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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(Mark One)

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

                   For the fiscal year ended DECEMBER 31, 2004
                                             -----------------


[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 For the transition period from ______ to _____.


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


                        MEDIANET GROUP TECHNOLOGIES, INC.
                        ---------------------------------
                     (Name of small business in its charter)


                    NEVADA                           13-4067623
                   --------                         --------------
         (State or other jurisdiction              (I.R.S. Employer
               of incorporation)                  Identification No.)


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


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


              Securities registered under Section 12(b) of the Act:

                                       N/A


              Securities registered under Section 12(g) of the Act:

                         COMMON STOCK, $0 .001 PAR VALUE
                ------------------------------------------------
                                (Title of class)

<PAGE>

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB
or any amendment to this Form 10-KSB. [_]

         State issuer's revenues for its most recent fiscal year. $ 112,062
                                                                  ---------

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the voting stock held by non-affiliates as of March 28, 2005 was
approximately $2,832,013.

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

   AS OF MARCH 28, 2005, THE COMPANY HAD 7,885,112 COMMON SHARES OUTSTANDING.


                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

         Transitional Small Business Disclosure Format (Check one):

                               Yes ___;  No _X_


                                EXPLANATORY NOTE

         This Form 10-KSB/A Amendment No. 1 includes revisions as follows:


Item 5:  To correct certain information contained under the caption COMMON STOCK
         and in the table under RECENT SALES OF UNREGISTERED SECURITIES.


Item 11: To update information from December 31, 2004 to March 28, 2005 in the
         table under SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

                                       ii

<PAGE>


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         COMMON STOCK

         As of the date of this report, our common stock is traded on the
over-the-counter Bulletin Board under the symbol "MEDG". As of March 28, 2005,
the last sale of common stock, as quoted on the over-the-counter Bulletin Board,
was $0.96. The following table sets forth the range of quarterly, high and low
sale prices for our Common Stock for the periods indicated from the inception of
quotation during the third quarter of 2004.

                                          COMMON STOCK
                                          ------------
         2004                           HIGH         LOW
         ----                           ----         ---
                  Third Quarter         1.50        1.50
                  Fourth Quarter        1.55        1.45

         As of December 31, 2004 a total of 7,772,566 shares outstanding. Such
securities are currently held of record by a total of approximately 130 persons.
We also currently have 458,000 shares which are subject to purchase under an
outstanding warrant agreement with Mid-Continental Securities Corp. In December
2004, Mid-Continental Securities Corp. exercised 42,000 warrant shares at $1.00
per share.

         No dividends have been declared or paid on the Company's securities
within the past two fiscal years, and it is not anticipated that any dividends
will be declared or paid in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

         The following table lists all of the securities that were sold by the
Company during the fiscal years ended December 31, 2003 and 2004 that were not
registered under the Securities Act of 1933 and that have not been previously
reported by the Company on the Company's Quarterly Reports on Form 10-QSB.

                                        1

<PAGE>

                                                        Purchase   Aggregate
                                                          Price     Purchase
Name                                Date       Shares   Per Share    Price
-------------------------------- ----------  ---------  ---------  ---------
Mid-Continental Securities Corp. 1/5/2003      500,000     1.50      750,000 (1)
Edith Silverman ................ 1/30/2003      40,000     0.25       10,000 (2)
Easter Wallace ................. 1/30/2003      10,000     0.25        2,500 (2)
Francine Moss .................. 1/30/2003      10,000     0.25        2,500 (2)
Gina M. Scialla ................ 2/13/2003      40,000     0.25       10,000 (2)
Dennis Lane .................... 2/25/2003     100,000     0.25       25,000 (2)
Todd Berns ..................... 3/1/2003       20,000     0.25        5,000 (2)
Mark Anthony ................... 3/1/2003       11,000     0.25        2,750 (2)
Bob and Rita Brand JTWROS ...... 3/1/2003       10,000     0.25        2,500 (2)
Richard Martel ................. 3/1/2003        2,500     0.25          625 (2)
Tom and Patty Clarkson ......... 3/1/2003        5,000     0.25        1,250 (2)
James Charles .................. 3/1/2003       10,000     0.25        2,500 (2)
Richard Starke ................. 3/1/2003       10,000     0.25        2,500 (2)
Dominic Pope ................... 3/1/2003       10,000     0.25        2,500 (2)
Gerald F. Van Fleet ............ 3/1/2003        5,000     0.25        1,250 (2)
Thomas J. Walsh ................ 3/1/2003        4,000     0.25        1,000 (2)
Kevin Hacker ................... 3/1/2003        4,000     0.25        1,000 (2)
Col Shelley Lea Bennett ........ 3/1/2003        6,000     0.25        1,500 (2)
Tom Hill ....................... 3/1/2003        2,500     0.25          625 (2)
Larry Lipman ................... 3/6/2003       20,000     0.25        5,000 (2)
William Strauss ................ 3/11/2003      20,000     0.25        5,000 (2)
Gus Guilbert, Jr ............... 3/12/2003      20,000     0.25        5,000 (2)
Recapitalization due to reverse
  merger ....................... 3/31/2003   6,181,562     0.24    1,465,315
Mark Anthony ................... 4/1/2003       56,000     0.25       14,000 (2)
Joseph Pioppi .................. 4/1/2003       10,000     0.25        2,500 (2)
Shawn & Kimberly Witmer ........ 4/1/2003        8,000     0.25        2,000 (2)

Peter J. and Lisa Luthringer,
  JT. TEN ...................... 4/16/2003       5,000     0.25        1,250 (2)
Jill Trotter ................... 4/16/2003      20,000     0.25        5,000 (2)
Candice Pioppi ................. 4/16/2003      10,000     0.25        2,500 (2)
Gary Bryant .................... 4/16/2003      10,000     0.25        2,500 (2)
Cosmo A. Palmieri .............. 4/16/2003      10,000     0.25        2,500 (2)
Joseph H. and Sandre Dowling,
  JT. TEN ...................... 4/16/2003      10,000     0.25        2,500 (2)
Stephen Bushansky .............. 4/16/2003       5,000     0.25        1,250 (2)
Jack Drury ..................... 4/18/2003      10,000     0.25        2,500 (2)
Martin Berns ................... 9/30/2003      75,000     1.65      123,750 (3)
Martin Berns ................... 12/31/2003     75,000     1.65      123,750 (3)

Steve Adelstein ................ 6/30/2004     310,000     0.90      279,000 (3)
Tammi Shnider .................. 6/30/2004     123,000     0.90      110,700 (3)
Todd Adelstein ................. 6/30/2004     195,000     0.90      175,500 (3)
Joseph Porrello ................ 6/30/2004      50,000     0.90       45,000 (3)
Gus Guilbert Jr. ............... 6/30/2004      25,000     0.90       22,500 (3)
Tammi Shnider C/F Alex Shnider . 6/30/2004      36,000     0.90       32,400 (3)
Tammi Shnider C/F Ryan Shnider . 6/30/2004      11,000     0.90        9,900 (3)
Martin Berns ................... 7/31/2004      75,000     1.65      123,750 (3)
Martin Berns ................... 9/30/2004      30,000     1.50       45,000 (3)
James Yagielo .................. 10/29/2004      5,000     0.26        1,300 (4)
James Dyas ..................... 10/29/2004      5,000     0.26        1,300 (4)
Joseph Porrello ................ 10/29/2004     20,000     0.26        5,200 (4)
_________
All the sales of securities identified above except for the Recapitaluzation and
Warrants total $1,227,550. The proceeds were used for working capital purposes.
The exemption from registration provided by Section 4 (2) of the Securities Act
was relied upon in connection with the issuance of all the shares set forth
above, including the Recapitalization.
(1) Represents Warrants to purchase 500,000 shares. The Warrant price reduced to
    $1.00 on October 29, 2004. The underlying shares are covered by a
    Registration Statement filed with the SEC.
(2) Shares issued for payment received from Private Placement.
(3) Shares issued for conversion of debt.
(4) Shares issued for consulting services.

                                        2

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth, as of March 28, 2005, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of
the Company. Also included are the shares held by all executive officers and
directors as a group.

                                       Number of Shares
 Name and Address                      Beneficially Owned       Percent of Class
 ----------------                      ------------------       ----------------
Martin A. Berns (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                    2,409,546                 30.6%

Eugene H. Berns (1)(2)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      542,500                  6.9%

Ivan L. Bial (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      600,000                  7.6%

Dennis Lane (1)(3)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      247,500                  3.1%

Joseph Porrello (1)(4)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                      125,552                  1.6%

James Dyas (1)(5)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                       20,000                  0.3%

Steve Adelstein
624 West Tropical Way
Plantation, FL 33317                        750,000                  9.5%

All officers and directors (6 persons)    4,695,098                 59.5%

    ____________
    (1) The person listed is an officer, a director, or both, of the Company.

    (2) Includes 52,500 shares owned by his adult son, Justin Berns, of which
        Mr. Berns may be deemed to be the beneficial owner.

    (3) Mr. Lane is the President of Laneco, which owns 33,333 shares, and he
        thereby claims beneficial ownership of 33,333 shares.

    (4) Includes 60,000 options to purchase common stock of the Company.

    (5) Includes 15,000 options to purchase common stock of the Company.

                                        3

<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.

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

                                        Date:  April 21, 2005

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


         By:    /s/ Martin Berns
                Martin Berns, President, Chief Executive Officer
                and Director

         Date:  April 21, 2005


         By:    /s/ Eugene Berns
                Eugene Berns, Chairman

         Date:  April 21, 2005


         By:    /s/ Ivan Bial
                Ivan Bial, Vice President, Secretary and Director

         Date:  April 21, 2005


         By:    /s/ Dennis Lane
                Dennis Lane, Director

         Date:  April 21, 2005


         By:    /s/ James Dyas
                James Dyas, Chief Financial Officer and Director

         Date:  April 21, 2005

                                        4



                                                                    EXHIBIT 31.1


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

I, Martin Berns, certify that:

1. I have reviewed this Form 10-KSB/A1 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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer'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 small business issuer 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 small
 business issuer,
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) evaluated the effectiveness of the small business issuer'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

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

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer'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 small business issuer'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 small business issuer's internal
control over financial reporting.

Date: April 21, 2005                   By: /s/ Martin Berns
                                       Martin Berns, President, CEO, Director
                                       and Principle Executive Officer

                                                                    EXHIBIT 31.2


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

I, James Dyas, certify that:

1. I have reviewed this Form 10-KSB/A1 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 small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer'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 small business issuer 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 small
 business issuer,
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) evaluated the effectiveness of the small business issuer'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

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

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer'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 small business issuer'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 small business issuer's internal
control over financial reporting.

Date: April 21, 2005                   By: /s/ James Dyas
                                       James Dyas, Director and
                                       Principle Financial Officer

                                                                    EXHIBIT 32.1

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


In connection with the Form 10-KSB/A1 of MEDIANET GROUP TECHNOLOGIES, INC. (the
"Company") on Form 10-KSB/A1 for the period ending December 31, 2004, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Martin Berns, 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/ Martin Berns
Martin Berns
Chief Executive Officer


April 21, 2005



                                                                    EXHIBIT 32.2

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


In connection with the Form 10-KSB/A1 of MEDIANET GROUP TECHNOLOGIES, INC. (the
"Company") on Form 10-KSB/A1 for the period ending December 31, 2004, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, James Dyas, Principle 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/ James Dyas
James Dyas
Director and
Principle Financial Officer


April 21, 2005