarter of 2005.

                                       15
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

         The Company has signed a Rights Acquisition Agreement with GoodTimes
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the Internet. GoodTimes Entertainment
commenced sales efforts in the last quarter of 2004 and will pay us a royalty of
ten percent of the net wholesale price on any sales that are made. The Agreement
has a term of five years, commencing on September 25, 2003. The Company has the
right to terminate the Agreement if it does not receive at least $50,000 in
royalties during the first two years of the Agreement. There is no assurance
that GoodTimes Entertainment will be successful in selling videos and,
accordingly, there is no assurance that we will realize any revenues under the
terms of the agreement.

         The Company has signed a second Licensing Agreement with Madacy
Entertainment for certain episodes of its Howdy Doody library. The Agreement
grants a license to Madacy Entertainment for 25 episodes to be produced as a DVD
box set. The Company will receive a royalty of fifteen percent of the net
wholesale price on all sales. The Company began receiving revenues during the
fourth quarter of 2004. The term of the Agreement is for five years, commencing
December 1, 2003. The Company has the right to terminate the Agreement if the
Company does not receive at least $50,000 in royalties during the first two
years.

         On September 23, 2005, we consummated the purchase of the fifty percent
(50%) interest held in the partnership "Songs From The Neighborhood-A Tribute To
Mr. Rogers" from U Love Kids, Inc. The company issued 212,121 of the company's
restricted common shares and a three-year warrant to purchase 250,000 shares of
common stock to complete the purchase. The warrant is exercisable at $1.50 per
share.

         Manufacturing of the Mister Rogers CD/DVD has commenced. We have also
initialized distribution and marketing campaigns.

         Although we currently expect to incur an overall cash flow deficit from
operations of up to $120,000 over the next twelve months, during that time we
also expect to gradually decrease our monthly cash flow deficit by maintaining
overhead at its current level while increasing our revenues from operations.

         Based on the receipt of approximately $335,000 from a recent private
sale of securities, management believes we can continue current business
operations, and continue the current gradual expansion of our operations for the
next twelve months. However, until operating revenues increase significantly, we
will continue to seek outside funding for the purpose of accelerating the
expansion of our operations.

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

                                       16
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

RISK FACTOR

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

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 there under.
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.

                                       17
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

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

         A. On July 1, 2005 the Company issued 13,000 shares of restricted
            common stock to Cameron Associates for consulting services at $1.10
            per share. The $1.10 per share price is consistent with the market
            price of the Company's stock as quoted on the OTC Bulletin Board.

         B. On August 1, 2005 the Company issued 13,000 shares of restricted
            common stock to Cameron Associates for consulting services at $1.10
            per share. The $1.10 per share price is consistent with the market
            price of the Company's stock as quoted on the OTC Bulletin Board.

         C. On September 23, 2005, we consummated the purchase of the fifty
            percent (50%) interest held in the partnership "Songs From The
            Neighborhood-A Tribute To Mr. Rogers" from U Love Kids, Inc. The
            purchase was completed by the Company issuing 212,121 of the
            company's restricted common shares and a three year warrant to
            purchase 250,000 shares of common stock. The warrant is exercisable
            at $1.50 per share.

         D. The Company issued 100,000 shares of restricted common stock to
            Steven Adelstein valued at$0.33 per share. The $0.33 per share price
            is consistent with the market price of the Company's stock as quoted
            on the OTC Bulletin Board on September 23, 2005.

         E. The Company issued 112,121 shares of restricted common stock to
            Tammi Shnider valued at $0.33 per share. The $0.33 per share price
            is consistent with the market price of the Company's stock as quoted
            on the OTC Bulletin Board on September 23, 2005.

         F. The Company issued a three (3) year Warrant to purchase an
            additional 250,000 shares of common stock to Tammi Shnider valued at
            $1.50 per share. The expiration date of the Warrant is December 31,
            2008.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         On October 21, 2005, Martin Berns, the Company's President and CEO
converted $32,000 of current debt owed to him by the Company in exchange for
145,455 restricted shares of the Company's common stock at a per share price of
$0.22. The $0.22 per share price for the conversion of debt owed to Martin Berns
is consistent with the market price of the Company's stock as quoted on the OTC
Bulletin Board on October 19, 2005

                                       18
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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

(a) Exhibits

    31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports On Form 8-K

    o    On January 31, 2005, the Company filed a Form 8-K dated January 31,
         2005 reporting under ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL
         OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS,
         stating that the Company's Board of Directors had elected Thomas Hill
         to serve on its Board of Directors.

    o    On February 16, 2005, the Company filed a Form 8-K dated February 16,
         2005 reporting under ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL
         OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS,
         stating that the Company's Board of Directors had elected Lawrence
         Lipman to serve on its Board of Directors.

    o    On June 24, 2005, the Company filed a Form 8-K dated June 23, 2005
         reporting under ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES,
         stating that the Company consummated to five (5) accredited investors
         the private sale of 700,000 shares of its common stock and three (3)
         year warrants to purchase 175,000 share of common stock at an exercise
         price of $1.00 per share.

    o    On September 26, 2005, the company filed a Form 8-K dated September 29,
         2005 reporting under ITEM 2.01 COMPLETION OF AQUSITION OR DISPOSITION
         OF ASSETS, stating that the Company consummated the purchase of the
         fifty (50%) partnership interest in the Intellectual Property known as
         "Songs From The Neighborhood/The Music of Mister Rogers" from U love
         Kids, Inc. The cost of purchase includes 212,121 shares of the
         Company's restricted common stock and a three year warrant to purchase
         250,000 shares of common stock.

         Under ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES, stating that
         for the purchase of the fifty percent (50%) partnership interest in the
         Intellectual Property "Songs From The Neighborhood/The Music of Mister
         Rogers" the company issued 212,121 of the company's restricted common
         shares valued at $0.33 per share and a three year warrant to purchase
         250,000 shares of common stock at an exercise price of $1.50 per share.

                                       19
<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 4, 2005                  By: /s/ Martin Berns
                                        Martin Berns
                                        President and Chief Executive Officer


Date: November 4, 2005                  By: /s/ James Dyas
                                        James Dyas
                                        Chief Financial Officer


                                       20