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, 2005
                                             -----------------

[_] 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. $176,722

         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 16, 2006 was
approximately $2,959,910

         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 16, 2006, THE COMPANY HAD 9,861,021 COMMON SHARES OUTSTANDING.
   --------------------------------------------------------------------------

         Transitional Small Business Disclosure Format (Check one): Yes__; No_X_




                                EXPLANATORY NOTE

We are filing this Amendment Number 1 to our Annual Report on Form 10-KSB for
the year ended December 31, 2005, to restate the balance sheet, statement of
operations, cash flow and statement of changes in stockholders' equity for the
year then ended, and to clarify certain disclosures regarding our Amortization
and Impairment of our Howdy Doody Film Library and our accounting for the
acquisition of a non-controlling interest in a subsidiary. See Summary of
Significant Accounting Policies-Amortization and Impairment of Film Library and
to clarify certain disclosures regarding our Joint Venture. See Item 10
Financial Statements, for further information.

This Amendment Number 1 to Form 10-KSB for the year ended December 31, 2005 does
not otherwise change or update the disclosures set forth in the Form 10-KSB as
originally filed and does not otherwise reflect events occurring after the
filing of the form 10-KSB.


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                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

DISCLAIMER REGARDING FORWARD LOOKING STATEMENTS

         Certain statements in this Form 10-KSB/A 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-KSB 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.

BACKGROUND

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

         From the date of our incorporation through December 31, 2002, our only
business activities were the organizational activities described above and
efforts to locate a suitable business opportunity for acquisition. In January
2003, we identified a business opportunity we wanted to acquire.

         On February 3, 2003, we affected a change of control as the first step
in the business acquisition process. Brand-A-Port, Inc., (formerly ShutterPort,
Inc.), a Florida corporation, purchased from five of our major shareholders
3,331,000 (or approximately 93%) of our issued and outstanding shares. The
shares were purchased for $35,000.

         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. In
addition, the 3,331,000 shares which Brand-A-Port previously purchased were
surrendered for cancelation. 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 is deemed to be the accounting acquirer and
is deemed to have adopted our capital structure.

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CURRENT AND FUTURE OPERATIONS

         The operations of MediaNet Group Technologies, Inc. are carried on
through wholly owned subsidiaries. As used herein, the "Company" refers to
MediaNet Group Technologies, Inc and its wholly owned subsidiaries. The
Company's operations include the following:

BSP Rewards                This division provides private branded loyalty and
                           rewards programs to companies, on-line and in-store
                           merchants, both for profit and non-profit
                           organizations. 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 may be
                           accumulated and used at any time to make additional
                           purchases from any participating merchant in the
                           program. The BSP program is proprietary to the
                           Company.

Brand-A-Port               One component, which we refer to as the Brand-A-Port
                           division, is building and hosting web sites for
                           business customers using proprietary software
                           applications we have developed. Such web sites are
                           designed to include the name, logo, color scheme and
                           customized or personalized content provided by the
                           customer, but are also designed to serve as Internet
                           web portals which provide users with direct access to
                           news, weather and other information available on the
                           Internet. This component of our business is currently
                           operational.

Memory Lane Syndication    Through this division we have acquired ownership of
                           130 color episodes of the 1970's Howdy Doody
                           television show. We license others to manufacture and
                           market, videos of these episodes, as well as
                           licensing them for possible television and radio
                           syndication. Initial marketing of videos commenced in
                           the fourth quarter of 2004. Additionally, in 2005, we
                           produced a combination CD/DVD known as Songs From The
                           Neighborhood / The Music of Mister Rogers which we
                           market tested and are presently offering for sale on
                           a direct basis and through various wholesale and
                           retail distributors and both on-line and brick and
                           mortar stores. The CD/DVD won the distinguished
                           GRAMMY AWARD on February 8, 2006 as the best
                           children's music album as well as a Dove award, the
                           Creative Child Award - Creative Child magazine,
                           Parents' Choice - Parent's Choice Foundation and the
                           2006 Notable Children's Recordings from the
                           Association of Library Service To Children.

BSP REWARDS

         The BSP Rewards component of our business is a loyalty and rewards
program designed as a shopping service through which members receive rebates
(rewards) on purchases of products and services from participating merchants.
These rewards act as a common currency that may be accumulated and used at any
time to make additional purchases from any participating merchant in the
program.

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         The BSP Rewards program is presently exclusively a web based program,
but is planning to be expanded to also operate in physical locations. Retail
sellers of goods and services who join in the program as participating merchants
agree to pay rebates to members who purchase goods and services through the
program. 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. In certain circumstances, we also pay a portion of the rebate as
residual passive income to the organization or company which enrolled the member
in the program.

         We have established a separate reserve account in which we hold all
amounts designated as accumulated member rewards. Members, merchants and member
providers may view reports on-line indicating the total amount of purchases made
and of rewards accumulated. 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 certificates or gift cards on-line that are redeemable at
participating merchants or load their points onto our stored value MasterCard
that can be utilized at certain online and in-store merchants for redemption.
This card allows the reward points to be loaded on the card and spent like cash
at participating merchants.

         Member Providers are companies, organizations and groups that enroll
their employees or members in the BSP Rewards program. The program is normally
offered free to member providers who auto-enroll their member base. This program
has commenced limited operations, and member provider agreements have been
signed with initial companies. Member provider agreements provide that the
organization will enroll their members for free and BSP shall pay to the member
providers a straight percentage of approximately one to five percent 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 by the member
provider actually earn rewards through the program. Three of the companies or
associations with whom the Company has entered into member provider agreements
are the AME Church,, Global Cash Card and Wheelchair Foundation. At this time,
none of these agreements are material and no revenues have yet been produced.

         We have also signed Branded BSP Rewards Merchant Agreements with web
based merchants such as Emson USA and Cruises, Inc who have agreed to pay a
rebate equal to 1-15% of the value of each sale, and will also redeem BSP
Rewards as payment for sales to our members. Additionally the Company has signed
branded agreements with organizations such as Fortune Hi-Tech Marketing who
utilizes the program as a shopping mall and Ogden Health Club who pays the
company a monthly fee to administer the branded program we built for them. The
agreements are signed, but will not go into full effect until the second quarter
of 2006.

         Additionally, BSP has signed Strategic Marketing Partnership agreements
with organizations that act as introductory or sales agents for the Company.
Such companies include ADP for the auto industry, Spirit Incentives for various
channels and Club Management Systems (CMS) for the health club industry.

         It is our intention to market the BSP Rewards program to larger
companies when we have the capital available to do so. Major membership clubs,
organizations and companies have the capability of quickly expanding the BSP
membership base to their large participating groups which would greatly enhance
our potential revenue stream. However, we would require substantial working
capital prior to commencing marketing efforts directed at larger organizations
as such efforts can be time consuming and costly. BSP Rewards is the Company's
primary division with the preponderance of it's efforts directed towards it's
expansion and growth.

BRAND-A-PORT

         One component of our business is to build internet web sites which also
serve as internet portals. Internet web sites are normally single purpose sites
utilized to provide information about a person, a company or a product.
Individuals typically visit internet web sites for a single targeted purpose,

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and once that purpose is satisfied, have no reason to remain on the site or to
re-visit unless a specific purpose arises again. An internet portal is a web
site which is designed to encourage visitors to remain on the site or to
re-visit the site numerous times. A web site which is also an internet portal
includes the same types of specific information normally found on a traditional
web site, but also includes additional content, information and features such as
a search engine, headline news, maps, stock market information, weather
information, horoscopes, games, and the like.

         Brand-A-Port is a proprietary software application we have developed
which allows us to build customized web site internet portals for our customers.
We license the general content and appearance of a Brand-A-Port internet portal
to our clients and then brand or customize the portal to fit the needs of the
client and its unique industry and customer/visitor base. The branding includes
adding the name and color scheme of the client and may also include adding
customized content and web pages desired by the client.

         We charge clients a fee for building their portal and also charge a
monthly hosting fee. The amount of both the initial fee and the monthly hosting
fee varies depending on the features and services the client selects. Portals
are generally required to be paid for prior to construction and hosting fees are
generally required to be paid quarterly in advance. We currently charge between
$1,995 and $4,995 to build the site, and between $199 and $250 per month to host
and maintain it. We host client's portals on servers at Datapipe, a national
hosting center. Datapipe manages and maintains our server operations. We
maintain the coding and other information necessary to administer the operations
of the web portals created for our clients, and we update the content and design
of the various sites as necessary. The monthly fee which we charge clients for
hosting varies depending upon the type of portal the client selects. Hosting
fees are higher for portals which include custom features.

         Our target market for the Brand-A-Port product is currently smaller
companies with small budgets that either do not currently have a web presence,
or who wish to expand on that presence without being required to make a large
expenditure. While our working capital is limited, we cannot effectively market
to larger companies because their sales cycles are longer and more costly. In
the event we are able to raise sufficient working capital we intend to shift our
marketing efforts more towards larger companies. The types of larger companies
we would expect to target include major membership clubs, organizations and
companies which would have the ability to order branded portals in larger
numbers which would greatly enhance our potential revenue stream.

         We have been developing and building the Brand-A-Port application model
over the past 48 months and during this development stage have sold 39 such
portals, four of which were sold in 2005.

MEMORY LANE SYNDICATION

         Another component of our business is a media business which we refer to
as Memory Lane Syndication. We commenced operations of Memory Lane Syndication
in January 2003 with the acquisition of the 130 color episodes of the 1970's
Howdy Doody Show. It is our intention to seek to re-establish the name and
recognition value of our Howdy Doody intellectual library in a number of ways.

         We have on-going marketing efforts directed toward sales of videos to
consumers on our www.doodyville.com website. We expect to be able to continue
with this type of marketing effort regardless of whether we are able to raise
any significant amount of working capital. The suggested retail price for direct
sales on the web is between $9.49 and $49.95 for an 86-minute VHS video and DVD
box set, respectively.

         We have entered into two licensing agreements relating to Howdy Doody
episodes. The first is a Rights Acquisition Agreement with GoodTimes
Entertainment granting them a license to manufacture and distribute 40 of the
Howdy Doody episodes to retailers and on the internet. GoodTimes Entertainment
commenced sales efforts in the last quarter of 2004 and will pay a royalty of
ten percent of the net wholesale price on any sales that were made.

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The Agreement has a term of five years, commencing on September 25, 2003.
Revenues to date have been nominal. There is no assurance that GoodTimes
Entertainment will be successful in selling videos and, accordingly, there is no
assurance that we will realize any substantive revenues under the terms of the
agreement.

         We have also signed a Licensing Agreement with Madacy Entertainment for
certain episodes of the Howdy Doody library. The Agreement grants a license to
Madacy Entertainment for 25 episodes to be produced as a DVD box set. The
Company will receive a royalty of fifteen percent of the net wholesale price on
all sales. The term of the Agreement is for five years, commencing December 1,
2003. Revenues to date have been nominal. There is no assurance that Madacy
Entertainment will be successful in selling videos and, accordingly, there is no
assurance that we will realize any substantive revenues under the terms of the
agreement

         We are also contacting television and radio stations relative to airing
the shows on a daily or weekly basis. If the shows are accepted, our
compensation may be in the form of money or an exchange for advertising time.

         On December 11, 2004 the Company entered into an agreement with U Love
Kids, Inc. to form a partnership, "Songs From The Neighborhood - A Tribute To
Mr. Rogers". The partnership produced an original CD/DVD of songs written by
Fred Rogers and performed by popular artists.

         On September 23, 2005, the Company in a stock transaction purchased the
50% interest held by U Love Kids, Inc. The Company issued 212,121 restricted
common shares at $0.33 per share and a three (3) year warrant to purchase
250,000 common shares at $1.50 per share with an expiration date of December 31,
2008.

         Test marketing of the CD/DVD commenced late October, 2005 with the
distribution roll-out commencing in the first quarter of 2006.

         The CD/DVD won the distinguished GRAMMY AWARD on February 8, 2006 as
the best children's music album as well as a Dove award, the Creative Child
Award - Creative Child magazine, Parents' Choice - Parent's Choice Foundation
and the 2006 Notable Children's Recordings from the Association of Library
Service To Children.

MARKETING AND DISTRIBUTION STRATEGIES

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

         We market our products and services primarily through third party
resellers who are paid on a commission basis. We have signed a number of
marketing partner agreements which are non-exclusive and we anticipate that we
will sign agreements with additional resellers 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 of one to five percent on
BSP rewards earned by members that are signed into the program by the reseller.
The Company also pays a commission of twenty to thirty percent for any products
and internet portals sold on behalf of the Company and a commission of up to ten
percent for hosting fees paid to the Company by buyers of portals or websites as
a result of the activities of the marketing partner. In some instances, we also
allow clients for whom we have built portals to act as resellers. Some of our
existing reseller agreements are with IMC/Beryl's World, GMS Auditing and

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Consulting Services, Spirit Incentives, Empire Media, E World Marketing,
Marketing Consultants Plus, McAdams Marketing, Preferred Savings Network, New
Benefits, One Source Network LLC, Black Fox International Insurance &
Investment, Thomas J. Reynolds and International Direct Response, Inc. As of the
date of this report, the marketing agreements have not resulted in any
significant revenues.

         We anticipate that the merchants and member provider organizations that
become involved with the BSP Rewards program will devote a portion of their our
advertising and marketing funds to the branded program which, in turn, will help
to develop customer awareness of our products and services.

         Part of our marketing strategy for the Brand-A-Port component of our
business is to continue to maintain and operate various demonstration sites
designed for specific industries. We do not currently 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 a Brand-A-Port portal.

         We market the Howdy Doody TV show videos, Songs From The Neighborhood
CD/DVD and other media products we may acquire in the future through
distributors and retailers and through direct response media. We seek to offer
the Howdy Doody TV show videos to various TV and radio syndicators who, in turn,
would market them to broadcasters to air to the general public. However, this
program is in its initial stage and there is no assurance that it will be
successful or that we will receive any significant revenues as a result of its
implementation.

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

         The main marketing efforts of the Company are directed towards the BSP
Rewards program. It is our intention to market both our BSP Rewards program and
Brand-A-Port product to larger companies when we have the capital available to
do so. Major membership clubs, organizations and companies have the capability
of ordering branded portals in larger numbers and the capability of quickly
expanding the BSP membership base to a much greater participating group, both of
which would greatly enhance our potential revenue stream through the utilization
of our internet mall. They also have the ability to market programs directly to
their customers and members.

COMPETITION

         Our competition includes web designers, major software manufacturers,
established loyalty/rewards companies and existing web portals. Although we are
not currently aware of any competitors that offer a brandable Rewards program
which also includes all of the features such as our redemption and cross
marketing applications, there are many companies which offer Loyalty and Rewards
programs. We intend to compete on the basis of pricing and speed to market, ease
of use and the number of features available in our proprietary BSP Rewards and
Brand-A-Port applications.

WEB SITES

         The following is a list of some of our proprietary websites:

         o www.medianetgroup.com            o www.pixjury.com
         o www.brandaport.com               o www.doodyville.com
         o www.bsprewards.com               o www.memorylanesyndication.com
         o www.shutterport.com              o www.autoloyaltyrewards.com
         o www.songsfromtheneighborhood.com

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EMPLOYEES

         Presently, we have 6 full time employees plus outside independent
representatives. The Company has an employment agreement with Martin A. Berns,
President, Chief Executive Officer and Director. The Company also has consulting
arrangements with a director who performs marketing services for the Company.

RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY. 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.

         Up to December 31, 2002, the Company was a development stage entity. In
2003, the Company commenced operations, which have been limited to date.
Therefore, there is no meaningful operating history on which to base an
evaluation of our proposed business and prospects. 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.

RESALE OF OUR SECURITIES MAY BE DIFFICULT BECAUSE THERE IS A LIMITED MARKET FOR
OUR SHARES.

         Although our securities are traded on the OTCBB, there is only a
limited active public market for our securities, and no assurance that an active
public market will develop in the future. Even in the event that such an active
public market does develop, there is no assurance that it will be maintained or
that it will be sufficiently active or liquid to allow shareholders to easily
dispose of their shares.

THE DEVELOPMENT OF OUR BUSINESS WILL BE LIMITED UNLESS WE OBTAIN SUBSTANTIAL
WORKING CAPITAL. THIS MAY REDUCE OR LIMIT THE VALUE OF THE COMPANY AND THE
POTENTIAL MARKET VALUE OF OUR OUTSTANDING SHARES.

         We require substantial additional working capital to fund our business.
Our current operations are not profitable and we do not presently have adequate
cash or sources of financing to meet either our short-term or long-term capital
needs. We have not currently identified any sources of available working
capital, other than the possible receipt of up to $594,000 from the exercise of
all outstanding warrants. We may be unable to locate other sources of capital or
may find that capital is not available on terms which are acceptable to us. If
the warrants are not exercised and we are not able to raise additional capital
from other sources, we will either be unable to continue operations or we will
be required to limit our operations to those which can be financed with the
modest capital which is currently available, and we

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will be required to abandon or significantly curtail our expansion plans. In the
past, Martin Berns, President and CEO has made loans to us in order to provide
sufficient funds to pay monthly operation expenses. The funds provided by Mr.
Berns have allowed us to maintain current operations. However, in order for us
to significantly expand our business, we will require substantial additional
working capital which is not expected to be provided by management.

OUR SUCCESS IS DEPENDENT ON RETAINING KEY PERSONNEL AND ON HIRING AND RETAINING
ADDITIONAL PERSONNEL. WE MAY BE UNABLE TO HIRE AND/OR RETAIN NECESSARY KEY
PERSONNEL, WHICH WOULD ADVERSELY AFFECT THE DEVELOPMENT OF OUR BUSINESS AND THE
POTENTIAL MARKET VALUE OF OUR OUTSTANDING SHARES.

         Our success will be largely dependent upon the efforts of Mr. Martin
Berns. Mr. Berns has an employment agreement with the Company through December
31, 2008 at an annual base salary of $52,000, plus normal fringe benefits.
Additionally Mr. Berns may receive from time to time, bonuses as determined by
the Board of Directors.

         The loss of the services of Mr. Berns would have a material adverse
effect on our ability to maintain and expand our current business operations or
to develop related products and services. We do not presently have "key man"
life insurance with respect to our management. Our success is also dependent
upon our ability to hire and retain additional qualified executives and creative
marketing personnel. There can be no assurance that we will be able to hire or
retain such necessary personnel and our inability to do so would have a material
adverse impact on our ability to expand our current business operations and
achieve profitability.

THE PORTIONS OF OUR BUSINESS WHICH ARE RELATED TO REWARD PROGRAMS, ON-LINE
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.

         The on-line commerce market is new, 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 PORTION OF OUR BUSINESS RELATED TO MARKETING OF VIDEOS AND OFFERING PRODUCTS
FOR TELEVISION SYNDICATION IS VERY COMPETITIVE. THERE IS NO ASSURANCE THAT WE
WILL BE ABLE TO COMPETE SUCCESSFULLY IN THAT MARKET, WHICH WOULD ADVERSELY
AFFECT OUR ABILITY TO ACHIEVE OR SUSTAIN PROFITABILITY.

         There are many competitors in the business of marketing and sale of
broadcast rights, videos and DVDs, many of which are better financed and in a
better position to place or sell their intellectual properties. The Howdy Doody
videos we own were produced in the 1970's and are targeted towards children and
their parents and grandparents who buy videos for them. The Howdy Doody videos
are in competition with both nostalgic and newly produced videos available from
major studios and television stations that already have distribution channels.
It is extremely difficult to obtain agreements for

                                        8

<PAGE>

television and radio syndication and retail sales for these types of products
due to the abundance of offerings from a variety of sources and the limited
amount of television/radio time slots and retail shelf space available. We have
signed two agreements granting rights to manufacture and distribute videos of a
portion of our Howdy Doody library to retailers and on the Internet in return
for payment of a royalty fee based upon sales. There is no assurance that this
agreement, or any others we are able to sign, will result in any significant
sales or revenues.

         Market testing of the Mr. Rogers CD/DVD began in the fourth quarter of
2005. Although there is no assurance that this product will result in any
significant sales or revenues in the future.

THE INTERNET AND ON-LINE 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 ADOPT 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 site Internet portals we
market and sell. The Internet and the on-line 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.

IT MAY BE DIFFICULT FOR YOU TO SELL YOUR 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.

         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

                                        9

<PAGE>

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.


ITEM 2.  DESCRIPTION OF PROPERTY.

         As of December 31, 2005, the Company leases approximately 1760 sq. ft.
of office space from an unaffiliated third party. The term of the lease is as
follows: $2,053 per month for the first twelve months, $2,114 per month for the
following twelve months, and $2,178 per month for the last twelve months.


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 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 the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
2005.


                                     PART II


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

         Our common stock is traded on the over-the-counter Bulletin Board under
the symbol "MEDG". As of March 16, 2006, the last sale of common stock, as
quoted on the over-the-counter Bulletin Board, was $0.52. 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
                                          ------------
                                        HIGH         LOW
                                        ----         ---
         2004
         ----
                  Third Quarter        $1.50        $1.50
                  Fourth Quarter        1.55         1.45
         2005
         ----
                  First Quarter         1.43         0.75
                  Second Quarter        0.82         0.39
                  Third Quarter         0.81         0.22
                  Fourth Quarter        0.40         0.21
         2006
         ----
                  First Quarter         0.52         0.18

                                       10

<PAGE>

         As of December 31, 2005 a total of 9,281,021 shares outstanding. Such
securities are currently held of record by a total of approximately 150 persons.
We also currently have 495,000 shares which are subject to purchase under
outstanding warrant agreements with various individuals.

         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 year ended December 31, 2005. The securities were sold
based on the exemption from registration provided by Section 4 (2) of the
Securities Act of 1933, in that these shares were acquired for investment
purposes only. A restrictive legend was placed on the certificates issued.

                                                      Purchase        Aggregate
                                                      Price Per        Purchase
Name                        Date          Shares       Share            Price
------------------       ----------      -------      ---------      -----------
Martin Berns              1/14/2005       33,713        $0.95        $32,027 (1)
Martin Berns              3/22/2005       20,833         0.96         20,000 (1)
Cameron Associates        3/31/2005       15,000         0.90         16,500 (2)
Cameron Associates         4/1/2005       15,000         0.90         16,500 (2)
Cameron Associates         5/2/2005       11,000         0.68         12,100 (2)
Cosmo Pamlieri            5/19/2005       10,000         0.25          2,500 (3)
Cameron Associates         6/1/2005       13,000         0.60         14,300 (2)
Richard Stanton            6/1/2005       33,000         0.55         18,150 (2)
Richard Walker            6/1/20005       33,000         0.55         18,150 (2)
Cameron Associates         7/1/2005       13,000         0.39         14,300 (2)
Cameron Associates         8/1/2005       13,000         0.40         14,300 (2)
Tammi Shnider             9/23/2005      112,121         0.33         37,000 (2)
Steven Adelstein          9/23/2005      100,000         0.33         33,000 (2)
Martin Berns             10/21/2005      145,455         0.22         32,000 (1)
Martin Berns             12/28/2005       90,000         0.30         27,000 (1)
Thomas C. Hill           12/28/2005       33,333         0.30         10,000 (1)
Stanton Walker           12/30/2005       59,000         0.24         14,160 (2)
_________
(1) Shares issued for conversion of debt.
(2) Shares issued for consulting services.
(3) Shares issued for payment received for Private Placement.

         In addition to the above,

         On June 23, 2005 the Company consummated the private sale of seven (7)
units, each unit consisting of 100,000 shares of restricted common stock and a 3
year warrant to purchase 25,000 shares of common stock at an exercise price of
$1.00 per share to a group of accredited investors (Gregory Fortunoff 100,000
shares, Michael Cahr 200,000 shares, and Sandra Pessin 400,000 shares) at
$55,000 per unit. The shares were sold through Lempert Brothers International,
USA Inc., acting as underwriter. The total offering price was $385,000. The
underwriter received a commission of $30,800, reimbursement of expenses of
$11,368, including underwriter's legal fees of $5,518, and warrants to purchase
70,000 shares of common stock, 56,000 exercisable at $0.55 per share and 14,000
exercisable at $1.00 per share. The securities were sold based on the exemption
from registration provided by Section 4 (2) of the Securities Act of 1933, in
that these shares were acquired for investment purposes only.

                                       11

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

OVERVIEW

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

         On March 31, 2003 we completed the acquisition of all of the issued and
outstanding shares of Brand-A-Port, Inc., in a share exchange transaction. The
former 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.

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

RESULTS OF OPERATIONS

         For the fiscal year ended December 31, 2004, we had revenues from
operations of $112,062, and a net loss of $335,605. For the year ended December
31, 2005, we had revenues from operations of $176,722, and a net loss of
$1,072,743.

     Operating expenses were $276,711 for the year ended December 31, 2004, as
compared to $1,031,782 for the year ended December 31, 2005, an increase of
$755,161. The increases are attributable primarily to an increase in payroll &
payroll taxes of $56,933. The consulting fees increase of $192,159 is
attributable to our retaining the services of financial consultants to assist in
capital structure and permanent financing matters. The increase in legal fees of
$17,706 is attributable to the cost of our private placement. The largest
expense increase in operating expenses was the impairment of our Howdy Doody
Library in the amount of $482,165 as sales of this product have not met our
expectations.

                                       12

<PAGE>

         Deferred revenue results from customers who pay for services in
advance, such as quarterly, or annually. The Company records the initial payment
in deferred revenue and then recognizes in each subsequent month that proportion
which is provided in services. As of December 31, 2005, deferred revenue
amounted to $26,174 compared to $0 at December 31, 2004.

         As of December 31, 2005, we had cash on hand of approximately $10,590.
During the fiscal year ended December 31, 2004, net cash used in operations was
$197,810, and during the fiscal year ended December 31, 2005, net cash used in
operations was $370,927. However, our operations are not yet profitable, and we
continue to require additional funding in order to continue business operations.

         To date, we have funded our cash shortage and obtained the cash
necessary to continue operations primarily through debt and equity transactions
with management and through equity private placements. As a result, as of
December 31, 2005, we had outstanding loans from stockholders totaling
approximately $13,000. Upon mutual agreement between the stockholders and the
Company, these notes are convertible on a quarterly basis, into restricted
common shares valued at market value (bid price).

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

PLAN OF OPERATIONS

         Our plan of operations is to primarily develop our BSP Rewards
business. The timing and the extent to which we are able to implement our
expansion plan will primarily be dependent upon our ability to obtain outside
working capital. Although management believes we have established a base through
which we can continue to grow even without obtaining outside working capital,
receipt of such capital would allow us to enhance our existing applications and
commence a speedier and more complete marketing program.

         The Company completed the initial development and beta testing of its
BSP program at the end of December 2003. The Company has signed Marketing
Partner and/or Member Provider Agreements with various individuals or companies
to sell for the Company on a straight commission basis. Additionally the Company
has signed their initial Private Branded Merchant Agreements with web-based
retailers who will give and redeem BSP Rewards and place their customers into
the program as members. The Company believes it will begin to receive limited
revenues from these sales during the 1st quarter of 2006.

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

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

         We are aware that business trends relative to the internet are fluid
and are constantly changing. We are also aware that the U.S. economy is
currently in a state of uncertain growth. The combination of

                                       13

<PAGE>

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
on our net sales or revenues or income from operations.

SUBSEQUENT EVENTS

         On January 9, 2006, the Company consummated the private sale of 500,000
shares to one (1) accredited investor, at a price of $0.25 per share. The total
offering price was $125,000. The securities were sold based on the exemption
from registration provided by Section 4 (2) of the Securities Act of 1933, in
that these shares were acquired for investment purposes only. A restrictive
legend was placed on the certificate issued.

         On March 6, 2006 the company issued 80,000 shares of restricted common
stock to Cameron Associates for consulting services valued at $0.31 per share.
The $0.31 per share price is consistent with the market price of the Company's
stock as quoted on the OTC Bulletin Board on March 6, 2006. The securities were
sold based on the exemption from registration provided by Section 4 (2) of the
Securities Act of 1933, in that these shares were acquired for investment
purposes only. A restrictive legend was placed on the certificate issued.


I
TEM 7.  FINANCIAL STATEMENTS.

         See Financial Statements commencing on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         On September 8, 2004, the Company accepted the resignation of
Livingston, Wachtell & Co., LLP. The report in connection with the audit of the
fiscal year ended December 31, 2003, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to certainty, audit
scope or accounting principles, except for going concern opinions. During the
period of Livingston, Wachtell & Co., LLP's engagement (July 19, 2000 to
September 08, 2004), there were no disagreements, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Livingston, Wachtell & Co., LLP, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.

         On September 8, 2004, the Company engaged the services of Child,
Sullivan & Company, Certified Public Accountants.

         The Company has no disagreements with its principal independent
accountant during the fiscal year ended December 31, 2005 or during the period
from December 31, 2005 until the date hereof.

         On or about January 1, 2006, Child, Sullivan & Company, the principal
accountant for MediaNet Group Technologies, Inc. (the "Company") changed its
accounting practice from a corporation to a professional limited liability
company named Child, Van Wagoner & Bradshaw, PLLC. As this is viewed as a
separate legal entity, the Company terminated its accounting arrangement with
Child, Sullivan & Company as principal accountant and engaged Child, Van Wagoner
& Bradshaw, PLLC, as the Company's principal accountants for the Company's
fiscal year ending December 31, 2005 and the interim periods for 2005 and 2006.
The decision to change principal accountants was approved by the Audit Committee
of the Company's Board of Directors and subsequently approved by the Board of
Directors.

                                       14

<PAGE>

         None of the reports of Child, Sullivan & Company, on the Company's
financial statements for either of the past two years or subsequent interim
period contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles, except that
the report for the fiscal year ended December 31, 2004 did contain a going
concern paragraph.

         There were no disagreements between the Company and Child, Sullivan &
Company, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Child, Sullivan & Company, would have caused them to make
reference to the subject matter of the disagreement in connection with its
report. Further, Child, Sullivan & Company has not advised the Registrant that:

         1) internal controls necessary to develop reliable financial statements
            did not exist; or

         2) information has come to the attention of Child, Sullivan & Company
            which made it unwilling to rely upon management's representations,
            or made it unwilling to be associated with the financial statements
            prepared by management; or

         3) the scope of the audit should be expanded significantly, or
            information has come to the attention of Child, Sullivan & Company
            that they have concluded will, or if further investigated might,
            materially impact the fairness or reliability of a previously issued
            audit report or the underlying financial statements, or the
            financial statements issued or to be issued covering the fiscal year
            ended December 31, 2005.

         On or about January 2, 2006 the Registrant engaged Child, Van Wagoner &
Bradshaw, PLLC as its principal accountant to audit the Registrant's financial
statements as successor to Child, Sullivan & Company. During the Registrant's
two most recent fiscal years or subsequent interim period, the Registrant has
not consulted with the entity of Child, Van Wagoner & Bradshaw, PLLC regarding
the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, nor did the entity of Child, Van Wagoner
& Bradshaw, PLLC provide advice to the Registrant, either written or oral, that
was an important factor considered by the Registrant in reaching a decision as
to the accounting, auditing or financial reporting issue.

         Further, during the Registrant's two most recent fiscal years or
subsequent interim period, the Registrant has not consulted the entity of Child,
Van Wagoner & Bradshaw, PLLC on any matter that was the subject of a
disagreement or a reportable event.

                                       15

<PAGE>


ITEM 8A. CONTROLS AND PROCEDURES.

         The Securities and Exchange Commission defines the term disclosure
controls and procedures to mean a company's controls and other procedures 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 Commissions rules and forms. 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.

         Based on an evaluation performed, the Company's certifying officers
have concluded that the disclosure controls and procedures were effective as of
December 31, 2005, to provide reasonable assurance of the achievement of these
objectives.

         There was no change in the Company's internal control over financial
reporting during the quarter ended December 31, 2005, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


ITEM 8B. OTHER INFORMATION.

         None.


                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The names, ages and titles of our Executive Officers and Directors as
of December 31, 2005 are as follows:

NAME                   AGE      POSITION
----                   ---      --------

Martin A. Berns *      69       Chief Executive Officer and Director since
                                March 31, 2003
Eugene H. Berns *      69       Chairman and Board Member since March 31, 2003
Ivan L. Bial           61       Vice President, Secretary, Director since
                                March 31, 2003
Joseph Porrello        61       Director since March 31, 2003
Dennis R. Lane         58       Director since March 31, 2003
James M. Dyas          56       Director, Chief Financial Officer, Chairman of
                                the Audit Committee since September 30, 2004
Thomas C. Hill         47       Director since January 31, 2005
Lawrence Lipman        50       Director since February 16, 2005
_________
* Martin A. Berns and Eugene H. Berns are brothers.

         The directors named above will serve until the next annual meeting of
the Company's stockholders, or until their successors have been appointed. The
directors are elected for one-year terms at the annual stockholders' meeting.

         The directors and officers named above, other than Mr. Berns, Mr. Bial
and Mr. Dyas who spend substantially all their time on the affairs of the
Company, will generally devote their time to the Company's affairs on an "as
needed" basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
will fall within the range of five to ten hours per month.

                                       16

<PAGE>

         Officers generally hold their positions at the pleasure of the board of
directors, absent any employment agreement. Mr. Berns has an employment contract
with the Company, commencing January 1, 2005 through December 31, 2008.

BIOGRAPHICAL INFORMATION

         MARTIN A. BERNS has been the President, Chief Executive Officer and
Director of the Company since January 2003 and a co-founder of our wholly owned
operating subsidiary Brand-A-Port, Inc. He has been a Director, President and
Chief Executive Officer of that company since its organization in April 2000.
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 production. Mr. Berns was Vice
President of marketing for Realm Productions, a publicly held video production
company and acted as coordinating producer for the re-syndication and
distribution of the 1970's new "Howdy Doody" show. 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.

         EUGENE H. BERNS has served as Chairman of the Board of the Company
since January 2003. He is a co-founder of our wholly owned operating subsidiary,
Brand-A-Port, Inc. Mr. Berns serves as President of Housing Marketing Team, a
marketing consultation company whose services include local and national housing
industry market 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.

         IVAN L. BIAL has been the Vice President and Secretary as well as a
director of the Company since January 2003. Mr. Bial is a co-founder of our
wholly owned operating subsidiary Brand-A-Port, Inc., and has been Vice
President, Sales of that company since its organization in April 2000. Prior
thereto, he served as Vice President and General Manager of Southern Photo
Service of Hollywood, Florida, the oldest independent color photo-finishing lab
in the United States. He served as a consultant to Blockbuster Entertainment for
their multi-store test of one-hour photo labs. Mr. Bial has additional
experience as a National Sales Manager in the telecommunications, software and
publishing industry, and is a member of the Society of Photo Finishing
Engineers.

         JAMES M. DYAS was appointed a director and Chief Financial Officer of
the Company in September 2004. From 1992 to 2004, Mr. Dyas served as Chief
Financial Officer of the National Alliance for Excellence, Inc., a national
educational non-profit organization which he co-founded. From 1990 to 1992, Mr.
Dyas was Controller for Seal-O-Matic Corporation. Prior to 1990, Mr. Dyas held
management positions with Fashion Rite Corporation (a London Fog licensee) and
International Paint Co., Inc. Mr. Dyas has served in the position of financial
consultant, Chief Financial Officer and Controller for national and
international companies for over twenty-five (25) years. He holds a B.S degree
in accounting from St. Peter's College.

         JOSEPH P. PORRELLO was appointed a director of the Company on January
31, 2003. Mr. Porrello has been the President of Marketing Consultants Plus
since 1998. Mr. Porrello provides marketing consulting services to the Company.
Mr. Porrello is a highly regarded leader in the audio/video industries, and has
received over ninety (90) gold and platinum music and visual awards, including
an Emmy award. Mr. Porrello is a Producer of video productions, and assists the
Company in reaching the video and direct marketing segments of the market.

                                       17

<PAGE>

         DENNIS LANE was appointed a director of the Company on January 31,
2003. He has been President of Laneco Consulting, LLC. since January 2003.
Laneco Consulting, LLC is a full service agency specializing in developing
markets for the real estate investment community. From 1997 until 2002, Mr. Lane
was the President of Restaurant.com, which he founded. Mr. Lane spent in excess
of twenty (20) years as a senior executive in the television industry. Mr. Lane
also founded and served as President of the POS Network, an in-store network of
point of sales television commercials the retail industry labeled "the last word
in buying decisions." He has worked with most of the nation's largest
advertising agencies. Lane has incorporated his network television marketing
experience with a series of loyalty programs in conjunction with important
retail companies throughout the United States.

         LAWRENCE LIPMAN was appointed a director of the Company on February 16,
2005. Since August 2004, he has been President of DBL Group, Inc., which
provides consulting services to the Company. From 1997 to July 2004, Mr. Lipman
was the Vice President - Sales of Koala Corp, the manufacturer of the Koala Bear
Baby changing stations, playground equipment and other business to consumer
products such as water parks and safety surfacing. Mr. Lipman has over
twenty-four (24) years of successful experience working with executives in a
variety of industries that relate directly to the objectives of BSP Rewards. He
has acted in a variety of businesses as Director of Business Development, Chief
Marketing Officer, Vice President of Sales and Marketing and owned a corporation
for eight (8) years that sold a variety of products to many retail industries.
Mr. Lipman's expertise is being utilized to assist the Company in bringing to
BSP Rewards specific targeted industries. He is directly responsible for
identifying and establishing relationships with potential strategic marketing
partners and major prospective clients. Mr. Lipman worked in the loyalty rewards
industry during the late 1990's.

         THOMAS C. HILL was appointed 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. Mr. Hill
also served as the Marketing Director for The Miami Herald, one of
Knight-Ridder's leading newspapers.

         None of the directors serves as a director for any other reporting
company.

AUDIT COMMITTEE

         Messrs. Eugene Berns, James Dyas, Joseph Porrello, Ivan Bial and Thomas
Hill are members of the Audit Committee. All of the committee members with the
exception of Mr. Dyas may be deemed independent. None of the independent
directors qualify as an "Audit Committee financial expert." Since the Company
has generated only nominal revenues to date, it is not in a position at this
time to attract, retain and compensate such a person. However, it will endeavor
to retain one as soon as practicable. In the meantime, Mr. Dyas qualifies as a
"financial expert."

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The Company's officers, directors and principal shareholders have not
been delinquent in filing reports required under Section 16(a) of the Exchange
Act.

                                       18

<PAGE>

CODE OF ETHICS

         The Company has adopted a Code of Business Conduct and Ethics which
applies to its executive officers. A copy of the Code of Business Conduct and
Ethics is incorporated by reference as Exhibit 14 to this report.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table provides summary information concerning cash and
compensation awarded to, earned by, or paid to our Chief Executive Officer for
the years indicated below.

Name and Principal Position           Year        Salary     Other Compensation
---------------------------           ----      ----------   ------------------

Martin Berns, CEO                     2005      52,500 (1)           0
                                      2004      40,000 (1)           0
                                      2003      40,000 (1)           0
_________
(1) Mr. Berns has an employment contract with the Company, commencing January 1,
    2005 through December 31, 2008 at an annual salary of $52,000 per year, plus
    normal fringe benefits.

CONSULTING ARRANGEMENTS

         Mr. Porrello has a consulting arrangement with the Company pursuant to
which he provides professional services on a month-to-month basis.

         On January 18, 2005, Mr. Lipman was granted a five (5) year option to
purchase 25,000 common shares under the Company's Incentive and Non-Statutory
Stock Option Plan. The exercise price of $0.45 per share represents 50% of the
closing price per share of the Company's common stock on the date of grant.
Options for 8,333 shares vested in 2005.

         On January 18, 2005, Mr. Hill was granted a five (5) year option to
purchase 25,000 common shares under the Company's Incentive and Non-Statutory
Stock Option Plan. The exercise price of $0.45 per share represents 50% of the
closing price per share of the Company's common stock on the date of grant. On
August 2, 2005 Mr. Hill was granted an additional 25,000 options to purchase
common shares under the Company's Incentive and Non-Statutory Stock Option Plan.
The exercise price of $0.19 per share represents 50% of the closing price per
share of the Company's common stock on the date of grant. Options for 16,666
shares vested in 2005.

STOCK OPTIONS

         The Company has a stock option plan for key personnel covering 350,000
shares of common stock.

         On January 18, 2005 options to purchase 50,000 shares of the Company's
common stock were granted to each of two directors. The options are exercisable
at $0.45 per share, which represents 50% of the closing bid price per share of
the Company's common stock on January 18, 2005. The options have an expiration
date of January 18, 2010 and vest over a two year period as follows:

                                       19

<PAGE>

                          Options     Date Exercisable
                          -------     ----------------

                           16,666     January 18, 2005
                           16,666     January 18, 2006
                           16,666     January 18, 2007

         On August 2, 2005 an option to purchase 25,000 shares of the Company's
common stock was granted to a director. The option is exercisable at $0.19 per
share, which represents 50% of the closing bid price per share of the Company's
common stock on August 2, 2005. The option has an expiration date of August 2,
2010 and vests over a two year period as follows:

                          Options     Date Exercisable
                          -------     ----------------

                            8,333      August 2, 2005
                            8,333      August 2, 2006
                            8,334      August 2, 2007


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

         The following table sets forth, as of March 16, 2006, 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                       2,645,001                26.8%

Eugene H. Berns (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                         490,000                 5.0%

Ivan L. Bial (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                         600,000                 6.1%

Dennis Lane (1)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                         254,443                 2.6%

Joseph Porrello (1)(3)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                         185,552                 1.9%


                                       20

<PAGE>

James Dyas (1)(4)
5100 W. Copans Road, Suite 710
Margate, Florida 33063                          20,000                 0.2%

Lawrence Lipman (1) (5)
4950 South Yosemite
Greenwood Village, CO 80111                     45,000                 0.5%

Thomas C. Hill (1) (2)
10258 Vestral Manor
Coral Springs, FL 33071                         85,833                 0.9%

Steven Adelstein
624 West Tropical Way
Plantation, FL 33317                           750,000                 7.6%

Norman H. Pessin
605 Third Ave- 19th Floor
New York, NY 10158                           1,015,000                10.3%

Sandra F. Pessin (6)
605 Third Ave 19th Floor
New York, NY 10158                             603,250                 6.1%

All officers and directors (8 persons)       4,325,829                43.2%
_________
(1) The person listed is an officer, a director, or both, of the Company.
(2) Includes 50,000 options to purchase common stock of the Company
(3) Includes 60,000 options to purchase common stock of the Company.
(4) Includes 15,000 options to purchase common stock of the Company.
(5) Includes 25,000 options to purchase common stock of the Company.
(6) Includes 100,000 shares underlying three year warrants exercisable @ 1.00
    per share.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Martin Berns, Eugene Berns and Ivan Bial may be considered the founders
(promoters) of the Company. In April 2000, they formed Brand-A-Port, Inc and
received a total of 3,200,000 shares of common stock of such company, valued at
$0.01 per share. in consideration of past and future services. The shares of
Brand-A-Port, Inc. held by these promoters were exchanged for an equal number of
our shares when the share exchange transaction was completed on March 31, 2003.

         From time to time, we receive loans from our shareholders. As of
December 31, 2005, the total of such outstanding loans was approximately $13,000
from Martin Berns. Mr. Berns has the right, on a quarterly basis, to exchange
any amounts advanced for restricted common stock at market value (bid price) at
the time of conversion.

                                       21


<PAGE>

         Mr. Berns made a commitment to loan the Company up to $120,000 during
the twelve-month period ending December 31, 2004 to cover cash flow deficits
from operations. As of December 31, 2005, Mr. Berns had loaned the Company a
total of $214,277 and deferred $66,500 in salary. Upon mutual agreement with the
Company, Mr. Berns was given the opportunity to convert his loans and deferred
salary into shares of the Company's common stock at market value (bid price) at
the time of conversion. The table below details the conversions made through
December 31, 2005.The table below includes all conversions made from January 1,
2004 through December 31, 2005.

Date of Conversion       Loans     Deferred Salary    Market price    No. Shares
------------------     --------    ---------------    ------------    ----------

July 31, 2004          $103,750        $20,000          $1.65(1)         75,500
September 29, 2004       35,000         10,000           1.50(2)         30,000
January 14, 2005         22,027         10,000           0.95(2)         33,713
March 22, 2005                0         20,000           0.96(2)         20,833
October 21, 2005         32,000              0           0.22(2)        145,455
December 28, 2005        21,500          6,500           0.30(2)         90,000
                       --------        -------                          -------

Total                  $214,277        $66,500                          395,001

         (1) The $1.65 per share price for the conversion of debt owed to Martin
Berns is consistent with the proposed maximum offering price per share in the
Company's Form SB-2 Registration Statement and related amendments (SEC File No.
333-105792) as filed with the U.S. Securities and Exchange Commission.

         (2) The per share price is consistent with the closing market price of
the Company's stock as quoted on the OTC Bulletin Board on the date of
conversion.

         In January 2005, the employment agreement with Mr. Berns was been
extended through December 31, 2008 at an annual salary of $52,000 per year, plus
normal fringe benefits.

         On January 5, 2003, we closed on an agreement with Adelstein
Productions, Inc, a Florida corporation, to acquire 130 color episodes of the
1970's Howdy Doody television show. The purchase price included the issuance of
200,000 shares of our common stock and the execution of a promissory note in the
principal amount of $675,000. On June 30, 2004, the note holder converted the
principal note amount of $675,000 plus $20,000 of interest, for 750,000 shares
of the Company's common stock.

         On September 23, 2005, we consummated the purchase of the fifty percent
(50%) interest in the partnership "Songs From The Neighborhood-A Tribute To Mr.
Rogers" not owned by the Company from U Love Kids, Inc., a company owned by
Steven Adelstein and his daughter Tammi Shnider. We issued 100,000 shares of
restricted common stock to Mr. Adelstein and 112,121 shares to Ms. Shnider. The
shares were valued at $0.33 per share, the market price of the shares on the
date of grant. In addition we issued to Ms. Shnider a three (3) year warrant to
purchase 250,000 shares of common stock at a price of $1.50 per share. The
warrant will expire on December 31, 2008.

                                       22

<PAGE>


ITEM 13. EXHIBITS.

         (a)      The Exhibits listed below are filed as part of this Annual
                  Report.

                  3.1      Articles of Incorporation (incorporated by reference
                           from Registration Statement on Form 10-SB filed with
                           the Securities and Exchange Commission on June 14,
                           2002).

                  3.2      Bylaws (incorporated by reference from Registration
                           Statement on Form 10-SB filed with the Securities and
                           Exchange Commission on June 14, 2002).

                  14       Code of Ethics (incorporated by reference from Form
                           10-KSB for the year ended 12/31/03 filed with the
                           Securities and Exchange Commission on March 29,
                           2004).

                  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.

         (b)      During the last quarter of its fiscal year ended December 31,
                  2004, there were no reportable events requiring an Form 8-K to
                  be filed by the Company.

                                       23

<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

         The aggregate fees billed by Livingston, Wachtell & Co., LLP for review
of the Company's financial statements included in its quarterly reports on Form
10-QSB for the periods ended March 31, 2004 and June 30, 2004, were $4,500.

         On September 8, 2004, the Company accepted the resignation of
Livingston, Wachtell & Co., LLP. The report in connection with the audit of the
fiscal year ended December 31, 2003, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to certainty, audit
scope or accounting principles, except for going concern opinions. During the
period of Livingston, Wachtell & Co., LLP's engagement (July 19, 2000 to
September 08, 2004), there were no disagreements, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Livingston, Wachtell & Co., LLP, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.

         On September 8, 2004, the Company engaged the services of Child,
Sullivan & Company, Certified Public Accountants.

         The aggregate fees billed by Child, Sullivan & Company for audit of the
Company's annual financial statements for the fiscal year ended December 31,
2004, were$10,000. The aggregate fees billed by Child, Sullivan & Company for
review of the Company's financial statements included in its quarterly reports
on Form 10-QSB for the period ended September 30, 2004, were $1,500.

         The aggregate fees billed by Child, Sullivan & Company for audit of the
Company's annual financial statements for the fiscal year ended December 31,
2005, were$16,000. The aggregate fees billed by Child, Sullivan & Company for
review of the Company's financial statements included in its quarterly reports
on Form 10-QSB for the year ended December 31, 2005, were $4,500.

Audit-Related Fees

         Child, Sullivan & Company billed the Company $0 for the fiscal year
ending December 31, 2004 for assurance and related services that were related to
its audit or review of the Company's financial statements.

Tax Fees

         The aggregate fees billed by Child, Sullivan & Company for tax
compliance, advice and planning were $500 for the fiscal year ended December 31,
2004.

All Other Fees

         Child, Sullivan & Company did not bill the Company for any products and
services other than the foregoing during the fiscal year ended December 31, 2004
and December 31, 2005.

                                       24

<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
         Date: October 24, 2006             Chief Executive Officer

                                        By: /s/ James M. Dyas
                                            -----------------
         Date: October 24, 2006             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.

                                        By: /s/ Martin Berns
                                            ----------------
         Date: October 24, 2006             Martin Berns

                                        By: /s/ Eugene Berns
                                            ----------------
         Date: October 24, 2006             Eugene Berns

                                        By: /s/ Ivan Bial
                                            -------------
         Date: October 24, 2006             Ivan Bial

                                        By: /s/ Dennis R. Lane
                                            ------------------
         Date: October 24, 2006             Dennis R. Lane

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

                                        By: /s/ Joseph Porrello
                                            -------------------
         Date: October 24, 2006             Joseph Porrello

                                        By: /s/ Lawrence Lipman
                                            -------------------
         Date: October 24, 2006             Lawrence Lipman

                                        By: /s/ Thomas C. Hill
                                            ------------------
         Date: October 24, 2006             Thomas C. Hill


                                       25

<PAGE>





                        MEDIANET GROUP TECHNOLOGIES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005





                                       F-1

<PAGE>


                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To the Board of Directors and Stockholders
MEDIANET GROUP TECHNOLOGIES, INC.
Margate, Florida

We have audited the accompanying consolidated balance sheet of MEDIANET GROUP
TECHNOLOGIES, INC., a Nevada corporation, and subsidiaries as of December 31,
2005, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 2005 and
2004. These financial statements are the responsibility of the Company's
management. 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MEDIANET GROUP
TECHNOLOGIES, INC. as of December 31, 2005, and the results of its operations
and its cash flows for the years ended December 31, 2005 and 2004, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has no established source of
significant revenue, has negative working capital and has suffered recurring
losses from operations. Its difficulty in generating sufficient cash flow to
meet its obligations and sustain its operations raises substantial doubt about
its ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Since our previous report dated February 17, 2006, as described in notes 10 and
13, the accounting for the acquisition of the non-controlling interest in a
subsidiary and the presentation of impairment loss have been reevaluated by the
Company. However, the Company has restated the financial statements to reflect
those amounts.

Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
February 17, 2006, except for notes 10 and 13, which are dated October 19, 2006


                                       F-2

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                                                      Restated
                                                                    -----------
Current assets
  Cash and cash equivalents .....................................   $    10,590
  Accounts receivable ...........................................        98,277
  Inventory .....................................................        32,858
  Prepaid expense ...............................................         2,269
                                                                    -----------
Total current assets ............................................       143,994

Property, plant & equipment
  Computer equipment ............................................        22,758
  Accumulated depreciation ......................................       (17,721)
                                                                    -----------
Net property, plant and equipment ...............................         5,037

Other assets
  Trademark .....................................................         2,800
  Film library ..................................................       379,779
  Record master .................................................       198,453
                                                                    -----------
Total other assets ..............................................       581,032

Total assets ....................................................   $   730,063
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities ......................   $   222,843
  Deferrred revenue .............................................        26,174
  Due to stockholders ...........................................        13,000
                                                                    -----------
Total current liabilities .......................................       262,017

Stockholders' equity
  Common stock: par value $.001; 50,000,000 shares authorized;
   9,281,021 shares issued and outstanding ......................         9,281
  Additional paid in capital ....................................     3,522,607
  Accumulated deficit ...........................................    (3,063,842)
                                                                    -----------
Total stockholders' equity ......................................       468,046
                                                                    -----------

Total liabilities and stockholders' equity ......................   $   730,063
                                                                    ===========

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

                                       F-3

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            Year ended
                                                            December 31,
                                                     --------------------------
                                                         2005           2004
                                                     -----------    -----------
                                                       Restated
                                                     -----------
Revenues
  Sales revenues .................................   $   176,722    $   112,062
  Cost of sales ..................................       217,593        151,676
                                                     -----------    -----------
    Gross profit .................................       (40,871)       (39,614)

Operating expenses
  Consulting fees ................................       245,937         53,778
  Other selling and administrative expenses ......       303,770        222,933
  Impairment loss ................................      (482,165)             -
                                                     -----------    -----------
    Total operating expenses .....................     1,031,872        276,711
                                                     -----------    -----------

Loss from operations .............................    (1,072,743)      (316,325)

Other income (expense)
  Interest expense ...............................             -        (19,280)
                                                     -----------    -----------
Total other income (expense) .....................             -       (19,280)
                                                     -----------    -----------

Net loss before income taxes .....................    (1,072,743)      (335,605)

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

Net loss .........................................   $(1,072,743)   $  (335,605)
                                                     ===========    ===========

Basic and diluted net loss per share .............   $     (0.13)   $     (0.05)
                                                     ===========    ===========

Weighted average number of shares outstanding ....     8,417,211      7,205,000
                                                     ===========    ===========

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

                                       F-4

<PAGE>

                        MEDIANET GROUP TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              Year ended
                                                              December 31,
                                                        -----------------------
                                                            2005         2004
                                                        -----------   ---------
                                                          Restated
                                                        -----------
Cash flows from operating activities:
  Net loss ............................................ $(1,072,743)  $(335,605)
  Adjustments to reconcile net loss to
   net cash used in operations:
    Depreciation and amortization .....................      56,183      53,539
    Allowance for bad debt ............................       3,500           -
    Stock and warrants issued for services ............     122,330      22,800
    Stock options issued for services .................      42,112      15,072
    Impairment loss on film library ...................     482,165           -
    Changes in operating liabilities and assets:
      Accounts receivable .............................    (100,926)       (851)
      Inventory .......................................     (32,858)          -
      Prepaid expense .................................      (1,501)      4,101
      Accounts payable and accrued liabilities ........     104,637      43,134
      Deferred revenue ................................      26,174           -
                                                        -----------   ---------
    Net cash used in operations .......................    (370,927)   (197,810)

Cash flows from investing activities:
  Purchase of fixed assets ............................      (5,495)          -
  Investment in sound library .........................    (107,532)     (2,500)
                                                        -----------   ---------
    Net cash used in investing activities .............    (113,027)     (2,500)

Cash flows from financing activities:
  Stock issued for cash ...............................     397,982      44,000
  Net proceeds from due to stockholders ...............      81,400     163,457
                                                        -----------   ---------
    Net cash provided by financing activities .........     479,382     207,457
                                                        -----------   ---------

  Increase (decrease) in cash and cash equivalents ....      (4,572)      7,147

  Cash and cash equivalents, beginning of period ......      15,162       8,015
                                                        -----------   ---------
  Cash and cash equivalents, end of period ............ $    10,590   $  15,162
                                                        ===========   =========

Supplemental disclosures of cash flow information:
  Cash paid for interest .............................. $         -   $  19,280
                                                        ===========   =========
  Cash paid for income taxes .......................... $         -   $       -
                                                        ===========   =========
Non-cash financing transactions
  Stock issued for payment of expenses by shareholder . $   121,027   $ 168,750
                                                        ===========   =========
  Stock issued for acquisition of sound library ....... $   100,000   $       -
                                                        ===========   =========
  Stock issued for film library ....................... $         -   $ 675,000
                                                        ===========   =========

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

                                       F-5

<PAGE>

<TABLE>
                                                  MEDIANET GROUP TECHNOLOGIES, INC.
                                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (RESTATED)
                                           FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
<CAPTION>
                                                   Common      Common      Paid in     Paid in Capital   Accumulated      Total
                                                   Shares      Stock       Capital      Stock Options      Deficit        Equity
                                                  ---------   --------   -----------   ---------------   -----------    -----------
<S>                                               <C>         <C>        <C>            <C>              <C>            <C>
Balance January 1, 2004 ........................  6,771,566   $  6,772   $ 1,816,043    $         -      $(1,655,494)   $   167,321

Stock issued in payment of debt 6/24 @ $.90 ....    750,000        750       674,250              -                -        675,000
Stock issued in payment of expenses 7/31 @ $1.65     75,000         75       123,675              -                -        123,750
Stock issued in payment of expenses 9/30 @ $1.50     30,000         30        44,970              -                -         45,000
Stock issued in payment of expenses 10/5 @ $.27      56,000         56        14,944              -                -         15,000
Stock issued for cash 10/28 @ $.25 .............      8,000          8         1,992              -                -          2,000
Stock issued for prior year resolution 10/28 ...     10,000         10           (10)             -                -              -
Stock issued for services 10/29 @ $.26 .........     30,000         30         7,770              -                -          7,800
Stock options issued for services 10/29 ........          -          -             -         15,072                -         15,072
Stock issued for cash 12/29 @ $1.00 ............     42,000         42        41,958              -                -         42,000
Net loss for the year ..........................          -          -             -              -         (335,605)      (335,605)
                                                  ---------   --------   -----------   ---------------   -----------    -----------
Balance December 31, 2004 ......................  7,772,566      7,773     2,725,592         15,072       (1,991,099)       757,338

Stock issued in payment of expenses 1/14 @ $.95      33,713         33        31,994              -                -         32,027
Stock issued for cash 1/18 @ $1.00 .............      8,000          8         7,992              -                -          8,000
Stock options issued for services 1/18 .........          -          -             -         11,883                -         11,883
Stock issued in payment of expenses 3/22 @ $.96      20,833         21        19,979              -                -         20,000
Stock issued for cash 3/28 @ $1.00 .............     50,000         50        49,950              -                -         50,000
Stock issued for services 3/31 @ $.90 ..........     15,000         15        13,485              -                -         13,500
Stock issued for services 4/1 @ $.90 ...........     15,000         15        13,485              -                -         13,500
Stock issued for services 5/2 @ $.68 ...........     11,000         11         7,469              -                -          7,480
Stock issued for cash 5/19 @ $.25 ..............     10,000         10         2,490              -                -          2,500
Stock issued for services 6/1 @ $.60 ...........     13,000         13         7,787              -                -          7,800
Stock issued for services 6/16 @ $.55 ..........     66,000         66        36,234              -                -         36,300
Warrants issued for services 6/16 ..............          -          -        19,320              -                -         19,320
Stock issued for cash 6/23 $.55 ................    700,000        700       384,300              -                -        385,000
Offering costs of issuance 6/23 ................          -          -       (47,518)             -                -        (47,518)
Stock issued for services 7/1 @ $.39 ...........     13,000         13         5,057              -                -          5,070
Stock issued for services 8/1 @ $.40 ...........     13,000         13         5,187              -                -          5,200
Stock options issued for services 8/1 ..........         --          -             -          2,250                -          2,250
Stock issued for sound library 9/23 @ $.33 .....    212,121        212        69,788              -                -         70,000
Warrants issued for sound library 9/23 .........          -          -        30,000              -                -         30,000
Stock issued in payment of expenses 10/21 @ $.22    145,455        146        31,854              -                -         32,000
Stock issued in payment of expenses 12/28 @ $.30    123,333        123        36,877              -                -         37,000
Stock issued for services 12/30 @ $.24 .........     59,000         59        14,101              -                -         14,160
Stock based compensation recognized for the year          -          -             -         27,979                -         27,979
Net loss for the year ..........................          -          -             -              -       (1,072,743)    (1,072,743)
                                                  ---------   --------   -----------   ---------------   -----------    -----------
                                                  9,281,021   $  9,281   $ 3,465,423    $    57,184      $(3,063,842)   $   468,046
                                                  =========   ========   ===========   ===============   ===========    ===========

                        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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   NATURE 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
   for 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 and on May 22, 2003, Clamshell changed its name
   to MediaNet Group Technologies, Inc. ("MediaNet" or the "Company"). BAP was
   formerly named BSP Rewards, Inc., Shutterport, Inc., and Eshutterbug.com,
   Inc. BAP is a Florida corporation formed on February 4, 2000 to become an
   online provider of branded business to business and business to consumer web
   portals to a variety of businesses. The Company acts as an aggregator (to
   bring in a variety of interests to the portal), facilitator (to assist users
   in communicating with each other) and infomediary (to gather and supply
   information to users). The Company is also developing a loyalty rewards
   program ("BSP rewards") and has begun to sign member providers and merchants.
   The Company will charge merchants participating in the BSP rewards program a
   percentage of the value of transactions it does.

   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".

   On June 22, 2005 the Company formed BSP Rewards, Inc. ("BSP) as a wholly
   owned subsidiary in the State of Florida as a vehicle to develop and promote
   its flagship product, the BSP Rewards Program.

   CAPITAL RESOURCES AND BUSINESS RISKS

   The Company's future operations are subject to all of the risks inherent in
   the establishment of a new business enterprise. At December 31, 2005 and
   2004, current liabilities exceeded current assets by $118,023 and $154,052,
   respectively.

   The financial statements have been prepared on the basis that the Company
   will continue as a going concern, which contemplates the realization and
   satisfaction of liabilities and commitments in the normal course of business.
   At December 31, 2005 and 2004, the Company had an accumulated deficit of
   $3,093,842 and $1,991,099. The Company also realized net losses of $1,072,743
   and $335,605 for the years ended December 31, 2005 and 2004, respectively.

   Operations to date have been primarily financed by stockholder 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.

                                       F-7

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   CAPITAL RESOURCES AND BUSINESS RISKS (Continued)

   Factors that could effect 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.

   PRINCIPLES OF CONSOLIDATION

   The accompanying consolidated financial statements include the accounts of
   MediaNet Group Technologies, Inc. and its wholly owned subsidiaries
   Brand-A-Port, Inc., Memory Lane Syndication, Inc., and BSP Rewards, Inc., as
   described above. All significant intercompany balances and transactions have
   been eliminated in consolidation.

   CONTROL BY PRINCIPAL STOCKHOLDERS

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

   RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS

   The major stockholder personally pays expenses on behalf of the Company with
   the understanding that he will be reimbursed by the Company for such
   advances. The amounts due to the major stockholder were $13,000 and $42,027
   for the years ended December 31, 2005 and 2004.

   On June 24, 2004 the Company issued 750,000 shares of its common stock in
   satisfaction of a debt in the amount of $675,000 owed to a stockholder for
   the 2003 purchase of the Howdy Doody film library (see note 6). The shares
   were issued at $0.90 per share.

   On July 31, 2004 the major stockholder exchanged $103,750 of current debt and
   $20,000 of accrued salary owed to him by the Company, an aggregate amount of
   $123,750, for 75,000 restricted shares of the Company's common stock at a per
   share price of $1.65.

   On September 30, 2004 the major stockholder exchanged $15,000 of reimbursable
   expenses and $30,000 of accrued salary owed to him by the Company, an
   aggregate amount of $45,000, for 30,000 restricted shares of the Company's
   common stock at a per share price of $1.50.

                                       F-8

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

   On October 5, 2004 the Company issued 56,000 shares of its common stock to
   Mid Continental Securities Corp. ("MCS") in payment of $15,000 in legal fees
   paid for by MCS on behalf of the Company, at a per share price of $0.27.

   On October 28, 2004 the Company issued a total of 8,000 shares at $0.25 per
   share for cash.

   On October 29, 2004 the Company issued 30,000 shares of its common stock at
   $0.26 per share to three independent contractors for services rendered.

   On December 20, 2004 the Company issued 42,000 shares of its common stock to
   MCS for cash at $1.00 per share upon the exercise of outstanding warrants.

   On January 14, 2005 the major stockholder exchanged $22,027 of reimbursable
   expenses and $10,000 of accrued salary owed to him by the Company, an
   aggregate amount of $32,027, for 33,713 restricted shares of the Company's
   common stock at a per share price of $0.95.

   On January 18, 2005 the Company issued 8,000 shares of its common stock to
   MCS for cash at $1.00 per share upon the exercise of outstanding warrants.

   On March 22, 2005 the major stockholder exchanged $20,000 of accrued salary
   owed to him by the Company for 20,833 restricted shares of the Company's
   common stock at a per share price of $0.96.

   On March 28, 2005 the Company issued 50,000 shares of its common stock to MCS
   for cash at $1.00 per share upon the exercise of outstanding warrants.

   On March 31, 2005 the Company issued 15,000 shares of restricted common stock
   to Cameron Associates for consulting services at $0.90 per share.

   On April 1, 2005 the Company issued 15,000 shares of restricted common stock
   to Cameron Associates for consulting services at $0.90 per share.

   On May 2, 2005 the Company issued 11,000 shares of restricted common stock to
   Cameron Associates for consulting services at $0.68 per share.

   On May 19, 2005 the Company issued 10,000 shares at $0.25 per share for cash.

   On June 1, 2005 the Company issued 13,000 shares of restricted common stock
   to Cameron Associates for consulting services at $0.60 per share.

   On June 16, 2005 the Company issued 66,000 shares to two consultants for
   services at $0.55 per share.

   On June 23, 2005 the Company consummated the private sale of 700,000
   restricted common shares and warrants to purchase 175,000 shares at $1.00 for
   three years, for $385,000. Costs of issuance totaled $47,518.

                                       F-9

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK TRANSACTIONS (Continued)

   On July 1, 2005 the Company issued 13,000 shares of restricted common stock
   to Cameron Associates for consulting services at $0.39 per share.

   On August 1, 2005 the Company issued 13,000 shares of restricted common stock
   to Cameron Associates for consulting services at $0.40 per share.

   On September 23, 2005 the Company issued 212,121 shares of restricted common
   stock and three year warrants to purchase 250,000 common shares at $1.50 per
   share for the remaining 50% interest in its joint venture with U Love Kids,
   an entity controlled by a stockholder of the Company. The market value of the
   shares issued was $70,000 ($0.33 per share as quoted on the OTCBB) and the
   value of the warrants was estimated to be $30,000.

   On October 21, 2005 the major stockholder exchanged $32,000 of reimbursable
   expenses owed to him by the Company for 145,455 restricted shares of the
   Company's common stock at a per share price of $0.22.

   On December 28, 2005 the major stockholder exchanged $20,500 of reimbursable
   expenses and $6,500 of accrued salary owed to him by the Company, an
   aggregate amount of $27,000, for 90,000 restricted shares of the Company's
   common stock at a per share price of $0.30.

   On December 28, 2005 the Company issued 33,333 shares of restricted common
   stock to Thomas Hill, a director of the Company, for services at $0.30 per
   share.

   On December 30, 2005 the Company issued 59,000 shares of restricted common
   stock to consultants for services at $0.24.

   USE OF ESTIMATES

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

   SIGNIFICANT ESTIMATES

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

                                      F-10

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   RESEARCH AND DEVELOPMENT COSTS

   Research and development costs are expensed as incurred. There were no
   research and development costs for the years ended December 31, 2005 and
   2004.

   REVENUE RECOGNITION

   The Company recognizes revenue when there is persuasive evidence of an
   arrangement, delivery has occurred, the fee is fixed or determinable,
   collectibility is reasonably assured, and there are no substantive
   performance obligations remaining. The Company's revenue recognition policies
   are in conformity with the AICPA's Statement of Position No. 97-2, "Software
   Revenue Recognition", as amended ("SOP 97-2").

   SOP 97-2 generally requires revenue from software arrangements involving
   multiple elements to be allocated to each element of the arrangement based on
   the relative fair values of the elements, such as software products,
   post-contract customer support, installation, or training and recognized as
   the element is delivered and the Company has no significant remaining
   performance obligations. The determination of fair value is based on
   objective evidence that is specific to the vendor. If evidence of fair value
   for each element of the arrangement does not exist, and the only outstanding
   deliverable is post-customer support, all revenue from the arrangement is
   recognized ratably over the term of the arrangement.

   Revenue from website portal services is recognized as the services are
   performed. The web-site portal service revenues are derived from a
   combination of fees, which are prepackaged individually for each customer.
   The customers buy a combination of items specific to their individual needs,
   upon which revenues are derived.

   The Company charges a per-client, per-month repetitive web-site maintenance
   service fee. Customer payments received in advance for providing maintenance
   services are recorded as deferred revenue and are then recognized
   proportionately as the maintenance services are performed. Deferred revenue
   totaled $26,174 at December 31, 2005.

   Revenues generated in exchange for advertising services are valued at the
   fair value of the services exchanged, based on the Company' s own historical
   practice of receiving cash, or other consideration that is readily
   convertible to known amounts of cash for similar advertising from buyers
   unrelated in the barter transaction. During the years ended December 31, 2005
   and 2004, revenues derived from barter transactions were not significant.

   Revenues generated from the sale of CD/DVDs of its record master are
   recognized net of a reserve for returns when the product is shipped to the
   customer in accordance with the terms of the customer's order, the price has
   been agreed upon, and collection is reasonably assured. At December 31, 2005
   a reserve for returns of $14,556 is included in accrued liabilities.

                                      F-11

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   REVENUE RECOGNITION (Continued)

   Revenues recognized in 2005 and 2004 related to licensing agreements of the
   Company's "film library", totaled $23,206 and $12,603. The revenue from the
   Howdy Doody episodes are recognized in accordance with Statement of Position
   ("SOP") 00-2, Accounting by Producers or Distributors of Films. The SOP
   specifies that revenue is to be recognized when all of the following
   conditions are met:

   1. Persuasive evidence of a sale or licensing arrangement with a customer
      exists.

   2. The film is complete and, in accordance with the terms of the arrangement,
      has been delivered or is available for immediate and unconditional
      delivery.

   3. The license period of the arrangement has begun and the customer can begin
      its exploitation, exhibition, or sale.

   4. The arrangement fee is fixed or determinable.

   5. Collection of the arrangement fee is reasonably assured.

   When the Company's fee is based on a percentage or share of a customer's
   revenue from the exploitation of the Howdy Doody episodes, the Company
   recognizes revenue as the customer exploits the episodes and the Company
   meets all of the other revenue recognition conditions. In those circumstances
   the Company receives reports from the customers on a periodic basis and uses
   those reports as the basis for recording revenue.

   CASH AND CASH EQUIVALENTS

   The Company considers all highly liquid debt investments with a maturity of
   three months or less as cash equivalents.

   EQUIPMENT

   Expenditures for maintenance, repairs and betterments, which do not
   materially extend the normal useful life of an asset, are charged to
   operations as incurred. Upon sale or other disposition of assets, the cost
   and related accumulated depreciation are removed from the accounts and any
   resulting gain or loss is reflected in income.

   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

                                      F-12

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   LONG-LIVED ASSETS

   The carrying values of long-lived assets are periodically reviewed by
   management and impairments are recognized if the expected future non
   discounted cash flows derived from an asset are less than carrying value. No
   impairment of fixed assets has been recorded for the years ended December 31,
   2005 and 2004.

   OTHER ASSETS

   The Company capitalizes computer software development costs in accordance
   with the provisions of 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 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.

   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 Company capitalized in October 2000, $225,000 in website and software
   development costs. The capitalized costs, which are the outside consulting
   fees charged by 411now.com, Inc., are amortized to cost of sales based on the
   estimated useful life (5 years). Amortization expense for software
   development totaled $33,763 and $45,092 for the years ended December 31, 2005
   and 2004. The estimated aggregate future amortization expense for capitalized
   website and software development costs remaining as of December 31, 2005 is
   $0.

   The trademark was placed in service September 2001 and cost approximately
   $4,000. Amortization expense was $400 and $400 for the years ended December
   31, 2005 and 2004.

   AMORTIZATION AND IMPAIRMENT OF FILM LIBRARY

   The Company amortizes the License and Agreement asset to the Howdy Doody
   films using the individual-film-forecast-computation method, in accordance
   with SOP 00-2, which amortizes or accrues (expenses) such costs in the same
   ratio that current period actual revenue (numerator) bears to estimated
   remaining unrecognized ultimate revenue as of the beginning of the current
   fiscal year (denominator). The Company began amortization of the capitalized
   film library in 2004, when the Company began to recognize revenue from the
   Howdy Doody tapes. Amortization related to the film library was $8,461 and
   $4,595 for the years ended December 31, 2005 and 2004, which amounts were
   included in cost of sales.

                                      F-13

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   AMORTIZATION AND IMPAIRMENT OF FILM LIBRARY (Continued)

   Ultimate revenue to be included in the denominator of the
   individual-film-forecast-computation method fraction is subject to certain
   limitations as set forth in the SOP.

   In 2005, during the course of the Company's strategic review of its
   entertainment properties, specifically its Howdy Doody film library, the
   Company assessed the recoverability of the carrying value of this asset which
   resulted in impairment losses of $482,165. This loss reflects the amount by
   which the carrying value of this asset exceeds the estimated fair value,
   determined by its estimated future discounted cash flows. The impairment loss
   is recorded as a component of "Operating expenses" in the Statement of
   Operations for 2005.

   If an event or change in circumstance indicates that the Company should
   assess whether the fair value of the License and Agreement to the Howdy Doody
   episodes is less than its unamortized costs, the Company will determine the
   fair value of the film and write off to the statement of operations the
   amount by which the unamortized capitalized costs exceeds the episode's fair
   value. The Company can not subsequently restore any amounts written off in
   previous fiscal years to income.

   AMORTIZATION AND IMPAIRMENT OF RECORD MASTER

   The Company has capitalized the costs of recording and producing its "Songs
   From The Neighborhood - A Tribute To Mr. Rogers" in accordance with SFAS 50,
   "Financial Reporting in the Record and Music Industry", a total of $180,032.
   The Company expects to sell 200,000 of its CD/DVDs and is amortizing the
   capitalized costs ratably over those sales. The Company began amortization of
   the capitalized record master in 2005, when the Company began to recognize
   revenue from sales of the recordings. Amortization related to the record
   master was $11,579 for the year ended December 31, 2005 and was included in
   cost of sales.

   If an event or change in circumstance indicates that the Company should
   assess whether the fair value of its record master is less than its
   unamortized costs, the Company will determine the fair value of the record
   master and write off to the statement of operations the amount by which the
   unamortized capitalized costs exceeds the record master's fair value. The
   Company can not subsequently restore any amounts written off in previous
   fiscal years to income. No impairment loss was recorded in 2005.

   START-UP COSTS

   The Company, in accordance with the provisions of the 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.

   CONCENTRATION OF CREDIT RISK

   Financial instruments that potentially subject the Company to credit risk
   consist principally of trade receivables. The Company extends credit to a
   substantial number of its customers and performs on going credit evaluations
   of those customers financial condition while, generally requiring no
   collateral. At December 31, 2005 and 2004 the Company recorded a bad debt
   allowance of $3,500 and $0 for such receivables.

                                      F-14

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   FAIR VALUE OF FINANCIAL INSTRUMENTS

   Financial instruments reported in the Company's consolidated balance sheet
   consist of cash, prepaid expenses, accounts payable, notes payable and
   accrued expenses, the carrying value of which approximate fair value at
   December 31, 2005.

   EARNINGS PER SHARE

   The Company accounts for earnings per share under the provisions of Statement
   of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which
   requires a dual presentation of basic and diluted earnings per share. Basic
   earnings per share excludes dilution and is computed by dividing income
   available to common stockholders by the weighted average number of common
   shares outstanding for the period. Diluted earnings per share is computed
   assuming the conversion of convertible preferred stock and the exercise or
   conversion of common stock equivalent shares, if dilutive, consisting of
   unissued shares under options and warrants. Basic and diluted losses are the
   same as the inclusion of unissued warrants and options in the denominator
   would be antidilutive.

   ADVERTISING COSTS

   All costs associated with advertising and promoting products are expensed in
   the year incurred. Advertising expense was $5,120 and $12,129 for the years
   ended December 31, 2005 and 2004, respectively.

   INCOME TAXES

   Income taxes are accounted for under the asset and liability method in
   accordance with Statement of Financial Accounting Standard No. 109
   "Accounting for Income Taxes" ("FAS 109"). Deferred tax assets and
   liabilities are recognized for the future tax consequences attributable to
   differences between the financial carrying amounts of existing assets and
   liabilities and their respective tax bases and operating loss and tax credit
   carry forwards. 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. Deferred
   tax assets are reduced by a valuation allowance to the extent that the
   recoverability of the asset is not considered to be more likely than not.

   The Company did not provide any current or deferred income tax provision or
   benefit for any periods presented to date because it has experienced a net
   operating loss since inception, and has taken a full valuation allowance
   against all deferred tax assets.

                                      F-15

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   NEW ACCOUNTING PRONOUNCEMENTS

   In February 2006, the Financial Accounting Standards Board ("FASB") issued
   SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - an
   amendment of FASB Statements No. 133 and 140". The statement permits fair
   value remeasurement for any hybrid financial instrument that contains an
   embedded derivative that otherwise would require bifurcation, clarifies which
   interest-only strips are not subject to the requirements of Statement 133,
   establishes a requirement to evaluate interests in securitized financial
   assets to identify interests that are freestanding derivatives or that are
   hybrid financial instruments that contain an embedded derivative requiring
   bifurcation, clarifies that concentrations of credit risk in the form of
   subordination are not embedded derivatives, and amends Statement 140 to
   eliminate the prohibition on a qualifying special-purpose entity from holding
   a derivative financial instrument that pertains to a beneficial interest
   other than another derivative financial instrument. The Statement is
   effective for financial instruments acquired or issued after the beginning of
   the first fiscal year that begins after September 15, 2006. The Company
   expects that the Statement will have no material impact on its financial
   statements.

   In February 2006, the FASB issued Staff Position No. FAS 123(R)-4,
   "Classification of Options and Similar Instruments Issued as Employee
   Compensation That Allow for Cash Settlement upon the Occurrence of a
   Contingent Event". This position addresses the classification of options and
   similar instruments issued as employee compensation that allow for cash
   settlement upon the occurrence of a contingent event, amending paragraphs 32
   and A229 of SFAS No. 123 (revised 2004), "Share-Based Payment". As the
   Company has not traditionally issued securities subject to contingencies, no
   impact is expected on its financial statements.

   In October 2005, the FASB issued Staff Position No. FAS 13-1, "Accounting for
   Rental Costs Incurred during a Construction Period". This position addresses
   the accounting for rental costs associated with operating leases that are
   incurred during a construction period. Management believes that this position
   has no application to the Company.

   In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
   Corrections ("SFAS No. 154"), which replaced Accounting Principles Board
   Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting
   Changes in Interim Financial Statements. SFAS No. 154 changes the
   requirements for the accounting for and reporting of a change in accounting
   principles. It requires retrospective application to prior periods' financial
   statements of changes in accounting principles, unless it is impracticable to
   determine either the period-specific effects or the cumulative effect of the
   change. This statement is effective for accounting changes and corrections of
   errors made in fiscal years beginning after December 15, 2005. The impact on
   the Company's operations will depend on future accounting pronouncements or
   changes in accounting principles.

                                      F-16

<PAGE>

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   NEW ACCOUNTING PRONOUNCEMENTS (Continued)

   In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47,
   "Accounting for Conditional Asset Retirement Obligations." FIN 47 clarifies
   that the term "Conditional Asset Retirement Obligations" as used in FASB
   Statement No. 143, "Accounting for Asset Retirement Obligation," refers to a
   legal obligation to perform an asset retirement activity in which the timing
   and/or method of settlement are conditional on a future event that may or may
   not be within the control of the entity. Accordingly, an entity is required
   to recognize a liability for the fair value of a Conditional Asset Retirement
   Obligation if the fair value of the liability can be reasonably estimated.
   FIN 47 is effective no later than the end of fiscal years ending after
   December 15, 2005. Management does not believe the adoption of FIN 47 will
   have a material affect on the Company's financial position, results of
   operations or cash flows.

2. LOSS PER SHARE

   Basic loss per common share ("LPS") is calculated by dividing net loss by the
   weighted average number of common shares outstanding during the period.
   Diluted earnings per common share are calculated by adjusting the weighted
   average outstanding shares, assuming conversion of all potentially dilutive
   stock options and warrants outstanding. Basic and diluted losses per share
   are the same, as the inclusion of unissued warrants and options in the
   denominator would be antidilutive.

3. STOCKHOLDER LOANS

   The caption "Due to Stockholders" consists of two short-term notes, both of
   which are unsecured. The principal amounts of the notes totaled $13,000 and
   $42,627 at December 31, 2005 and 2004. The notes bear interest at 6% and are
   payable on demand. Upon mutual agreement between the stockholders and the
   Company, these notes are convertible on a quarterly basis, into restricted
   common shares valued at the closing market per share price on the date of
   conversion.

4.   EQUIPMENT

   Equipment at cost consists of computer equipment and software. Depreciation
   expense for the years ended December 31, 2005 and 2004 was $2,380 and $3,452.

                                      F-17

<PAGE>

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

5. INCOME TAXES

   The Company accounts for income taxes in accordance with the provisions of
   SFAS No. 109, "Accounting for Income Taxes."

   As of December 31, 2005, the Company has available a federal net operating
   loss carryforwards to offset future taxable income. The federal net operating
   loss carryforwards of approximately $1,969,000 will expire during the years
   2020 through 2025.

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

   The utilization of the net operating loss will be subject to a substantial
   limitation due to the "Change of ownership provisions" under Section 382 of
   the Internal Revenue Code and similar state provisions. Such limitation may
   result in the expiration of the net operating loss before its utilization.

6. NOTE PAYABLE - RELATED PARTY TRANSACTION

   On January 5, 2003, BAP closed on an agreement with Adelstein Productions,
   Inc., a Florida corporation ("Adelstein"), to acquire 130 color episodes of
   the 1970's Howdy Doody television show ("Film Library"). The Company
   currently markets this intellectual property through video sales and
   television syndication. The total purchase price included 200,000 shares of
   common stock of the Company that was issued at closing, and a note payable.

   The principal amount of the note payable was $675,000 ("Note"), payable to an
   Adelstein stockholder ("Holder"), who has been assigned by Adelstein to
   collect the proceeds of the note and make the proper distributions to the
   Adelstein shareholders. This Holder is also a stockholder who has a greater
   than 10% interest in the Company. The Note bore an annual interest rate of
   approximately 6%. The total principal amount of the note was to mature on
   January 5, 2012. Accrued interest was payable annually in arrears, provided
   that the initial interest payment was made simultaneously with the issuance
   of this Note, by the issuance and delivery of 40,000 shares of the Company's
   Common Stock to the Holder. On January 5, 2003, the Company issued 40,000
   shares of stock to the Holder of the Note for the initial first year interest
   payment of $40,000.

   The outstanding principal amount of this Note was converted to common shares
   of the Company on June 25, 2004, at a conversion price of $0.90 per share.

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 their
   property is subject.

                                      F-18

<PAGE>

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

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, 2008. The terms of this employment agreement call for an annual salary of
   $52,000 plus other standard employee benefits. Included in due to
   stockholders' is $10,000 of accrued salary, under the employment agreement,
   to the major stockholder at December 31, 2005.

   The Company has a non-cancelable operating lease for office space with an
   unrelated party. The lease began March 1, 2004 and expires February 28, 2007.
   Minimum payments under the agreement are set forth in the following table:

                                                          Minimum Lease
         Year Ended December 31,                        Payment Required
         -----------------------                        ----------------
          2006 ....................................         $26,014
          2007 ....................................           4,357
          Total ...................................         $30,371

9. OPERATING SEGMENTS

   The Company has only one material operating segment, namely the design,
   marketing and distribution of website portals which are sold in the United
   States. The Company engages in other business activities, such as the
   licensing of its film library and the sales of recordings from its record
   master, but discrete financial information as separate operations is not yet
   available to the chief operating decision maker.

10. JOINT VENTURE

   On December 11, 2004 the Company, using its dba "Memory Lane Syndication",
   entered into an agreement with U Love Kids to form a partnership, "Songs from
   the Neighborhood - A Tribute to Mr. Rogers". The partnership was formed to
   produce and market a CD/DVD combination of Mr. Rogers' music. At December 31,
   2004 the Company had invested $2,500 into the venture, which had not yet
   begun operations. The Company owned 50% of the venture until September 23,
   2005, when it consummated an agreement to acquire the remaining 50% in
   exchange for the issuance of 212,121 shares of common stock and three year
   warrants to purchase an additional 250,000 common shares at $1.50 per share.
   Management estimated the value of the stock and warrants to be $100,000 on
   the date of the transaction. At that time the Company had invested $110,032
   and U Love Kids had invested $70,000. The acquisition of the non-controlling
   interest held by U Love Kids was accounted for using the purchase method with
   the entire $100,000 purchase price being allocated to the sole asset of the
   joint venture. The sole asset of the joint venture consisted of capitalized
   costs of original sound recordings by popular artists of songs written by
   Fred Rogers, which the Company has produced in a CD/DVD format. During the
   fourth quarter of 2005 the Company recognized revenues of $98,273 for sales
   of these CD/DVDs.

                                      F-19

<PAGE>

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

11. WARRANTS AND STOCK OPTIONS

   During 2003 the Company granted to Mid Continental Securities Corp. (MCS),
   warrants to purchase 500,000 shares of common stock at an exercise price of
   $1.50 per share. The warrants were to expire on December 31, 2005. On October
   29, 2004 the board of directors resolved to reduce the exercise price on the
   warrants from $1.50 to $1.00 per share. In December 2004 MCS exercised 42,000
   of the warrants. On January 18, 2005 MCS exercised 8,000 of the warrants and
   on March 28, 2005 MCS exercised 50,000 of the warrants. On December 31, 2005
   the remaining 400,000 warrants expired unexercised.

   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
   subsidiaries. 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.

   On October 29, 2004 the Company granted non-statutory options to purchase
   90,000 at a per share price of $0.26 to three independent contractors who
   provide ongoing services to the Company.

   On January 18, 2005 the Company granted a total of 50,000 non-qualified stock
   options to two employees, in accordance with the Incentive and Non-Statutory
   Stock Option Plan. The options vest from 2005 to 2007 and are exercisable at
   $0.45 per share.

   On August 2, 2005 the Company granted a total of 25,000 non-qualified stock
   options to a director, in accordance with the Incentive and Non-Statutory
   Stock Option Plan. The options vest from 2005 to 2007 and are exercisable at
   $0.19 per share.

   The issuances of stock options are accounted for using the fair value method
   in accordance with SFAS No. 123, "Accounting for Stock Based Compensation".
   Accordingly, compensation expense is recognized over the vesting period.
   Compensation expense recorded due to stock option vesting was $42,112 and
   $15,072 for the years ended December 31, 2005 and 2004.

                                      F-20

<PAGE>

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

11. WARRANTS AND STOCK OPTIONS (Continued)

   Stock option and warrant transactions are summarized as follows:

                                         Stock Options           Warrants
                                        2005       2004       2005      2004
                                        ----       ----       ----      ----
   Outstanding - beginning of year     90,000          -    458,000    500,000
   Granted                             75,000     90,000    495,000          -
   Exercised                                -          -     58,000     42,000
   Forfeited                                -          -    400,000          -
                                      -------    -------    -------    -------
   Outstanding - end of year          165,000     90,000    495,000    458,000
                                      =======    =======    =======    =======

   The following table provides certain information with respect to the above
   referenced stock options outstanding at December 31, 2005:

                                                    Weighted        Weighted
                                      Number        Average         Average
                  Exercise Price   Outstanding   Exercise Price   Life - Years
                  --------------   -----------   --------------   ------------
   Stock options   $0.19 - $0.45      165,000         $0.31            4.0
   Warrants        $0.55 - $1.50      495,000         $1.20            3.0

   The following table provides certain information with respect to stock
   options exercisable at December 31, 2005:

                                           Number       Weighted Average
                     Exercise Price     Outstanding      Exercise Price
                     --------------     -----------     ----------------
   Stock options      $0.19 - $0.45         84,999           $0.29
   Warrants           $0.55 - $1.50        495,000           $1.20

   The weighted average fair value at date of grant for options granted during
   2005 was $0.56, and was estimated using the Black-Scholes option valuation
   model with the following assumptions:

            Expected life in years               5
            Interest rate                  3.85% - 3.94%
            Volatility                    83.20% - 92.59%
            Dividend yield                      0%

12. SUBSEQUENT EVENTS

   On January 9, 2006 the Company issued 500,000 restricted common shares for
   cash at $0.25 per share to a private investor for an aggregate of $125,000.

                                      F-21

<PAGE>

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

13. RESTATEMENT

   Subsequent to the issuance of the financial statements, management
   reevaluated its previous accounting for the acquisition of a non-controlling
   interest in a subsidiary and its presentation of the Howdy Doody library
   impairment loss and determined that those items were not presented in
   accordance with U.S. GAAP.

   The acquisition was previously recorded at historical cost of $70,000, with
   the $30,000 balance of the acquisition price being recorded as a constructive
   dividend, with the understanding that the transaction qualified to be
   accounted for as a transfer between entities under common control. However,
   U.S. GAAP requires that any acquisition of a non-controlling interest in a
   subsidiary be accounted for using the purchase method, wherein the assets
   acquired are written up to the lesser of their fair value or the amount paid.
   Consequently, these financial statements have been restated. The result of
   the restatement is an increase in total assets and equity in the amount of
   $30,000, with no effect on the statement of operations.

   The impairment loss on the Howdy Doody library (see Note 10) was originally
   reported as a component of Other income (expense). U.S. GAAP requires that
   impairment losses on long-lived assets be included in income from continuing
   operations before income taxes. Consequently, these financial statements have
   been restated. The result of the restatement is an increase in operating
   expenses and loss from operations in the amount of $482,165, with no effect
   on net loss or loss per share.

                                      F-22





                                                                    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 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: October 24, 2006                 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 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: October 24, 2006                 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 of MEDIANET GROUP TECHNOLOGIES, INC. (the
"Company") on Form 10-KSB for the period ending December 31, 2005, 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


October 24, 2006




                                                                    EXHIBIT 32.2

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


In connection with the Form 10-KSB of MEDIANET GROUP TECHNOLOGIES, INC. (the
"Company") on Form 10-KSB for the period ending December 31, 2005, 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


October 24, 2006