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

                                   FORM 10-QSB


[X]  Quarterly report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 2007
                                            --------------

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



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

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


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


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


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


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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

At May 11, 2007, the following shares were outstanding: 11,961,736

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

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                   FORM 10-QSB

                          Quarter Ended March 31, 2007

                                Table of Contents

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

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

            Condensed Consolidated Balance Sheet (Unaudited)
            March 31, 2007 .................................................   3

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

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

            Notes to the Condensed Consolidated Financial Statements .......   6

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

   Item 3 - Controls and Procedures ........................................  15

PART II - OTHER INFORMATION

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

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds ....  16

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

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

   Item 5 - Other Information ..............................................  16

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

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


                                        2
<PAGE>

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

                                                                     March 31,
                                                                    -----------
                                                                        2007
                                                                    -----------
                                     ASSETS
Current assets
  Cash and cash equivalents .....................................   $   112,113
  Accounts receivable ...........................................         9,690
  Inventory .....................................................        44,610
  Prepaid expense ...............................................        30,572
                                                                    -----------
Total current assets ............................................       196,985

Property, plant & equipment
  Computer equipment ............................................        22,758
  Accumulated depreciation ......................................       (20,011)
                                                                    -----------
Net property, plant and equipment ...............................         2,747

Other assets
  Trademark .....................................................         2,300
  Film library ..................................................        79,512
  Record master .................................................        21,515
                                                                    -----------
Total other assets ..............................................       103,327

Total assets ....................................................   $   303,059
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities ......................   $   148,479
  Deferrred revenue .............................................        55,000

Total current liabilities .......................................       203,479

Stockholders' equity
  Common stock: par value $.001; 50,000,000 shares authorized;
  11,961,736 shares issued and outstanding ......................        11,962
  Additional paid in capital ....................................     4,475,550
  Accumulated deficit ...........................................    (4,387,932)
                                                                    -----------
Total stockholders' equity ......................................        99,580
                                                                    -----------

Total liabilities and stockholders' equity ......................   $   303,059
                                                                    ===========

                 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,
                                                    ---------------------------
                                                        2007            2006
                                                    ------------    -----------

Revenues
  Sales revenues ................................   $    172,530    $    81,656
  Cost of sales .................................        198,756         70,065
                                                    ------------    -----------
    Gross profit ................................        (26,226)        11,591

Operating expenses
  Consulting fees ...............................         33,253         32,088
  Other selling and administrative expenses .....        144,776        113,909
                                                    ------------    -----------
    Total operating expenses ....................        178,029        145,997

Loss from operations ............................       (204,255)      (134,406)


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

Net loss ........................................   $   (203,873)   $  (134,406)
                                                    ============    ===========

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

Weighted average number of shares outstanding ...     11,836,363      9,753,243
                                                    ============    ===========

                 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,
                                                            2007         2006
                                                         ---------    ---------
Cash flows from operating activities:
  Net loss ...........................................   $(203,873)   $(134,406)
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciationandamortization ......................         888        5,668
    Allowanceforbaddebt ..............................           -            -
    Stockandwarrantsissuedforservices ................      10,000       24,800
    Stockoptionsissuedforservices ....................       7,770        7,289
    Impairmentlossonfilmlibrary ......................           -            -
    Changesinoperatingliabilitiesandassets:
      Accountsreceivable .............................       4,822       40,900
      Inventory ......................................        (929)      10,279
      Prepaidexpense .................................      (6,420)       1,984
      Accountspayableandaccruedliabilities ...........      12,711      (70,600)
      Deferredrevenue ................................      23,398       (9,681)
                                                         ---------    ---------
  Net cash used in operations ........................    (151,633)    (123,767)

Cash flows from investing activities:
  Purchase of fixed assets ...........................           -            -
  Investment in sound library ........................           -            -
                                                         ---------    ---------
    Netcashusedininvestingactivities .................           -            -

Cash flows from financing activities:
  Stock issued for cash ..............................     110,400      125,000
  Net proceeds from due to stockholders ..............           -       18,398
                                                         ---------    ---------
    Netcashprovidedbyfinancingactivities .............     110,400      143,398
                                                         ---------    ---------

  Increase (decrease) in cash and cash equivalents ...     (41,233)      19,631

  Cash and cash equivalents, beginning of period .....     153,346       10,590
                                                         ---------    ---------
  Cash and cash equivalents, end of period ...........   $ 112,113    $  30,221
                                                         =========    =========

Supplemental disclosures of cash flow information:
  Cash paid for interest .............................   $       -    $       -
                                                         =========    =========
  Cash paid for income taxes .........................   $       -    $       -
                                                         =========    =========
Non-cash financing transactions
  Stock issued services ..............................   $  10,000    $  24,800
                                                         =========    =========
  Stock options issued for services ..................   $   7,770    $   7,289
                                                         =========    =========

                 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-QSB and Item 310 of Regulation SB. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated operating results for the three months ended
March 31, 2007 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2007. For further information, refer
to the financial statements and footnotes thereto included in the Form 10-KSB/A
for the year ended December 31, 2006.

Certain amounts from previous year have been reclassified to comply with current
year presentation. Such classifications include Amortization expenses
reclassified as Cost of Goods Sold.

NATURE OF BUSINESS

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

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

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

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, 2007, current liabilities
exceeded current assets by $6,494.

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, 2007,the Company had an accumulated deficit of $4,387,932. The Company
also realized net losses of $203,873 and $134,406 for the three months ended
March 31, 2007 and 2006, respectively.

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

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

STOCK TRANSACTIONS - OUTSTANDING WARRANTS

As of March 31, 2007, the Company had outstanding warrants to purchase up to
495,000 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, December 31, 2006      495,000
                    Issued ...................            -
                    Exercised ................            -
                                                    -------
                    Balance March 31, 2007 ...      495,000
                                                    =======

On January 23, 2007, the Company issued 25,000 shares of restricted common stock
to Robert Hussey for consulting services valued at $0.40 per share. The $0.40
per share price is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on January 23, 2007. The securities were sold
based on the exemption from registration provided by Section 4 (2) of the
Securities Act of 1933, in that these shares were acquired for investment
purposes only. A restrictive legend was placed on the certificate issued.

On January 23, 2007, the Company issued options to purchase 75,000 shares of
common stock to a director. The options are exercisable at $0.20 per share,
which represents 50% of the closing bid price per share of the Company's common
stock price on January 23, 2007.

On February 1, 2007, the Company issued 40,000 restricted common shares to
Joseph Porrello. Mr. Porrello (a Director) exercised his stock option to
purchase 40,000 shares valued at $0.26 per share. The securities were sold based
on the exemption from registration provided by Section 4 (2) of the Securities
Act of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

On February 2, 2007, the Company consummated the private sale of 285,715
restricted common shares to one (1) accredited investor, at a price of $0.35 per
share. The total offering price was $100,000. The securities were sold based on
the exemption from registration provided by Section 4 (2) of the Securities Act
of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

                                     7
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

USE OF ESTIMATES

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

SIGNIFICANT ESTIMATES

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

SEGMENT REPORTING

Statement of Financial Accounting Standards No 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information", requires use of the
"management approach" model for segment reporting. Under this model, segment
reporting is consistent with the way Company's management organizes segments
within the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal
structure, management structure, or any other manner in which management
disaggregates a company.

LONG-LIVED ASSETS

The carrying values of long-lived assets are periodically reviewed by management
and impairments would be recognized if the expected future non-discounted cash
flows derived from an asset were less than carrying value.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, prepaid expenses, accounts payable, notes
payable and accrued expenses, the carrying values of which approximate fair
value at March 31, 2007.

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, 2007, the Company has allowable federal net operating loss carry
forwards to offset future taxable income. The federal net operating loss carry
forwards of approximately $4,187,059 will expire during the years 2021 through
2027.

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.

                                        8
<PAGE>

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

4. CAPITAL STOCK

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

5. LEGAL PROCEEDINGS

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

6. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2006 through March 31, 2007, 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 licenses of the MediaNet portals,
BSP Rewards and other products and services offered by the Company.

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)
days written notice during a renewed term.

On March 12, 2007, we signed a Digital Distribution Agreement with Digital Music
Group, Inc. The Agreement is relative to our Howdy Doody library and our Songs
from the neighborhood "The Music of MISTER ROGERS" audio and covers electronic
and digital transmission. The Company will receive a royalty on net receipts of
all sales. The term of the Agreement is seven years, commencing March 16, 2007.

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 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 $55,000 at March 31, 2007.

Revenues generated from the sale of CD/DVD's of our Record Master are recognized
net of a reserve for returns when the product is shipped to the customer in
accordance with terms of the customer's order, the price has been agreed upon,
and collection is reasonably assured.

The revenue from the Howdy Doody episodes are recognized in accordance with
Statement of Position ("SOP") 00-2, Accounting by Producers or Distributors of
Films.

                                        9
<PAGE>

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

8. RECENT DEVELOPMENTS

On January 23, 2007, the Company issued 25,000 shares of restricted common stock
to Robert Hussey for consulting services valued at $0.40 per share. The $0.40
per share price is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on January 23, 2007. The securities were sold
based on the exemption from registration provided by Section 4 (2) of the
Securities Act of 1933, in that these shares were acquired for investment
purposes only. A restrictive legend was placed on the certificate issued.

On January 23, 2007, the Company issued options to purchase 75,000 shares of
common stock to a director. The options are exercisable at $0.20 per share,
which represents 50% of the closing bid price per share of the Company's common
stock price on January 23, 2007.

On February 1, 2007, the Company issued 40,000 restricted common shares to
Joseph Porrello. Mr. Porrello (a Director) exercised his stock option to
purchase 40,000 shares valued at $0.26 per share. The securities were sold based
on the exemption from registration provided by Section 4 (2) of the Securities
Act of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

On February 2, 2007, the Company consummated the private sale of 285,715
restricted common shares to one (1) accredited investor, at a price of $0.35 per
share. The total offering price was $100,000. The securities were sold based on
the exemption from registration provided by Section 4 (2) of the Securities Act
of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

9. 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.

                                       10
<PAGE>

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

9. TRANSACTION PROCESSING (continued)

We processed $1,688,994 of merchant transactions through our on-line web mall
during the Three months ended March 31, 2007 compared to $852,000 for the three
months ended March 31, 2006. The merchant transactions processed through our
on-line web mall produced $166,819 in gross revenue for the BSP Rewards segment
of the Company during the three months ended March 31, 2007 as compared to
$16,089 for the three months ended March 31, 2006.

10. SEGMENT REPORTING

The Company has two reportable segments: (1) entertainment properties which
includes audio and video products and (2) branded services which includes the
branded websites and branded loyalty rewards programs, all of the products of
which are sold in the United States. These operating segments were determined
based on the nature of the products and services offered. The segments share a
common workforce and office headquarters, which include an allocation of all
overhead components. Overhead items that are specifically identifiable to a
particular segment are applied to such a segment.

Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision-maker in deciding how to allocate resources and in
assessing performance. The Company's chief executive officer and chief financial
officer have been identified as the chief decision makers. The Company's chief
operation decision makers direct the allocation of resources to operating
segments based on the profitability and cash flows of each respective segment.

The Company evaluates performance based on several factors, of which the primary
financial measure is business segment income before taxes. The accounting
policies of the business segments are the same as those described in "Note 1:
Summary of Significant Accounting Policies." The following tables reflect the
operations of the Company's reportable segments:
<TABLE>
<CAPTION>
        Three Months ended            Branded    Entertainment   Corporate   Consolidated
          March 31, 2007             Services     Properties      and Elim      Total
-----------------------------------  ---------   -------------   ---------   ------------
<S>                                  <C>           <C>           <C>          <C>
Net Sales (2) .....................  $ 167,152     $   5,378            -     $ 172,530

Depreciation & Amortization (3) ...        558           330            -           888

Segment (Loss) Income before taxes    (161,842)       (7,123)     (34,908)     (203,873)

Segment assets (1) ................     88,978       130,145       83,937       303,060

Expenditures for segment assets (3)          -             -            -             -
</TABLE>

                                       11
<PAGE>

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

10. SEGMENT REPORTING (continued)
<TABLE>
<CAPTION>
        Three Months ended            Branded    Entertainment   Corporate   Consolidated
          March 31, 2006             Services     Properties      and Elim      Total
-----------------------------------  ---------   -------------   ---------   ------------
<S>                                  <C>           <C>           <C>          <C>
Net Sales (2) .....................  $  34,390     $  47,266            -     $  81,656

Depreciation & Amortization (3) ...        578         5,110            -         5,688

Segment (Loss) Income before taxes     (65,348)      (26,431)     (42,627)     (134,406)

Segment assets (1) ................     34,597       655,694          571       690,862

Expenditures for segment assets (3)          -             -            -             -
</TABLE>

(1) Total Business assets are owned or allocated assets used by each business.
    Corporate assets consist of cash and cash equivalents, marketable securities
    and certain other assets.

(2) Branded Services two year comparative segment revenue follows;

    (a) Gift Cards generated $144,693 in revenue for the three months ending
        March 31, 2007, as compared to $12,483 for the three months ended March
        31, 2006.

    (b) BSP Reward program generated $22,125 in revenue for the three months
        ended March 31, 2007, as compared to $3,606 for the three months ended
        March 31, 2006.

    (c) Other items generated $334 in revenue for the three months ended March
        31, 2007, as compared to $1,703 for the Three months ended March 31,
        2006.

(3) Corporate property additions, depreciation and amortization expense include
    items attributable to the unallocated fixed assets of support divisions and
    common facilities.

11. MAJOR CUSTOMERS

During the three months ending March 31, 2007, there were no major customers in
each of the segments. During the period ending March 31, 2006, there were no
major customers in each of the segments.

12. SUBSEQUENT EVENTS

NONE.

                                       12
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

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

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

OVERVIEW

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

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

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

RESULTS OF OPERATIONS

Three Months Ended March 31, 2007 as compared to Three Months Ended March 31,
2006

For the three months ended March 31, 2007, we had revenues from operations of
$172,530, and a net loss of $203,873. For the three months ended March 31, 2006,
we had revenues from operations of $81,656, and a net loss of $134,406.

Branded Services net sales increased $132,762 or 386 % to $167,152 compared to
$34,390 for the three months ended March 31, 2006.The increase is attributable
to increased sales of gift cards,individual memberships, and an increase of
merchants participating in our web mall.

Entertainment Properties net sales decreased $41,888 or 88.6 % to $5,378
compared to $47,266 for the three months ended March 31, 2006. This decrease is
attributable to the reduction of in store advertising.

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                        MEDIANET GROUP TECHNOLOGIES, INC.

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

Operating expenses for the three months ended March 31, 2007, were $178,029,
compared to $145,997 for the three months ended March 31, 2006, an increase of
$32,032. Consulting fees decreased $1,165; Insurance expense increased $1,846;
Payroll expense and related fringe benefits increased $9,804 due to the hiring
of additional staff; Commission expense increased $10,321; Telephone expense
increased $1,825: Rent expense increased $4,953 (due to increased sq. ft.
leased); Office expense increased $3,048; Dues and Subscriptions increased
$2,476 and Office Supplies increased $2,949.

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, 2007, deferred revenue amounted to
$55,000.

As of March 31, 2007, we had cash on hand of approximately $112,113. During the
three months ended March 31, 2007, net cash used in operations was $151,633, and
during the three months ended March 31, 2006, net cash used in operations was
$123,767. However, our operations are not yet profitable, and we continue to
require additional funding in order to continue business operations.

To date, we have funded our cash shortage and obtained the cash necessary to
continue operations primarily through debt and equity transactions with
management and through equity private placements.

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

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
primarily be dependent upon our ability to obtain outside working capital.
Although management believes we have established a base through which we can
continue to grow even without obtaining outside working capital, receipt of such
capital would allow us to enhance our existing applications and commence a
speedier and more complete marketing program.

The primary operations of the company are focused on the Branded Loyalty Rewards
segment of the business. The efforts are concentrated on (1) Building the
On-Line merchants network. (2) The participating Gift Card merchants. (3)
Initiating a participating In-Store merchant network. (4) Layering the BSP
platform onto credit, debit and prepaid cards. (5) Increasing the member base.
(6) Increasing transactions and fees.

The Company has signed Marketing Partner and/or Member Provider Agreements with
various individuals or companies to sell for the Company on a straight
commission basis. Additionally the Company has signed their initial Private
Branded Merchant Agreements with web-based retailers who will give and redeem
BSP Rewards and place their customers into the program as members.

The Company commenced market testing of the Mr. Rogers CD/DVD in the fourth
quarter, 2005. We are presently offering it for sale on a direct basis and
through various wholesale and retail distributors and both on-line and brick and
mortar stores. There is no assurance that we will realize any significant sales
or revenues in the future.

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                        MEDIANET GROUP TECHNOLOGIES, INC.

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

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

RISK FACTORS

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

ITEM 3.  CONTROLS AND PROCEDURES

    a)   Evaluation of Disclosure Controls and Procedures: As of March 31, 2007,
         our management carried out an evaluation, under the supervision of our
         Chief Executive Officer and 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 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.

    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.

                                       15
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

NONE

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

On January 23, 2007, the Company issued 25,000 shares of restricted common stock
to Robert Hussey for consulting services valued at $0.40 per share. The $0.40
per share price is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on January 23, 2007. The securities were sold
based on the exemption from registration provided by Section 4 (2) of the
Securities Act of 1933, in that these shares were acquired for investment
purposes only. A restrictive legend was placed on the certificate issued.

On January 23, 2007, the Company issued options to purchase 75,000 shares of
common stock to a director. The options are exercisable at $0.20 per share,
which represents 50% of the closing bid price per share of the Company's common
stock price on January 23, 2007.

On February 1, 2007, the Company issued 40,000 restricted common shares to
Joseph Porrello. Mr. Porrello (a Director) exercised his stock option to
purchase 40,000 shares valued at $0.26 per share. The securities were sold based
on the exemption from registration provided by Section 4 (2) of the Securities
Act of 1933, in that these shares were acquired for investment purposes only. A
restrictive legend was placed on the certificate issued.

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

    (a)  Exhibits

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

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

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

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

    (b)  Reports on Form 8-K

         o  On January 23, 2007, the Company filed a Form 8-K dated January 23,
            2007 reporting under ITEM 5.02 DEPARTURE OF PRINCIPAL OFFICERS,
            stating Mr. Joseph Porrello and Mr. Ivan Bial resigned from their
            position as Director of the Company. There were no disagreements by
            the Company or Mr. Porrello and Mr. Bial relating to the
            resignation.

         o  On January 23, 2007, the Company filed a Form 8-K dated January 23,
            2007 reporting under ITEM 5.02 ELECTION OF DIRECTORS; APPOINTMENT OF
            PRINCIPAL OFFICERS, stating Mr. Robert Hussey was elected to serve
            as a Director of the Company.

                                       16
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                        MEDIANET GROUP TECHNOLOGIES, INC.

                                   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 15, 2007                     By: /s/ Martin Berns
                                           ----------------
                                           Martin Berns
                                           President and Chief Executive Officer





Date: May 15, 2007                     By: /s/ James Dyas
                                           --------------
                                           James Dyas
                                           Chief Financial Officer

                                       17