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 JUNE 30, 2004
                                            -------------

[ ]  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.
                     ---------------------------------------
                     (Name of small business in its charter)


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


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


                                  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 June 30, 2004, the following shares were outstanding: 7,521,566

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

<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.


                                   FORM 10-QSB
                           Quarter Ended June 30, 2004

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

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

              Condensed Consolidated Balance Sheet
              June 30, 2004 (Unaudited)........................................4

              Condensed Consolidated Statements of Operations (Unaudited)
              For the Three and Six Months Ended June 30, 2004 and 2003........5

              Condensed Consolidated Statements of Cash Flows (Unaudited)
              For the Six Months Ended June 30, 2004 and 2003..................6

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


     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations...................12


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


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings...............................................16


     Item 2 - Changes in Securities and use of Proceeds.......................16


     Item 3 - Default upon Senior Securities..................................16


     Item 4 - Submission of Matters to a Vote of Security Holders.............16


     Item 6 - Exhibits and Reports on Form 8-K................................16


Signatures....................................................................17




                                        2
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

(a) The unaudited financial statements of registrant for the six months ended
June 30, 2004, follow. The financial statements reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the results
for the interim period presented.


                        MEDIANET GROUP TECHNOLOGIES, INC.


                              FINANCIAL STATEMENTS


                           Quarter Ended June 30, 2004


                                    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........................7-11





                                        3
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

                                     ASSETS
Current assets:
     Cash and cash equivalents .................................    $     1,188
     Accounts receivable - net .................................         19,750
     Prepaid expenses ..........................................          5,154
                                                                    -----------

           Total current assets ................................         26,092
                                                                    -----------

Property and equipment - net ...................................          3,648
                                                                    -----------

Other assets:
     Website and software development costs - net ..............         55,909
     Trademark - net ...........................................          2,800
     Licenses and agreements ...................................        875,000
                                                                    -----------

           Total other assets ..................................        933,709
                                                                    -----------

           Total assets ........................................    $   963,449
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities ..................    $   105,921
     Due to stockholders .......................................        119,357
                                                                    -----------

           Total current liabilities ...........................        225,278

Other liabilities:
     Due to stockholders .......................................         30,857
                                                                    -----------

           Total liabilities ...................................        256,135
                                                                    -----------
Commitments and contingencies

Stockholders' equity
     Common stock - $.001 par value;
         50,000,000 shares authorized;
         7,521,566 shares issued and outstanding ...............          7,522
     Additional paid-in-capital ................................      2,517,192
     Deficit ...................................................     (1,817,400)
                                                                    -----------

           Total stockholders' equity ..........................        707,314
                                                                    -----------

           Total liabilities and stockholders' equity ..........    $   963,449
                                                                    ===========

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

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

                                       Three                   For The Six
                                   Months Ended                Months Ended
                                     June 30,                    June 30,
                                     --------                    -------
                                 2004         2003          2004         2003
                                 ----         ----          ----         ----

Revenues ..................  $   38,186   $   12,731    $   50,101   $   25,890

Cost of sales .............      13,035       21,005        30,454       42,189
                             ----------   ----------    ----------   ----------

     Gross income (loss) ..      25,151       (8,274)       19,647      (16,299)

Operating expenses ........      72,717       35,248       151,553       72,855
                             ----------   ----------    ----------   ----------

     Loss from operations .     (47,566)     (43,522)     (131,906)     (89,154)

Other expenses:
  Interest expense ........      20,000       10,000        30,000       20,456
                             ----------   ----------    ----------   ----------

         Net loss .........  $  (67,566)  $  (53,522)   $ (161,906)  $ (109,610)
                             ==========   ==========    ==========   ==========

Basic and diluted net loss
  per share ...............  $     (.01)  $     (.01)   $     (.02)  $     (.02)
                             ==========   ==========    ==========   ==========

Weighted average number of
  common shares outstanding   7,521,566    6,539,064     6,775,687    6,539,064
                             ==========   ==========    ==========   ==========

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

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

                                                            For the Six Months
                                                               Ended June 30,
                                                            ------------------
                                                              2004       2003
                                                              ----       ----
Cash flows from operating activities:
     Net cash used in operating activities: .............  $ (72,369)  $(52,926)
                                                           ---------   --------

Cash flows from financing activities:
     Proceed from issuance of common stock ..............          -     68,850
     Due to shareholders, net ...........................     65,542    (14,309)
                                                           ---------   --------

     Net cash provided by financing activities ..........     65,542     54,541
                                                           ---------   --------

Net increase (decrease) in cash and cash equivalents ....     (6,827)     1,615

Cash and cash equivalents - beginning of period .........      8,015        367
                                                           ---------   --------

Cash and cash equivalents - end of period ...............  $   1,188   $  1,982
                                                           =========   ========


Noncash disclosure:
     Conversion of debt to equity .......................  $ 695,000   $      -
                                                           =========   ========

                 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 American for interim financial
       information and with the instructions to Form 10-QSB and Item 310 of
       Regulation SB. Accordingly, they do not include all of the information
       and footnotes required by accounting principles generally accepted in the
       United States of America for annual financial statements. In the opinion
       of management, all adjustments (consisting of normal recurring accruals)
       considered necessary for a fair presentation have been included. The
       consolidated operating results for the six months ended June 30, 2004 are
       not necessarily indicative of the results that may be expected for the
       year ending December 31, 2004. For further information, refer to the
       financial statements and footnotes thereto included in the Form 10-KSB/A
       for the year ended December 31, 2003.

       NATURE OF BUSINESS

       The Company was incorporated on June 4, 1999 in the State of Nevada as
       Clamshell Enterprises, Inc. ("Clamshell") and was organized for the
       purpose for creating a corporate vehicle to locate and acquire an
       operating business.

       On April 1, 2003, Clamshell changed its name to MEDIANET GROUP
       TECHNOLOGIES, INC. ("MEDIANET" or the "Company").

       Shutterport, Inc. ("Shutterport") formerly named Eshutterbug.com, Inc., a
       Florida corporation, was founded February 4, 2000. The Company was formed
       to become an online provider of branded, business to business and
       business to consumer web portals to a variety of businesses. The Company
       will act as an aggregator (to bring in a variety of interests to the
       portal), facilitator (to assist users in communicating with each other)
       and infomediary (to gather and supply information to users). The Company
       is also developing a loyalty rewards program ("BSP rewards") and intends
       to sign member providers and merchants during its initial launch
       anticipated in 2004. The Company will charge merchants participating in
       BSP rewards, a percentage of the value of transactions it does.

       MERGER

       By a stock purchase agreement dated February 3, 2003 and approved by the
       board of directors effective March 31, 2003, ("Merger Date"), MEDIANET
       issued 5,926,662 shares of restricted common stock to the shareholders of
       Shutterport, in exchange for 100% of the issued and outstanding shares of
       Shutterport. Since the former stockholders of Shutterport owned a
       majority of the issued and outstanding shares of common stock of
       Clamshell after the merger and private placement of Clamshell stock, this
       transaction was accounted for as a recapitalization of Shutterport,
       whereby Shutterport, is deemed to be the accounting acquirer and has
       adopted the capital structure of Clamshell.

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


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       MERGER (Continued)

       The Company's future operations are subject to all of the risks inherent
       in the establishment of a new business enterprise. At June 30, 2004,
       current liabilities exceeded current assets by $199,186.

       The financial statements have been prepared on the basis that the Company
       will continue as a going concern, which contemplates the realization and
       satisfaction of liabilities and commitments in the normal course of
       business. At June 30, 2004, the Company had an accumulated deficit of
       $1,817,400. The Company also realized net losses of $161,906 and $109,610
       for the six months ended June 30, 2004 and 2003, 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.

       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

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

       USE OF ESTIMATES

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

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


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       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,
       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. No impairments have been recorded for the six months ended June
       30, 2004 and 2003.

       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 June 30, 2004.

2. LOSS PER SHARE

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

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

                                                     For the Six
                                                     Months Ended
                                                       June 30,
                                                     ------------
                                                  2004          2003
                                                  ----          ----

       NUMERATOR FOR BASIC AND DILUTED LPS
          Net loss to common shareholders ..  $  (161,906)  $  (109,610)
                                              ===========   ===========

       DENOMINATOR FOR BASIC AND DILUTED LPS
          Weighted average shares of common
            stock outstanding ..............    6,775,687     6,539,064
                                              ===========   ===========

       LPS - Basic and diluted .............  $      (.02)  $      (.02)
                                              ===========   ===========

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


3. EQUIPMENT

       Equipment, at cost, consists of at June 30, 2004:

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

          Less: accumulated depreciation .....................     13,615
                                                                  -------

               Total .........................................    $ 3,648
                                                                  =======

       Depreciation expense for the six months ended June 30, 2004 and 2003 was
       $1,726.

4. INCOME TAXES

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

       As of June 30, 2004, the Company has available a federal net operating
       loss carryforwards to offset future taxable income. The federal net
       operating loss carryforwards of approximately $ 1,817,000 to expire
       during the years 2020 through 2025.

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

5. 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.

6. LEGAL PROCEEDINGS

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

                                       10
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7. COMMITMENTS AND CONTINGENCIES

       During the period of January 1, 2004 through June 30, 2004, the Company
       has signed Reseller and/or Member Provider Agreements the ("Agreements")
       with various individuals or companies. These agreements allow companies
       to become Resellers 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. Compensation to the resellers
       should be made within 30 days of receipt of cleared funds.

       The Company has signed a Rights Acquisition Agreement with Good Times
       Entertainment granting them a license to manufacture and distribute 40 of
       the Howdy Doody episodes to retailers and on the internet.

       The Company has also signed a 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.

8. CONVERSION OF NOTE PAYABLE

       On June 30, 2004, the principal amount of the $675,000 note payable
       ("Note"), plus the accrued, unpaid interest through June 30, 2004
       amounting to $20,000, was converted to 750,000 shares of the Company's
       common stock.

9. SUBSEQUENT EVENTS

       On July 31, 2004, Martin Berns, the Company's President and CEO,
       converted $103,750 of current debt and $20,000 of accrued salary owed to
       him by the Company, for an aggregate amount of $123,750, in exchange for
       75,000 restricted shares of the Company's shares of common stock at a per
       share price of $1.65. The $1.65 per share price for the conversion of
       debt owed to Martin Berns is consistent with the proposed maximum
       offering price per share in the Company's Form SB-2 Registration
       Statement and related amendments (SEC File No. 333-105792) as filed with
       the U.S. Securities and Exchange Commission.

                                       11
<PAGE>

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

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

OVERVIEW

Clamshell Enterprises, Inc. was organized under the laws of the State of Nevada
on June 4, 1999 as a "blind pool" or "blank check" company whose business plan
was to seek to acquire a business opportunity through completion of a merger,
exchange of stock, or similar type of transaction. On 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 ShutterPort, Inc., a Florida corporation, in a share
exchange transaction. The former stockholders of ShutterPort 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 ShutterPort became our wholly-owned subsidiary, the
transaction was accounted for as a recapitalization of ShutterPort, whereby
ShutterPort was deemed to be the accounting acquirer and was deemed to have
adopted our capital structure. Therefore, in our audited financial statements
for the year ended December 31, 2003, which are included in this Prospectus, the
financial information for periods prior to March 31, 2003 is that of ShutterPort
alone, and the financial information as of December 31, 2003, and for periods
after March 31, 2003, is that of Clamshell and ShutterPort consolidated.

All of our current operations are carried on through ShutterPort and its
operating divisions. We anticipate that all planned future operations will also
be carried on through ShutterPort and its operating divisions.

RESULTS OF OPERATIONS

We currently have limited business operations primarily related to development
of our Brand-A-Port application software. This software has been in development
for approximately 18 months and during this period we have sold a total of
approximately 30 internet web portals at an average price of $995. We also
receive a monthly fee of $79 per month for hosting and maintenance of these
internet web portals.

                                       12
<PAGE>

We have been developing the BSP Rewards program during 2003. The development and
beta testing of this program was completed in December 2003, and initial
operations commenced in January 2004. These consisted primarily of a sale
program offering the BSP Rewards program application to companies,
organizations, and retail merchants, including both merchants with physical
store locations. To date, no significant revenues have been generated.

On January 5, 2003, we completed the acquisition of 130 color episodes of the
1970's Howdy Doody television show. We intend to market this intellectual
property through video sales and television and radio syndication. The purchase
price for this acquisition consisted of a promissory note in the original
principal amount of $675,000 plus issuance of 200,000 shares of our common
stock. The promissory note bears an annual interest rate of approximately 6% and
the total principal amount of the note matures on January 5, 2012. We have the
option of paying the interest due under this note either in cash or through
issuance of shares of our common stock. If we elect to make payment of interest
through issuance of shares, the number of shares is computed based on 60% of the
average bid price for our common stock for the 10 trading days ending on the
interest payment date.

During the first quarter of 2003 we completed the sale of 1800 videos to a video
wholesaler for resale through two catalogs.

As of June 30, 2004, we had cash on hand of approximately $1,188, but we are
operating on a cash flow deficit of approximately $10,000 to $12,500 per month.
For the quarter ended June 30, 2003, we had gross revenues from operations of
$12,731, and a net loss of $53,522. For the quarter ended June 30, 2004, we had
gross revenues from operations of $38,186, and a net loss of $67,566.

During the quarter ended June 30, 2003, net cash used in operations was $52,926,
and during the quarter ended June 30, 2004, net cash used in operations was
$72,369. We currently maintain a low overhead of approximately $20,000 per month
primarily by paying minimal remuneration to management, hiring consultants as
needed and by maintaining operating expenses at a low level. However, our
operations are not yet profitable, and we continue to require additional funding
in order to continue business operations.

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt and equity transactions with
management. As a result, as of June 30, 2004, we had outstanding loans from
stockholders totaling approximately $119,357, which consists of two short term
notes in the amounts of $84,757 and $34,600. Each note bears an annual interest
rate of 6.750%, payable monthly. The maturity dates of these notes is January 1,
2005, and the notes will become non-interest bearing if fully repaid by March 1,
2005. Any outstanding balances after March 1, 2005, will bear an annual interest
rate of 6%. Upon mutual agreement between the stockholders and the Company,
these notes are convertible on a quarterly basis, into restricted common shares
valued at $1.65 per share.

                                       13
<PAGE>

PLAN OF OPERATION

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

o        Brandaport www.brandaport.com

o        BSP Rewards www.bsprewards.com

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

o        MediaNet Group Technologies www.MediaNet Group

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

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

The Company completed the initial development and beta testing of its BSP
program at the end of December 2003. Subsequently the Company has signed
Reseller and/or Member Provider Agreements with 21 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 believes it will begin to receive limited
revenues from these sales during the 2nd quarter of 2004.

The Company has signed a Rights Acquisition Agreement with Good Times
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the internet. Good Times Entertainment
is expected to commence sales efforts in the first 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 Good Times 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 and expects to begin 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.

                                       14
<PAGE>

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. In
order to minimize the cash flow deficit, Martin Berns, CEO, has agreed to
continue to defer the salary otherwise payable to him under his employment
agreement until January 1, 2005. On October 1, 2003, he also entered into an
agreement with the Company contractually binding himself to fund the potential
cash flow deficit over the succeeding 12 months, by advancing a maximum of an
additional $120,000, as necessary to fund the operating deficit. Since October
1, 2003, he has advanced a total of approximately $30,857 pursuant to this
commitment. Any such advances shall be treated as non-interest bearing loans if
repaid on or before March 1, 2005. Thereafter, any unpaid balance will bear
interest at the rate of 6% per annum until paid in full. Upon mutual agreement
with Company, Mr. Berns also has the right to convert his advances into shares
of Company common stock at a price of $1.65 per share.

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

Although 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 with no increased overhead, we intend to direct our
greatest emphasis toward marketing of the BSP Rewards program because management
believes it currently has the greatest potential for growth and production of
revenue.

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.

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<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

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

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On June 30, 2004, the principal amount of the $675,000 note payable
         ("Note"), plus the accrued, unpaid interest through June 30, 2004
         amounting to $20,000, was converted to 750,000 shares of the Company's
         common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

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

         (a)  Exhibits

              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

              None


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                                   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: August 12, 2004                     By: /S/  MARTIN BERNS
                                          Martin Berns
                                          President and Chief Executive Officer


Date: August 12, 2004                     By: /S/  IVAN BIAL
                                          Ivan Bial
                                          Director, Secretary and
                                          Principle Financial Officer





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