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

                                    FORM 10-Q

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended March 31, 2009

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

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

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

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

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

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

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

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

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

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

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

At May 12, 2009, the number of shares outstanding of the registrant's common
stock, $0.001 par value the only class of voting stock), was 20,599,802

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                                    FORM 10-Q
                          Quarter Ended March 31, 2009

                                Table of Contents

                                                                            PAGE
PART I - FINANCIAL INFORMATION                                              ----

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

      Condensed Consolidated Balance Sheets
      March 31, 2009 (Unaudited) and December 31, 2008 ............... .....   3

      Condensed Consolidated Statements of Operations (Unaudited)
      For the Three Months ended March 31, 2009 and 2008 ...................   4

      Condensed Consolidated Statements of Cash Flows (Unaudited)
      For the Three Months Ended March 31, 2009 and 2008................. ..   5

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

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

   Item 3 - Quantitative and Qualitative Disclosures about Market Risk .....  16

   Item 4 - Controls and Procedures ........................................  16

PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings ..............................................  17

   Item 1A - Risk Factors ..................................................  17

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds ....  20

   Item 3 - Default upon Senior Securities .................................  20

   Item 4 - Submission of Matters to a Vote of Security Holders ............  20

   Item 5 - Other Information ..............................................  20

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

Signatures .................................................................  22

                                        2
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     (UNAUDITED)    (AUDITED)
                                                      March 31,    December 31,
                      ASSETS                            2009           2008
                                                    ------------   ------------
Current assets
   Cash and cash equivalents .....................  $    104,357   $     45,390
   Accounts receivable ...........................        38,025         34,058
   Note receivable - net..........................             -         40,600
   Inventory .....................................        38,268         51,742
                                                    ------------   ------------
Total current assets .............................       180,650        171,790
                                                    ------------   ------------
Property, plant & equipment
   Computer equipment ............................        42,333         39,329
   Accumulated depreciation ......................       (32,646)       (31,129)
                                                    ------------   ------------
Net property, plant and equipment ................         9,687          8,200
                                                    ------------   ------------

Other assets
   Trademark .....................................         1,725          1,800
                                                    ------------   ------------
Total other assets ...............................         1,725          1,800
                                                    ------------   ------------

Total assets .....................................  $    192,062   $    181,790
                                                    ============   ============

     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
   Accounts payable ..............................  $     75,722   $     54,818
   Accrued Expenses ..............................       141,004        153,936
   Loyalty Points payable......... ...............       157,865        133,773
   Note Payable related party ....................       175,500        152,500
   Deferred revenue...............................             -         20,540
   Customers deposits.............................        61,399              -
                                                    ------------   ------------
Total current liabilities ........................       611,490        515,567
                                                    ------------   ------------
Stockholders' deficiency
   Common stock: par value $.001; 50,000,000
     shares authorized; 20,599,802 shares issued,
     20,599,802 outstanding as of March 31,
     2009; 20,599,802 issued and outstanding as of
     December 31, 2008 ...........................        20,600         20,600
   Additional paid in capital ....................     5,678,415      5,644,701
      Accumulated deficit ........................    (6,118,443)    (5,999,078)
                                                    ------------   ------------
Total stockholders' deficiency ...................      (419,428)      (333,777)
                                                    ------------   ------------

Total liabilities and stockholders' deficiency ...  $    192,062   $    181,790
                                                    ============   ============

          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,
                                                   ----------------------------
                                                       2009            2008
                                                   ------------    ------------

Revenues
  Gift cards ...................................   $    427,211    $    389,068
  Loyalty Program and internet .................         93,195          63,822
  Web Design and maintenance ...................         18,989          41,073
                                                   ------------    ------------
                                                        539,395         493,963

Cost of sales
  Gift cards and processing ....................        417,804         362,786
  Loyalty Program and internet .................         26,587          17,664
  Web Design and maintenance ...................          9,148          20,662

                                                   ------------    ------------
                                                        453,539         401,112
                                                   ------------    ------------

    Gross profit ...............................         85,856          92,851

Operating expenses
  Consulting fees ..............................         33,059         100,400
  Employee salaries and benefits ...............        115,816         120,716
  Other operating and administrative expenses ..        127,900          97,756
                                                   ------------    ------------
    Total operating expenses ...................        276,775         318,872

Loss from operations ...........................       (190,919)       (226,021)


Interest income ................................              -              39
Interest expenses ..............................          3,437               -

                                                   ------------    ------------

Net loss .......................................   $   (194,356)   $   (225,982)
                                                   ============    ============
Gain on sale of subsidiary .....................         74,990               -
                                                   ============    ============

Net gain (loss) ................................       (119,366)       (225,982)
                                                   ============    ============

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

Weighted average number of shares outstanding ..     20,674,802      19,195,637
                                                   ============    ============

          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,
                                                        -----------------------
                                                           2009          2008
                                                        ---------     ---------
Cash flows from operating activities:
   Net loss ........................................    $(119,366)    $(225,982)
   Adjustments to reconcile net loss to
    net cash used in operations:
      Depreciation and amortization ................        1,592         1,631
      Stock and warrants issued for services .......       33,715        90,749
   Changes in operating liabilities and assets:
      Accounts receivable ..........................       (3,967)      (27,759)
      Inventory ....................................       13,475       (20,259)
      Note payable stockholder .....................      (75,000)            -
      Accounts payable, and accrued liabilities ....      288,043        15,269
      Deferred revenue .............................      (79,535)        1,610
                                                        ---------     ---------
Net cash used in operations ........................       58,957      (164,741)

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 ...........................            -             -
      Net cash provided by financing activities ....            -             -
      Payment on subscription agreement ............            -        58,000
                                                        ---------     ---------
      Net cash provided by financing activities ....            -        58,000

Increase (decrease) in cash and cash equivalents ...       58,957      (107,800)

   Cash and cash equivalents, beginning of period ..       45,390       230,580
                                                        ---------     ---------
   Cash and cash equivalents, end of period ........    $ 104,347     $ 122,780
                                                        =========     =========

          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, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009. For further information, refer
to the financial statements and footnotes thereto included in the Form 10-KSB
for the year ended December 31, 2008.

NATURE OF BUSINESS

The operations of MediaNet Group Technologies, Inc. have been carried on through
wholly owned subsidiaries. As used herein, the "Company" refers to MediaNet
Group Technologies, Inc. and its wholly owned subsidiaries. The Company's
operations included the design, development and marketing of (1) branded loyalty
programs, and (2) branded websites..

The Company operations are now mainly being carried on by its operating
subsidiary:

   1. BSP Rewards

   2. Memory Lane Syndication - was sold on March 27,2008 and none of its
      operation for the first three months ended in March 31,2009 was included
      in the operations of the Parent.

The Company has decided to concentrate its focused efforts in our main
subsidiary, BSP Rewards. Its Memory Lane Subsidiary has been sold at March
27,2009

BSP Rewards                This subsidiary, BSP Rewards, provides private
                           branded loyalty and reward web malls and programs to
                           both for-profit and not-for-profit companies and
                           organizations and for online and in-store merchants.
                           The program is designed as a shopping service through
                           which members receive rebates (rewards) on purchases
                           of products and services from participating
                           merchants. These rewards earned may be accumulated by
                           the member and may be used to purchase gift cards,
                           donate to a charity, or loaded onto a debit
                           MasterCard by which they can make additional
                           purchases from any participating merchant in the
                           program or anywhere in the world that debit
                           MasterCard cards are accepted. The BSP program is
                           proprietary to the Company.

                                        6
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2009, current liabilities
exceeded current assets by $430,840 and at December 31, 2008 current liabilities
exceeded current assets by $343,777

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, 2009, the Company had an accumulated deficit of $6,118,443. At
December 31, 2008, the Company had an accumulated deficit of $5,999,078.The
Company also realized net losses of $119,366,(after a gain of $74,990 from the
sales of Memory Lane Syndication, Inc.)and $225,982 for the three months ended
March 31, 2009 and 2008, respectively.

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt, equity transactions with management
and through equity private placements. However, until operating revenues
increase significantly, we will continue to seek outside funding for the purpose
of accelerating the expansion of our operations. Without receiving any
additional capital investment management believes we will be unable to continue
current business operations, and continue the current gradual expansion of our
operations.

CONTROL BY PRINCIPAL STOCKHOLDERS

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

STOCK TRANSACTIONS AND OUTSTANDING WARRANTS AND OPTIONS

On January 1, 2006, the Company adopted FAS-123R. In March 2005, the SEC staff
expressed their views with respect to FAS-123R in Staff Accounting Bulletin No.
107, Share-Based Payment ("SAB 107"). SAB 107 provides guidance on valuing
options. The impact of FAS-123R for the Nine months ended March 31, 2009 was to
record a non-cash compensation expense of $33,715. 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, 2009. 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
allowances on our net operating loss carry forwards.

                                        7
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

EQUITY TRANSACTIONS AND OUTSTANDING WARRANTS AND OPTIONS

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

WARRANTS
--------

As of March 31, 2009, the Company had outstanding warrants to purchase up to
3,287,000 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, 2009 .......    3,287,000
                  Issued .........................            -
                                                      ---------
                  Balance March 31, 2009 .........    3,287,000
                                                      =========

The following table provides certain information with respect to the above
referenced warrants outstanding at March 31, 2009:

                                 Weighted                    Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
       $0.10 - $1.00              $0.65                         2.25

                                        8
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

OPTIONS
-------
                                                        Options
                                                        -------
                  Balance, January 1, 2009 .......      225,000
                  Issued .........................            -
                  Exercised/Expired ..............            -
                                                        -------
                  Balance March 31, 2009 .........      225,000
                                                        =======

The following table provides certain information with respect to the above
referenced options outstanding at March 31, 2009:

                                 Weighted                    Weighted
                                 Average                   Average Life
       Exercise Price         Exercise Price                   Years
       --------------         --------------               ------------
       $0.18 - $0.45              $0.30                         1.75

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, accounts payable, and accrued expenses,
the carrying values of which approximate fair value at March 31, 2009.

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.

                                        9
<PAGE>

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

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, 2009, the Company has allowable federal net operating loss carry
forwards to offset future taxable income. The federal net operating loss carry
forwards of approximately $6,118,443 will expire during the years 2021 through
2026 and the utilization of this net operating loss may be limited in accordance
with IRS Code Section 382.

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

4. CAPITAL STOCK

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

5. LOYALTY POINTS

Loyalty Points Payable. The liability accumulated by consumers earning loyalty
points(rebates due to members)are maintained in a segregate accounts on our
books.

6. SIGNIFICANT ACCOUNTING POLICIES

Except as set forth below, as of March 31, 2009, the Company's significant
accounting policies and estimates, which are detailed in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2008, has not changed
materially.

7. RELATED PARTY NOTE PAYABLE

During the three months ended March 31, 2009 related parties,(officers and
directors) had advanced the Company a net amount of $98,000 under a Promissory
Note with an due in full on July 1,2009.

8. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2008 through March 31, 2009, 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.

                                       10
<PAGE>

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

8. CONSULTING AND SALES AGREEMENTS (Continued)

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

9. REVENUE RECOGNITION

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

The Company's significant accounting policies and estimates, which are detailed
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2008, has not changed materially.

10. 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.

11. SUBSEQUENT EVENTS

On April 30, 2009, the Company announced a change to its business model so that
it may focus on it's higher margins business and thus, more profitable areas as
it relates to its gift card business. The Company has changed the gift card
segment of its business model as to how it will sell gift cards as of May 1,
2009 to consumers through its rewards mall programs. The company is reducing the
number of merchant gift cards that it purchases for resale and is now offering
gift cards through alternate merchants' websites. The mall merchants will handle
both the transaction and fulfillment. The Company will be expanding the number
of gift cards to members that can purchase through the rewards mall portal
directly from the merchants websites.

The Company shall continue to sell some higher margin gift cards. Certain low
margin gift cards will no longer be offered for sale from the Company, but will
be available as redemption items for points earned by members' purchases in the
mall. This change of business will have a material impact on the Company's gross
revenues from gift card sales. Due to the shift of its business model, the
Company will reduce the amount of inventory of gift cards and will reduce
administrative costs and overhead associated with larger inventories. The
Company anticipates a non-material effect as it pertains to net income from the
direct sales of gift cards. After May 1, 2009, gross revenue from gift cards
will be reduced substantially for all subsequent reporting periods.

                                       11
<PAGE>

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

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

OVERVIEW

Clamshell Enterprises, Inc. was organized under the laws of the State of Nevada
on June 4, 1999 as a "blind pool" or "blank check" company whose business plan
was to seek to acquire a business opportunity through completion of a merger,
exchange of stock, or similar type of transaction. On 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 shareholders of
Brand-A-Port 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 became our wholly owned
subsidiary, the transaction was accounted for as a recapitalization of
Brand-A-Port, whereby Brand-A-Port was deemed to be the accounting acquirer and
was deemed to have adopted our capital structure.

On May 22, 2003 we changed our name to MediaNet Group Technologies, Inc.

All of our current operations are carried on through BSP Rewards, Inc. our
wholly owned subsidiary.

RESULTS OF OPERATIONS

For the three months ended March 31, 2009, we had revenues from operations of
$539,395 and a loss from operations of $(194,356). For the three months ended
March 31, 2008, we had revenues from operations of $493,963 and a loss from
operations of $(225,982)

   o  GIFT CARD sales increased $38,143 or 10%, to $427,211 in the first quarter
      of 2009 compared to $389,068 for the first quarter of 2008. The increase
      is primarily attributable to additional members purchasing in our web
      mall.

                                       12
<PAGE>

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

   o  LOYALTY POINT revenues in the three month period ended March 31, 2008
      increased $29,373 or 46%, to $93,195 compared to $63,822 for the same
      period of 2008. The increase is primarily a direct result of increased
      merchant participation, an increase in members shopping at online
      merchants and increase in our membership base.

   o  WEB DESIGN / MAINTENANCE / HOSTING decreased $22,084, or 54%, to $18,989
      in the first three month of 2009 ended March 31 compared to $41,073 in the
      same period of 2008. The decrease is primarily attributable to building
      our base as we obtain new web mall clients.

COST OF SALES of gift cards increased in the three months ended March 31, 2009
to $417,804 from $362,786 in The same period of 2008 as a direct result of the
increase in revenues from the sale of gift cards.

COST OF SALES of loyalty points increased in the first three months of 2009,
ended March 31, 2009 to $26,587 from $17,664 in the three months ended March 31,
2008 as a direct result of the increased revenues of web mall transactions by
our members.

COST OF SALES of web design/maintenance decreased in the first three months of
2009 to $25,026 from $31,811 in the first three months of 2008 as a direct
result of the increased efficiencies and cost reductions.

OPERATING EXPENSES for the three months ended March 31, 2009, were $276,775
compared to $318,872 for the three months ended March 31, 2008, a net decrease
of $42,097. The net decrease was a direct result cost cutting measures
implemented all across the board, from personnel reductions to change in
accounting firms.

GAIN ON SALE OF SUBSIDIARY was the direct result of the sale of one of the
Parent's 100% owned subsidiary, Memory Lane Syndication, Inc. All the one
thousand shares outstanding of Memory Lane Syndication, Inc. were sold to Martin
Berns, the current Chief Executive Officer of Medianet Group Technologies,
Inc.(Parent) for $75,000. The sale took place on March 27, 2009. At March 31,
2009, the Company sold one of its wholly (100%) owned subsidiary, Memory Lane
Syndication, Inc. that resulted in a gain of $74,990. The subsidiary had been
inactive for the last two years and had sold off minor inventory. Martin A
Berns, the Company's CEO and Chairman acquired the subsidiary for $75,000 on
March 27, 2009.

Balance Sheet Items
-------------------

LOYALTY POINTS PAYABLE for the three months ended March 31, 2009, were $157,865,
compared to $133,773 for the three months ended March 31, 2008, an Increase of
$24,092.At March 31, 2009, we did not segregate, in a voluntary account any
amounts as compared to the $25,000 at March 31, 2008.This segregated amount was
purely a discretionary segregation of funds, without any security interests,
legal or contractual obligation which is used to make payments onto the members
debit MasterCard cards. This segregated account is at the total discretion and
determination of the Board of Directors and from time to time the amount
increases or decreases.

                                       13
<PAGE>

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

ACCRUED LIABILITIES FOR PROFESSIONAL EXPENSES for the three months ended March
31, 2009, were $141,004 compared to $153,936 for the three months ended March
31, 2008, a decrease of $12,932. The decrease was a result of less expense
activity during 2009 as a result of the postponement of compliance with the
Sarbane-Oxley Act of 2002 as compared to 2008.

ACCOUNTS PAYABLE increased by $20,904 for the three months ended March 31,2009
The increase was the result of working capital requirements by the Company.

NOTE PAYABLE related party increased by $23,000 for the three months ended March
31,2009 The increase was the result of working capital requirements by the
Company. The net increase of $23,000 reflects a reduction of $75,000 for a Note
Payable to Martin A Berns, our Chairman and CEO. Martin A Berns acquired 100% of
Memory Lane Syndication, Inc. on March 27,2009 for a total consideration of
$75,000 reflected in accordance with the Agreements and therefore his Note
Payable was reduced accordingly. This transaction resulted in a $74,990 gain for
financial presentation as reflected in the Statement of Operations at March 31,
2009.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009 and at December 31, 2008, we had cash on hand of $104,357
and $45,390, respectively. During the three months ended March 31, 2009, net
cash generated in operations was $58,957, and during the three months ended
March 31, 2008, net cash used in operations was $164,741. However, our
operations are not yet profitable, and we continue to require additional funding
in order to continue our business operations.

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through equity private placements, increased
liabilities and loans from officers and directors.

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

PLAN OF OPERATIONS

BSP Rewards is a loyalty and rewards program designed as a shopping service
through which members receive rebates (rewards points) on purchases of products
and services from participating merchants. These rewards act as a common
currency that may be accumulated and used to make purchases of gift cards,
donate to a charity, or loaded onto a debit MasterCard by which they can make
additional purchases from any participating merchant in the program.
Additionally, once the loyalty points are loaded on the MasterCard, the consumer
can utilize this debit card at any merchant where the debit MasterCard is
accepted.

                                       14
<PAGE>

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

The BSP Rewards program is a web based retail mall concept. Retail sellers of
goods and services who join in the program as participating merchants agree to
pay rebates to us for our members who purchase goods and services through the
program at their individual web stores. 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. A portion of the Company's
rebate is paid to the organization or company which enrolled the member in the
program.

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 gift cards
online that are redeemable at participating merchants or load their reward
points onto our stored value MasterCard or participating affiliated cards that
can be utilized at online and in-store merchants for redemption. The BSP debit
card allows the reward points to be loaded on the card and spent like cash at
participating merchants and anywhere debit MasterCard is accepted.

Member Providers are companies, organizations and groups that enroll their
employees or members in the BSP Rewards program. The program is sometimes
offered free to member providers who auto-enroll their member base. Member
provider agreements provide that the organization will normally enroll their
members for free or nominal amount and BSP shall pay to the member providers a
percentage of the rewards earned by the members that each member provider
enrolls in the program. A member provider only earns a percentage if the members
enrolled actually earn rewards through the program.

Presently, our marketing program is focusing on groups or organizations that
have the potential of enrolling large numbers of members. Major membership clubs
and organizations, credit and stored value card users. Having the capability of
quickly expanding the BSP membership base to their large participating groups,
would greatly enhance our potential membership and revenue streams. To extend
our presence in these markets and others, we would require substantial working
capital prior to enhancing marketing efforts directed at larger organizations as
such efforts can be time consuming and costly.

MARKETING AND STRATEGY

Our target markets for sales of our BSP Rewards program include small, medium
and large sized companies, organizations and associations that will be able to
utilize our rewards mall platform for a variety of uses including, but not
limited to, loyalty, continuity, customer acquisition and retention and for
fundraising applications.

This potential market includes membership clubs, non-profit organizations,
alumni associations, retailers and corporations, marketing alliance partners,
credit and debit card issuers and network marketing companies. We market our
products and services primarily through third party marketing partners who are
paid on a commission basis. The marketing partners representing our services are
companies that already have existing channel relationships. We have signed a
number of marketing partner agreements which are non-exclusive and we anticipate
that we will sign agreements with additional representatives in the future. The
Agreements, which generally have a term of one year with automatic one-year
renewals, provide for the payment by the Company of a commission based on BSP
rewards earned by members that are signed into the program through the marketing
partner.

                                       15
<PAGE>

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

The Company sometimes pays a commission for any products and internet portals
sold on behalf of the Company and a commission for hosting fees paid to the
Company by buyers of malls or websites as a result of the activities of the
marketing partner. In some instances, we also allow clients for whom we have
built portals to act as resellers. As of the date of this report, the marketing
agreements have not resulted in any significant revenues.

We anticipate that the organizations that enroll members also become involved
with the BSP Rewards program will devote a portion of their advertising and
marketing funds to the branded program. We, in turn, will help to develop
customer awareness of our products and services as well as enhance usage of the
program.

The Company has agreements with various merchants and affiliate managers as
Retailers in excess of 800. The members participants earn rebate rewards when
Shopping through any of the BSP branded Web Malls.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

NOT APPLICABLE

ITEM 4.  CONTROLS AND PROCEDURES

   a)    Evaluation of Disclosure Controls and Procedures: As of March 31, 2009,
         our management carried out an evaluation, under the supervision of our
         Chief Executive Officer and the Chief Financial Officer of the
         effectiveness of the design and operation. Based on that evaluation,
         our Chief Executive Officer and the Chief Financial Officer concluded
         that our disclosure controls and procedures are effective to provide
         reasonable assurance that information we are required to disclose in
         reports that we file or submit under the Exchange Act is recorded,
         processed, summarized and reported within the time periods specified in
         Securities and Exchange Commission rules and forms, and that such
         information is accumulated and communicated to our management,
         including our Chief Executive Officer and Chief Financial Officer, as
         appropriate, to allow timely decisions regarding required disclosures.

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

                                       16
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)

         part upon certain assumptions about the likelihood of future events,
         and there can be no assurance that any design will succeed in achieving
         its stated goals under all potential future conditions. Over time,
         control may become inadequate because of changes in conditions, or the
         degree of compliance with the policies or procedures may deteriorate.

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

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 1A. RISK FACTORS

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

                     RISKS RELATED TO THE COMPANY'S BUSINESS

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

The Company's auditors included an explanatory statement in paragraph 4 of their
report on our financial statements for the years ended December 31,2008 and
2007, 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 $6,118,443 as of March 31, 2009. 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.

                                       17
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

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, 2009, the Company had negative working capital of $430,840. At
December 31, 2008 the Company had a negative working capital of $343,777. We
have revenue generation activities in place. As such, we will have to obtain
additional working capital from debt or equity placements to effectively
increase our operations. However, we have no commitment for the provision of
working capital. Should we be unable to secure additional capital, such
condition would cause us to reduce expenditures which could have a material
adverse effect on our business.

Risks Related to the Company's Stock

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

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

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

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

THE COMPANY'S STOCK PRICE IS VOLATILE

The market price is subject to significant volatility and trading volumes could
bellow. 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;

                                       18
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

   o  changes in analysts' buy/sell recommendations;

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

   o  announcements of legal claims against us;

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

   o  developments in the financial markets;

   o  general economic, political or stock market conditions.

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

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

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

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

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

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

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

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

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

                                       19
<PAGE>

ITEM 1A. RISK FACTORS (CONTINUED)

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

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

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

NONE

ITEM 3. DEFAULT UPON SENIOR SECURITIES

NONE

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

NONE

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

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

   (a)   Exhibits

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

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

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

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

                                       20
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K (CONTINUED)

   (b)   Reports on Form 8-K

         On May 1, 2009 the Company filed a Form 8-K dated April 30,2009
         reporting under Item 8.01 Other Events.

         On April 30, 2009, the Company announced a change to its business model
         so that it may focus on higher margin, and thus, more profitable areas
         as it relates to its gift card business. The Company has changed the
         gift card segment of its business as to how it will sell gift cards to
         consumers through its rewards mall programs. The company is reducing
         the number of merchant gift cards that it purchases for resale and is
         now offering gift cards through more merchants' websites and they will
         handle both the transaction and fulfillment. The Company will be
         expanding the number of gift cards members can purchase through the
         rewards mall portal directly from the merchants websites.

         The Company shall continue to sell higher margin gift cards as it has
         in the past. Certain low margin gift cards will no longer be offered
         for sale from the Company, but will be available as redemption items
         for points earned through their malls.

         This will have a material impact on its gross revenue from gift card
         sales. Due to the shift of its business model, the Company will reduce
         the amount of inventory of gift cards and will reduce administrative
         costs and overhead associated with larger inventories. The Company
         anticipates a non-material effect as it pertains to net income from the
         direct sales of gift cards.

         After May 1, 2009, gross revenue from gift cards will be reduced
         substantially, for the subsequent reporting periods.

                                       21
<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: May 11, 2009                     By: /s/ Martin Berns
                                           ----------------
                                           Martin Berns
                                           President and Chief Executive Officer


Date: May 11, 2009                     By: /s/ Alfred Fernandez
                                           --------------------
                                           Alfred Fernandez
                                           Chief Financial Officer

                                       22