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

                                    FORM 10-K

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal period ended: __________________________

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from January 1, 2009 to September 30, 2009
                               ---------------    ------------------

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 of                      (I.R.S. Employer
     incorporation or organization)                   Identification Number)

5100 WEST COPANS ROAD, SUITE 810, MARGATE, FLORIDA             33063
--------------------------------------------------          ----------
     (Address of principal executive office)                (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ]   No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]   No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]


<PAGE>

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 232.405 of this chapter)is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of January 6, 2010, there were 27,303,552 shares of the Registrant's common
stock outstanding and the aggregate market value of such shares held by
non-affiliates of the Registrant's common stock (based upon the average bid and
ask price of such shares as reported on the Over-the-Counter Bulletin Board) was
approximately $9,000,000. Shares of the Registrant's common stock held by each
executive officer and director at January 6, 2009 have been excluded in that
such persons may be deemed to be affiliates of the Registrant. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

On January 6, 2010, the registrant also had outstanding 5,000,000 shares of
preferred stock, mandatorily convertible into common shares at a rate of 54.72
shares of common stock for each share of preferred stock. The registrant expects
that such conversion will take place on or before March 31, 2010. Such preferred
shares, while outstanding, vote together with the common stock on as-converted
basis. As soon as an increase in common shares has been approved by the State of
Nevada, USA and as soon as the common shares become available, such preferred
shares will be converted.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

                                       ii

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                                    FORM 10-K

      FOR THE TRANSITION PERIOD FROM JANUARY 1, 2009 TO SEPTEMBER 30, 2009

                                TABLE OF CONTENTS

NUMBER                                                                      PAGE
------                                                                      ----


PART I


Item 1.     Business .......................................................   3

Item 1A.    Risk Factors ...................................................   7

Item 1B.    Unresolved Staff Comments ......................................  12

Item 2.     Properties .....................................................  12

Item 3.     Legal Proceedings ..............................................  12

Item 4.     Submission of Matters to a Vote of Security Holders ............  12


PART II


Item 5.     Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities .............  13

Item 6.     Selected Financial Data ........................................  15

Item 7.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations .....................................  16

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk .....  24

Item 8.     Financial Statements and Supplementary Data ....................  25

Item 9      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure ......................................  25

Item 9A.    Controls and procedures ........................................  25

Item 9B.    Other Information ..............................................  26


PART III


Item 10.    Directors, Executive Officers, and Corporate Governance ........  28

Item 11.    Executive Compensation .........................................  32

Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters ................................  35

Item 13.    Certain Relationships and Related Transactions and Director
            Independence ...................................................  36

Item 14.    Principal Accounting Fees and Services .........................  36


PART IV


Item 15.    Exhibits, Financial Statement Schedules ........................  37

Signatures .................................................................  38

                                       iii

<PAGE>

                                   USE OF TERM

Except as otherwise indicated by the context, references in this report to
"Company," "MEDG," "we," "us" and "our" are references to the combined business
of MediaNet Group Technologies, Inc. and its subsidiaries.

                           FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K 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," "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 our
present and future operations, and statements which express or imply that such
present and future operations will or may produce revenues, income or profits.
In evaluating these forward-looking statements, you should consider various
factors, including those described in this Form 10-K under the heading "Risk
Factors". These and other factors may cause our actual results to differ
materially from any forward-looking statement. We caution you not to place undue
reliance on these forward-looking statements. Although we base these
forward-looking statements on our expectations, assumptions and projections
about future events, actual events and results may differ materially, and our
expectations, assumptions and projections may prove to be inaccurate. The
forward-looking statements speak only as of the date hereof, and we expressly
disclaim any obligation to publicly release the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this filing.

Forward-looking statements are not guarantees of performance and by their nature
are subject to inherent risks and uncertainties. We caution you therefore that
you should not rely on these forward-looking statements. You should understand
the risks and uncertainties discussed in "Item 1A--Risk Factors" and elsewhere
in this report, could affect our future results and could cause those results or
other outcomes to differ materially from those expressed or implied in our
forward-looking statements.

Any forward-looking information contained in this report speaks only as of the
date of the report. Factors or events may emerge from time to time and it is not
possible for us to predict all of them. We undertake no obligation to update or
revise any forward-looking statements to reflect new information, changed
circumstances or unanticipated events.

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties, and relate to future events or our future financial or
operating performance. These statements include, but are not limited to,
statements concerning:

   o  the anticipated benefits and risks of our business relationships;

   o  our ability to attract retail and business customers;

   o  the anticipated benefits and risks associated with our business strategy;

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<PAGE>

   o  our future operating results;

   o  the anticipated size or trends of the market segments in which we compete
      and the anticipated competition in those markets;

   o  potential government regulation;

   o  our future capital requirements and our ability to satisfy our capital
      needs;

   o  the potential for additional issuances of our securities;

   o  our plans to devote substantial resources to our sales and marketing
      teams;

   o  the possibility of future acquisitions of businesses, products or
      technologies;

   o  our belief that we can attract customers in a cost-efficient manner;

   o  the ability of our online marketing campaigns to be a cost-effective
      method of attracting customers;

   o  our belief that we can internally develop cost-effective branding
      campaigns;

   o  the results of upgrades to our infrastructure and the likelihood that
      additional future upgrades can be implemented without disruption of our
      business;

   o  our belief that we can maintain or improve upon customer service levels
      that we and our customers consider acceptable;

   o  our belief that our information technology infrastructure can and will
      support our operations and will not suffer significant downtime;

   o  our belief that we can maintain inventory levels at appropriate levels
      despite the seasonal nature of our business; and,

   o  our belief that we can successfully offer and sell a constantly changing
      mix of products and services.

                                        2

<PAGE>


                                     PART I


ITEM 1.  BUSINESS

BACKGROUND AND CORPORATE INFORMATION
------------------------------------

MediaNet Group Technologies, Inc., ("we," "us," "our," the "Company"), was
incorporated under the laws of the State of Nevada on June 4, 1999, under the
name of Clamshell Enterprises, Inc. We were formed as a "blind pool" or "blank
check" company whose business plan was to seek to acquire a business opportunity
through a merger, exchange of stock, or other similar type of transaction. On
March 31, 2003, we completed the business acquisition process by acquiring all
of the issued and outstanding common stock of Brand-A-Port, Inc. in a share
exchange transaction. We issued 5,926,662 shares in the share exchange
transaction in which Brand-A-Port's shareholders received one of our shares for
each share of common stock of Brand-A-Port which they owned. As a result of the
share exchange, Brand-A-Port became our wholly owned and operating subsidiary.

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. Therefore, although 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
is deemed to have adopted our capital structure.

We changed our name to MediaNet Group Technologies, Inc., in May, 2003.

In June, 2005, we changed the name of our subsidiary, Brand-A-Port, to BSP
Rewards, Inc. to better reflect our focused business endeavors.

OVERVIEW
--------

The operations of MediaNet Group Technologies, Inc. have been carried on through
our wholly owned subsidiary, BSP Rewards, Inc. As used herein, the "Company"
refers to MediaNet Group Technologies, Inc. and its wholly owned subsidiary. The
Company's operations included the design, development and marketing of (1)
branded loyalty programs, internet shopping malls and (2) branded websites. The
Company has decided to concentrate its focused efforts in our main subsidiary,
BSP Rewards, Inc.

In March, 2009, the Company sold its wholly owned subsidiary, Memory Lane
Syndications, Inc. which was inactive and had limited revenue during 2009 and
2008 and has been classified for financial presentation as a discontinued
operation.

BSP Rewards, Inc.

BSP Rewards, Inc, provides private branded loyalty and reward web malls and
programs to both for-profit and not-for-profit companies and organizations and
for online 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.

                                        3

<PAGE>

BSP REWARDS INC (BSP Rewards or BSP)

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 in our internet mall platform.

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.

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.

OUR INDUSTRY

We classify our business operations as a member of the loyalty, online shopping
mall, and rewards sector, and marketing services, each of which are fragmented
and diverse industries. While the industry consists of many companies and
organizations that provide loyalty and rewards in various means and fashions,
few offer a complete package. There are many other similar businesses; however,
most others do not include many of the features and benefits that we do
including offering a stored value debit card and continuous email communications
with members. It requires significant time and resources to develop a mature,

                                        4

<PAGE>

flexible, broad-based platform and to attract and market the program to a wide
variety of business segments. We are of the opinion that 85% of our operating
model is executed by other related businesses, however, not all 85% can be found
in one program or platform and the other 15% is proprietary to BSP Rewards. The
benefit of creating a viable and valuable rewards and shopping mall program in
today's environment is due to an ongoing shift towards online shopping versus
traditional brick and mortar shopping. Today's consumers are looking to save
wherever and whenever possible, particularly on their everyday shopping needs,
including gas, grocery, apparel and office supplies.

COMPETITION

We private brand our web mall program for companies, organizations and
associations with features that include, but is not limited to, their logo and
corporate image, cross links between the mall and their own corporate websites
where the end user associates the mall with the host brand. Our competition
includes other established loyalty/rewards companies, service provider that
aggregate affiliate network merchants and existing web portals. While some
competitors offer a private branded rewards program, most do not offer all of
the features as BSP, including our redemption option through a stored value
MasterCard, cross marketing applications and customer communications.

We intend to compete on the basis of pricing and speed to market, ease of use,
our platform and the number of features available in our proprietary BSP Rewards
application.

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.

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 mall 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 in their private
branded 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.

                                        5

<PAGE>

P
art of the marketing strategy for the BSP Rewards mall program is to continue
to maintain and operate various demonstration sites designed for specific
industries. We do not typically earn revenue from the operation of these sites,
but we use them to demonstrate to potential clients the types of features which
are available through BSP.

Developing market acceptance for our existing and proposed projects will
continue to require substantial marketing and sales efforts and the expenditure
of a significant amount of funds to inform potential member providers and
strategic marketing partners of the benefits and advantages of Company products
and services and to achieve name recognition. There can be no assurance that we
will be able to further penetrate existing markets on a wide scale basis.

Currently, the main marketing efforts of the Company are directed towards the
BSP Rewards program. We look for clients who have the ability to quickly expand
the BSP membership base to a much greater participating group, which would
greatly enhance our potential revenue stream through the utilization of our
internet mall.

OUR CHALLENGES

Our ability to successfully operate our business and achieve our goals and
strategies is subject to numerous challenges and risks as discussed more fully
in the section titled "Risk Factors," including for example:

   o  any failure to expand our operations and web presence to sufficiently meet
      our customers' demands and our ability to attract new clients;

   o  any inability to effectively manage rapid growth and accurately project
      market demand for our product offerings;

   o  risks associated with future investments or acquisitions;

   o  economic, political, regulatory, legal and foreign exchange risks
      associated with web-based enterprises;

   o  any loss of key members of our senior management; and,

   o  unexpected changes in economic situations or legal environment.

You should read and consider the information set forth in "Risk Factors" and all
other information set forth in this filing.

                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth a summary of the financial data for MediaNet
Group Technologies, Inc. and subsidiary for the nine (9) months ended September
30, 2009 and 2008 and balance sheet data as of September 30, 2009 and 2008. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes appearing elsewhere in this Report.

                                        6

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                                                 Nine Months Ended
                                                   September 30,
                                              2009            2008 (1)(2)
                                          ------------       ------------

Revenues ...........................      $ 1,721,623        $ 1,767,689
Operating expenses .................        1,444,259            850,922
Operating (loss) ...................         (944,507)          (555,406)
Income taxes .......................                0                  0
Net (loss) .........................         (950,799)          (555,046)
Loss per share - basic and diluted .            (0.04)             (0.03)

Working capital (deficit) ..........         (756,493)          (343,777)
Current assets .....................          196,793            171,790
Total assets .......................          204,419            181,790
Current liabilities ................          703,286            515,567
Total liabilities ..................          953,287            515,567
TOTAL STOCKHOLDERS' (DEFICIT) .....          (748,867)          (333,777)

(1)  2008 classifications are changed to conform to 2009 classifications
(2)  2008 amounts are unaudited

OUR ADDRESSES

The address of the Company's principal executive office is 5100 West Copans
Road, Suite 810, Margate, Florida 33063, and our telephone number is (954)
974-5818. We maintain a website at www.medianetgroup.com that contains
information about us, but that information is not a part of this Annual Report.


ITEM 1A. RISK FACTORS

WE HAVE AN OPERATING HISTORY OF CONTINUOUS LOSSES. WE ARE SUBJECT TO ALL THE
RISKS ASSOCIATED WITH THE FORMATION OF A NEW BUSINESS, INCLUDING POSSIBLE
FAILURE TO ACHIEVE OR SUSTAIN PROFITABILITY, WHICH WOULD ADVERSELY AFFECT THE
VALUE OF THE COMPANY AND THE MARKET VALUE OF OUR SHARES OF COMMON STOCK.

We are subject to all of the substantial risks inherent in the commencement of a
new business enterprise. New enterprises in the early stage may encounter
financial and operational difficulties and intense competition and failure to
become profitable. There can be no assurance that we will achieve our business
objectives, or that we will produce significant levels of revenues or achieve
sustainable profitability. Our prospects must be considered in light of the
risks, expenses, difficulties and delays frequently encountered in connection
with a developing business, the development and commercialization of Internet
websites based on innovative technology, and the high level of competition in
the industry in which we operate. Additionally, we will be subject to all the
risks incident to a rapidly developing business. Prospective investors should
consider the frequency with which relatively newly developed and/or expanding
businesses encounter unforeseen expenses, difficulties, complications and
delays, as well as such other factors as competition with substantially larger
companies.

THE PORTIONS OF OUR BUSINESS WHICH ARE RELATED TO REWARD PROGRAMS, ONLINE
COMMERCE AND THE INTERNET ARE VERY COMPETITIVE. THERE IS NO ASSURANCE THAT WE
WILL BE ABLE TO SUCCESSFULLY COMPETE IN THOSE MARKETS, WHICH WOULD ADVERSELY
AFFECT OUR ABILITY TO ACHIEVE OR SUSTAIN PROFITABILITY.

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<PAGE>

The online commerce market is rapidly evolving and intensely competitive. We
expect competition to intensify in the future because barriers to entry are
minimal, and current and new competitors can launch new web sites at a
relatively low cost. There are a multitude of "brand your own web site"
companies and software products available and every site on the web will compete
for attention with those which we create and maintain on behalf of our
customers. In addition, all categories of the Internet and rewards industries
are intensely competitive. There are many loyalty/reward programs covering
virtually every industry and product. These programs range from individual
retail establishments to major corporations, to branded reward programs.
Although we believe we can establish a niche as a provider of high quality
portals and rewards program, we will still be competing for funding and will
face intense competition from many other entities with greater experience and
financial resources than we have.

As a result, there can be no assurance that we will be able to compete
successfully to the extent necessary to significantly expand our business and
achieve profitability.

THE INTERNET AND ONLINE COMMERCE INDUSTRY ARE CHARACTERIZED BY RAPID
TECHNOLOGICAL CHANGE. WE MAY BE UNABLE TO COMPETE SUCCESSFULLY OR TO REMAIN
COMPETITIVE UNLESS WE ARE ABLE TO DEVELOP NEW PRODUCTS OR ADAPT EXISTING
PRODUCTS TO NEW TECHNOLOGIES. IF WE ARE UNABLE TO DO SO, IT WOULD ADVERSELY
AFFECT OUR ABILITY TO REACH OR MAINTAIN PROFITABILITY.

To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of the web malls and Internet portals
we market and sell. The Internet and the online commerce industry are
characterized by rapid technological change, changes in user and customer
requirements and preferences and frequent product and service introductions.

If competitors introduce products and services embodying new technologies or if
new industry standards and practices emerge, then our existing web sites,
proprietary technology and systems may become obsolete. Our future success will
depend on our ability to do the following:

   o  license and/or internally develop leading technologies useful in our
      business;

   o  enhance our existing services;

   o  develop new services and technology that address the increasingly
      sophisticated and varied needs of our prospective customers; and,

   o  respond to technological advances and emerging industry standards and
      practices on a cost-effective and timely basis.

The development of our web sites and other proprietary technology entails
significant technical and business risks. We may use new technologies
ineffectively or we may fail to adapt our web sites, proprietary technology and
transaction processing systems to customer requirements or emerging industry
standards. If we do not continue to improve and update our services and continue
to introduce new services, products and enhancements, we may lose customers or
fail to attract new customers. Losing existing customers or failing to attract
new customers would delay or adversely affect our ability to reach or maintain
profitability.

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<PAGE>

OUR RAPID EXPANSION COULD SIGNIFICANTLY STRAIN OUR RESOURCES, MANAGEMENT AND
OPERATIONAL INFRASTRUCTURE WHICH COULD IMPAIR OUR ABILITY TO MEET INCREASED
DEMAND FOR OUR PRODUCTS AND HURT OUR BUSINESS RESULTS.

To accommodate our anticipated growth, we will need to expend capital resources
and dedicate personnel to implement and upgrade our accounting, operational and
internal management systems and enhance our record keeping and contract tracking
system. Such measures will require us to dedicate additional financial resources
and personnel to optimize our operational infrastructure and to recruit more
personnel to train and manage our growing employee base.

If we cannot successfully implement these measures efficiently and
cost-effectively, we will be unable to satisfy the demand for our products,
which will impair our revenue growth and hurt our overall financial performance.

IF WE CANNOT KEEP PACE WITH MARKET CHANGES AND PRODUCE IMPROVED WEB SITES WITH
NEW TECHNOLOGIES IN A TIMELY AND COST-EFFICIENT MANNER TO MEET OUR CUSTOMERS'
REQUIREMENTS AND PREFERENCES, THE GROWTH AND SUCCESS OF OUR BUSINESS WILL BE
HINDERED.

The Internet market is characterized by increasing demand for new and advanced
technologies, evolving industry standards, intense competition and wide
fluctuations in product supply and demand. If we cannot keep pace with market
changes and produce web site products incorporating new technologies in a timely
and cost-efficient manner to meet our customers' requirements and preferences,
the growth and success of our business will suffer.

From time to time, new products, product enhancements or technologies may
replace or shorten the life cycles of our products or cause our customers to
defer purchases of our existing products.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THE OPERATING EFFECTIVENESS OF OUR
INTERNAL CONTROLS ATTESTED TO BY OUR INDEPENDENT AUDITORS.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the
SEC adopted rules requiring public companies to include a report of management
on the Company's internal controls over financial reporting in their annual
reports, including Form 10-K. We are subject to this requirement commencing with
our fiscal year ended September 30, 2008 and a report of our management is
included under Item 9A of this Annual Report on Form 10-K. In addition, SOX 404
requires the independent registered public accounting firm auditing a company's
financial statements to also attest to and report on the operating effectiveness
of such company's internal controls. However, this annual report does not
include an attestation report because under the current law, we will not be
subject to these requirements until our annual report for the fiscal year ending
September 30, 2010. We can provide no assurance that we will comply with all of
the requirements imposed thereby. There can be no assurance that we will receive
a positive attestation from our independent auditors. In the event we identify
significant deficiencies or material weaknesses in our internal controls that we
cannot remediate in a timely manner or we are unable to receive a positive
attestation from our independent auditors with respect to our internal controls,
investors and others may lose confidence in the reliability of our financial
statements.

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<PAGE>

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The risks and uncertainties described below are not the only ones facing us.
Other events that we do not currently anticipate or that we currently deem
immaterial also may affect our results of operations and financial condition.

OUR OPERATING RESULTS MAY FLUCTUATE.

Our operating results have varied on a quarterly basis during our operating
history. Our operating results may fluctuate significantly as a result of a
variety of factors, many of which are outside our control. Factors that may
affect our operating results include the following:

   o  our ability to retain an active user base, attract new users, and;

   o  our ability to increase activity of the users of our web malls;

   o  the amount and timing of operating costs and capital expenditures relating
      to the maintenance and expansion of our businesses, operations, and
      infrastructure;

   o  general economic conditions, including higher inflation, the possibility
      of a recession in the U.S. and interest rate fluctuations, as well as
      those economic conditions specific to the Internet and ecommerce
      industries;

   o  regulatory and legal actions imposing obligations on our businesses or our
      users;

   o  the actions of our competitors, including the introduction of new sites,
      services, products and technologies;

   o  consumer confidence in the safety and security of transactions using our
      websites or technology;

   o  the cost and availability of online and traditional advertising, and the
      success of our brand building and marketing campaigns;

   o  our ability to develop product enhancements, programs, and features at a
      reasonable cost and in a timely manner;

   o  our ability to upgrade and develop our systems, infrastructure, and
      customer service capabilities;

   o  technical difficulties or service interruptions involving our websites or
      services provided to us or our users by third parties;

   o  our ability to comply with the requirements of entities whose services are
      required for our operations, such as credit card associations and banks;

   o  our ability to attract new personnel in a timely and effective manner and
      to retain key employees; and,

   o  continued consumer acceptance of the Internet as a medium for commerce and
      communication in the face of increasing publicity about fraud, spoofing,
      phishing, viruses, spyware, and other dangers of the Internet.

                                       10

<PAGE>

RISKS RELATED TO THE MARKET FOR OUR STOCK

THE MARKET PRICE OF OUR COMMON STOCK IS VOLATILE, LEADING TO THE POSSIBILITY OF
ITS VALUE BEING DEPRESSED AT A TIME WHEN YOU WANT TO SELL YOUR HOLDINGS.

The market price of our common stock is volatile, and this volatility may
continue. For instance, between January 1, 2008 and September 30, 2009, the
closing bid price of our common stock, as reported on the markets on which our
securities have traded, ranged between $0.03 and $0.28. Numerous factors, many
of which are beyond our control, may cause the market price of our common stock
to fluctuate significantly. These factors include:

   o  our earnings releases, actual or anticipated changes in our earnings,
      fluctuations in our operating results or our failure to meet the
      expectations of financial market analysts and investors;

   o  changes in financial estimates by us or by any securities analysts who
      might cover our stock;

   o  speculation about our business in the press or the investment community;

   o  significant developments relating to our relationships with our customers
      or suppliers;

   o  stock market price and volume fluctuations of other publicly traded
      companies and, in particular, those that are in the web-based industry;

   o  customer demand for our products;

   o  general economic conditions and trends;

   o  major catastrophic events;

   o  changes in accounting standards, policies, guidance, interpretation or
      principles;

   o  loss of external funding sources;

   o  sales of our common stock, including sales by our directors, officers or
      significant stockholders; and,

   o  additions or departures of key personnel.

Moreover, securities markets may from time to time experience significant price
and volume fluctuations for reasons unrelated to operating performance of
particular companies. These market fluctuations may adversely affect the price
of our common stock and other interests in our company at a time when you want
to sell your interest in us.

IT MAY BE DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES BECAUSE OF A
LIMITED TRADING MARKET AND BECAUSE OF RESTRICTIONS IMPOSED BY THE PENNY STOCK
RULES, WHICH MAY REDUCE OR ELIMINATE THE ABILITY TO REALIZE A PROFIT FROM THE
SALE OF YOUR SHARES.

                                       11

<PAGE>

There is a limited trading market for the shares and there can be no assurance
that an active trading market will develop, or, if such a market does develop,
that it will be sustained. The trading market is subject to rules adopted by the
Securities and Exchange Commission that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks are generally
equity securities with a price of less than $5.00, except for securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to make a special written
determination that the penny stock is a suitable investment for the purchaser
and to receive the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitability statement. These
disclosure requirements will have the effect of making it more difficult for an
active trading market in the Shares to be created or sustained. Since there is
only a limited trading market in the Shares, holders of the Shares may have
difficulty selling their shares which may reduce or eliminate their ability to
realize a profit from the sale of their shares.

WE DO NOT INTEND TO PAY DIVIDENDS ON SHARES OF OUR COMMON STOCK FOR THE
FORESEEABLE FUTURE.

We have never declared or paid any cash dividends on shares of our common stock.
We intend to retain any future earnings to fund the operation and expansion of
our business and, therefore, we do not anticipate paying cash dividends on
shares of our common stock in the foreseeable future.


ITEM 1B. UNRESOLVED STAFF COMMENTS

NONE


ITEM 2.  PROPERTIES

As of September 30, 2009, the Company leased approximately 2,784 sq. ft. of
office space from an unaffiliated third party.

The term of the lease, which has a two (2) year term starting in 2008 as
follows:

     $4,203 per month for the first twelve months, and $4,335 per month for the
     last twelve months expiring January 31, 2010.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No known director, officer or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.


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

No matters were submitted to a vote of our security holders during quarter ended
September 30, 2009.

                                       12

<PAGE>


                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR OUR COMMON STOCK
---------------------------

Our shares of common stock are quoted on the Over-The-Counter Bulletin Board.
The Over-The-Counter Bulletin Board is a quotation medium for subscribing
members only. Only market makers can apply to quote securities on the
Over-The-Counter Bulletin Board. We cannot guarantee that we will obtain a
market maker or such a quotation. Although we will seek a market maker for our
securities, our management has no agreements, understandings or other
arrangements with market makers to begin making a market for our shares. There
is no limited trading activity in our securities, and there can be no assurance
that a regular trading market for our common stock will ever be developed, or if
developed, will be sustained.

A shareholder in all likelihood, therefore, will not be able to resell their
securities should he or she desire to do when eligible for public resale.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities.

In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates, who have
held their restricted shares for one year, may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resale
of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

The availability for sale of substantial amounts of common stock under Rule 144
could adversely affect prevailing market prices for our securities.

DIVIDEND POLICY

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.

                                       13

<PAGE>

All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares dividends out of the funds legally
available. Shares of preferred stock participate with common shares on the basis
of 54.7229736 shares of common stock for each share of preferred stock. These
dividends may be paid in cash, property or shares of common stock. We have not
paid any dividends since our inception and presently anticipate that all
earnings, if any, will be retained for development of our business. Any future
dividends will be at the discretion of our Board of Directors and will depend
upon, among other things, our future earnings, operating and financial
condition, capital requirements, and other factors.

Our shares are "penny stock" within the definition of that term as contained in
the Securities Exchange Act of 1934. Penny Stock is generally an equity security
with a price of less than $5.00. Our common shares will then be subject to rules
that impose sales practice and disclosure requirements on broker-dealers who
engage in transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to the sale, unless the broker-dealer
is otherwise exempt. Generally, an individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with his or her spouse is considered an accredited investor. In addition, unless
the broker-dealer or the transaction is otherwise exempt, the penny stock
regulations require the broker-dealer to deliver, prior to any transaction
involving a penny stock, a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock market. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the Registered
Representative and current bid and offer quotations for the securities. In
addition a broker-dealer is required to send monthly statements disclosing
recent price information with respect to the penny stock held in a customer's
account, the account's value and information regarding the limited market in
penny stocks. As a result of these regulations, the ability of broker-dealers to
sell our stock may affect the ability of selling securityholders or other
holders to sell their shares in the secondary market. In addition, the penny
stock rules generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

CLOSING BID PRICES (1)
----------------------

    Quarter Ended                  HIGH        LOW
    -------------                 ------      -----
    December 31, 2007 ......       $0.19      $0.09
    March 31, 2008 .........        0.06       0.04
    June 30, 2008 ..........        0.18       0.03
    September 30, 2008 .....        0.28       0.09
    December 31, 2008 ......        0.16       0.05
    March 31, 2009 .........        0.27       0.13
    June 30, 2009 ..........        0.22       0.15
    September 30, 2009 .....        0.24       0.13

(1) The above tables set forth the range of closing prices per share
www.yahoo.com for the periods indicated.

                                       14

<PAGE>

REPORTS TO STOCKHOLDERS
-----------------------

Our shareholders, through our filings on the web, including http://www.sec.gov,
can review all of our periodic reporting filed under the Exchange Act, including
our annual reports for the years ended December 31, 2008 and 2007. Additionally,
shareholders should review our Form 10-Q's for the periods ended June 30, 2009
and March 31, 2009, and all filings to current date.

APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
-------------------------------------------------

At September 30, 2009, there were approximately 300 stockholders of record of
our common stock.


ITEM 6.  SELECTED FINANCIAL DATA

The selected consolidated statement of income data for the nine (9) months ended
September 30, 2009, and balance sheet data as of September 30, 2009, are derived
from our audited consolidated financial statements included elsewhere in this
Report. The September 30, 2008 statement of income data and balance sheet data
as of September 30, 2008 was derived from our unaudited consolidated financial
statements.

The following selected historical financial information should be read in
conjunction with our consolidated financial statements and related notes and the
information contained in Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

                                            NINE MONTHS ENDED SEPTEMBER 30,
STATEMENT OF OPERATIONS DATA:                   2009              2008 (1)
                                            ------------       ------------

Sales revenue: .......................      $  1,721,623       $  1,767,689
Cost of sales ........................         1,221,871          1,472,173
Gross profit .........................           499,752            295,516
Expenses:
   Selling and Administrative expenses         1,193,991            691,498
   Consulting Fees (1) ...............           250,268            159,424

      Total expenses .................         1,444,259            850,922

Loss from Operations .................          (944,507)          (555,406)
Interest  ............................            (6,292)               360
Net Loss  ............................      $   (950,799)      $   (555,046)

Gain on Sale of Subsidiary............            74,990                  -

Loss per Share - basic and diluted ...              (.04)              (.03)

Weighted average number of shares
 outstanding - basic and diluted .....        23,688,236         19,205,527

(1) 2008 classifications are changed to conform to 2009 classifications

                                       15

<PAGE>

                                                     SEPTEMBER 30,
BALANCE SHEET DATA:                             2009              2008 (1)
                                            ------------       ------------
Cash and cash equivalents ............      $     46,372       $     45,390
Working capital (deficit) ............          (756,493)          (343,777)
Total assets .........................           204,419            181,790
Total current liabilities ............           703,286            515,567
Long term liability ..................                 0                  0
Total liabilities ....................           953,287            515,567
Total stockholders'(deficit) .........          (748,867)          (333,777)

(1) 2008 classifications are changed to conform to 2009 classifications


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

You should read the following discussion in conjunction with our audited
historical consolidated financial statements, which are included elsewhere in
this Form 10-K. Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements that are forward-looking. These
statements are based on current expectations and assumptions, which are subject
to risk, uncertainties and other factors, including, but not limited to, those
described in the subsection titled "Risk Factors," located in Part I, Item 1A,
of this Form 10-K.

CORPORATE OVERVIEW

The Company was organized under the name Clamshell Enterprises, Inc. in 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 operations at September 30, 2009, were carried on through BSP
Rewards, Inc. our wholly owned subsidiary.

On October 22, 2009, the Company changed its fiscal year from December 31 to
September 30. Accordingly, the following information relates to the operations
of the Company for the period which began on January 1, 2009, and ended on
September 30, 2009, and the comparable period which began on January 1, 2008,
and ended September 30, 2008.

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:

                                       16

<PAGE>

                                               FOR THE NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                2009               2008
                                            ------------       ------------
Revenues
   Gift Cards ........................      $  1,258,759       $  1,478,643
   Loyalty Points-commissions                    328,322            281,576
   Web Design / Maintenance / hosting            134,542              7,470
           Total Gross Revenues ......         1,721,623          1,767,689

Cost of Sales
   Gift Cards ........................         1,138,716          1,399,493
   Loyalty Points ....................            50,715             71,544
   Web Design / Maintenance / hosting             32,440              1,136
          Total Cost of Sales ........         1,221,871          1,472,173

RESULTS OF OPERATIONS
---------------------

COMPARISON OF 2009 AND 2008

Fiscal Nine Month period Ended September 30, 2009 as compared to Fiscal Nine (9)
Month period ended September 30, 2008.

SALES REVENUES
--------------

STATEMENT OF OPERATION ITEMS
----------------------------

For the fiscal nine (9) month period ended September 30, 2009, we had revenues
from operations of $1,721,623, and a loss from operations of $(944,507). For the
nine (9) month period ended September 30, 2008, we had revenues from operations
of $1,767,689, and a loss from operations of $(555,406).

   o  GIFT CARD sales decreased $219,884, or 15% to $1,258,759 in 2009 compared
      to $1,478,643 for the fiscal nine (9) month period ended 2008. The
      decrease is a result of the following:

   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.

   o  The Company reduced 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.

   o  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.

                                       17

<PAGE>

   o  LOYALTY POINT revenues increased $46,746 or 17%, to $328,322 in 2009
      compared to $281,576 for the fiscal nine (9) month period ended 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 increased $127,072, or 1,701%, to
      $134,542 in 2009 compared to $7,470 for the fiscal nine (9) month period
      ended 2008. The increase is primarily attributable to building our base as
      we obtain new web mall clients.

COST OF SALES of gift cards and processing fees decreased in 2009 to $1,138,716
from $1,399,493 in 2008 as a direct result of our change of business model as of
April 30, 2009.

COST OF SALES of loyalty points decreased in 2009 to $50,715 from $71,544 in
2008 as a direct result of the decrease of revenues of web mall and gift card
revenues.

COST OF SALES of web design/maintenance increased in 2009 to $27,022 from $1,136
in 2008 as a direct result of the cost associated with increased revenues.

OPERATING EXPENSES for the fiscal nine (9) month period ended September 30,
2009, were $1,444,259 compared to $850,922 for the fiscal nine (9) month period
ended September 30, 2008. The net increase $593,337 was a direct result of
increased expenses from the pending merger at September 30, 2009 having closed
on October 19, 2009. Additionally, the Company expended additional funds in
utilizing the services of outside consultants.

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

LOYALTY POINTS PAYABLE at September 30, 2009, was $209,025, compared to $133,773
at September 30, 2008, a increase of $75,252. The increase was a direct result
of consumer increasing the use of their purchasing products through the web
mall.

ACCRUED LIABILITIES at September 30, 2009 were $310,044, compared to $153,936 at
September 30, 2008, an increase of $156,108. The increase was a result of
increased expenses during 2009 as a result of the merger related cost and the
use of services of outside consultants.

ACCOUNTS PAYABLE AND NOTE PAYABLE to related party increased by $209,000 at
September 30, 2009 as compared to September 30, 2008. The increase was the
result of a working capital advancement from the merger participant of $250,000.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of these financial
statements requires management to make estimates and judgments. We believe that
the determination of the carrying value of our long-lived assets, the valuation
allowance of deferred tax assets and valuation of share-based payment
compensation are the most critical areas where management's judgments and
estimates most affect our reported results. While we believe our estimates are
reasonable, misinterpretation of the conditions that affect the valuation of
these assets could result in actual results varying from reported results, which
are based on our estimates, assumptions and judgments as of the balance sheet
date.

                                       18

<PAGE>

Revenue Recognition
-------------------

The Company recognizes revenue when there is persuasive evidence of an
arrangement, delivery has occurred, the fee is fixed or determinable,
collectability is reasonably assured, and there are no substantive performance
obligations remaining. The Company's revenue recognition policies are in
conformity Accounting Standards Codification ("ASC") 985-605-25 "Software
Revenue Recognition", which was previously formerly AICPA's Statement of
Position No. 97-2, "Software Revenue Recognition", as amended ("SOP 97-2").The
Company also considers EIFT-0021 and EIFT-99-19 in identifying and determining
its different types of revenue and payment streams. Our comprehensive revenue
recognition policy with reference to each revenue stream is to recognize income
when the Company has completely performed its obligations to deliver goods or
rendered services to customers. The Company has identified three revenue and
payment streams: the sale of gift cards, the design and maintenance of web malls
and an incentive or loyalty point program.

As to the sale of gift cards, since we have the inventory and credit risks, we
recognized the gross sales upon receipt of payment and the shipping of the gift
cards from our offices to the consumer. In the case where the Company builds web
sites for clients, revenue is recognized when the web site is finished and
operational and the client makes final payment. All clients, whereby the Company
has built the web mall, usually contract with the Company for the maintenance of
the web site. The Company charges, in certain cases, a per-client, per-month
repetitive web-site maintenance service fee. Customer payments received in
advance for providing maintenance or design services are recorded as revenue and
are then recognized proportionately as the maintenance services are performed.

As to the incentive-loyalty points program, where we have no inventory or credit
risks, we recognize revenue 45 days after the sale has been made in the client's
web mall. The 45 day waiting period is a contractual or verbal arrangement with
the web merchant and the Company's business practice to allow for returns and
collections risks on the part of the merchant. After the 45 day period expires,
the web merchant pays the Company the contracted for rebate/commission. Upon the
receipt of payment from the merchant, the Company recognizes revenue as earned
pursuant to the agreement with said client.

The Company's loyalty point program revenue recognition program can be
illustrated as follows: If the agreed percentage to the consumer member from the
merchant mall has been agreed to be 2% of the value of the items purchased, then
this amount is tracked and accumulated by our in house developed programs. The
consumer-member earns these two points as $2.00 (2% on $100 of purchases) and is
allocated to its account after the before mentioned 45 day waiting period. The
term or life of these loyalty points to the consumer is two years from the date
of the consumers last transaction, before it is lost. Unclaimed or unused points
are recognized as income after the two year period expires. This practice is
known in the industry as "breakage." However, the two-year term is extended for
another two years every time the consumer-member purchases or redeems through
the web site. Loyalty points earned but unused by consumers are recorded on our
books as a loyalty points payable and expense. They are credited to our
liability account as long as the consumer/member does not use them to make
further purchases within our merchants' member web malls. If a member uses them
to make further purchases his account is debited. The consumer is also debited
if he "loads" these points as cash on to our membership provided debit card. If
he loads them onto a pre-paid debit card he may use it as any debit card and
even make cash withdrawals at an ATM machine. In this case his account is
debited reducing the loyalty point liability on our books. Through vendors that
manage the debit card programs, the Company (pays-to fund) the points loaded by

                                       19

<PAGE>

the member. Any transaction fees paid to any such vendor is recognized by the
Company as commission expense. The "breakage" is recognized by the Company by
debiting the loyalty point payable and crediting the loyalty point commission
expense, thus reflecting the income due to breakage. This income has been
immaterial, since there is a strong incentive by the consumers to spend these
points within our member mall due to their economic savvy and our marketing
efforts.

Stock-Based Compensation Expense
--------------------------------

Effective December 31, 2007, the Company adopted the provisions of ASC Topic
718, Compensation -- Stock Compensation," which requires the Company to
recognize expense related to the fair value of stock-based compensation awards.
The Company elected the modified prospective transition method as permitted by
Topic 718, under which stock-based compensation is based on the grant date fair
value estimated in accordance with the provisions of Topic 718. We estimate the
fair values of share-based payments on the date of grant using a Black-Scholes
option pricing model, which requires assumptions for the expected volatility of
the share price of our common stock and a risk-free interest rate over the
expected term of the stock-based award.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect
at the time of the grant date with a remaining term equal to the expected tem of
the stock-based award. In December 2007, the SEC issued guidance allowing
companies, under certain circumstances, to utilize a simplified method, based on
the average of the vesting term and contractual term of the award, in
determining the expected term of stock-based awards. Since we do not have
sufficient historical exercise data to provide a reasonable basis upon which to
estimate the expected term due to the limited period of time that our equity
shares have been publicly traded, we utilize the simplified method to calculate
the expected term of stock-based awards. The assumptions used in calculating the
fair value of stock-based awards represent our best estimates, but these
estimates involve inherent uncertainties and the application of management
judgment. As a result, if factors change and we use different assumptions, our
stock-based compensation expense could be materially different in the future.

Income Taxes
------------

Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. A
valuation allowance on deferred tax assets is established when management
considers it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The Company files consolidated federal and
state income tax returns.

Effective January 1, 2007, the Company adopted Financial Accounting Standards
Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", ("FIN
48") and FSP FIN 48-1, which amended certain provisions of FIN 48. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in financial
statements in accordance with Accounting Standards Codification Topic 740

                                       20

<PAGE>

"Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 requires
that the Company determine whether the benefits of the Company's tax positions
are more likely than not of being sustained upon audit based on the technical
merits of the tax position. The provisions of FIN 48 also provide guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, and disclosure. In connection with our adoption of FIN 48, we analyzed
the filing positions in all of the federal and state jurisdictions where we are
required to file income tax returns, as well as all open tax years in these
jurisdictions. There was no impact on our consolidated financial statements upon
the adoption of FIN 48 on January 1, 2007. The Company did not have any
unrecognized tax benefits and there was no effect on the financial condition or
results of operations as a result of implementing FIN 48 or FSP FIN 48-1. In
accordance with FIN 48, the Company adopted the policy of recognizing penalties
in selling, general, and administrative expenses and interest, if any, related
to unrecognized tax positions as income tax expense.

Recent Authoritative Accounting Pronouncements
----------------------------------------------

Recent Accounting Literature
FASB Accounting Standards Codification (Accounting Standards Update ("ASU")
2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification ("the
Codification") as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company's
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification during the nine months
ended September 30, 2009.

As a result of the Company's implementation of the Codification during the nine
months ended September 30, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.

Subsequent Events
(Included in Accounting Standards Codification ("ASC") 855 "Subsequent Events",
previously SFAS No. 165 "Subsequent Events")

SFAS No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or available to be issued ("subsequent events"). An entity
is required to disclose the date through which subsequent events have been
evaluated and the basis for that date. For public entities, this is the date the
financial statements are issued.

                                       21

<PAGE>

SFAS No. 165 does not apply to subsequent events or transactions that are within
the scope of other GAAP and did not result in significant changes in the
subsequent events reported by the Company. SFAS No. 165 became effective for
interim or annual periods ending after June 15, 2009 and did not impact the
Company's financial statements. The Company evaluated for subsequent events
through the issuance date of the Company's financial statements. No recognized
or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets
(Included in ASC 350 "Intangibles -- Goodwill and Other", previously FSP SFAS
No. 142-3 "Determination of the Useful Lives of Intangible Assets")

FSP SFAS No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company's financial
statements.

Noncontrolling Interests
(Included in ASC 810 "Consolidation", previously SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51")

SFAS No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years beginning
after December 15, 2008 with early application prohibited. The adoption of SFAS
No. 160 did not have any other material impact on the Company's financial
statements.

Consolidation of Variable Interest Entities -- Amended
(To be included in ASC 810 "Consolidation", SFAS No. 167 "Amendments to FASB
Interpretation No. 46(R)")

SFAS No. 167 amends FASB Interpretation No. 46(R) "Consolidation of Variable
Interest Entities regarding certain guidance for determining whether an entity
is a variable interest entity and modifies the methods allowed for determining
the primary beneficiary of a variable interest entity. The amendments include:
(1) the elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-interest
entity, and (3) changes to when it is necessary to reassess who should
consolidate a variable-interest entity. SFAS No. 167 is effective for the first
annual reporting period beginning after November 15, 2009, with earlier adoption
prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not
anticipate any material impact on the Company's financial statements.

                                       22

<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009, we had cash and cash equivalent of $46,372. The
following table provides detailed information about our net cash flow for the
nine months ended September 30, 2009 and 2008.

                             STATEMENT OF CASH FLOW

                                                           Nine Months ended
                                                             September 30,
                                                          2009           2008
                                                       ----------     ----------

Net cash (required) in operating activities ......     $  334,975     $  525,582
Net cash provided by financing activities ........        339,000        375,000
Net cash flow (deficit) ..........................          4,025      (150,582)

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

PLAN OF OPERATIONS

Our primary focus is to develop our BSP Rewards business. It has taken us longer
than anticipated to implement our expansion plan because of several factors
including the delay of launching several major programs for which we have signed
contracts. The delays are outside of our control and the timing for which our
clients are responsible. The expansion of our operations is dependent on
obtaining outside financing and working capital. During 2009, we experienced a
difficult market based on economic conditions as compared to 2008 in obtaining
financings and equity for expansion of our operations. Additionally, the clients
that we have and are trying to attract (corporations, affinity groups and
non-profits) were also feeling the effects of the economic environment in 2008
and continuing in 2009 which affected the timing of executing and fulfilling
contracts.

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 Online
merchant network, (2) The participating Gift Card merchants, (3) Layering the
BSP platform onto credit, debit and prepaid cards, (4) Increasing the member
base, (5) Increasing transactions and fees, (6) Signing additional private
branded mall clients.

                                       23

<PAGE>

We are aware that the economic condition has slowed operations substantially in
2009 and 2008 and we anticipate this continuing through 2009 and 2010 as the
U.S. economy is currently in a state of uncertainty. In addition, we are aware
that business trends relative to the Internet are constantly changing. 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 revenues or income from operations.

OUR BUSINESS

The following description of our business contains forward-looking statements
relating to future events or our future financial or operating performance that
involves risks and uncertainties, as set forth above under "Special Note
Regarding Forward-Looking Statements." Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in Section 1A under the
heading "Risk Factors" and elsewhere in this Form 10-K.

OUR MARKET PRESENCE

We engage in the design, development and sale of Private Brand Internet malls.
Our clients promote our Internet malls and offer the program to their own
customer base, whereby we share, in the commissions earned through purchases
made at the over 1,000 participating web and gift card merchants. Additionally,
we host, maintain and provide full administration for our client's private
branded malls.

   o  WEB MALLS. We have established relationships with merchants, distributors
      and reps for over 1,000 merchants including over 50 gift card providers.
      In essence, this aggregation of merchants has been progressing over years
      whereby we have one of the largest merchant malls on the Internet. The
      participating merchants pay a commission on the customer's sales we send
      that are consummated. We share in those rebates with our customers, and
      sometimes with our clients. The merchants in the mall include many of the
      best known and biggest retailers in the country and change from time to
      time as we increase or decrease our relationships.

   o  MAINTENANCE AND HOSTING. We host and maintain private branded web malls
      for which we normally receive an upfront fee for the building and/or
      creation of web malls and a monthly maintenance fee to host and maintain.
      Additional fees may occur if our clients request customization.

OUR EMPLOYEES

As of September 30, 2009 we had 10 full time employees plus outside independent
representatives, and consultants. The Company has an employment agreement with
Martin A. Berns, Chief Executive Officer and Director. From time to time, the
Company also has consulting arrangements with a Director who performs marketing
services for the Company.


I
TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use derivative financial instruments and have no foreign exchange
contracts. Our financial instruments consist of cash and cash equivalents, trade
accounts and contracts receivable, accounts payable and long-term obligations.

                                       24

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The full text of our audited consolidated financial statements as of September
30, 2009, December 31, 2008, and the unaudited September 30, 2008, begins on
page F-1 of this Annual Report on Form 10-K.


ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term "disclosure controls and
procedures" to mean a company's controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. The Company maintains such a system of controls and procedures in an
effort to ensure that all information which it is required to disclose in the
reports it files under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified under the
SEC's rules and forms and that information required to be disclosed is
accumulated and communicated to principal executive and principal financial
officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are designed to provide reasonable
assurance of achieving the objectives of timely alerting them to material
information required to be included in our periodic SEC reports and of ensuring
that such information is recorded, processed, summarized and reported with the
time periods specified. Our chief executive officer and chief financial officer
also concluded that our disclosure controls and procedures were effective as of
the end of the period covered by this report to provide reasonable assurance of
the achievement of these objectives.

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the
financial statements and related financial information appearing in this
Transition Report on Form 10-K. The financial statements and notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America. The management of the Company also is responsible for
establishing and maintaining adequate internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's
internal control over financial reporting is defined as a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance

                                       25

<PAGE>

with generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer,
does not expect that the Company's disclosure controls and internal controls
will prevent all error and all fraud. Because of its inherent limitations, a
system of internal control over financial reporting can provide only reasonable,
not absolute, assurance that the objectives of the control system are met and
may not prevent or detect misstatements. Further, over time control may become
inadequate because of changes in conditions or the degree of compliance with the
policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and Chief Financial
Officer, our management evaluated the effectiveness of the Company's internal
control over financial reporting as of September 30, 2009, based upon the
framework in Internal Control -Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on that
evaluation, our management has concluded that, as of September 30, 2009, the
Company's internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this Annual Report on Form 10-K.

There was no significant change in the Company's internal control over financial
reporting during the last fiscal quarter, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.


ITEM 9B. OTHER INFORMATION.

CHANGES IN CONTROL OF REGISTRANT; MERGER AGREEMENT
--------------------------------------------------

On October 19, 2009, there was a change in the effective control of our Company.
On that date pursuant to the Company's Merger Agreement dated as of August 10,
2009, and subsequently amended on September 25, 2009, among the Company, the
Company's then subsidiary, MediaNet Merger Sub, Inc., a Nevada corporation, and
CG Holdings Limited, a Cyprus limited company "CG," the Company acquired all of
the issued and outstanding shares of CG for 5,000,000 shares of the Company's
Series A Preferred Stock. The Series A Preferred Stock has a voting power, as to
each share, of 54.72 common share votes, and is mandatorily convertible into
common shares on the same basis upon the Company's increasing its authorized
common shares to no less than five hundred million (500,000,000) shares, which
it intends to do as soon as practicable. Accordingly, the shareholders of CG
control 90% of the voting power of the Company. Further as a condition of the

                                       26

<PAGE>

acquisition of CG by the Company, we agreed to appoint Michael Hansen as a
director, the President and Chief Executive Officer of our Company; Kent
Holmstoel as a director, Chairman and Chief Operating Officer of our Company;
and Andreas Kusche as a Director and the General Counsel of the Company. Also in
connection with the Merger, all of the directors of the Company other than Mr.
Berns have resigned. The appointment of Messrs. Hansen, Holmstoel, and Kusche
will be effective upon our compliance with Securities and Exchange Commission
Rule 14f-1.

AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
-----------------------------------------------------------------------

On September 18, 2009, the Company amended its bylaws. The changes to the bylaws
consisted substantially of the correction of the Company's name to its current
name, MediaNet Group Technologies, Inc.; the enlargement of the description of
the various officers that can be appointed by the Company's Board of Directors,
together with a fuller description of their various responsibilities; a
provision that the Company shall have not less than one (1) or more than 15
directors; and that Nevada Revised Statutes Sections 78.378 and 78.3793, which
deal with the acquisition of an interest in Nevada corporations, do not apply to
the Company.

On October 22, 2009, the Company's Board of Directors determined to change its
fiscal year end from December 31 to September 30 to conform to CG's fiscal year
end

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS
------------------------------------------------------------------------------

On October 29, 2009, the Company appointed Michael Hansen as its President and
Chief Executive Officer and Kent Holmstoel as its Chairman of the Board of
Directors and Chief Operating Officer. In connection with their appointment as
officers of the Company, the Company assumed the employment agreements of
Messrs. Hansen and Holmstoel with CG Holdings Limited. Pursuant to those
Agreements Mr. Hansen is to receive monthly compensation of EUR $15,000 and Mr.
Holmstoel is to receive monthly compensation of EUR $15,000. Mr. Hansen is a
fifty percent (50%) beneficial owner of CG Holdings Limited, which owns ninety
percent (90%) of the Company's Series A Convertible Preferred Stock. The Series
A Convertible Preferred Stock is to be converted into 273,614,868 shares of the
Company's common stock, or 90% of the shares of the Company's common stock,
determined on a fully-diluted basis, then to be outstanding, upon the Company's
increase in its authorized common shares to no less than five hundred million
(500,000,000) shares.

Also on October 29, 2009, Messrs. Hansen and Holmstoel, Andreas Kusche, the
Company's General Counsel, and Steven Adelstein were elected directors of the
Company effective as to Messrs. Hansen, Holmstoel and Kusche ten (10) days after
the filing of Schedule 14F-1 with the Securities and Exchange Commission.

On October 23, 2009, Martin Berns stepped down as the Company's Chief Executive
Officer but remains on the Board of Directors and continues as Chief Executive
Officer of the Company's BSP Rewards operating company.

In connection with the completion of the Company's merger with CG, the Company's
directors, who had agreed to resign in connection with that merger, resigned on
October 19, 2009.

                                       27

<PAGE>

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------

On October 29, 2009, Lenox Resources, LLC, a Delaware limited liability company
("Lenox") which is an indirect subsidiary of MediaNet Group Technologies, Inc.,
a Nevada corporation (the "Company"), executed and closed on a Software Purchase
Agreement with MSC, Inc., d/b/a Lariat (the "Agreement") for the purchase and
assignment of database tracking, monitoring, statistic tools and widget software
known as "Cinch" and "Connect" (the "Software") and associated copyrights. The
purchase price of the Software was $400,000 paid in cash at closing, together
with two percent (2%) of the common stock of the Company. The common stock
payable to MSC, Inc., will not be dilutive to the Company's existing common
shareholders because the two percent (2%) will be paid by CG Holdings Limited.
Pursuant to the Agreement, Lenox will hire certain staff of MSC, Inc., who are
dedicated to the development of the Software. The Agreement also provides that
MSC, Inc., will have a right to market the Software to its own clients as a
distributor, with the exclusion of any sale that would compete with the Company.


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF AND CORPORATE GOVERNANCE

Set forth below are the names of our directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years. The Directors will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified. Executive officers will serve at the Board's
discretion.

The names, ages and titles of our Executive Officers and Directors as of January
6, 2010, and September 30, 2009 are as follows:

At January 6, 2010
------------------

NAME                AGE    POSITION                                    COMMITTEE
----------------    ---    ----------------------------------------    ---------
Kent Holmstoel      49     Chairman of the Board of Directors and      (1)(3)
                           Chief Operating Officer
Michael Hansen      39     Director and Chief Executive Officer        (3)
Andreas Kusche      39     Director and Corporate Council              (1)(3)
Martin Berns        73     Director and Chief Executive Officer of
                           BSP Rewards, Inc. (2)
Steven Adelstein    62     Director                                    (1)(**)
Alfred Fernandez    46     Chief Financial Officer and Secretary

(1)  Audit Committee
(2)  BSP Rewards Inc. is a wholly owned subsidiary of the Company
(3)  Subject to the filing of Schedule 14F-1
(**) Indicates Chairman of the Committee

BIOGRAPHICAL INFORMATION

Martin A. Berns was Chairman and Chief Executive Officer of the Company, which
he co-founded, from January 2003 until his resignation in October 2009, at which
time he became President of the Company's BSP Rewards, Inc., subsidiary. He has
been a Director of the Company since January 2003, and continues in that
position. Mr. Berns has been the chief architect of the Company's business plan,
business model and BSP Rewards program. Mr. Berns has forty years of experience
as a marketing consultant, including advertising, TV commercials and show

                                       28

<PAGE>

production. Mr. Berns' background includes developing marketing plans and the
subsequent establishment, training and administration of sales organizations for
national companies. Mr. Berns was the founder of Solid Gold Savings Stamps in
the 1960's, a loyalty rewards program whose clients included Sinclair Oil
Company.

Michael Hansen has gained extensive experience from his work in internationally
recognized creative environments. In 2003 he visualized the idea of DubLi as a
powerful market player in the rapidly growing eCommerce market. Michael Hansen
holds a degree as a mechanical engineer and worked in the late eighties and
early nineties as a developer in the Danfoss Group. Later, he was recruited by
LEGO and was responsible for theme world development and designs. In 1996
Michael Hansen became self-employed and was the owner of a successful chain of
franchise restaurants which he sold in 1999 to pursue a career in the network
marketing industry. Mr. Hansen, a founder of DubLi, oversees the direction of
DubLi and acts as a motivator for DubLi's business associates. He became
President and Chief Executive Officer of the Company on October 29, 2009.

Kent Holmstoel. Mr. Holmstoel has a MA in finance and 25 years of top level
management experience. He has for more than a decade worked as a strategic
advisor and board member in fast-growing international companies. He has prior
experience as managing director in an IT company and was recently a director of
OIB International. He is also a recognized author on financial subjects. Mr.
Holmstoel joined DubLi as a freelance consultant. Since then he has assisted
with strategy, planning and negotiations on a regular basis, and started working
permanently for DubLi in May 2009. He became Chief Operating Officer and
Secretary of the Company on October 29, 2009.

Andreas Kusche studied at Humboldt University in Berlin, as well as at the
University of Alicante in Spain. He launched the German film production service
company "screenart" in 2000 and was a consultant to an international film fund.
After completing his law studies with the federal state examination of Germany
in 2004, he applied for admission as an attorney and joined the Harting law
firm, specialists for media law in Berlin from 2004 to 2007. There he worked,
among other things, in the fields of national and international tax law, and
completed the tax law examination successfully. He has over eight years
experience in advising media production companies, and was especially active in
the fields of media finance and media funds.

Steven Adelstein is a private equity investor. He currently serves as Officer
and Director of TheWebDigest Corp. and AUW Inc., a private entity involved in
real estate, venture capital and consulting. Mr. Adelstein served as a Director
of National Health Partners Inc. from December 2004 to February 2005 and Officer
and Director of Information Architects Corporation from September 2008 to April
2009. Mr. Adelstein served as Interim Chief Financial Officer of MediaNet Group
Technologies, Inc. (the "Company") from July 2, 2007, until August 31, 2007. Mr.
Adelstein received a BS in Business Administration from the University of South
Florida and is currently an inactive Certified Public Accountant. On October 29,
2009, Mr. Adelstein was elected a member of the Board of Directors of the
Company.

Alfred Fernandez has been Chief Financial Officer of the Company since July 2,
2007. From 2004 to May 2007, Mr. Fernandez served as Chief Financial Officer of
Money Express Financial Corp., an international money service company. From 2002
to 2004 he served as a Divisional Controller at Ivax Corporation. Prior to 2002,
Mr. Fernandez held the position of Chief Financial Officer at Girosol Corp. He
has served in the position of Controller and Chief Financial Officer for over 15
years. Mr. Fernandez is an active CPA and has a J.D. from Seton Hall University.

                                       29

<PAGE>

At September 30, 2009
---------------------

NAME                    AGE   POSITION                   CURRENT STATUS
---------------------   ---   ------------------------   ----------------------
Martin A. Berns          73   Chairman of the Board of   Remains a member of
                              Directors and Chief        the Board of Directors
                              Executive Officer
Eugene H. Berns (1)      73   Director                   Resigned (2)
Thomas C. Hill (1)       50   Director, Director of      Resigned (2)
                              Operations
Robert Hussey (1)(**)    59   Director                   Resigned (2)
Bruce Hollander          70   Director                   Resigned (2)
Brent Gephart            37   Director                   Resigned (2)
Alfred Fernandez         46   Chief Financial Officer    Remains an Officer

(1) Audit Committee
(2) Resigned effective October 19, 2009
(**) Indicates Chairman of the Committee

Officers generally hold their positions at the pleasure of the Board of
Directors, absent any employment agreement.

BIOGRAPHICAL INFORMATION - OF DIRECTORS THAT RESIGNED OCTOBER 19, 2009

EUGENE H. BERNS has served as a Director of the Company since January 2003. Mr.
Berns serves as President of Housing Marketing Team, a marketing consultation
company whose services include local and national housing industry trend
analysis, individual and multiple community marketing programs. He served
twenty-three (23) years as Vice President of Sales and Marketing and as a member
of the Board of Directors for one of South Florida's largest American Stock
Exchange community builders. Additionally, he held many leadership positions in
the housing industry, including past President of the Gold Coast Builders
Association, and currently serves on many state and national committees. He is
the recipient of numerous industry awards.

THOMAS C. HILL was elected a Director of the Company on January 31, 2005. Mr.
Hill has been the President of Xcel Marketing Group since January 2003. From
February 1999 to December 2002, Mr. Hill was the Executive Vice President of
Xcel Marketing Group which develops loyalty marketing solutions for the
hospitality, media and financial industries. Previously, as a co-founder of
Gusto Marketing, he was responsible for all aspects of marketing and business
development for this newspaper media industry rewards/loyalty program. Earlier
in his career, Mr. Hill served as the Marketing Director for The Miami Herald,
one of Knight-Ridder's leading newspapers.

ROBERT F. HUSSEY was elected a Director of the Company effective January 23,
2007. Mr. Hussey is a private equity investor. Mr. Hussey currently serves as a
Director of Axcess International, Inc. and Digital Lightwave, Inc. Mr. Hussey
also serves on the Board of HC Wainright & Co., World Racing Group Inc. and on
the Board of Advisors for Argentum Capital Partners. From 1991 through 1996, Mr.
Hussey served as President, CEO and Director of Metro Vision of North America.
From 1984 through 1991, Mr. Hussey was Founder, President, CEO and Director of
POP Radio Corp. Prior to POP Radio, Mr. Hussey worked at Grey Advertising, Inc.,
E.F. Hutton and American Home Products, Inc. Mr. Hussey received a B.S. in
Business Administration from Georgetown University and an MBA in International
Business from George Washington University.

                                       30

<PAGE>

BRUCE L HOLLANDER was elected a Director of the Company effective November 15,
2007. He is a retired Chairman of the Board, Chief Executive Officer and
President of BioLok International Mr. Hollander was President and Chief
Executive Officer of BioLok since 1996, and Chairman of the Board of Directors
since 1998. Mr. Hollander was sole owner of Lion Wines and Spirits, a Florida
beverage distributor from 1991 to 1995; and President of B.L. Hollander &
Associates, a business consultant to a number of companies, including Kohlberg,
Kravis, Roberts & Co., from 1982 to 1984. Prior to 1982 he was an executive with
Incom\ International, Rockwell International and General Electric. Mr. Hollander
received a BSIE from the Pratt Institute, a MSEM from Union College (GE -
Co-op.) and is an APICS certified fellow.

BRENT GEPHART was elected a Director of the Company effective November 15, 2007.
He is presently CEO and President of Card Processing Consultants, Inc., which
act as consultants for Fortune 100 banks including Fiserv, merchant processing
companies and Fortune 500 companies. His company is a Registered MSR/ISO for
Royal Bank of Scotland. Prior to that, he served as COO and Executive Vice
President Sales and Marketing for Financial Services for Innuity, Inc. where he
developed strategic partnerships with stored value debit card issuers and
developed the companies own private label stored value issuing program. He
developed offshore banking and acquiring relationships for U.S. merchants
pursuing offshore incorporations (IBC's) in the E.U. and L.A.C.R. Mr. Gephart
also served as Executive Vice President U.S. Corporate Strategy and Alternative
Distribution for Moneris Solutions, Inc and was previously Director of Marketing
and Director of Corporate Strategy for Chase Merchant Services, the acquiring
division of J.P. Morgan Chase. Additionally, Mr. Gephart attended Visa Bankcard
Management School at Harvard University.

There are no agreements or understandings for any of our Executive Officers or
Directors to resign at the request of another person, and no Officer or Director
is acting on behalf of nor will any of them act at the direction of any other
person.

BOARD COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors is currently composed of five (5) members: Kent
Holmstoel, Michael Hansen, Andreas Kusche, Martin Bern and Steven Adelstein. All
actions of the Board of Directors require the approval of a majority of the
Directors in attendance at a meeting at which a quorum is present.

COMMITTEES

Our Board of Directors currently has one committee standing. The Audit Committee
is comprised of one independent director as Chairman of the Audit Committee and
two (2) other directors (Kent Holmstoel and Andreas Kusche). From time to time,
the Board of Directors may establish other committees.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our audit committee consists of three members, of which one (1) is "independent"
as that term is defined under the SEC Rules. Our audit committee oversees our
accounting and financial reporting processes and the audits of the financial
statements of our company. Mr. Adelstein serves as our audit committee financial
expert as that term is defined by the applicable SEC rules.

INDEPENDENT DIRECTOR

Steven Adelstein is our only "independent" director.

                                       31

<PAGE>

POLICY REGARDING BOARD ATTENDANCE

Our Directors are expected to attend Board meetings as frequently as necessary
to properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our Directors are expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them to
do so.

DIRECTOR COMPENSATION

For the nine (9) month period ended September 30, 2009, we issued 200,000 common
shares to each of our directors including Martin A. Berns, a non-independent
director. For the nine (9) months ended September 30, 2008, we issued 50,000
common shares to each of our independent directors.

Under the terms of the Indemnification Agreements, we agreed to indemnify the
independent directors against expenses, judgments, fines, penalties or other
amounts actually and reasonably incurred by the independent directors in
connection with any proceeding if the independent director acted in good faith
and in our best interests. It is our practice to reimburse our directors for
reasonable travel expenses related to attendance at board of directors and
committee meetings.

FAMILY RELATIONSHIPS

The only family relationships at September 30, 2009 and 2008, among our
Directors or Officers is that of Eugene H. Berns and Martin A. Berns, who are
brothers. On October 19, 2009, Eugene H. Berns resigned as a member of the Board
of Directors and at December 1, 2009 there are no family relationships among our
Directors and officers.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d) of the Security Exchange Act during the fiscal nine (9)
month period ended September 30, 2009. Thomas C Hill, who was then a director of
the Company, failed to file a report with respect to 400,000 common shares.
Bruce Hollander, who was then a director of the Company, failed to file a report
with respect to 200,000 common shares.

CODE OF ETHICS

In March 2004, we amended our code of business conduct and ethics and expanded
the scope of the code of business conduct and ethics to cover the conduct of our
business by all employees, officers and directors. We intend to maintain the
highest standards of ethical business practices and compliance with all laws and
regulations applicable to our business, including those relating to doing
business outside the United States.


ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to our Chief Executive Officer and
Chief Financial Officer, for services during the last two fiscal periods of nine
(9) months ended September 30, 2009 and 2008 in all capacities to us, our
subsidiaries and predecessors. No executive officer received compensation of
$100,000 or more in any of the last two fiscal periods of nine (9) months ended
September 30, 2009 and 2008 or twelve (12) months ended September 30, 2009 and
2008.

                                       32

<PAGE>

                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION

NAME                NINE MONTH                  OTHER       RESTRICTED
AND PRINCIPAL       ENDED            SALARY     FRINGE      STOCK
POSITION            SEPTEMBER 30,    ($)        BENEFITS    AWARDS        TOTAL
----------------    -------------    -------    --------    ----------    ------

Martin Berns        2009             $39,000    12,370      18,750        70,120
Chief Executive
Officer             2008             $39,000    10,043      22,500        71,543

Alfred Fernandez    2009             $56,250     2,888       7,750        66,888
Chief Financial
Officer             2008             $56,250       -0-       6,000        62,250

(1) Mr. Berns has an employment contract with the Company, commencing January 1,
2005 which was extended through December 31, 2009 at an annual salary of $52,000
per year, plus normal fringe benefits including, but not limited to, a car
allowance and health benefits. During 2008, Mr. Berns received 150,000
restrictive common shares, 100,000 for being a member of the Board and 50,000 as
additional compensation and 0 shares for the year ending December 31, 2009.

(2) Mr. Fernandez received 75,000 restricted shares for year ending December 31,
2008. Mr. Fernandez annual salary is $75,000 plus normal benefits including, but
not limited to issuance of restricted common shares from time to time.
Accordingly, for the nine (9) month period September 30, 2009, Mr. Fernandez
received 260,000 restricted common shares valued at fair market value of $0.06
per share.

BONUSES AND DEFERRED COMPENSATION

We do not have any agreements to issue bonuses, deferred compensation or
retirement plans. From time to time, the Board of Directors grants bonuses,
stock issuances and other benefits.

CONSULTING ARRANGEMENTS

Mr. Hill, a Director at September 30, 2009 and 2008, had a consulting
arrangement with the Company pursuant to which he provided professional services
on a month-to-month basis. For the fiscal nine (9) month period ended September
30, 2009 and 2008, Mr. Hill's consulting company was paid $ 46,500 and $37,500
for respectively. Additionally, as a Director, Mr. Hill received 100,000
restrictive common shares for nine (9) month period ended September 30, 2009 and
2008. Additionally, Mr. Hill's consulting company has signed a member provider
with a web site agreement for the nine (9) month period ended September 30, 2009
and 2008. As of September 30, 2009 and 2008, no material revenues have resulted
from this agreement.

Mr. Adelstein, a member of the Board of Directors, for the nine (9) months ended
September 30, 2009, Mr. Adelstein received 500,000 restricted common shares
valued at fair market value of $.06 per share. Effective October 29, 2009, from
time to time, performed consulting services and received restricted common
shares of the Company as compensation.

STOCK OPTIONS

The Company has a stock option plan for key personnel covering 350,000 shares of
common stock. At September 30, 2009, there were no shares issued under this
plan.

                                       33

<PAGE>

EMPLOYMENT CONTRACTS

Mr. Berns, the former Chairman and Chief Executive Officer of the Company, had
an employment contract with the Company, commencing January 1, 2005 through
December 31, 2009 at an annual salary of $52,000 per year, plus normal fringe
benefits. This employment contract has been assigned to BSP Rewards, Inc.,
wholly owned subsidiary of the Company which is President of. Mr. Berns received
for the nine (9) month period ended September 30, 2009, an additional 500,000
restrictive common shares as additional compensation, 200,000 as a Director and
300,000 as other compensation. For the nine (9) months ending September 20,
2008, Mr. Berns received an additional 150,000 restrictive common shares as
additional compensation, 100,000 as a Director and 50,000 as other compensation.
From time to time, the Board of Directors is authorized to issue bonuses, stock
awards and other fringe benefits.

From time to time, we have granted equity-based awards to our named executive
officers and directors, and we do not provide any retirement benefits or
severance or change of control benefits to our named executive officers.

PAYMENT OF POST-TERMINATION COMPENSATION

The Company does not have change-in-control agreements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of ours in which indemnification
would be required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.

                                       34

<PAGE>

Director Compensation

The following table provides summary information concerning compensation awarded
to, earned by, or paid to any of our directors for all services rendered to the
Company in all capacities for the fiscal year ended September 30, 2009:

This figure includes compensation paid to Martin Berns for work performed as an
officer of the Company:

<TABLE>
<CAPTION>
                                                                        Change in
                                                                         Pension
                      Fees                              Non-Equity      Value and
                      Earned                            Incentive     Non-qualified
Name and Principal   And Paid     Stock      Option        Plan       Compensation      All Other
Position             in Cash    Awards(s)   Award(s)   Compensation     Earnings      Compensation    Total
------------------   --------   ---------   --------   ------------   -------------   ------------   ---------
<S>                  <C>        <C>         <C>        <C>            <C>             <C>            <C>
Martin Berns .....          0      12,000          0              0               0      81,368(1)   93,368(1)
Eugene Berns .....          0      12,000          0              0               0           0      12,000
Thomas Hill ......          0      12,000          0              0               0           0      12,000
Robert Hussey ....          0      12,000          0              0               0           0      12,000
Brent Gephart ....          0      12,000          0              0               0           0      12,000
Bruce L. Hollander          0      12,000          0              0               0           0      12,000
</TABLE>


COMPENSATION DISCUSSION AND ANALYSIS

BACKGROUND AND COMPENSATION PHILOSOPHY

Our compensation philosophy and objective are simple and straightforward: our
goal is to compensate our executives fairly for the services they provide. In
2009, we accomplished our goal by providing a base salary to our named executive
officers, the amount of which was established and determined by our Board of
Directors.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of September 30, 2009, for (a) each
of our directors, (b) each of our executive officers, (c) each stockholder known
to be the beneficial owner of more than 5% of any class of the our voting
securities, and (d) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 and does not necessarily bear on the economic incidents of
ownership or the rights to transfer the shares described below.

Unless otherwise indicated, (a) each stockholder has sole voting power and
dispositive power with respect to the indicated shares and (b) the address of
each stockholder who is a director or executive officer is c/o MediaNet Group
Technologies, Inc., 5100 West Copans Road, Suite 810, Margate, FL 33063.

                                       35

<PAGE>

NAME AND                        NUMBER OF SHARES
ADDRESS                        BENEFICIALLY OWNED     PERCENT OF CLASS
----------------               ------------------     ----------------
Martin A. Berns (1) ......          5,907,511              21.64
Eugene H. Berns (1) ......            879,584               3.22
Thomas C. Hill (1) .......            485,833               1.78
Robert Hussey (1) ........            600,833               2.20
Brent Gephart (1) ........          1,000,000               3.66
Bruce L Hollander (1) ....            967,798               3.54
Alfred  Fernandez (1) ....            410,000               1.50
All officers and
directors (7 persons) ....         10,251,559              37.55

(1) The person listed is an officer, a director, or both, of the Company at
September 30, 2009.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, the Company borrows from officers and directors. At September
30, 2009 and 2008, these loans were $91,500 and $55,000 respectively.

At September 30, 2009, the Company borrowed $250,000 from CG Holdings Limited, a
privately held, European based holding company for the DubLi companies. At
September 30, 2009, the Company was under agreement to merge with CG Holdings
Limited and the transaction closed October 19, 2009.

Director Independence

The NASDAQ Stock Market has instituted director independence guidelines that
have been adopted by the Securities & Exchange Commission. These guidelines
provide that a director is deemed "independent" only if the board of directors
affirmatively determines that the director has no relationship with the company
which, in the board's opinion, would interfere with the director's exercise of
independent judgment in carrying out his or her responsibilities. Significant
stock ownership will not, by itself, preclude a board finding of independence.

Our Board of Directors has determined that Steven Adelstein is our sole
independent director as of January 6, 2010.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Lake & Associates CPA LLC is the Company's independent registered public
accounting firm engaged to examine the Company's consolidated financial
statements for the fiscal nine (9) month period ended September 30, 2009 and the
year ended December 31, 2008.

FEES FOR THE FISCAL NINE (9) MONTH PERIOD ENDED SEPTEMBER 30, 2009, AND THE YEAR
ENDED DECEMBER 31, 2008

AUDIT AND TAX FEES - Lake & Associates CPA's LLC was paid or accrued an
aggregate fee of approximately $35,000 for the accounting services and tax
services for the nine (9) month period ended September 30, 2009, and $25,000 for
the year ended December 31, 2008.

These fees for accounting services included the audit of our annual financial
statements and for the reviews of the financial statements included in our
quarterly reports on Form 10-Q for the periods ended March 31, June 30.

                                       36

<PAGE>

The aggregate fees billed by Lake & Associates CPA's LLC for tax compliance,
advice and planning were $2,500 for the fiscal period ended September 30, 2009
and 2008.

ALL OTHER FEES. Lake & Associates CPA's LLC were paid approximately $16,000 of
other professional services and fees during the nine (9) month period ended
September 30, 2009, and approximately $2,500 for the nine (9) month period ended
September 30, 2008.

BOARD OF DIRECTORS PRE-APPROVAL POLICIES AND PROCEDURES

Since the establishment of the Audit Committee, our Board of Directors has
adopted the policy to pre-approve audit and permissible non-audit services
provided by our independent auditors.


                                     PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The Exhibits listed below are filed as part of this Transition Report.

(a) Financial Statements

1. The following financial statements of MediaNet Group Technologies, Inc. are
included in Part II, Item 8:

Independent Auditors' Report .......................................         F-2
Balance Sheet-September 30, 2009 and December 2008 .................         F-3
Statements of Operations - for the nine months ended                 
September 30, 2009, December 31, 2008 and September 30, 2008 .......         F-4
Statements of Cash Flows - for the nine months ended                 
September 30, 2009 and 2008 ........................................         F-5
Statements of Stockholders' Equity - for the nine months             
ended September 30, 2009 and 2008 ..................................         F-6
Notes to Financial Statements ...................................... F-7 to F-22
                                                                    
(b) Exhibits

31.1     Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the
         Securities Exchange Act of 1934, as amended.

31.2     Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the
         Securities Exchange Act of 1934, as amended.

32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       37

<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) 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: January 12, 2010         By: /s/ Michael Hansen
                                            ------------------
                                            Michael Hansen, Director and
                                            Chief Executive Officer

         Date: January 12, 2010         By: /s/ Alfred Fernandez
                                            --------------------
                                            Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the
following directors on behalf of the registrant and in the capacities and on the
dates indicated.

         Date: January 12, 2010         By: /s/ Martin Berns
                                            ----------------
                                            Martin Berns

         Date: January 12, 2010         By: /s/ Steven Adelstein
                                            --------------------
                                            Steven Adelstein

                                       38

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.


                          INDEX TO FINANCIAL STATEMENTS


                                                                         PAGE
                                                                     -----------

Report of Independent Registered Public Accounting Firm ...........      F-2

Balance Sheets ....................................................      F-3

Statements of Operations ..........................................      F-4

Statements of Stockholders' Equity ................................      F-5

Statements of Cash Flows ..........................................      F-6

Notes to Financial Statements .....................................  F-7 to F-22


                                       F-1

<PAGE>

                                                        LAKE & ASSOCIATES, CPA'S

            REPORT OF IN DEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Medianet Group Technologies, Inc. and Subsidiary (the "Company")

We have audited the accompanying consolidated balance sheets of Medianet Group
Technologies, Inc. and Subsidiary (the "Company") as of September 30, 2009 and
December 31, 2008, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the nine months ended
September 30, 2009 and the year ended December 31, 2008. We are also presenting
the unaudited consolidated balance sheet of the nine months ended September 30,
2008 and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the nine months ended September 30, 2008. Medianet
Group Technologies, Inc.'s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Note 3, the
Company has incurred an operating loss and continues to incur losses. The
Company's viability is dependent upon its ability to obtain future financing and
the success of its future operations. These factors raise substantial doubt as
to the Company's ability to continue as a going concern. Management's plan in
regard to these matters is also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Medianet Group Technologies, Inc. and Subsidiary as of September 30, 2009 and
December 31, 2008, and the results of its operations and its cash flows for the
nine months ended September 30, 2009 and the year ended December 31, 2008 and in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
December 7, 2009


1905 Wright Boulevard                              20283 State Road 7, Suite 300
Schaumburg, IL 60193                                   Boca Raton, Florida 33498
Phone: 847-524-0800                                          Phone: 561.982.9874
Fax: 847-524-1655                                            Fax: 561.982.7985

                                       F-2

<PAGE>

<TABLE>
                                    MEDIANET GROUP TECHNOLOGIES, INC.
                                       CONSOLIDATED BALANCE SHEET
                            SEPTEMBER 30, 2009 AND 2008 AND DECEMBER 31, 2008
<CAPTION>
                                                           Audited           Audited         Unaudited
                                                         September 30,     December 31,    September 30,
                                                             2009             2008             2008
                                                         -------------     ------------    -------------
<S>                                                      <C>               <C>             <C>
                        ASSETS

Current assets
  Cash ..............................................     $    46,372      $    45,390      $    80,037
  Accounts receivable ...............................          70,375           34,058           54,183
  Note receivable ...................................               -           40,600                -
  Inventory .........................................          80,046           51,742           71,766
                                                          -----------      -----------      -----------
Total current assets ................................         196,793          171,790          205,986
                                                          -----------      -----------      -----------

Property, plant & equipment
Computer equipment ..................................          42,333           39,329           39,290
Accumulated depreciation ............................         (36,307)         (31,129)         (29,534)
                                                          -----------      -----------      -----------
Net property, plant & equipment .....................           6,026            8,200            9,756

Other assets
Trademark - net .....................................           1,600            1,800            1,875
                                                          -----------      -----------      -----------
Total other assets ..................................           1,600            1,800            1,875
                                                          -----------      -----------      -----------

Total assets ........................................     $   204,419      $   181,790      $   217,617
                                                          ===========      ===========      ===========


  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Accounts payable ..................................     $    40,012      $    54,818      $    10,139
  Accounts payable-related party ....................               -           20,000                -
  Accrued expenses ..................................         310,044          153,936          115,910
  Loyalty Points payable ............................         209,025          133,773          135,944
  Deferred revenue ..................................          49,667           20,540           71,649
  Accrued Interest-related party ....................           3,038                -                -
  Note payable-related party ........................          91,500          132,500           55,000
                                                          -----------      -----------      -----------

Total current liabilities ...........................         703,286          515,567          388,642
                                                          -----------      -----------      -----------

Long term liabilities
  Note payable-related party ........................         250,000                -                -
                                                          -----------      -----------      -----------

Total long term liabilities .........................         250,000                -                -
                                                          -----------      -----------      -----------

Stockholders' deficiency
  Common stock - $.001 par value, 50,000,000 shares
   authorized; 27,303,552 issued and outstanding and
   20,599,802 issued and outstanding ................          27,304           20,600           20,436
  Preferred Stock -$0.001 par value .................               -                -                -
  Additional paid-in-capital ........................       6,098,715        5,644,701        5,525,016
  Accumulated deficit ...............................      (6,874,886)      (5,999,077)      (5,716,477)
                                                          -----------      -----------      -----------

Total stockholders' deficiency ......................        (748,867)        (333,776)        (171,025)
                                                          -----------      -----------      -----------

Total liabilities and stockholders' deficiency ......     $   204,419      $   181,790      $   217,617
                                                          ===========      ===========      ===========

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

                                                   F-3
</TABLE>


<PAGE>

<TABLE>
                                    MEDIANET GROUP TECHNOLOGIES, INC.
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE NINE MONTHS SEPTEMBER 30, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2008
<CAPTION>
                                                           For the nine months ended
                                                                 September 30,             December 31,
                                                           Audited         Unaudited         Audited
                                                             2009             2008             2008
                                                         ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>
Revenues
  Gift Cards ........................................    $  1,258,759     $  1,478,643     $  2,241,203
  Loyalty Points-commissions ........................         328,322          281,576          283,187
  Web Desig/Maintenance .............................         134,542            7,470          122,884
  Other .............................................               -                -            7,899
                                                         ------------     ------------     ------------
Total revenue .......................................       1,721,623        1,767,689        2,655,173

Cost of sales
  Gift Cards & processing ...........................       1,138,716        1,399,493        2,192,001
  Loyalty Points - commissions - Affiliates/Consumers          50,715           71,544          220,361
  Web Design/Maintenance ............................          27,022            1,136           25,026
  Other .............................................           5,418                -            2,414
                                                         ------------     ------------     ------------
Total cost of sales .................................       1,221,871        1,472,173        2,439,802
                                                         ------------     ------------     ------------

Gross Income ........................................         499,752          295,516          215,371
                                                         ------------     ------------     ------------

Operating expenses
  Consulting fees ...................................         250,268          159,424          215,493
  Employee salaries & benefits ......................         315,361          258,895          483,748
  Loyalty program marketing .........................               -                -           27,930
  Other operating expenses ..........................         878,630          432,603          294,132
  Shipping and handling .............................               -                -           32,384
                                                         ------------     ------------     ------------
Total operating expenses ............................       1,444,259          850,922        1,053,687

    Net loss from operations ........................        (944,507)        (555,406)        (838,316)
                                                         ------------     ------------     ------------

Other income (expense)
  Interest income ...................................               -              360              369
  Interest expense ..................................          (6,292)               -                -
                                                         ------------     ------------     ------------
Total other income (expense) ........................          (6,292)             360              369

Net loss before income taxes ........................        (950,799)        (555,046)        (837,947)
                                                         ------------     ------------     ------------

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

Net loss ............................................    $   (950,799)    $   (555,046)    $   (837,947)
                                                         ============     ============     ============

Gain on sale of subsidiary ..........................          74,990                -                -

Net Income (loss) from continuing operations ........    $   (875,809)    $   (555,046)    $   (837,947)
                                                         ============     ============     ============

Basic and diluted net loss per share ................    $      (0.04)    $      (0.03)    $      (0.04)
                                                         ============     ============     ============

Weighted average number of
  common shares outstanding .........................      23,688,236       19,205,527       19,096,982
                                                         ============     ============     ============

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

                                                   F-4
</TABLE>


<PAGE>

<TABLE>
                                              MEDIANET GROUP TECHNOLOGIES, INC.
                                       STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
<CAPTION>
                                          Common                                      Stock
                                          Shares        Common        Paid In     Subscription   Accumulated       Total
                                          Issued         Stock        Capital      Receivable      Deficit        Equity'
                                        -----------   -----------   -----------   ------------   -----------    -----------
<S>                                     <C>           <C>           <C>           <C>            <C>            <C>
Balance December 31,2007 ............    17,560,802   $    17,561   $ 5,135,509   $   (88,000)   $(5,161,130)   $   (96,060)
                                        ===========   ===========   ===========   ===========    ===========    ===========

Stock issued for services @ $.12 ....        75,000            75        13,425             -              -         13,500
Subscription receivable .............             -             -             -        88,000              -         88,000
Stock issued for services @ $.15 ....       500,000           500        74,500             -              -         75,000
Stock issued for services @ $.16 ....       300,000           300        47,700             -              -         48,000
Stock issued for cash @ $.16 ........     2,000,000         2,000       318,000             -              -        320,000
Stock issued for services @ $.05 ....       100,000           100         4,900             -              -          5,000
Stock issued for services @ $.05 ....        64,000            64         3,136             -              -          3,200
Warrant based compensation recognized
  for the year ......................             -             -        64,942             -              -         64,942
Stock selling fees ..................             -             -       (17,412)            -              -        (17,412)
Net loss for the year ...............             -             -             -             -       (837,947)      (837,947)
                                        -----------   -----------   -----------   -----------    -----------    -----------
Balance December 31, 2008 ...........    20,599,802   $    20,600   $ 5,644,700   $         -    $(5,999,077)   $  (333,777)
                                        ===========   ===========   ===========   ===========    ===========    ===========

Warrant based compensation recognized
  for the period ....................             -             -        58,494             -              -         58,494
Stock issued for note payable @ $.06      2,612,500         2,612       154,138             -              -        156,750
Stock issued for services @ $.06 ....       439,584           440        25,935             -              -         26,375
Stock issued for services @ $.06 ....       175,833           176        10,374             -              -         10,550
Stock issued for services @ $.06 ....       175,833           176        10,374             -              -         10,550
Stock issued for services @ $.06 ....       950,000           950        56,050             -              -         57,000
Stock issued for services @ $.06 ....     1,500,000         1,500        88,500             -              -         90,000
Stock issued for services @ $.06 ....       350,000           350        20,650             -              -         21,000
Stock authorized for services @ $.06        500,000           500        29,500             -              -         30,000
Net loss for the nine months ended
  September 30, 2009 ................             -             -             -             -       (875,809)      (875,809)
                                        -----------   -----------   -----------   -----------    -----------    -----------
Balance September 30, 2009 ..........    27,303,552   $    27,304   $ 6,098,715   $         -    $(6,874,886)   $  (748,867)
                                        ===========   ===========   ===========   ===========    ===========    ===========

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

                                                             F-5
</TABLE>


<PAGE>

<TABLE>
                                    MEDIANET GROUP TECHNOLOGIES, INC.
                                  CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30,2009 & 2008 AND THE YEAR ENDED DECEMBER 31, 2008
<CAPTION>
                                                                 For the nine months
                                                                 ended September 30,         December 31,
                                                               Audited        Unaudited        Audited
                                                                 2009            2008           2008
                                                              ---------       ---------      ------------
<S>                                                           <C>             <C>            <C>
Cash Flow from operating activities:
   Net Loss ............................................      $(875,809)      $(555,646)      $(837,947)
Adjustments to reconcile net loss to net cash provided
 by (used in) operations:
   Depreciation and amortization .......................          5,418           3,794           5,464
   Warrants issued for services ........................         58,494          83,879         167,041
   Stock issued for services ...........................        215,475               -               -
   Stock Authorized for services .......................         30,000               -               -
   Stock issued for interest related party .............          6,750               -               -
Changes in operating liabilities and assets:
   Accounts receivable .................................          4,283         (50,252)        (30,127)
   Inventory ...........................................        (28,305)        (37,873)        (17,848)
   Note receivable .....................................              -               -          88,000
   Acccounts payable and accrued liabilities ...........        216,553          38,401          42,133
   Accrued interest-related party ......................          3,038               -               -
   Deferred revenue ....................................         29,128          (7,885)        (56,994)
                                                              ---------       ---------       ---------
Net cash used in operations ............................       (334,975)       (525,582)       (640,278)
                                                              ---------       ---------       ---------

Cash Flows from investing activities:
   Purchase of fixed assets ............................         (3,043)             39               -
                                                              ---------       ---------       ---------
      Net cash used in investing activities ............         (3,043)             39               -
                                                              ---------       ---------       ---------

Cash flows from financing activities
   Proceeds on note payable related party ..............        254,000               -               -
   Payments on note payable related party ..............       (165,000)              -               -
   Stock issued for cash ...............................              -         320,000         302,588
   Proceeds from issuance of notes payable-related party        250,000          55,000         152,500
                                                              ---------       ---------       ---------
      Net cash provided by financing activities ........        339,000         375,000         455,088
                                                              ---------       ---------       ---------

Decrease in cash and cash equivalents ..................            982        (150,543)       (185,190)
Cash and cash equivalents, beginning of period .........         45,390         230,580         230,580
                                                              ---------       ---------       ---------
Cash and cash equivalents, end of period ...............      $  46,372       $  80,037       $  45,390
                                                              =========       =========       =========

Supplemental disclosures of cash flow information:
Cash paid for interest .................................      $   3,977       $       -       $       -
                                                              =========       =========       =========
Cash paid for income taxes .............................      $       -       $       -       $       -
                                                              =========       =========       =========
Stock issued on note payable related party .............      $ 150,000       $       -       $       -
                                                              =========       =========       =========
Stock issued for interest on note payable related party       $   6,750       $       -       $       -
                                                              =========       =========       =========

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

                                                   F-6
</TABLE>


<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business

The Company was incorporated on June 4, 1999 in the State of Nevada as Clamshell
Enterprises, Inc. ("Clamshell") and was organized for the purpose of creating a
corporate vehicle to locate and acquire an operating business. On March 31, 2003
Clamshell acquired Brand-A-Port, Inc. ("BAP") in a stock for stock merger
transaction. On May 22, 2003, Clamshell changed its name to Medianet Group
Technologies, Inc. ("Medianet" or the "Company").

BSP Rewards Inc was formerly named BAP, Inc. BAP, Inc. changed its name to BSP
Rewards, Inc., a Florida corporation, on June 21, 2005. BSP Rewards Inc.
(formerly BAP, Inc.) is a wholly owned Subsidiary of Medianet. This wholly owned
subsidiary of the Company is the online provider of branded business to business
and business to consumer web portals. BSP Rewards Inc. 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 developed its flagship product, the "BSP Rewards Program"
under its BSP Rewards Inc. subsidiary and has member providers and merchants.

Basis of Presentation
---------------------

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Each division and subsidiary company separately
accounts for its operations and transactions, and all inter-company and all
inter-divisional transactions have been eliminated.

Year-End and Domicile
---------------------

The Company and its wholly owned subsidiary adopted September 30 as its year end
and are domiciled in Florida.

The Company formerly, its year end, at December 31 and in October, 2009, changed
its year end to September 30 (see subsequent footnote 12).

Note 2 - Summary of Significant Accounting Policies

Accounting Principles
---------------------

The consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America.

Principle of Consolidation
--------------------------

The financial statements include the accounts of Medianet Group Technologies,
Inc. and its wholly owned subsidiary, BSP Rewards, Inc. Intercompany
transactions and balances have been eliminated. Equity investments in which the
Company exercises significant influence but do not control and are not the
primary beneficiary are accounted for using the equity method. Investments in
which the Company is not able to exercise significant influence over the
investee and which do not have readily determinable fair values are accounted
for under the cost method.

                                       F-7

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Control by Principal Stockholders
---------------------------------

The directors, executive officers and their affiliates or related parties, own
beneficially and/or control in the aggregate, a significant portion 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, 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.

Compensated Absences
--------------------

The Company has accrued for vacation pay up to the employee's last anniversary
date. Compensated absences for sick pay and personal time have not been accrued
since they cannot be reasonably estimated.

Reclassifications
-----------------

Certain amounts reported in previous periods have been reclassified to conform
to the Company's current period presentation.

Management's Use of Estimates and Assumptions
---------------------------------------------

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates, judgments and assumptions that affect the
reported amounts of the assets and liabilities, disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expense during the reporting periods. Examples,
though not exclusive, include estimates and assumptions of: loss contingencies;
depreciation or amortization of the economic useful life of an asset;
stock-based compensation forfeiture rates; estimating the fair value and
impairment; potential outcome of future tax consequences of events that have
been recognized in our financial statements or tax returns; and determining when
investment impairments are other-than temporary. The Company bases its estimates
on historical experience and on various assumptions that the Company believes to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may materially differ
from these estimates under different assumptions and conditions.

Inventory
---------

The inventory represents gift cards purchased at cost.

                                       F-8

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition
-------------------

The Company recognizes revenue when there is persuasive evidence of an
arrangement, delivery has occurred, the fee is fixed or determinable,
collectability is reasonably assured, and there are no substantive performance
obligations remaining. The Company's revenue recognition policies are in
conformity Accounting Standards Codification ("ASC") 985-605-25 "Software
Revenue Recognition", which was previously formerly AICPA's Statement of
Position No. 97-2, "Software Revenue Recognition", as amended ("SOP 97-2").The
Company also considers EIFT-0021 and EIFT-99-19 in identifying and determining
its different types of revenue and payment streams. Our comprehensive revenue
recognition policy with reference to each revenue stream is to recognize income
when the Company has completely performed its obligations to deliver goods or
rendered services to customers. The Company has identified three revenue and
payment streams: the sale of gift cards, the design and maintenance of web malls
and an incentive or loyalty point program.

As to the sale of gift cards, since we have the inventory and credit risks, we
recognized the gross sales upon receipt of payment and the shipping of the gift
cards from our offices to the consumer. In the case where the Company builds web
sites for clients, revenue is recognized when the web site is finished and
operational and the client makes final payment. All clients, whereby the Company
has built the web mall, usually contract with the Company for the maintenance of
the web site. The Company charges, in certain cases, a per-client, per-month
repetitive web-site maintenance service fee. Customer payments received in
advance for providing maintenance or design services are recorded as revenue and
are then recognized proportionately as the maintenance services are performed.

As to the incentive-loyalty points program, where we have no inventory or credit
risks, we recognize revenue 45 days after the sales has been made in the
client's web mall. The 45 day waiting period is a contractual or verbal
arrangement with the web merchant and the Company's business practice to allow
for returns and collections risks on the part of the merchant. After the 45 day
period expires, the web merchants pays the Company the contracted for
rebate/commission. Upon the receipt of payment from the merchant, the Company
recognizes revenue as earned pursuant to the agreement with said client.

The Company's loyalty point program revenue recognition program can be
illustrated as follows:

If the agreed percentage to the consumer member from the merchant mall has been
agreed to be 2% of the value of the items purchased, then this amount is tracked
and accumulated by our in house developed programs. The consumer-member earns
these two points as $2.00 (2% on $100 of purchases) and is allocated to its
account after the before mentioned 45 day waiting period. The term or life of
these loyalty points to the consumer is two years from the date of the consumers
last transaction, before it is lost.

Unclaimed or unused points are recognized as income after the two year period
expires. This practice is known in the industry as "breakage". However, the two
year term is extended for another two years every time the consumer-member
purchases or redeems through the web site. Loyalty points earned but unused by
consumers are recorded on our books as a loyalty points payable and expense.
They are credited to our liability account as long as the consumer/member does
not use them to make further purchases within our merchants' member web malls.

                                       F-9

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

If a member uses them to make further purchases his account is debited. The
consumer is also debited if he "loads" these points as cash on to our membership
provided debit card. If he loads them onto a pre-paid debit card he may use it
as any debit card and even make cash withdrawals at an ATM machine. In this case
his account is debited reducing the loyalty point liability on our books.
Through vendors that manage the debit card programs, the Company (pays-to fund)
the points loaded by the member. Any transaction fees paid to any such vendor is
recognized by the Company as commission expense. The "breakage" is recognized by
the Company by debiting the loyalty point payable and crediting the loyalty
point commission expense, thus reflecting the income due to breakage. This
income has been immaterial, since there is a strong incentive by the consumers
to spend these points within our member mall due to their economic savvy and our
marketing efforts.

Accounts Receivable
-------------------

Accounts receivable are composed primarily of merchant billings under our credit
card facilities there was $70,375, $34,058 and $54,183 in process at September
30, 2009, December 31, 2008 and September 30, 2008, respectively, and not yet
received by our bank. The Company does not provide an allowance for doubtful
accounts on accounts receivable based on its immateriality.

Property, Software and Leasehold Improvements
---------------------------------------------

Property is recorded at cost. The cost of maintenance and repairs of equipment
is charged to operating expense when incurred. Depreciation and amortization is
determined based upon the assets' estimated useful lives, and is calculated on a
straight-line basis when the asset is placed in service. When the Company sells,
disposes or retires equipment or replaces a leasehold improvement, the related
gains or losses are included in operating results. Property is depreciated over
five or seven years and begins when it is placed in service.

Depreciation and amortization are provided for financial reporting primarily on
the accelerated and the straight-line methods over the estimated useful lives of
the respective assets as follows:

                             Estimated
                            Useful Life
                            -----------
Computer equipment            5 years

Capitalized software applications purchased for internal use are recorded at
cost and are amortized over sixty months.

Other Assets
------------

The Company capitalizes computer software development costs in accordance with
the provisions of Accounting Standards Codification ("ASC") 985-20 Costs of
Software to Be Sold, Leased, or Marketed, which was previously Statement of
Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed" ("SFAS No. 86"). SFAS No. 86

                                      F-10

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

requires that the Company capitalize computer software development costs upon
the establishment of the technological feasibility of a product, to the extent
that such costs are expected to be recovered through future sales of the
product. Management is required to use professional judgment in determining
whether development costs meet the criteria for immediate expense or
capitalization.

These costs are amortized by the greater of the amount computed using (i) the
ratio that current gross revenues from the sales of software bear to the total
of current and anticipated future gross revenue from the sales of the software
or (ii) the straight line method over the estimated useful life of the product.
As a result, the carrying amount of the capitalized software costs may be
reduced materially in the near term.

Accounting Standards Codification ("ASC") 350-40 Intangibles--Goodwill and
Other, Internal-Use Software formerly Statement of Position 98-1, "Accounting
for the Costs of Computer Software Development For or Obtained for Internal Use"
("SOP 98-1") requires capitalization of certain cost incurred in the development
of content for the Company's website, and web site maintenance costs to be
expensed as incurred.

The trademark was placed in service September 2001 and cost approximately
$4,000. Amortization expense was $200 for the period ended September 30, 2009
and $225 for the period ended September 30, 2008.

Start-Up Costs
--------------

The Company, in accordance with the provisions of the Accounting Standards
Codification ("ASC") 720-15-25 Other Expenses, Start-Up Costs, Recognition,
formerly American Institute of Certified Public Accountants Statement of
Position (SOP) 98-5, "Reporting on the Costs of Start-up Activities, expensed
all start-up and reorganization costs as they incurred.

Impairment of Long-Lived Assets
-------------------------------

In accordance with Accounting Standards Codification ("ASC") 360-10-05-4
"Property, Plant, and Equipment-Impairment or Disposal of Long-Lived Assets",
which was previously Financial Accounting SFAS No.144, "Accounting for the
Impairment or Disposal of Long-lived Assets", the Company assesses long-lived
assets, such as property and equipment and intangible assets subject to
amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset group may not be
fully recoverable. Recoverability of asset groups to be held and used in
measured by a comparison of the carrying amount of an asset group to estimated
undiscounted future cash flows expected to be generated by the asset group. If
the carrying amount exceeds its estimated future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of an asset
group exceeds the fair value of the asset group. The Company evaluated its
long-lived assets and no impairment charges were recorded for any of the periods
presented.

                                      F-11

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Cash, Cash Equivalents and Financial Instruments
------------------------------------------------

The Company considers all highly liquid instruments with original maturities of
three months or less at the date of purchase to be cash equivalents. In general,
investments with original maturities of greater than three months and remaining
maturities of less than one year are classified as short term investments.

Concentrations
--------------

The Company maintains its cash in a bank deposit account, which at time may
exceed the federally insured limits. The Company has not experienced any losses
in such account and believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Fair value of Financial Instruments
-----------------------------------

Financial instruments consist principally of cash, accounts receivables, trade
and related party payables, accrued liabilities, short-term obligations and
notes payable. The carrying amounts of such financial instruments in the
accompanying consolidated balance sheets approximate their fair values due to
their relatively short-term nature. It is management's opinion that the Company
is not exposed to any significant currency or credit risks arising from these
financial instruments.

Policy on Classification of Accounts
------------------------------------

The Company's policy as to cost of sales is to include only the cost of
acquiring gift cards and the fee charged to us to process the credit cards used
by consumers to purchase our gift cards. The inclusion of these costs may not
allow for a direct and meaningful comparison of the gross profit to competitors
in the same industry.

Loss per Common Share
---------------------

Basic loss per common share is provided in accordance with Accounting Standards
Codification ("ASC") 260-10-45-10 "Earnings Per Share - Basic EPS - Computation
of Basic EPS, which previously was SFAS 128, "Earnings Per Share." Basic loss
per common share is computed by dividing the net loss available to the
shareholders of common stock by the weighted average number of common shares
outstanding during the period. Diluted loss per common share is computed by
dividing the net loss by the weighted average number of common shares including
the dilutive effect of common share equivalents then outstanding. Common stock
equivalents are not included in the computation of diluted net loss per common
share because the effect would be anti-dilutive.

Dividends
---------

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception.

                                      F-12

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Payments
--------------------

The Company adopted Accounting Standards Codification ("ASC") 718 "Compensation
- Stock Compensation", which was previously Statement of Financial Accounting
standards ("SFAS") No. 123 (Revised December 2004), "Share-Based Payment" (SFAS
No. 123R), which requires the measurement and recognition of compensation
expense for all share-based payment awards made to employees and directors,
including stock options, employee stock purchases related to an employee stock
purchase plan and restricted stock units based on estimated fair values of the
awards over the requisite employee service period. SFAS No. 123R supersedes
Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock
Issued to Employees", which the company previously followed in accounting for
stock-base awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No.
107"), to provide guidance on SFAS 123R. The Company has applied SAB No. 107 in
its adoption of SFAS No. 123R.

Under SFAS No. 123R, stock-based compensation cost is measured at the grant
date, based on the estimated fair value of the award, and is recognized on a
straight-line basis as expense over the employee's requisite service period. The
Company adopted the provisions of the SFAS 123R in its fiscal year ended
September 30, 2008 using the modified prospective application method.

The valuation provisions of SFAS 123R apply to new awards and to awards that are
outstanding on the effective date (or date of adoption) and subsequently
modified or cancelled; prior periods are not revised for comparative purposes.
Estimated compensation expense for awards outstanding on the effective date will
be recognized over the remaining service period using the compensation cost
calculated for pro forma disclosure under FASB Statement No. 123, "Accounting
for Stock-Based Compensation".

Comprehensive Loss
------------------

The Company has no components of other comprehensive loss. Accordingly, net loss
equals comprehensive loss for all periods.

Income Taxes
------------

The Company accounts for income taxes as outlined in the Accounting Standards
Codification ("ASC") 740 "Income Taxes", which was previously Financial
Accounting Standards Board (FASB) Statement No. 109, ("Accounting for Income
Taxes" "Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended September 30, 2009.

                                      F-13

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recent Authoritative Accounting Pronouncements
----------------------------------------------

Recent Accounting Literature
FASB Accounting Standards Codification

(Accounting Standards Update ("ASU") 2009-01)
In June 2009, FASB approved the FASB Accounting Standards Codification ("the
Codification") as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company's
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification during the nine months
ended September 30, 2009.

As a result of the Company's implementation of the Codification during the nine
months ended September 30, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification ("ASC") 855 "Subsequent Events",
previously SFAS No. 165 "Subsequent Events")
SFAS No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the financial
statements are issued or available to be issued ("subsequent events"). An entity
is required to disclose the date through which subsequent events have been
evaluated and the basis for that date. For public entities, this is the date the
financial statements are issued. SFAS No. 165 does not apply to subsequent
events or transactions that are within the scope of other GAAP and did not
result in significant changes in the subsequent events reported by the Company.
SFAS No. 165 became effective for interim or annual periods ending after June
15, 2009 and did not impact the Company's financial statements. The Company
evaluated for subsequent events through the issuance date of the Company's
financial statements. No recognized or non-recognized subsequent events were
noted.

                                      F-14

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 "Intangibles -- Goodwill and Other", previously FSP SFAS
No. 142-3 "Determination of the Useful Lives of Intangible Assets")
FSP SFAS No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company's financial
statements.

Noncontrolling Interests

(Included in ASC 810 "Consolidation", previously SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51")
SFAS No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years beginning
after December 15, 2008 with early application prohibited. The Company
implemented SFAS No. 160 at the start of fiscal 2009. The adoption of SFAS No.
160 did not have any other material impact on the Company's financial
statements.

Consolidation of Variable Interest Entities -- Amended

(To be included in ASC 810 "Consolidation", SFAS No. 167 "Amendments to FASB
Interpretation No. 46(R)")
SFAS No. 167 amends FASB Interpretation No. 46(R) "Consolidation of Variable
Interest Entities regarding certain guidance for determining whether an entity
is a variable interest entity and modifies the methods allowed for determining
the primary beneficiary of a variable interest entity. The amendments include:
(1) the elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-interest
entity, and (3) changes to when it is necessary to reassess who should
consolidate a variable-interest entity. SFAS No. 167 is effective for the first
annual reporting period beginning after November 15, 2009, with earlier adoption
prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not
anticipate any material impact on the Company's financial statements.

Note 3 - Going Concern and Management's Plan

The Company's future operations are subject to all of the risks inherent in the
establishment of a new business enterprise. At September 30, 2009, current
liabilities exceeded current assets by $506,493. At September 30, 2008, current
liabilities exceeded current assets by $182,656.

                                      F-15

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 September
30, 2009 and 2008, the Company had an accumulated deficit of ($6,874,886) and
($5,716,477). The Company also realized net losses of ($875,809) and ($555,046)
for the nine month period ended September 30, 2009 and 2008, respectively.

Operations to date have been primarily financed by related parties' advances 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. Factors that could affect the Company's
future operating results and cause future results to vary materially from
expectations include, but are not limited to, lower than anticipated business
derived from existing clients, an inability to attract new clients and grow on
its own, loss of a major customer, an inability to control expenses, technology
changes in the industry, changes in regulatory requirements, a decline in the
use of the Internet as a savings mechanism for consumer purchases, a decline in
the financial stability of the Company's clients and general uncertain economic
conditions. Negative developments in these or other risk factors could have a
material adverse effect on the Company's future financial position, results of
operations and cash flows.

Note 4 - Discontinued Operations

On January 14, 2005 the Company formed Memory Lane Syndication, Inc. ("MLS") as
a wholly owned subsidiary in the State of Florida as a vehicle to hold and
market its video and sound libraries, namely 130 color episodes of the 1970's
"Howdy Doody" television show and original recordings of songs written by Fred
Rogers known as "Songs From The Neighborhood - A Tribute To Mr. Rogers".

In January 2009, the Company determined it was in the best long-term interest of
the Company to discontinue the operations of Memory Lane Syndications, Inc., a
wholly-owned subsidiary, and put the assets and business up for sale. Since
January, 2007, Memory Lane Syndications, Inc. has been inactive except for the
liquidation of inventory from time to time. The decision to sell this wholly
owned subsidiary was primarily influenced by management's decision to
concentrate its efforts on its wholly owned subsidiary, BSP Rewards, Inc. On
March 27, 2009, the Company closed a sale agreement with its Chief Operating
Officer, Martin Berns, by selling 100% of the common stock of Memory Lane
Syndications, Inc. for $75,000. Terms of the sale stipulated that the Company
reduce Mr. Bern's demand Note for $75,000.

The Company recognized a net gain of $74,990 on the disposal of the subsidiary
and reported in the Consolidated Statements of Operations and Cash Flows within
the caption, "discontinued operations". A summary of the disposition follows:

Stockholder Shares      $    (10)
Liabilities ......             0
                        --------
                             (10)
Sale price .......        75,000
                        --------

Net gain .........      $ 74,990
                        ========

                                      F-16

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Income Taxes

The Company accounts for income taxes as outlined in the Accounting Standards
Codification ("ASC") 740 "Income Taxes", which was previously Financial
Accounting Standards Board (FASB) Statement No. 109, ("Accounting for Income
Taxes" "Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. Total deferred tax assets and liabilities at
September 30 are as follows:

                                     2009              2008
                                 -----------       -----------

Deferred tax assets Tax NOL      $ 2,749,954       $ 2,286,591
Valuation Allowance .......       (2,749,954)       (2,286,591)

The Company has available at September 30, 2009, unused federal and state net
operating loss carry forwards totaling $6,874,886 that may be applied against
future taxable income that expire in the years 2009 through 2022. The tax
benefit of these net operating loss carryforwards, based on an effective tax
rate of 40% is approximately $2,749,954. Management believes it is more likely
than not that all of the deferred tax asset will not be realized. A valuation
allowance has been provided for the entire deferred tax benefit.

Note 6 - Fixed Assets

Equipment at cost consists of computer equipment and software. Depreciation
expense for the nine month period ended September 30, 2009 and 2008 was $5,418
and $3,569 respectively.

Note 7 - Legal Proceedings

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

Note 8 - Commitments and Contingencies

The Company has an employment agreement with the major stockholder providing for
certain guaranteed payments starting January 1, 2005 and ending December 31,
2009. The terms of this employment agreement call for an annual salary of
$52,000 plus other standard employee benefits.

The Company has a non-cancelable operating lease for office space with an
unrelated party. The lease began March 1, 2004 and expires January 31, 2010.
Accordingly, the company has $16,668 remaining on this non-cancelable operating
lease for the period ending January 31, 2010.

                                      F-17

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - Notes Payable-Related Parties

The Company as several notes payable at September 30, 2009 and 2008 as follows:

                    2009       2008     Description
                  --------   --------   -----------

Term notes ....   $250,000   $      0   Maturity Date of July 7, 2011 and
                                        August 14, 2011. 6% Interest due monthly
                                        starting January 1, 2010

Demand Notes ..   $ 91,500   $ 55,000   Demand Notes
                  --------   --------

TOTAL .........   $341,500   $ 55,000
                  ========   ========

Note 10 - Consulting and Sales Agreements

During the period of January 1, 2008 through September 30, 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 platform.

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 (90)
days written notice during a renewed term.

In May 29, 2009, the company granted to a marketing partner, a right of first
refusal in the event of sale of its wholly owned subsidiary BSP Rewards. In
accordance with this grant, the marketing partner has 30 days to match all terms
and conditions if and when a contract for sale is agreed upon.

Note 11 - Stock, Options and Warrants

On October 29, 2004 the Company adopted an Incentive and Non-Statutory Stock
Option Plan. Pursuant to the Plan, the Company may grant incentive and
non-statutory (nonqualified) stock options to officers, employees, directors,
and certain other persons who provide services to the Company or its subsidiary.
A total of 350,000 shares of common stock have been reserved for issuance under
the Plan. Non-employee directors may be granted options to purchase 5,000 shares
of the Company's common stock upon their initial election or appointment to the
board. Incentive options may not be granted to a more than 10% stockholder.

The maximum term of options granted under the Plan is ten years. Options granted
are nontransferable and generally expire within three months after the
termination of the grantee's service. The exercise price of incentive stock
options must not be less than the fair value of the common stock on the date of
the grant. The authority to grant new options under the Plan will terminate on
October 29, 2014, unless the Plan is terminated prior to that time by the board
of directors.

                                      F-18

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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. These options were later cancelled in exchange
for restrictive common shares valued at $0.08 per share.

The issuances of stock options are accounted for using the fair value method in
accordance with Accounting Standards Codification ("ASC") 718-10-30
Compensation--Stock Compensation - Overall - Initial Measurement, which was
previously SFAS No. 123(, "Accounting for Share Based Compensation".
Accordingly, compensation expense is recognized over the vesting period.
Compensation expense recorded due to stock option and warrant vesting was
$58,494 and $45,676 for the nine months period ended September 30, 2009 and
2008.

As of September 30, 2009, the Company had outstanding warrants to purchase up to
3,098,000 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     Options
                                            ----------   ---------
         Balance, January 1, 2009 ......    3,287,000     225,000

         Expired .......................     (189,000)   (225,000)
                                            ---------    --------

         Balance, September 30, 2009 ...    3,098,000           0
                                            ---------    --------

The following table provides certain information with respect to the above
referenced warrants outstanding at September 30, 2009:

                                                    Weighted      Weighted
                                      Number         Average       Average
                    Exercise Price  Outstanding  Exercise Price  Life Years
                    --------------  -----------  --------------  ----------
     Warrants       $0.10 - $1.00    3,098,000        $0.37         2.0

Common Stock
------------

The company has authorized common shares at September 30, 2009 and 2008 of
50,000,000 having par value of $0.001. At September 30, 2009 and 2008, the
company had 27,303,552 shares outstanding and 20,599,802 outstanding
respectively.

On January 23, 2008, the Company issued 75,000 restrictive common shares in lieu
of payment for services rendered to an unrelated vendor. The value of the
services owed by the Company was $13,500.

On February 22, 2008 the Company issued 500,000 shares of restricted common
stock for services rendered to directors, officers and employees.

On July 14, 2008 the Company issued 85,000 shares of restricted common stock for
services rendered to officer and employees.

                                      F-19

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On July 14, 2008 the Company issued 215,000 shares of restricted common stock
for services rendered to two unrelated vendors for services rendered.

On July 14, 2008, the Company consummated the private sale of 2,000,000
restricted common shares to accredited investors, at a price of $0.16 per share.
The total offering price was $320,000 less offering costs of $17,412.

On December 2, 2008 the Company issued 100,000 shares of restrictive common
stock to a Director (Thomas Hill) for services rendered at a price of $0.05 per
share.

On December 22, 2008, the Company issued 64,000 restrictive common shares in
lieu of payment for services rendered to an unrelated vendor.

On June 5, 2009, the Company issued 3,403,750 restricted common shares on
conversion of debt in the amount of $204,225 at a price of $0.06 per share. Of
the total amount of $204,225, member of the Board of Directors converted
$204,225.

On June 5, 2009, the Company issued 450,000 restricted common shares for
services rendered to independent consultant at a price of $0.06 per share.

On June 19, 2009, the Company issued 1,500,000 restricted common shares for
services rendered to members of the Board of Directors at a price of $0.06 per
share.

On June 19, 2009, the Company issued 850,000 restricted common shares for
services rendered to independent consultants (410,000 shares) and employees
(440,000 shares) at $0.06 per share.

On June 20, 2009, the Company authorized the issuances of 500,000 restricted
common shares for services rendered to an independent consultant at $0.06 per
share.

Preferred Shares
----------------

The Company has authorized preferred shares at September 30, 2009 and 2008 of
5,000,000. At September 30, 2009 and 2008, the company had 0 preferred shares
outstanding. In September, 2009, the Board of Directors authorized that each
preferred share would have a super vote as compared to a single vote per common
share to be determined on the event of a closing of merger were to happen with
the DubLi shareholders (see subsequent events, note 12).

Related Transactions
--------------------

The Company uses the services of Xcel Marketing, an entity controlled by one of
the Directors, Thomas Hill for the period ended September 30, 2009. This vendor
was paid $0 plus 200,000 of restrictive common shares for the nine months ended
September 30, 2009 and $44,750 plus 100,000 restrictive common shares for the
nine months ended September 30, 2008.

From time to time, the Company borrows from officers and directors. At September
30, 2009 and 2008, these advances were $91,500 at September 30, 2009 and $55,000
at September 30, 2008. Interest has been accrued on the note at 6% and is $3,038
for the nine months ended September 30, 2009.

                                      F-20

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 12 - Subsequent Events

Closing of the DubLi Merger
---------------------------

Effective October 19, 2009, the company has completed its reverse merger with CG
Holdings Limited, a privately-held, European-based holding company for the DubLi
companies, a worldwide online trading firm ("DubLi"). DubLi became a
wholly-owned subsidiary of the Company, and DubLi's Chief Executive and
Operating Officers has assumed the same positions with Medianet. Medianet's
board of directors is currently controlled by directors nominated by DubLi.
Additional details of the merger transaction appear in Medianet's reports on
Form 8-K filed with the Securities and Exchange Commission on August 14,
September 30, and October 23, 2009.

As previously disclosed in the amended merger agreement filed with the
Commission on September 30, at closing Medianet issued 5,000,000 shares of
Series A Convertible Preferred Stock to DubLi shareholders and no common stock.
The Series A Convertible Preferred Stock automatically converts into 90% of the
shares of common stock of Medianet to be issued and outstanding after the
conversion and has 90% of the voting power of Medianet's shareholders. Medianet
will file proxy material with the Commission to increase its authorized common
shares to 500,000,000 and its authorized preferred shares to 25,000,000. Upon
completion of the increase in authorized shares, the fully diluted common shares
of Medianet will be 299,016,520, of which DubLi shareholders will own
269,114,868 shares.

Change of Fiscal Year End
-------------------------

On October 22, 2009, the Company's Board of Directors determined to change its
fiscal year end from December 31 to September 30 to conform with DubLi's fiscal
year end. The Company will report the change in fiscal year on its Report on
Form 10-K to be filed by the end of calendar year 2009.

Unregistered Sales of Equity Securities
---------------------------------------

In connection with the authorization by the Board of Directors of the Company of
the Merger, the Company authorized the issuance of 5,000,000 shares of its
Series A Stock in exchange for all of the DubLi shares. The shares of DubLi are
beneficially owned equally by Michael Hansen, the President of DubLi, and Michel
Saouma, a business associate of Mr. Hansen.

                                      F-21

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Material Modification to Rights of Security Holders
---------------------------------------------------

On October 16, 2009, the Company filed a Certificate of Designation for its
Series A Stock pursuant to which the Company, at the direction of its Board of
Directors, designated the rights and preferences of all 5,000,000 authorized
shares of preferred stock, par value $0.01 per share, of the Company. The
principal terms of the Series A Stock are as follows. The Series A Stock
participates in any distribution of dividends pari passu with holders of common
stock on the basis of 53.8229736 shares of common stock for each share of Series
A Stock. Each holder of outstanding shares of Series A Stock is entitled to
53.8229736 shares for each share of Series A Stock held as of the record date
for the determination of stockholders entitled vote at the meeting. Except as
provided by Nevada Statutes, holders of Series A Stock vote together with the
holders of common stock as a single class. In the event that the Company's
shareholders approve an increase in the Company's authorized shares of common
stock to not less than five hundred million (500,000,000) shares, each share of
Series A Stock then outstanding shall automatically be converted into 53.8229736
shares of common stock without further action by the holders of the Series A
Stock or the Company. The Company does not have reserved and available out of
its authorized but unissued shares of common stock the number of shares of
common stock that shall be sufficient to effect the conversion of all
outstanding shares of Series A Stock. Accordingly, the Company has agreed to
proceed to submit for approval by its shareholders, including the holders of
Series A Stock, an increase to not less than five hundred million (500,000,000)
shares of the Company's authorized common stock.

Changes in Control of the Company
---------------------------------

On October 19, 2009, there was a change in the effective control of our Company.
On that date, pursuant to the Company's Merger Agreement dated as of August 10,
2009, and subsequently amended on September 25, 2009, among the Company, the
Company's then subsidiary Medianet Merger Sub, Inc., a Nevada corporation, and
DubLi, the Company acquired all of the issued and outstanding shares of DubLi
for 5,000,000 shares of the Company's Series A Stock. The Series A Stock has a
voting power, as to each share of Series A Stock, of 53.8229736 shares, and is
mandatorily convertible into common shares on the same basis upon the Company's
increasing its authorized common shares to no less than five hundred million
(500,000,000) shares, which it intends to do as soon as practicable.
Accordingly, the shareholders of DubLi control 90% of the voting power of the
Company. Further as a condition of the acquisition of DubLi by the Company, we
agreed to appoint Michael Hansen as a director, the President and Chief
Executive Officer of our Company; Kent Holmstoel as a director and Chairman of
our Company; and Andreas Kusche as a Director and the General Counsel of the
Company. Also in connection with the Merger, all of the directors of the Company
other than Mr. Berns have resigned. The appointment of Messrs. Hansen,
Holmstoel, and Kusche will be effective upon our compliance with Securities and
Exchange Commission Rule 14f-1.

                                      F-22




                                  EXHIBIT 31.1


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Hansen, certify that: 

1. I have reviewed this Form 10-K of MEDIANET GROUP TECHNOLOGIES, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated
 subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

   (b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

   (c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

   (d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

   (a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

   (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: January 12, 2010                 By: /s/ Michael Hansen
                                       Michael Hansen, Chief Executive Officer
                                       and Principal Executive Officer


                                  EXHIBIT 31.2


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alfred Fernandez, certify that: 

1. I have reviewed this Form 10-K of MEDIANET GROUP TECHNOLOGIES, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

   (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated
 subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

   (b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

   (c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

   (d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

   (a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

   (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: January 12, 2010                 By: /s/ Alfred Fernandez
                                       Alfred Fernandez
                                       Chief Financial Officer


                                  EXHIBIT 32.1


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

In connection with the Transition Report of MEDIANET GROUP TECHNOLOGIES, INC.
(the "Company") on Form 10-K for the transition period from January 1, 2009 to
September 30, 2009, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Michael Hansen, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.

/s/ Michael Hansen
Michael Hansen
Chief Executive Officer

January 12, 2010




                                  EXHIBIT 32.2


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

In connection with the Transition Report of MEDIANET GROUP TECHNOLOGIES, INC.
(the "Company") on Form 10-K for the transition period from January 1, 2009 to
September 30, 2009, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Alfred Fernandez, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.

/s/ Alfred Fernandez
Alfred Fernandez
Chief Financial Officer

January 12, 2010