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

Certain statements in this report, including statements in the following discussion which are not statements of historical fact, are what are known as "forward looking statements," which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as "plans," "intends," "will," "hopes," "seeks," "anticipates," "expects" and the like often identify such forward looking statements, but are not the only indications that a statement is a forward looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-Q 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 June 30, 2003 we completed the acquisition of all of the issued and outstanding shares of Brand-A-Port, Inc., in a share exchange transaction. The former stockholders of Brand-A-Port, Inc., acquired a majority of our issued and outstanding common stock as a result of completion of the share exchange transaction. Although the result of the share exchange transaction was that Brand-A-Port, Inc., became our wholly-owned subsidiary, the transaction was accounted for as a recapitalization of Brand-A-Port, Inc., whereby Brand-A-Port, Inc., was deemed to be the accounting acquirer and was deemed to have adopted our capital structure.

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

RESULTS OF OPERATIONS

Three and Nine months Ended September 30, 2008 as compared to Three and Nine months Ended September 30, 2007

For the three (3) months ended September 30, 2008, we had gross revenues of $573,203 which included $505,290 of gift card sales, $67,913 loyalty program points and $11,862 Internet related fees. As compared to the three (3) months ending September 30, 2007 with gross revenues of $350,565 which included $255,287 of gift card sales, $61,913 loyalty program points and $29,933 Internet related fees, and other of $3,639.

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

For the three and Nine months ended September 30, 2008, we had revenues from operations of $573,203 and $1,767,689 respectively, and a net loss of $191,170 and a net loss of $555,046 respectively. For the Nine months ended September 30, 2007, we had revenues from operations of $742,482 and a net loss of $637,138.

Operating expenses for the Nine months ended September 30, 2008, were $850,922 compared to $745,969 for the Nine months ended September 30, 2008, an increase of $104,953. Consulting fees increased $84,838; Payroll expense and related fringe benefits increased $58,769 due to the hiring of additional staff; Commission expense increased $36,547; Telephone expense increased $2,187.

Three Months Ended September 30, 2008 as compared to Nine Months Ended September 30, 2007

Operating expenses for the three months ended September 30, 2008, were $251,285, compared to $275,831 for the three months ended September 30, 2007, an decrease of $24,546.Consulting fees increased $1,688; Insurance expense increased $5,219; Payroll expense and related fringe benefits increased $(12,982) due to outsourcing.

LIQUIDITY AND CAPITAL RESOURCES

Deferred revenue results from customers who pay for services in advance, such as quarterly, or annually. The Company records the initial payment in deferred revenue and then recognizes in each subsequent month that proportion which is provided in services. As of September 30, 2008 and at December 31, 2007 deferred revenue was $71,659, and 79,535 respectively.

As of September 30, 2008 and at December 31, 2007, we had cash on hand of $80,037 and $230,580 respectively. During the Nine months ended September 30, 2008, net cash used in operations was $525,882, and during the Nine months ended September 30, 2007, net cash used in operations was $314,302. However, our operations are not yet profitable, and we continue to require additional funding in order to continue our business operations.

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

The current gradual expansion of our operations for the next twelve months is due to the fact that the web sites, portals and marketing materials for our various divisions are completed and ready for use. However, until operating revenues increase significantly; we must continue to seek outside funding for the purpose of accelerating the expansion of our operations. There is no assurance that the Company can raise adequate capital to fund its 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 be primarily dependent upon our ability to obtain outside working capital. Management believes we have established a base through which we can continue to grow.

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

The primary operations of the company are focused on the BSP Branded Loyalty Rewards segment of the business. The efforts are concentrated on (1) Building the On-Line merchant's network. (2) Increasing the number of participating Gift Card merchants. (3) Building private branded mall for various clients (4) Layering the BSP platform onto credit, debit and prepaid cards. (5) Increasing the member base through agreements with member Provider Organizations. (6) Increasing transactions and fees.

The Company has signed Marketing Partner and/or Member Provider Agreements with various individuals and companies to sell private branded BSP rewards malls on a straight commission basis. The Company has signed various Agreements with web-based retailers and organizations who will give and redeem BSP Rewards and in many instances place their customers into the program as participating members. Additionally, the Company has signed agreements with various associations, debit card issuers and non-profits that enroll their members into the program.

The Company has agreements with various merchants and affiliate managers as retailers. They encompass approximately 764 merchants from whom members earn rebate rewards when shopping through any of the BSP branded Web Malls.