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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

[X]  Quarterly report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 2006
                                            --------------

[ ]  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 12, 2006, the following shares were outstanding: 9,861,021

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

<PAGE>

                                EXPLANATORY NOTE

We are filing this amendment Number 1 to our Quarterly Report on Form 10-QSB for
the three months ended March 31, 2006, to restate the balance sheet for the
quarter then ended due to the restatement of our financial statements for the
year ended December 31, 2005 as filed in Form 10-KSB/A on October 24, 2006

This Amendment Number 1 to Form 10-QSB for the quarter ended March 31, 2006 does
not otherwise change or update the disclosures set forth in the Form 10-QSB as
originally filed and does not otherwise reflect events occurring after the
filing of the form 10-QSB. For a description of our business and the risk
related to our business, see our Annual Report on Form 10-KSB/A for the year
ended December 31, 2005.


<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                   FORM 10-QSB

                          Quarter Ended March 31, 2006

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

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

               Condensed Consolidated Balance Sheet
               March 31, 2006 (Unaudited) ..................................  3

               Condensed Consolidated Statements of Operations (Unaudited)
               For the Three Months Ended March 31, 2006 and 2005 ..........  4

               Condensed Consolidated Statements of Cash Flows (Unaudited)
               For the Three Months Ended March 31, 2006 and 2005 ..........  5

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

      Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations ............... 11

      Item 3 - Controls and Procedures ..................................... 13


PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings ........................................... 14

      Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds . 14

      Item 3 - Defaults upon Senior Securities ............................. 14

      Item 4 - Submission of Matters to a Vote of Security Holders ......... 14

      Item 5 - Other Information ........................................... 14

      Item 6 - Exhibits and Reports on Form 8-K ............................ 14


Signatures ................................................................. 15


                                        2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

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

                                                                      March 31,
                                                                    -----------
                                                                        2006
                                                                      Restated
                                                                    -----------
                                     ASSETS

Current assets
  Cash and cash equivalents ...................................     $    30,221
  Accounts receivable .........................................          57,377
  Inventory ...................................................          22,579
  Prepaid expense .............................................             285
                                                                    -----------
Total current assets ..........................................         110,462

Property, plant & equipment
  Computer equipment ..........................................          22,758
  Accumulated depreciation ....................................         (18,179)
                                                                    -----------
Net property, plant and equipment .............................           4,579

Other assets
  Trademark ...................................................           2,700
  Film library ................................................         379,779
  Record master ...............................................         193,343
                                                                    -----------
Total other assets ............................................         575,822
                                                                    -----------

Total assets ..................................................     $   690,863
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities ....................     $   152,243
  Deferred revenue ............................................          16,493
Due to stockholders ...........................................          31,398
                                                                    -----------
Total current liabilities .....................................         200,134

Stockholders' equity
  Common stock: par value $.001; 50,000,000 shares authorized;
  9,861,021 shares issued and outstanding .....................           9,861
  Additional paid in capital ..................................       3,679,116
  Accumulated deficit .........................................      (3,198,248)
                                                                    -----------
Total stockholders' equity ....................................         490,729
                                                                    -----------

Total liabilities and stockholders' equity ....................     $   690,863
                                                                    ===========

                 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,
                                                     --------------------------
                                                        2006            2005
                                                     -----------    -----------

Revenues
  Sales revenues .................................   $    81,656    $    38,406
  Cost of sales ..................................        70,065         26,014
                                                     -----------    -----------
    Gross profit .................................        11,591         12,392

Operating expenses
  Consulting fees ................................        32,088         70,104
  Other selling and administrative expenses ......       113,909         40,193
                                                     -----------    -----------
    Total operating expenses .....................       145,997        110,297
                                                     -----------    -----------

Loss from operations .............................      (134,406)       (97,905)


Provision for income taxes .......................             -              -
                                                     -----------    -----------

Net loss .........................................   $  (134,406)   $   (97,905)
                                                     ===========    ===========

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

Weighted average number of shares outstanding ....     9,753,243      7,807,675
                                                     ===========    ===========

                 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,
                                                           --------------------
                                                              2006       2005
                                                           ---------   --------
Cash flows from operating activities:
    Net loss ............................................  $(134,406)  $(97,905)
    Adjustments to reconcile net loss to
      net cash used in operations:
      Depreciation and amortization .....................      5,668     16,084
      Allowance for bad debt ............................          -          -
      Stock and warrants issued for services ............     24,800     15,000
      Stock options issued for services .................      7,289     18,559
      Impairment loss on film library ...................          -          -
      Changes in operating liabilities and assets:
         Accounts receivable ............................     40,900     (9,704)
         Inventory ......................................     10,279          -
         Prepaid expense ................................      1,984     (1,467)
         Accounts payable and accrued liabilities .......    (70,600)    (6,983)
         Deferred revenue ...............................     (9,681)         -
                                                           ---------   --------
    Net cash used in operations .........................   (123,767)   (66,416)

Cash flows from investing activities:
    Purchase of fixed assets ............................          -          -
    Investment in sound library .........................          -    (34,380)
                                                           ---------   --------
         Net cash used in investing activities ..........          -    (34,380)

Cash flows from financing activities:
    Stock issued for cash ...............................    125,000     58,000
    Net proceeds from due to stockholders ...............     18,398     40,065
                                                           ---------   --------
         Net cash provided by financing activities ......    143,398     98,065
                                                           ---------   --------

    Increase (decrease) in cash and cash equivalents ....     19,631     (2,731)

    Cash and cash equivalents, beginning of period ......     10,590     15,162
                                                           ---------   --------
    Cash and cash equivalents, end of period ............  $  30,221   $ 12,431
                                                           =========   ========

Supplemental disclosures of cash flow information:
    Cash paid for interest ..............................  $       -   $      -
                                                           =========   ========
    Cash paid for income taxes ..........................  $       -   $      -
                                                           =========   ========
Non-cash financing transactions
    Stock issued for payment of expenses by shareholder .  $       -   $ 52,027
                                                           =========   ========

                 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, 2006 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2006. For further information, refer
to the financial statements and footnotes thereto included in the Form 10-KSB
for the year ended December 31, 2005.

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 new business enterprise. At March 31, 2006 and 2005, current
liabilities exceeded current assets by $89,672 and $126,666, respectively.

The financial statements have been prepared on the basis that the Company will
continue as a going concern, which contemplates the realization and satisfaction
of liabilities and commitments in the normal course of business. At March 31,
2006 and 2005, the Company had an accumulated deficit of $3,228,248 and
$2,089,003. The Company also realized net losses of $134,406 and $97,905 for the
three months ended March 31, 2006 and 2005, 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

The following table summarizes the warrants outstanding as of March 31, 2006.

                                         Warrants       Exercise     Expiration
Warrant Holder                          Outstanding       Price         Date
--------------                          -----------       -----         ----
Lempert Brothers International USA          7,000         1.00        6/23/2008
John J. Plunkett                            1,400         1.00        6/23/2008
Brian K. Coventry                           5,600         1.00        6/23/2008
Other various holders                     175,000         1.00        6/23/2008
Lempert Brothers International USA         28,000         0.55        6/23/2010
John J. Plunkett                            5,600         0.55        6/23/2010
Brian K. Coventry                          22,400         0.55        6/23/2010
Tammi Shnider                             250,000         1.50       12/31/2008
                                          -------
Total Outstanding Warrants                495,000


On January 9, 2006, the Company consummated the private sale of 500,000
restricted common shares to one (1) accredited investor, at a price of $0.25 per
share

On March 6, 2006, the Company renewed its consulting agreement with Cameron
Associates to provide consulting advice regarding capital structure, financing,
M&A and operational matters. The Company issued 80,000 of its restricted common
shares for these services valued at $0.31 per share.

USE OF ESTIMATES

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

                                        7
<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SIGNIFICANT ESTIMATES

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

LONG-LIVED ASSETS

The carrying values of long-lived assets are periodically reviewed by management
and impairments would be recognized if the expected future non-discounted cash
flows derived from an asset were less than carrying values. An impairment of
$482,165 was recorded in December, 2005.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments reported in the Company's consolidated balance sheet
consist of cash, accounts receivable, prepaid expenses, accounts payable, notes
payable and accrued expenses, the carrying value of which approximate fair value
at March 31, 2006.

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, 2006, the Company has allowable federal net operating loss carry
forwards to offset future taxable income. The federal net operating loss carry
forwards of approximately $1,969,000 will expire during the years 2020 through
2025.

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.

                                        8
<PAGE>

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

5. LEGAL PROCEEDINGS

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

6. COMMITMENTS AND CONTINGENCIES

On March 6, 2006 the Company renewed its consulting agreement with Cameron
Associates to provide consulting advice regarding capital structure, financing,
M&A and operational matters.

During the first quarter of 2006, the Company renewed its agreement with COX
Broadcasting in Orange County, California to broadcast 65 episodes of the Howdy
Doody library.

7. CONSULTING AND SALES AGREEMENTS

During the period of January 1, 2006 through March 31, 2006, 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 6, 2006, the Company renewed its consulting agreement with Cameron
Associates to provide consulting advice regarding capital structure, financing,
M&A and operational matters. The Company agreed to issue 80,000 shares of
restricted common stock in exchange for their services.

8. 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 $16,493 at March 31, 2006.

                                        9
<PAGE>

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

8. REVENUE RECOGNITION (Continued)

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. At March 31, 2006 a reserve for returns
totaled $16,493 is included in accrued liabilities.

Revenues recognized during the period ended March 31, 2006 and 2005 related to
licensing agreements of the Company's film library totaled $216 and $11,357. 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. RECENT DEVELOPMENTS

On January 9, 2006, the Company consummated the private sale of 500,000 shares
of restricted common stock to one (1) accredited investor, at a price of $0.25
per share. The total offering price was $125,000. 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.

On March 6, 2006, the Company issued 80,000 shares of restricted common stock to
Cameron Associates for consulting services valued at $0.31 per share. The $0.31
per share price is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on March 6, 2006. 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.

10. SUBSEQUENT EVENTS

On May 11, 2006, the Company authorized the sale of 625,000 shares of its
restricted common stock, to be sold as a private placement to accredited private
investors.

11. RESTATEMENT

The Company restated its financial statements for the year ended December 31,
2005 on Form 10-KSB/A to correct its accounting for an acquisition of a
non-controlling interest in a subsidiary. The restatement resulted in an
increase in total assets and equity in the amount of $30,000, which restatement
has also been applied to these financial statements. The restatement had no
effect on the results of operations or loss per share.

                                       10
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

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

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

OVERVIEW

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

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

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

Our target markets for sales of our BSP Rewards program and the Brand-A-Port
product include small, medium and large sized companies and organizations that
will be able to utilize our product line. Our target market for reselling our
products and services is to companies that already have an existing sales force
or ability to act as a mass reseller for us. This potential market also includes
Membership Clubs, non-profit organizations, alumni associations, retailers and
corporations and their marketing alliance partners and home based business
sellers and network marketing companies.

We market our products and services primarily through third party resellers who
are paid on a commission basis. We have signed 20 marketing partner agreements
which are non-exclusive and we anticipate that we will sign agreements with
additional resellers in the future. These Agreements generally have a term of
one year with automatic one-year renewals.

                                       11
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

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

Developing market acceptance for our existing and proposed projects will require
substantial marketing and sales efforts and the expenditure of a significant
amount of funds to inform potential sponsors of the benefits and advantages of
company products and achieve name recognition. There can be no assurance that we
will be able to penetrate existing markets on a wide scale basis. It is our
intention to market both our Brand-A-Port product and the BSP Rewards program to
larger companies when we have the capital available to do so. Major membership
clubs, organizations and companies have the capability of ordering branded
portals in larger numbers and the capability of quickly expanding the BSP
membership base to a much greater participating group, both of which would
greatly enhance our potential revenue stream. They also have the ability to
market programs directly to their customers and members.

RESULTS OF OPERATIONS

During the three months ended March 31, 2006, we had revenues from operations of
$81,656 and a net loss of $134,406. For the three months ended March 31, 2005,
we had revenues from operations of $38,406 and a net loss of $97,905.

Operating expenses were $145,997 during the three months ended March 31, 2006 as
compared to $110,297 for the same period in 2005, an increase of $35,700.

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 portion which is
provided in services. As of March 31, 2006, deferred revenue amounted to $16,493
compared to $0 at March 31, 2005.

As of March 31, 2006, we had cash on hand of approximately $30,221. During the
three months ended March 31, 2006, net cash used in operations was $123,767, and
during the three months ended March 31, 2005, net cash used in operations was
$66,416. However, our operations are not yet profitable, and we continue to
require additional funding in order to continue business operations.

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 nine 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 primarily to 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.

                                       12
<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

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

The Company completed the initial development and beta testing of its BSP
program at the end of December 2003. The Company has signed Marketing Partner
Agreements with various individuals or companies to sell for the Company on a
straight commission basis. The Company has also signed Agreements with
organizations who enroll their members into the program. 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 believes it will begin to
receive limited revenues from these sales during the fiscal year 2006.

The Company completed market testing of the Mr. Rogers CD/DVD in the fourth
quarter, 2005. We are now 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.

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 June 30, 2006, 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.

                                       13
<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 9, 2006, the Company consummated the private sale of 500,000 shares
to one (1) accredited investor, at a price of $0.25 per share. The total
offering price was $125,000. 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.

On March 6, 2006, the Company issued 80,000 shares of restricted common stock to
Cameron Associates for consulting services valued at $0.31 per share. The $0.31
per share price is consistent with the market price of the Company's stock as
quoted on the OTC Bulletin Board on March 6, 2006. 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.

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 2, 2006, the Company filed a Form 8-K dated January 2, 2006
reporting under ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT, stating
on or about January 1, 2006, Child, Sullivan & Company, the principal accountant
for MediaNet Group Technologies, Inc. (the "Company") changed its accounting
practice from a corporation to a professional limited liability company named
Child, Van Wagoner & Bradshaw, PLLC.

o On January 9, 2006, the Company filed a Form 8-K dated January 9, 2006
reporting under ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES, the registrant
consummated the private sale of 500,000 shares to one (1) accredited investor,
at an exercise price of $0.25 per share.

                                       14
<PAGE>

                        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: October 24, 2006                 By: /s/ Martin Berns
                                           ----------------
                                           Martin Berns
                                           President and Chief Executive Officer



Date: October 24, 2006                 By: /s/ James Dyas
                                           --------------
                                           James Dyas
                                           Chief Financial Officer


                                       15