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, 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 August 5, 2005, the following shares were outstanding: 8,741,112

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

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.


                                   FORM 10-QSB
                           Quarter Ended June 30, 2005

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

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

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

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

              Condensed Consolidated Statements of Cash Flows (Unaudited)
              For the Six Months Ended June 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 (Unaudited).......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..................................19


     Item 4 - Submission of Matters to a Vote of Security Holders.............19


     Item 5 - Other Information ..............................................19


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


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


                                        2
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                        MEDIANET GROUP TECHNOLOGIES, INC.


                              FINANCIAL STATEMENTS


                           Quarter Ended June 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
                                  June 30, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash and cash equivalents....................................     $   222,689
  Prepaid expenses.............................................           4,027
                                                                    -----------

          Total current assets.................................         226,716
                                                                    -----------

Property and equipment - net ..................................             489
                                                                    -----------

Other assets:
  Website and software development costs - net ................          10,817
  Trademark - net .............................................           3,000
  Film Library ................................................         865,449
  Investment Joint Venture ....................................          55,829
                                                                    -----------

          Total other assets ..................................         935,095
                                                                    -----------

          Total assets ........................................     $ 1,162,300
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities.....................     $   101,606
  Due to stockholder ..........................................          43,337
                                                                    -----------

          Total current liabilities ...........................         144,943
                                                                    -----------



          Total liabilities....................................         144,943
                                                                    -----------

Stockholders' equity
  Common stock - $.001 par value, 50,000,000 shares authorized;
    8,715,112 shares issued and outstanding ...................           8,716
  Additional paid-in-capital ..................................       3,292,619
  Additional paid-in-capital (stock options)...................          40,357
  Accumulated Deficit..........................................      (2,324,335)
                                                                    -----------

          Total stockholders' equity...........................       1,017,357
                                                                    -----------

          Total liabilities and stockholders' equity ..........     $ 1,162,300
                                                                    ===========

                 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 Six Months Ended
                                                June, 30                      June, 30
                                                --------                      --------
                                           2005           2004           2005           2004
                                           ----           ----           ----           ----
<S>                                    <C>            <C>            <C>            <C>
Revenues
  Sales revenues ...................   $    13,177    $    38,186    $    51,582    $    50,101

Cost of sales ......................        37,325         13,035         47,925         30,454
                                       -----------    -----------    -----------    -----------

Gross income (loss) ................       (24,148)        25,151          3,657         19,647

Operating expenses .................       152,910         72,717        336,893        151,553
                                       -----------    -----------    -----------    -----------

Loss from operations ...............      (177,058)       (47,566)      (333,236)      (131,906)

Other income (expense)
  Interest expense .................             -         20,000              -         30,000
                                       -----------    -----------    -----------    -----------
Total other income (expense) .......             -         20,000              -         30,000

          Net loss .................   $  (177,058)   $   (67,566)   $  (333,236)   $  (161,906)
                                       ===========    ===========    ===========    ===========

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

Weighted average number of
  common shares outstanding ........     8,043,958      7,521,566      7,926,469      6,775,687
                                       ===========    ===========    ===========    ===========

                         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 Six Months
                                                             Ended June 30,
                                                           ------------------
                                                           2005          2004
                                                           ----          ----
Cash Flows from operating activities:
   Net Loss ........................................    $(333,236)    $(161,906)
Adjustments to reconcile net loss to
 net cash used in operations:
   Depreciation and amortization ...................       29,135        25,072
   Stock issued for services .......................      117,960             -
   Stock options issued for services ...............       25,285             -
Changes in operating liabilities and assets:
   Accounts receivable .............................          851       (19,750)
   Prepaid expense .................................       (3,259)         (285)
   Accounts payable and accrued liabilities ........      (16,630)       84,500

                                                        ---------     ---------
Net cash used in operations ........................     (179,894)      (72,369)

Cash Flows from investing activities:
   Investment in joint venture .....................      (53,329)            -
                                                        ---------     ---------
      Net cash used in investing activities ........      (53,329)            -

Cash flows from financing activities:

   Stock issued for cash ...........................      397,982             -
   Net proceeds from due to stockholders ...........       42,768        65,542
                                                        ---------     ---------
      Net cash provided by financing activities ....      440,750        65,542
                                                        ---------     ---------

Increase (Decrease) in cash and cash equivalents ...      207,527        (6,827)

Cash and cash equivalents, beginning of period .....       15,162         8,015
Cash and cash equivalents, end of period ...........      222,689         1,188
                                                        =========     =========

Supplemental disclosures of cash flow information:

   Cash paid for interest ..........................    $       -     $       -
                                                        =========     =========
   Cash paid for income taxes ......................    $       -     $       -
                                                        =========     =========
Non-cash financing transactions:
   Stock issued for services .......................    $ 117,960             -
                                                        =========     =========
   Stock options issued for services ...............    $  25,285             -
                                                        =========     =========
   Stock issued for repayment of due to shareholder     $  52,028
                                                        =========     =========
   Stock issued for film library ...................            -       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 six months ended June 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 June 30, 2005,
      current assets exceeded current liabilities by $81,773.

      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, 2005, the Company had an accumulated deficit of
      $2,324,335. The Company also realized net losses of $333,236 and $161,906
      for the six months ended June 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 June
      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
                                             -------
      Total Outstanding Warrants             645,000
                                             =======

      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 expiration date of January 21, 2010.

   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, 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 June 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 June 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 June 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.

      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.

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

4. CAPITAL STOCK

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

5. LEGAL PROCEEDINGS

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

6. 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 June 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.

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

7. CONSULTING AND SALES AGREEMENTS (Continued)

      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
      June 30, 2005 we have issued 54,000 shares at $1.10 per share. This has
      resulted in a charge to consulting expense of $59,400 as of June 30.

      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 June 30, we have
      issued 33,000 shares to Richard P. Stanton and 33,000 shares to Richard H.
      Walker at $0.55 per share. This has resulted in a charge to consulting
      expense of $36,300 as of June 30.

8. JOINT VENTURE

      On December 11, 2004 the Company, using its dba "Memory Lane Syndication",
      entered into an agreement with U Love Kids 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. As of JUNE 30,
      2005 the Company had invested $55,829 into the venture, which had not yet
      begun operations. The Company will account for its 50% of the venture
      using the equity method of accounting in accordance with EITF 02-14.

9. REVENUE RECOGNITION

      The Company recognizes revenue when there is pervasive 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 June 30, 2005 and 2004 related
      to licensing agreements of the Company's film library totaled $12,721 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.

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

10. RECENT DEVELOPMENTS

      On January 21, 2005, the Company issued options to purchase 50,000 shares
      of common stock to two directors. The options are exercisable at $0.45 per
      share, which represents 50% of the closing bid price per share of the
      company's common stock on January 21, 2005. The options have an expiration
      date of January 21, 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
             -------         ----------------         ----------------
             16,666          January 21, 2005              $11,833
             16,666          January 21, 2006              $11,833
             16,668          January 21, 2007              $11,834

      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                         3.85%
                 Dividend yield                        0.00%
                 Expected volatility                   83.2%
                 Expected life in years                  5

      On June 23, 2005, we consummated the private sale of seven units, each
      unit consisting of 100,000 shares of common stock and a three-year warrant
      to purchase an additional 25,000 shares. Such warrants are exercisable at
      $1.00 per share. The per unit cost was $55,000. The offering was made
      through Lempert Brothers International U.S.A., Inc. acting as underwriter.
      The total offering price was $385,000. The underwriter received a
      commission of $30,800, reimbursement of expenses totaling $11,368,
      including underwriter's legal fees of $5,518, and five-year warrants to
      purchase 70,000 shares of common stock, 56,000 exercisable at $.55 per
      share and 14,000 exercisable at $1.00 per share. A charge against earnings
      of $22,260 has been recorded in the period ending June 30, 2005 for the
      Warrants issued to the underwriter for their services.

      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                         3.85%
                 Dividend yield                        0.00
                 Expected volatility                   107 %
                 Expected life in years                3-5

11. SUBSEQUENT EVENTS

      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 August 1, 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.

      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

      Our current operations are primarily related to our BSP Rewards and
Brand-A-Port application software. This software was in development for
approximately 30 months and during that period we sold a total of 35 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. The program
is out of development and is fully operational.

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

      Operating expenses were $336,893 during the six months ended June 30, 2005
as compared to $151,553 for the same period in 2004, an increase of $185,340 or
122%. The major increase is attributable to the increased cost of consulting
fees of $180,655 (see notes 7 & 10) and Amortization of the Howdy Doody Film
Library of $4,356.

      As of June 30, 2005, we had cash on hand of approximately $222,689. For
the quarter ended June 30, 2004, we had gross revenues from operations of
$50,101, and a net loss of $72,369. For the quarter ended June 30, 2005, we had
gross revenues from operations of $51,582, and a net loss of $333,236.

      During the quarter ended June 30, 2004, net cash used in operations was
$106,270, and during the quarter ended June 30, 2005, net cash used in
operations was $179,894. However, our operations are not yet profitable, and we
continue to require additional funding in order to continue business 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.

      During the period January 1, 2005 through June 30, 2005 management has
provided an additional $ 43,337 of short term financing.

                                       14
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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 believes it will begin to receive limited revenues from
these sales during the 2nd quarter of 2005.

                                       15
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

      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.

      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. Management believes BSP Rewards has the greatest
potential for growth and production of revenue.

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.

                                       16
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

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 April 1, 2005 the company issued 15,000 shares of restricted common
         stock to Cameron Associates for consulting services at $1.10 per share.

      B. On May 1, 2005 the Company issued 11,000 shares of restricted common
         stock to Cameron Associates for consulting services at $1.10 per share.

      C. On May 19, 2005 the company issued 10,000 shares of restricted common
         stock to Cosmo Palmieri at $0.25 per share.

      D. On June 1, 2005 the Company issued 13,000 shares of restricted common
         stock to Cameron Associates for Consulting services at $1.10 per share.

      E. On June 16, 2005 the Company issued 33,000 shares to Richard Stanton
         pursuant to a consulting agreement for services at $0.55 per share.

         On June 16, 2005 the Company issued 33,000 shares to Richard Walker
         pursuant to a consulting agreement for services at $0.55 per share.

      F. On June 23, 2005 the Company consummated the private sale of seven (7)
         units, each unit consisting of 100,000 shares of restricted common
         stock and a 3 year warrant to purchase 25,000 shares of common stock at
         an exercise price of $1.00 per share to a group of accredited investors
         (Gregory Fortunoff 100,000 shares, Michael Cahr 200,000 shares, and
         Sandra Pessin 400,000 shares) at $55,000 per unit.

         The shares were sold through Lempert Brothers International, USA Inc.,
         acting as underwriter.

         The total offering price was $385,000.00. The underwriter received a
         commission of $30,800., reimbursement of expenses of $11,368, including
         underwriter's legal fees of $5,518, and warrants to purchase 70,000
         shares of common stock, 56,000 exercisable at $0.55 per share and
         14,000 exercisable at $1.00 per share.

         See note 1 of the notes to financial statements for information
         regarding the warrants issued to investors and the underwriter.

      G. The registrant relied on the exemptions from registration provided by
         Regulation D of the General Rules and Regulations promulgated under the
         Securities Act of 1933 and Section 4 (2) of such Act in connection with
         the sale of securities set forth in A through F above.

                                       18
<PAGE>
                        MEDIANET GROUP TECHNOLOGIES, INC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.


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

      The Company held its annual Meeting of Stockholders on July 28, 2005. The
following matters were voted upon at the Annual Meeting of Shareholders.


      1. Election of a Board of Directors

                                        Number of Shares Voted
                                        ----------------------
            NAME                           FOR        WITHHELD
      ---------------                   ---------     --------

      Eugene H. Berns - Chairman        5,057,998        0
      Martin A. Berns                   5,057,998        0
      James M. Dyas                     5,057,998        0
      Ivan Bial                         5,057,998        0
      Joseph Porrello                   5,057,998        0
      Dennis Lane                       5,057,998        0
      Thomas Hill                       5,057,998        0
      Lawrence Lipman                   5,057,998        0


      2. Ratification of Incentive and Non-Statutory Stock Option Plan

                                              Number of Shares Voted
                                        ---------------------------------
                                           FOR        Against     Abstain
                                        ---------     -------     -------

      MediaNet Group Technologies, Inc
      Incentive and Non-Statutory
      Stock Option Plan                 5,057,998        0           0


ITEM 5. OTHER INFORMATION

      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 August 1, 2005. The options have an expiration of August 1, 2010 and
vest over a two year period.

                                       19
<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.

                                       20
<PAGE>
                                   SIGNATURES

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

                                       MEDIANET GROUP TECHNOLOGIES, INC.


Date: August 15, 2005                  By: /s/  Martin Berns
                                           Martin Berns
                                           President and Chief Executive Officer


Date: August 15, 2005                  By: /s/ James Dyas
                                           James Dyas
                                           Chief Financial Officer



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