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

                                   FORM 10-Q/A

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 2008

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

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

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

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

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

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

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

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

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

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

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

At May 2, 2008, the number of shares outstanding of the registrant's common
stock, $0.001 par value the only class of voting stock), was 19,496,736

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                                   FORM 10-Q/A
                          Quarter Ended March 31, 2008

                                Table of Contents

                                                                            PAGE
PART I - FINANCIAL INFORMATION                                              ----

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

      Condensed Consolidated Balance Sheets
      March 31, 2008 (unaudited) and December 31, 2007 .....................   3

      Condensed Consolidated Statements of Operations (Unaudited)
      For the Three Months ended March 31, 2008 and 2007 ...................   4

      Condensed Consolidated Statements of Cash Flows (Unaudited)
      For the Three Months Ended March 31, 2008 and March, 2007.............   5

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

   Item 2 - Management's Discussion and Analysis of Plan of Operation
            Financial Condition and Results of Operations ..................  16

   Item 3 - Quantitative and Qualitative Disclosures about Market risk .....  18

   Item 4 - Controls and Procedures ........................................  19

PART II - OTHER INFORMATION

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

   Item 1A - Risk Factors ..................................................  20

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds ....  23

   Item 3 - Default upon Senior Securities .................................  23

   Item 4 - Submission of Matters to a Vote of Security Holders ............  23

   Item 5 - Other Information ..............................................  23

   Item 6 - Exhibits and Reports on Form 8-K ...............................  23

Signatures .................................................................  24

                                       2
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                      March 31,    December 31,
                       ASSETS                           2008           2007
                                                      Restated
                                                    ------------   ------------
Current assets
   Cash and cash equivalents .....................  $    122,780   $    230,580
   Accounts receivable ...........................        31,690          3,931
   Inventory .....................................        54,152         33,893
                                                    ------------   ------------
Total current assets .............................       208,622        268,404
                                                    ------------   ------------
Property, plant & equipment
   Computer equipment ............................        40,388         39,329
   Accumulated depreciation ......................       (27,520)       (25,964)
                                                    ------------   ------------
Net property, plant and equipment ................        12,868         13,365
                                                    ------------   ------------

Other assets
   Trademark .....................................         2,025          2,100
                                                    ------------   ------------
Total other assets ...............................         2,025          2,100
                                                    ------------   ------------

Total assets .....................................  $    223,515   $    283,869
                                                    ============   ============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
   Accounts payable and accrued liabilities ......  $    315,663   $    300,394
   Deferred revenue ..............................        81,144         79,535
                                                    ------------   ------------
Total current liabilities ........................       396,807        379,929
                                                    ------------   ------------
Stockholders' deficiency
   Common stock: par value $.001; 50,000,000
   shares authorized; 19,496,736 shares issued
   and outstanding as of March 31,2008 ...........        19,497         18,922
   Treasury stock; 1,360,830 shares at cost ......       (13,608)       (13,608)
   Additional paid in capital ....................     5,207,931      5,147,756
   Subscription receivable .......................             -        (88,000)
   Accumulated deficit ...........................    (5,387,112)    (5,161,130)
                                                    ------------   ------------
Total stockholders' deficiency ...................      (173,292)       (96,060)
                                                    ------------   ------------

Total liabilities and stockholders' deficiency ...  $    223,515   $    283,869
                                                    ============   ============

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

                                        3
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       For the Three months
                                                          ended March 31,
                                                    ---------------------------
                                                        2008           2007
                                                      Restated
                                                    ------------   ------------
Revenues
   Sales revenues ................................  $    493,963   $    172,530
   Cost of sales .................................       401,112        198,756
                                                    ------------   ------------
      Gross profit ...............................        92,851        (26,226)

Operating expenses
   Consulting fees ...............................       100,400         33,253
   Other selling and administrative expenses .....       218,472        144,776
                                                    ------------   ------------
Total operating expenses .........................       318,872        178,029

Loss from operations .............................      (226,021)      (204,255)

Interest Income ..................................            39            382
                                                    ------------   ------------

Net loss .........................................  $   (225,982)  $   (203,873)
                                                    ============   ============

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

Weighted average number of shares outstanding ....    17,844,697     11,836,363
                                                    ============   ============

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

                                        4
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       For the Three months
                                                          ended March 31,
                                                    ---------------------------
                                                        2008           2007
                                                      Restated
                                                    ------------   ------------
Cash flows from operating activities:
   Net loss ......................................  $   (225,982)  $   (203,873)
   Adjustments to reconcile net loss to
    net cash used in operations:
      Depreciation and amortization ..............         1,631            888
      Stock and warrants issued for services .....        90,749         10,000
      Stock options issued for services ..........             -          7,770
      Changes in operating liabilities and assets:
         Accounts receivable .....................       (27,759)         4,822
         Inventory ...............................       (20,259)          (929)
         Prepaid expenses ........................             -         (6,420)
         Accounts payable and accrued liabilities         15,269         12,711
         Deferred revenue ........................         1,610         23,398
                                                    ------------   ------------
Net cash used in operations ......................      (164,741)      (151,633)

Cash flows from investing activities:
   Purchase of fixed assets ......................        (1,059)             -
                                                    ------------   ------------
      Net cash used in investing activities ......        (1,059)             -

Cash flows from financing activities:
   Stock issued for cash .........................             -        110,400
      Subscription receivable ....................        58,000              0
                                                    ------------   ------------
      Net cash provided by financing activities ..        58,000        110,400

   Increase (decrease) in cash and cash
    equivalents ..................................      (107,800)       (41,233)

   Cash and cash equivalents, beginning of period        230,580        153,346
                                                    ------------   ------------
   Cash and cash equivalents, end of period ......  $    122,780   $    112,113
                                                    ============   ============

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

                                        5
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and item 8-03 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals)considered necessary for a fair presentation have
been included. The consolidated operating results for the three months ended
March 31, 2008 is not necessarily indicative of the results that may be expected
for the year ending December 31, 2008. For further information, refer to the
financial statements and footnotes thereto included in the Form 10-KSB for the
year ended December 31, 2007.

NATURE OF BUSINESS

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

The Company developed a loyalty rewards web mall program ("BSP Rewards") and
began to sign member providers and merchants during its initial launch year
2005. The Company private brands the loyalty and reward program for companies,
for profit and non- profit organizations, internet retailers and debit/credit
card issuers for which it charges a fee. The Company receives a percentage of
each merchant retail transaction it processes through the mall directly from
that merchant or its affiliated provider.

CAPITAL RESOURCES AND BUSINESS RISKS

The Company's future operations are subject to all of the risks inherent in the
establishment of a business enterprise. At March 31, 2008, current liabilities
exceeded current assets by $188,185 and at December 31, 2007 current liabilities
exceeded current assets by $111,525.

The financial statements have been prepared on the basis that the Company will
continue as a going concern, which contemplates the realization of assets and
satisfaction of liabilities and commitments in the normal course of business. At
March 31, 2008, the Company had an accumulated deficit of $5,387,112. At
December 31, 2007, the Company had an accumulated deficit of $5,161,130.The
Company also realized net losses of $225,982 and $203,873 for the three months
ended March 31, 2008 and 2007, respectively.

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

                                        6
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CONTROL BY PRINCIPAL STOCKHOLDERS

The directors, executive officers and their affiliates or related parties, if
they voted their shares uniformly, may have the ability to control the approval
of most corporate actions, including increasing the authorized capital stock of
the Company and the dissolution, merger or sale of the Company's assets.

STOCK TRANSACTIONS AND OUTSTANDING WARRANTS AND OPTIONS

On January 1, 2006, the Company adopted FAS-123R. In March 2005, the SEC staff
expressed their views with respect to FAS-123R in Staff Accounting Bulletin No.
107, Share-Based Payment ("SAB 107"). SAB 107 provides guidance on valuing
options. The impact of FAS-123R for the three months ended March 31, 2008 was to
record a non-cash compensation expense of $90,749. The adoption of FAS-123R had
no effect on cash flow from operations or cash flow from financing activities
for the three months ended March 31, 2008. FAS-123R requires the cash flows from
tax benefits resulting from tax deductions in excess of the compensation cost
recognized for those options ("excess tax benefits") to be classified as
financing cash flows. Prior to the adoption of FAS-123R, excess tax benefits
would have been classified as operating cash inflows. The Company has not
recognized, and does not expect to recognize in the near future, any tax benefit
related to stock-based compensation costs as a result of the full valuation
allowance on our net operating loss carry forwards.

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

                                        7
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As of March 31, 2008, the Company had outstanding warrants to purchase up to
787,000 shares of common stock. These securities give the holder the right to
purchase shares of the Company's common stock in accordance with the terms of
the instrument.

                                                       Warrants
                                                       --------
                  Balance, January 1, 2008 .......     787,000
                  Issued .........................           -
                  Cancelled ......................           -
                                                       -------
                  Balance March 31,2008 ..........     787,000
                                                       =======

The following table provides certain information with respect to the above
referenced warrants outstanding at March 31, 2008:

                                Weighted                     Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
        $0.10-$1.00               $0.90                         3.4


                                                       Options
                                                       -------
                  Balance, January 1, 2008 .......     225,000
                  Issued .........................           -
                  Exercised/Cancelled ............           -
                                                       -------
                  Balance March 31,2008 ..........     225,000
                                                       =======

The following table provides certain information with respect to the above
referenced options outstanding at March 31, 2008:

                                Weighted                     Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
        $0.18-$0.45               $0.30                         2.6

                                       8
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On January 11, 2008, the Company issued as compensation 75,000 restrictive
common shares for past consulting services. A restrictive legend was placed on
all the certificates issued. Said stock was valued at $0.18 per common share.

On February 22, 2008 the Company issued 500,000 shares of restricted common
stock for services rendered as follows:

Martin A Berns - CEO, Director .........................          150,000 shares
Robert F Hussey - Director .............................           50,000 shares
Brent Gephart - Director ...............................           50,000 shares
Bruce L Hollander - Director ...........................           50,000 shares
Thomas C Hill - Director ...............................           50,000 shares
Eugene H Berns - Director ..............................           50,000 shares
Alfred Fernandez - CFO .................................           50,000 shares
James C Yagielo - IT Director ..........................           50,000 shares
                                                                  -------
Total shares ...........................................          500,000
                                                                  =======

A restrictive legend was placed on all the certificates issued. Said stock was
valued at $0.15 per common share.

USE OF ESTIMATES

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

SIGNIFICANT ESTIMATES

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

                                        9
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RESTATEMENT

         On February 22, 2008, we issued five hundred thousand (500,000) shares
as 2008 compensation to members of the Board, officers and employees. Said
issuance was made under a Contract executed between the Company and the Parties
receiving the restrictive common shares.

         Under generally accepted accounting principles, the issuance of any of
such shares to any of our employees, officers or member of the Board based on
the fulfillment of stated service periods constituted a compensatory plan to
such employees, which required the Company record a corresponding compensation
expense in our financial statements. We originally recorded an $18,750 non-cash
expense, representing three months only of expenses in connection with the
initial issuance based upon the fair value of the issued shares on the date of
issuance. However, key provisions of SFAS-123R require that share-based
compensation awards to employees be measured at the grant-date fair value and
the cost recognized over the period during which

         the employee is required to provide service in exchange for the award.
As a result, we have restated our financial statements for the three months
ended March 31,2008 and recorded the full $75,000 non-cash expense for such
shares during the first quarter.

         The following are the restated consolidated balance sheets as of March
31, 2008; consolidated statement of operations and comprehensive income for the
three months ended March 31, 2008 and consolidated statement of cash flows for
the three months ended March 31, 2008:

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

                                       10
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RESTATEMENT (Continued)

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                      March 31,      March 31,
                       ASSETS                           2008           2008
                                                     (Original)     (Restated)
                                                    ------------   ------------
Current assets
   Cash and cash equivalents .....................  $    122,780   $    122,780
   Accounts receivable ...........................        31,690         31,690
   Inventory .....................................        54,152         54,152
                                                    ------------   ------------
Total current assets .............................       208,622        208,622
                                                    ------------   ------------
Property, plant & equipment
   Computer equipment ............................        40,388         40,388
   Accumulated depreciation ......................       (27,520)       (27,520)
                                                    ------------   ------------
Net property, plant and equipment ................        12,868         12,868
                                                    ------------   ------------

Other assets
   Trademark .....................................         2,100          2,025
                                                    ------------   ------------
Total other assets ...............................         2,100          2,025
                                                    ------------   ------------

Total assets .....................................  $    223,590   $    223,515
                                                    ============   ============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
   Accounts payable and accrued liabilities ......  $    315,663   $    315,663
   Deferrred revenue .............................        81,144         81,144
                                                    ------------   ------------
Total current liabilities ........................       396,807        396,807
                                                    ------------   ------------
Stockholders' deficiency
   Common stock: par value $.001; 50,000,000
   shares authorized; 19,496,736 shares issued
   and outstanding as of March 31,2008 ...........        19,497         19,497
   Treasury stock; 1,360,830 shares at cost ......       (13,608)       (13,608)
   Additional paid in capital ....................     5,161,056      5,207,931

   Accumulated deficit ...........................    (5,340,162)    (5,387,112)
                                                    ------------   ------------
Total stockholders' deficiency ...................      (173,217)      (173,292)
                                                    ------------   ------------

Total liabilities and stockholders' deficiency ...  $    223,590   $    223,515
                                                    ============   ============

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

                                       11
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RESTATEMENT (Continued)

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       For the Three months
                                                          ended March 31,
                                                    ---------------------------
                                                        2008           2008
                                                     (Original)     (Restated)
                                                    ------------   ------------
Revenues
   Sales revenues ................................  $    493,963   $    493,963
   Cost of sales .................................       401,037        401,112
                                                    ------------   ------------
      Gross profit ...............................        92,926        92,851

Operating expenses
   Consulting fees ...............................        53,524        100,400
   Other selling and administrative expenses .....       218,472        218,472
                                                    ------------   ------------
Total operating expenses .........................       271,996        318,872

Loss from operations .............................      (179,070)      (226,021)

Interest Income ..................................            39             39
                                                    ------------   ------------

Net loss .........................................  $   (179,031)  $   (225,982)
                                                    ============   ============

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

Weighted average number of shares outstanding ....    19,195,637     17,844,697
                                                    ============   ============

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

                                       12
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RESTATEMENT (Continued)

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       For the Three months
                                                          ended March 31,
                                                    ---------------------------
                                                        2008           2008
                                                     (Original)     (Restated)
                                                    ------------   ------------
Cash flows from operating activities:
   Net loss ......................................  $   (179,031)  $   (225,982)
   Adjustments to reconcile net loss to
    net cash used in operations:
      Depreciation and amortization ..............         1,555          1,631
      Stock and warrants issued for services .....        43,874         90,749
      Changes in operating liabilities and assets:
         Accounts receivable .....................       (27,759)       (27,759)
         Inventory ...............................       (20,259)       (20,259)
         Accounts payable and accrued liabilities         15,269         15,269
         Deferred revenue ........................         1,610          1,610
                                                    ------------   ------------
Net cash used in operations ......................      (164,741)      (164,741)

Cash flows from investing activities:
   Purchase of fixed assets ......................        (1,059)        (1,059)
                                                    ------------   ------------
      Net cash used in investing activities ......        (1,059)        (1,059)

Cash flows from financing activities:
      Subscription receivable ....................        58,000         58,000
                                                    ------------   ------------
   Net Cash provided by financing activities              58,000         58,000
   Increase (decrease) in cash and cash
    equivalents ..................................      (107,800)      (107,800)

   Cash and cash equivalents, beginning of period        230,580        230,580
                                                    ------------   ------------
   Cash and cash equivalents, end of period ......  $    122,780   $    112,780
                                                    ============   ============

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

                                       13

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, accounts payable, and accrued liabilities,
the carrying values of which approximate fair value at March 31, 2008.

2. LOSS PER SHARE

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

3. INCOME TAXES

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

As of March 31, 2008, the Company has allowable federal net operating loss carry
forwards to offset future taxable income. The federal net operating loss carry
forwards of approximately $5,387,112 will expire during the years 2021 through
2026 and the utilization of this net operating loss may be limited in accordance
with IRS Code Section 382.

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

4. CAPITAL STOCK

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

5. 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 its property is
subject.

                                       14
<PAGE>

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

6. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2008 through March 31, 2008, the Company has
signed Marketing Partner and /or Member Provider Agreements ("Agreements") with
various individuals or companies. These agreements allow companies to become
Marketing Partners and/or Member Providers of the BSP Rewards program. Marketing
Partners sell the BSP program on behalf of the Company on a straight commission
basis. Member Providers enroll Members into the BSP Rewards platforms.

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

7. REVENUE RECOGNITION

The Company recognizes revenue when there is persuasive evidence of an
arrangement, delivery has occurred, the fee is fixed or determinable,
collectibility is reasonably assured, and there are no substantive performance
obligations remaining.

The Company sometimes charges a per-client, per month repetitive web-site
maintenance service fee. Customer payments received in advance for providing
maintenance services are recorded as deferred revenue and are then recognized
proportionately as the maintenance services are performed. Deferred revenue
totaled $81,144 at March 31, 2008.

8. TRANSACTION PROCESSING

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

We processed $1,766,000 of merchant transactions through our on-line web mall
during the three months ended March 31, 2008 compared to $1,690,000 for the
three months ended March 31, 2007. The merchant transactions processed through
our on-line web mall produced $455,343 in gross revenue for the Company during
the three months ended March 31, 2008 as compared to $172,530 for the three
months ended March 31, 2007.

9. MAJOR CUSTOMERS

During the three months ending March 31, 2008, there were no major customers.

10. SUBSEQUENT EVENTS

NONE

                                       15
<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 10-Q and in the Company's other filings
with the Securities and Exchange Commission. No statements contained in the
following discussion should be construed as a guarantee or assurance of future
performance or future results.

OVERVIEW

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

On 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.

                                       16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued)

RESULTS OF OPERATIONS

Three Months Ended March 31, 2008 as compared to Three Months Ended March 31,
2007

For the three months ended March 31, 2008, we had revenues from operations of
$493,963, and a net loss of $225,9832. For the three months ended March 31,
2007, we had revenues from operations of $172,530 and a net loss of $203,873.

Operating expenses for the three months ended March 31, 2008, were $318,872,
compared to $178,029 for the three months ended March 31, 2007, an increase of
$140,843. Consulting fees increased $67,147; Payroll expense and related fringe
benefits increased $28,020 due to the hiring of additional staff; Commission
expense increased $2,270; Telephone expense increased $2,088.

LIQUIDITY AND CAPITAL RESOURCES

Deferred revenue results from customers who pay for services in advance, such as
quarterly, or annually. The Company records the initial payment in deferred
revenue and then recognizes in each subsequent month that proportion which is
provided in services. As of March 31, 2008, deferred revenue amounted to $81,144
at December 31,2007 deferred revenue amounted to $79,535.

As of March 31, 2008 and at December 31, 2007, we had cash on hand of
approximately $123,000 and $231,000 respectively. During the three months ended
March 31, 2008, net cash used in operations was $164,741, and during the three
months ended March 31, 2007, net cash used in operations was $151,633. 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 equity private placements.

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

                                       17
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued)

PLAN OF OPERATIONS

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

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

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

The Company has agreements with various merchants and affiliate managers as
retailers. They encompass approximately 750 merchants from whom members earn
rebate rewards when shopping through any of the BSP branded Web Malls.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         NONE APPLICABLE

                                       18
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

   a)    Evaluation of Disclosure Controls and Procedures: As of March 31, 2008,
         our management carried out an evaluation, under the supervision of our
         Chief Executive Officer and the Chief Financial Officer of the
         effectiveness of the design and operation of our system of disclosure
         controls and procedures (as defined in Rules 13a-14 (c) and 15d-14 (c)
         under the Securities Exchange Act of 1934, as amended). Based on that
         evaluation, our Chief Executive Officer and the Chief Financial Officer
         concluded that our disclosure controls and procedures are effective to
         provide reasonable assurance that information we are required to
         disclose in reports that we file or submit under the Exchange Act is
         recorded, processed, summarized and reported within the time periods
         specified in Securities and Exchange Commission rules and forms, and
         that such information is accumulated and communicated to our
         management, including our Chief Executive Officer and Chief Financial
         Officer, as appropriate, to allow timely decisions regarding required
         disclosures.

         Our management does not expect that our disclosure controls and
         procedures or our internal control over financial reporting will
         necessarily prevent all fraud and material error. Our disclosure
         controls and procedures are designed to provide reasonable assurance of
         achieving our objectives and our Chief Executive Officer and the Chief
         Financial Officer concluded that our disclosure controls and procedures
         are effective at that reasonable assurance level. Further, the design
         of a control system must reflect the fact that there are resource
         constraints, and the benefits of controls must be considered relative
         to their costs. Because of the inherent limitations in all control
         systems, no evaluation of controls can provide absolute assurance that
         all control issues and instances of fraud, if any, within the Company
         have been detected. These inherent limitations include the realities
         that judgments in decision-making can be faulty, and that breakdowns
         can occur because of simple error or mistake. Additionally, controls
         can be circumvented by the individual acts of some persons, by
         collusion of two or more people, or by management override of the
         internal control. The design of any system of controls also is based in
         part upon certain assumptions about the likelihood of future events,
         and there can be no assurance that any design will succeed in achieving
         its stated goals under all potential future conditions. Over time,
         control may become inadequate because of changes in conditions, or the
         degree of compliance with the policies or procedures may deteriorate.

   b)    Changes in internal controls: There were no changes in internal
         controls over financial reporting that occurred during the period
         covered by this report that have materially affected, or are reasonably
         likely to materially effect, our internal control over financial
         reporting.

                                       19
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         NONE

ITEM 1A. RISK FACTORS

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

                     RISKS RELATED TO THE COMPANY'S BUSINESS

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

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

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

The Company had an accumulated deficit of $5,387,112 as of March 31, 2008. We
will continue to incur operating losses as we maintain our search for profits in
our businesses and satisfy our ongoing disclosure requirements with the
Commission. Such continuing losses could result in a decrease in share value.

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

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

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

As of March 31, 2008, the Company had negative working capital of $188,185. At
December 31, 2007 the Company had a negative working capital of $111,525. We
have insufficient revenue generation activities in place. As such, we will have
to obtain additional working capital from debt or equity placements to
effectively increase our operations. However, we have no commitment for the
provision of working capital. Should we be unable to secure additional capital,
such conditional would cause us to reduce expenditures which could have a
material adverse effect on our business.

                                       20
<PAGE>

Risks Related to the Company's Stock

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

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

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

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

THE COMPANY'S STOCK PRICE IS VOLATILE

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

   o  the Company's perceived prospects;

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

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

   o  sales or purchases of large blocks of our stock;

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

   o  changes in analysts' buy/sell recommendations;

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

   o  announcements of legal claims against us;

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

   o  developments in the financial markets;

   o  general economic, political or stock market conditions.

                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>

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

         NONE

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         NONE

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

         NONE

ITEM 5.  OTHER INFORMATION

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

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

(a) Exhibits

    31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

    On January 16, 2008 the Company filed a Form 8-K dated January 16, 2008
    reporting under Item 3.02 Unregistered Sales of Equity Securities.

    (a) MediaNet Group Technologies, Inc. completed a placement of 6 million
    shares of common stock to a group of new and existing institutional and
    accredited investors for approximately $600,000 in gross proceeds on
    December 26, 2007.

    (b) The total offering price was ten (10) cents per share. A commission and
    expenses of $ 62,000 was paid to Noble International Investments, Inc. who
    acted as selling agent for the Company. Additionally, Nobel International
    Investments, Inc. received a warrant for 542,000 common shares at $0.10 per
    share for a period of five years, expiring in December 26, 2012.

    (c) The Company relied upon the exemption provided by Section (4) (2) of the
    Securities Act of 1933. The shares were acquired by 19 investors, each of
    whom acquired such shares for investment. A restrictive legend was placed on
    the certificates issued.

                                       23
<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 dully
authorized.

                                       MEDIANET GROUP TECHNOLOGIES, INC.


Date: May 30, 2008                     By: /s/ Martin Berns
                                           ----------------
                                           Martin Berns
                                           President and Chief Executive Officer


Date: May 30, 2008                     By: /s/ Alfred Fernandez
                                           --------------------
                                           Alfred Fernandez
                                           Chief Financial Officer

                                       24